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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
Annual
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the year ended September 30, 2020
OR
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____ to _____
Commission File No. 001-33794
HILLENBRAND, INC.
(Exact name of registrant as specified in its charter)
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IN |
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26-1342272 |
(State of incorporation) |
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(I.R.S. Employer Identification No.) |
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One Batesville Boulevard |
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Batesville, |
IN |
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47006 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(812) 934-7500
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Common Stock, without par value |
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HI |
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NYSE |
Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes
x
No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Yes ☐ No x
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 x No o
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 x No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
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.
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Large accelerated filer |
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ý
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Accelerated filer |
o
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Emerging growth company |
☐ |
Non-accelerated filer |
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o
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Smaller reporting company |
☐ |
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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.
o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of capital stock (consisting solely of
shares of common stock) held by non-affiliates of the registrant as
of March 31, 2020 was $1,402,025,292. As of
November 6, 2020, 74,779,325 shares of common stock were
outstanding.
Documents Incorporated by Reference
Portions of our definitive proxy statement for the 2021 Annual
Meeting of Shareholders are incorporated by reference into
Part III of this report. The proxy statement will be filed no
later than December 30, 2020.
TABLE OF CONTENTS
(monetary amounts in millions, except per share data)
PART I
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Throughout this Form 10-K, we make a number of
“forward-looking statements” that are within the meaning of Section
27A of the Securities Act of 1933, as amended (the “Securities
Act”), Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995,
and that are intended to be covered by the safe harbor provided
under these sections. As the words imply, these are statements
about future sales, earnings, cash flow, results of operations,
uses of cash, financings, share repurchases, ability to meet
deleveraging goals, and other measures of financial performance or
potential future plans or events, strategies, objectives, beliefs,
prospects, assumptions, expectations, and projected costs or
savings or transactions of the Company that might or might not
happen in the future, as contrasted with historical information.
Forward-looking statements are based on assumptions that we believe
are reasonable, but by their very nature are subject to a wide
range of risks. If our assumptions prove inaccurate or unknown
risks and uncertainties materialize, actual results could vary
materially from Hillenbrand’s expectations and
projections.
Accordingly, in this Form 10-K, we may say something
like,
“We
expect
that future revenue associated with Advanced Process Solutions will
be influenced by order backlog.”
That is a forward-looking statement, as indicated by the word
“expect” and by the clear meaning of the sentence.
Other words that could indicate we are making forward-looking
statements include:
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intend |
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believe |
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plan |
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expect |
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may |
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goal |
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would |
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project |
become |
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pursue |
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estimate |
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will |
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forecast |
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This is not an exhaustive list, but is intended to give you an idea
of how we try to identify forward-looking statements. The
absence of any of these words, however, does not mean that the
statement is not forward-looking.
Here is the key point:
Forward-looking statements are not guarantees of future performance
or events, and actual results or events could differ materially
from those set forth in any forward-looking
statements.
Any number of factors, many of which are beyond our control, could
cause our performance to differ significantly from what is
described in the forward-looking statements. This includes risks
related to the ongoing COVID-19 pandemic and the societal,
governmental, and individual responses thereto, including supply
chain disruptions; loss of contracts and/or customers; erosion of
some customers’ credit quality; downgrades of the Company’s credit
quality; closure or temporary interruption of the Company’s or
suppliers’ manufacturing facilities; travel, shipping and
logistical disruptions; loss of human capital or personnel, and
general economic calamities, in addition to a variety of risks
related to our integration of Milacron. Shareholders, potential
investors, and other readers are urged to consider these risks and
uncertainties in evaluating forward-looking statements and are
cautioned not to place undue reliance on the forward-looking
statements. For a discussion of factors that could cause actual
results to differ from those contained in forward-looking
statements, see the discussions under the heading “Risk Factors” in
Item 1A of this Form 10-K, as well as other risks and
uncertainties detailed in our other filings with the SEC from time
to time. The forward-looking information in this Form 10-K
speaks only as of the date covered by this report and we assume no
obligation to update or revise any forward-looking
statements.
Item
1. BUSINESS
In this section of the Form 10-K, we provide you a general
overview of the Company, including a high-level review of our
reportable segments and how we operate. We then present our
reportable segments in greater detail, including the products we
manufacture and sell, how those products are distributed and to
whom, with whom we compete, the key inputs to production, and an
explanation of our business strategies. We also provide you
information on any key patents, trademarks, and regulatory matters
important to our business. Finally, we provide you a brief
background on our executive officers so that you can understand
their experience and qualifications.
GENERAL
Hillenbrand (www.Hillenbrand.com)
is a global diversified industrial company with multiple leading
brands that serve a wide variety of industries around the world.
Hillenbrand’s portfolio is composed of three reportable operating
segments: Advanced Process Solutions, Molding Technology Solutions,
and Batesville®. During the fourth quarter of fiscal 2020, the
Company changed the name of the Milacron segment to Molding
Technology Solutions and the name of the Process Equipment Group
segment to Advanced Process Solutions in order to better reflect
the nature of business activities, end-market exposure and future
opportunities in these segments. Advanced Process Solutions
designs, develops, manufactures, and services highly engineered
industrial equipment around the world. Molding Technology Solutions
is a global leader in highly engineered and customized systems and
service in plastic technology and processing. Batesville is a
recognized leader in the death care industry in North
America.
Hillenbrand was incorporated on November 1, 2007, in the state of
Indiana and began trading on the New York Stock Exchange under the
symbol “HI” on April 1, 2008. “Hillenbrand,” “the Company,”
“we,” “us,” “our,” and similar words refer to
Hillenbrand, Inc. and its subsidiaries unless context
otherwise requires.
Although Hillenbrand has been a publicly traded company since 2008,
the businesses owned by Hillenbrand have been in operation for many
decades.
Between 2010 and 2016, Hillenbrand completed acquisitions of
multiple companies that currently comprise the Advanced Process
Solutions. We completed the acquisition of Burnaby Machine and Mill
Equipment Ltd. (“BM&M”) in November 2018. BM&M is also
included in our Advanced Process Solutions segment. See Note 4 to
our Consolidated Financial Statements included in Part II, Item 8
of this Form 10-K for more information on the BM&M
acquisition.
As discussed in Note 4 to our Consolidated Financial Statements
included in Part II, Item 8, of this Form 10-K,
on November 21, 2019, the Company completed the acquisition of
Milacron Holdings Corp. (“Milacron”) through a merger of its
wholly-owned subsidiary with and into Milacron, resulting in
ownership of 100% of Milacron common stock that was issued and
outstanding after the acquisition. The acquisition provides
Hillenbrand with increased scale and meaningful product
diversification, enhancing its ability to serve customers with
expanded capabilities across the plastics value chain.
Milacron and the Advanced Process Solutions segment have
complementary product lines with excellent positions across the
plastics value chain. This provides the opportunity to leverage and
combine our shared technologies and capabilities to create
innovative solutions that will have a positive impact for our
customers around the world and provide new profitable growth
opportunities for Hillenbrand in areas such as biodegradable
plastics and recycling. We have an outstanding global footprint,
which we expect to leverage to accelerate geographic and
aftermarket growth. We believe our combined scale and purchasing
power will generate procurement savings across the entire
enterprise. Our complementary process capabilities enable us to
implement best practices across key functional areas to improve
both our efficiency and effectiveness. Finally, the Hillenbrand
Operating Model provides a clear methodology and set of tools to
improve our businesses. Implementing the model at Milacron helps us
achieve our strategic goals and build a strong foundation for the
future.
On March 30, 2020, the Company completed the divestiture of its
Cimcool business (“Cimcool”), which represented the former Fluids
Technologies reportable segment of Milacron before its acquisition
by the Company. The results of operations and cash flows of the
Company include Cimcool from November 21, 2019 through March 30,
2020.
Following the acquisition of Milacron, and as a result of our most
recent review of our portfolio, we identified certain smaller
businesses that we no longer believe to be a strategic fit within
our portfolio. Specifically, we announced in August 2020 our
decision and intent to exit the TerraSource Global and flow control
businesses, currently part of the Advanced Process Solutions
reportable segment, pending economic and market conditions. For
further information, see Note 4 to our Consolidated Financial
Statements included in Part II, Item 8, of this
Form 10-K.
Acquisitions remain an important part of our strategy. We look to
invest in acquisitions that we believe can make our businesses
stronger and accelerate profitable growth. We are committed to a
disciplined approach, with a goal to ensure the investments we make
align with our strategy to create value for our
shareholders.
Reportable Segments
Advanced Process Solutions
Advanced Process Solutions is a leading global provider of
compounding, extrusion, and material handling; screening and
separating; flow control; and size reduction products and services
for a wide variety of manufacturing and other industrial
processes.
We believe Advanced Process Solutions has attractive fundamentals
including:
•Proven
products with substantial brand value and recognition;
•Industry-leading
applications and engineering expertise;
•An
aftermarket parts and service business with historically stable
revenue and attractive margins;
•A
customer base that is highly diversified and has a strong history
of long-term relationships with blue-chip end user customers;
and
•Geographic
diversification.
Molding Technology Solutions
Molding Technology Solutions is a global leader in highly
engineered and customized systems in plastic technology and
processing. Molding Technology Solutions has a full-line product
portfolio that includes injection molding and extrusion equipment,
hot runner systems, process control systems, mold bases and
components, and maintenance, repair, and operating (“MRO”)
supplies.
We believe that Molding Technology Solutions has attractive
fundamentals including:
•Strong
product and technology positions with substantial brand value and
recognition;
•Strong
market positions and engineering expertise;
•An
aftermarket parts and service business with historically stable
revenue and attractive margins;
•A
customer base that is highly diversified and has a strong history
of long-term relationships with blue-chip end user customers;
and
•Geographic
diversification, including established operations in high growth
regions such as China and India.
Batesville
Batesville is a leader in the death care industry in North America
through the manufacture and sale of funeral service products,
including burial caskets, cremation caskets, containers and urns,
other personalization and memorialization products, and web-based
technology applications.
We believe Batesville has attractive fundamentals
including:
•Historically
predictable strong cash flow and attractive margins;
•Historically
high return on invested capital; and
•Substantial
brand value and recognition, combined with quality service, a
nationwide distribution network, and a strong customer
base.
How We Operate
We strive to provide superior return for our shareholders,
exceptional value for our customers, and 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 our 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 our businesses both bigger and better. Our goal is to
continue developing Hillenbrand as a world-class global diversified
industrial company through the deployment of the HOM.
Our strategy is to leverage our historically strong financial
foundation and the implementation of the HOM to deliver sustainable
profit growth, revenue expansion and substantial free cash flow and
then reinvest available cash in new growth initiatives focused on
building platforms with leadership positions in our core markets
and near adjacencies, both organically and inorganically, in order
to create shareholder value.
Human Capital Resources
Employee Profile
At September 30, 2020, we had approximately 11,000 employees
worldwide. Approximately 4,000 employees were located within the
United States (“U.S.”) and 7,000 employees were located outside of
the U.S., primarily throughout Europe and Asia. Approximately 66%
of our workforce within the U.S. is composed of skilled and
unskilled labor, and the remaining population includes
administrative and support staff, and technical engineers that
design, build, install and service our highly engineered industrial
equipment.
Approximately 2,900 employees in North America and Europe work
under collective bargaining agreements. Hillenbrand strives to
maintain satisfactory relationships with all its employees,
including the unions and workers’ councils representing those
employees. As a result, we have not experienced a significant work
stoppage due to labor relations in more than 20 years.
As a result of the Milacron acquisition on November 21, 2019, we
are actively in the process of integrating our global Human
Resources processes and procedures.
Health and Safety
The health and safety of our employees is our highest priority, and
this is consistent with our operating philosophy. To better
understand employee safety at the site level, we have developed
safety scorecards to share best practices between sites. We
currently collect scorecard information primarily from Batesville
and Advanced Process Solutions sites in the U.S., but have plans to
expand. Our Environmental, Health, & Safety Council is composed
of representatives from across the Company and coordinates health
and safety matters like our scorecards. In addition to common
lagging indicators, such as injury performance, the scorecards
highlight leading indicators such as safety observations and
near-misses, as well as other proactive actions taken at the site
to ensure worker safety.
Our safety focus is also evident in our response to the COVID-19
pandemic around the globe:
•Adding
work from home flexibility;
•Adjusting
attendance policies to encourage those who are sick to stay
home;
•Increasing
cleaning protocols across all locations;
•Initiating
regular communication regarding impacts of the COVID-19 pandemic,
including health and safety protocols and procedures;
•Implementing
temperature screening of employees at the majority of our
manufacturing facilities;
•Establishing
new physical distancing procedures for employees who need to be
onsite;
•Providing
additional personal protective equipment and cleaning
supplies;
•Modifying
work spaces with plexiglass dividers and touchless
faucets;
•Implementing
protocols to address actual and suspected COVID-19 cases and
potential exposure;
•Prohibiting
all domestic and international non-essential travel for all
employees; and
•Requiring
masks to be worn in all locations where allowed by local
law.
All of our companies manufacture products deemed essential to the
critical infrastructure, including health and safety, food and
agriculture, and energy, and as a result, the majority of our
production sites continued operating during the COVID-19 pandemic.
As such, we have invested in creating physically safe work
environments for our employees.
Total Rewards
As part of our compensation philosophy, we believe that we must
offer and maintain market competitive total rewards programs for
our employees in order to attract and retain superior talent. These
programs not only include base wages and incentives in support of
our pay for performance culture, but also health, welfare, and
retirement benefits. We focus many programs on employee wellness
and have implemented solutions including onsite wellness centers,
mental health support, telemedicine, and healthy weight loss
programs. We believe that these solutions have helped us
successfully manage healthcare and prescription drug costs for our
employee population.
In the U.S., the Company matches contributions to a tax-qualified
defined contribution savings plan (the “Savings Plan”) for all
eligible employees not accruing legacy pension benefits, in an
amount equal to 50
cents for every dollar contributed by the employee until the
employee contributions reach six percent of his or her base
compensation. Additionally, whether or not such employees
contribute to the Savings Plan, the Company provides an automatic
Company contribution per pay period to the Savings Plan for all
such employees. All contributions by employees and the automatic
Company contribution are fully vested
immediately. The Company matching contributions do not vest until
after three years of credited service, at which point further
Company matching contributions vest immediately when made.
Employees are encouraged to participate in their own retirement
savings. We no longer provide new pension benefits for U.S.
employees, but continue pensions in other jurisdictions, where
required by law.
Talent
Our key talent philosophy is to develop talent from within and
supplement with external hires. This approach has yielded a deep
understanding among our employee base of our business, our
products, and our customers, while adding new employees and ideas
in support of our continuous improvement mindset. We believe that
our average tenure across the globe — 10 years as of the end of the
fiscal year 2020 — reflects the engagement of our employees on
these topics. Our talent acquisition team uses internal and
external resources to recruit highly skilled and talented workers,
and we encourage employee referrals for open
positions.
Talent Development is one of the pillars of the HOM, and succession
planning for critical roles is a cornerstone of our talent program.
Development plans are created and monitored for critical roles to
ensure progress is made along the established timelines.
Development plans also intersect with our mission, particularly as
we strive to be responsible to our communities. Hillenbrand has
piloted the “Get on Board” program for key talent among its
Batesville, Indiana based headquarters staff. We encourage and
nominate top talent to participate in local non-profit boards,
which grows our commitment to the communities in which we operate
while increasing the skills and abilities of our
employees.
The Company’s commitment to diversity is embodied in our corporate
governance standards, which require members of the Company’s Board
of Directors to be diverse in terms of gender and of race and
ethnicity, and other characteristics, including background,
perspective, knowledge, skills, and experience. Our diversity and
inclusion initiatives support our goal that everyone throughout the
Company is engaged in creating an inclusive workplace, and we have
begun work on building diverse talent pools as part of our
recruitment efforts. We strive to promote inclusion through
“respect in the workplace” training across the Company. With the
support of our board of directors, we continue to explore
additional diversity and inclusion initiatives.
REPORTABLE SEGMENTS
Advanced Process Solutions
Advanced Process Solutions designs, engineers, manufactures,
markets, and services differentiated process and material handling
equipment and systems for a wide variety of industries, including
plastics, food and pharmaceuticals, chemicals, fertilizers,
minerals and mining, energy, wastewater treatment, forest products,
and other general industrials. Advanced Process Solutions
uses its strong applications and process engineering expertise to
solve problems for customers. Its highly engineered capital
equipment and systems offerings require aftermarket service and/or
parts replacement, providing an opportunity for ongoing revenue at
attractive margins.
Advanced Process Solutions: Products and
Services
Advanced Process Solutions’ product portfolio has grown through a
series of acquisitions over the past ten years and includes
products and services for compounding, extrusion, and material
handling; screening and separating; flow control; and size
reduction. Advanced Process Solutions’ product lines are
supported by aftermarket parts and services, which represented
approximately 33% of Advanced Process Solutions’ total net revenue
during 2020. Products are offered under brand names that are
recognized among the leaders in their respective
categories.
•Compounding,
Extrusion, and Material Handling Equipment, and Equipment System
Design
◦Twin
screw compounding and extrusion machines range from small
laboratory compounding machines to high performance, high
throughput extrusion systems. Small and mid-sized compounders are
used by customers in engineering plastics, masterbatch, PVC,
recycling, biodegradable products, and other applications for the
plastics, chemical, and food and pharmaceutical industries.
Extrusion systems are sold to customers in the polyolefin industry
for base resin production. All of these extrusion products
are sold under the Coperion® brand.
◦Material
handling equipment includes pneumatic and hydraulic conveying
equipment for difficult-to-move materials; high-precision feeders
that can operate at both very high and very low fill rates;
blenders for pellets and powders; and rotary valves, diverter
valves, and slide-gate valves used for feeding, dosing, discharge,
and
distribution during pneumatic conveying. The proprietary
equipment is highly engineered and designed to solve the needs of
customers for customized solutions. Material handling
equipment is sold to a variety of industries, including plastics,
food and pharmaceuticals, chemicals, and minerals and mining.
These products are sold under the Coperion® and
Coperion K-Tron® brands.
◦Compounding,
extrusion, and material handling equipment can be sold as a
complete system, where strong application and process engineering
expertise is used to design and create a broad system solution for
customers. Systems can range from a single manufacturing line
to large scale manufacturing lines and turnkey systems.
Larger system sales are generally fulfilled over 18 to 24
months. Some portion of revenue for large system sales
typically comes from third-party-sourced products that carry only a
small up-charge. As a result, margin percentages tend to be lower
on these large system sales when compared to the rest of the
business.
•Screening
and Separating Equipment
◦Screening
and separating equipment sorts dry, granular products based on the
size of the particles being processed. This equipment is sold
under the Rotex®
and BM&M®
brands to customers in a variety of industries including proppants,
fertilizers, chemicals, agricultural goods, plastics, forest
products, and food processing. A majority of the equipment
uses a unique technology based on a specific gyratory-reciprocating
motion that provides an optimal material distribution on the
screens, gentle handling of particles, and accurate
separations.
•Flow
Control Solutions
◦Pump
solutions mainly consist of piston and piston diaphragm pump
technologies that transfer abrasive or corrosive fluids and fluids
with a high sludge or solids content for mission-critical
applications. This equipment is sold under the
ABEL®
Pump Technology
brand into the power generation, wastewater treatment, mining,
general industry, and marine markets. This equipment lends itself
to a superior total cost of ownership over time compared to other
pumping technologies.
◦Valve
solutions mainly consist of pinch valves and duckbill check valves
that manage fluids for mission-critical, severe service
applications. These valves, among others, are sold under the Red
Valve®,
Tideflex Technologies®
, and RKL Controls brands into the water and wastewater, drainage
and storm water, mining, chemicals, and power markets. These
engineered valves are designed for long life in the toughest
municipal and industrial applications, lending themselves to
superior total costs of ownership over time.
•Size
Reduction Equipment
◦Size
reduction equipment is used to reduce the size of friable
materials. Pennsylvania Crusher®
and Gundlach® products
are used to crush materials in the power generation, mining,
quarrying, glass making, salt processing, and fertilizer
manufacturing industries. Jeffrey Rader® products
are used in industries including forest products, pulp and paper,
biomass power and energy generation, and plastics/base resin
manufacturing. Jeffrey Rader also designs and provides complete
material handling and pneumatic or mechanical conveying systems to
meet product specifications, including boiler feed, resource
recovery, rail and truck loading/unloading, and recycling
systems.
•Aftermarket
parts and service
◦Aftermarket
parts and service are a major component of most of Advanced Process
Solutions’ product lines. Service engineers and technicians
are located around the globe to better respond to customers’
machines and systems service needs. Advanced Process
Solutions offers its customers service consulting, training,
maintenance and repairs, spare parts, and modernization
solutions.
In August 2020, we announced our decision and intent to divest the
TerraSource Global and flow control businesses. TerraSource Global
and the flow control businesses manufacture equipment and systems
primarily in the minerals and mining, forest products, and
wastewater treatment industries. Pending our divestiture of the
TerraSource Global and flow control businesses, which we expect to
be completed approximately within one year, Advanced Process
Solutions will effectively cease to offer flow control solutions
and size reduction equipment.
Advanced Process Solutions: Sales, Distribution, and
Operations
Advanced Process Solutions sells equipment and systems throughout
the world using a combination of direct sales and a global network
of independent sales representatives and distributors. A part
of the Advanced Process Solutions’ sales is made through
independent sales representatives who are compensated by
commission.
Equipment and systems orders are often for unique,
engineered-to-order items. Products are either assembled and
tested at Advanced Process Solutions facilities and then shipped to
a customer or are assembled at the customer’s desired
location.
We expect that future revenue associated with Advanced Process
Solutions will be influenced by order backlog because of the lead
time involved in fulfilling engineered-to-order equipment for
customers. Backlog represents the amount of consolidated revenue
that we expect to realize on contracts awarded to Advanced Process
Solutions. Though backlog can be an indicator of future
revenue, it does not include projects and aftermarket parts orders
that are booked and shipped within the same quarter. The
timing of order placement, size of order, extent of customization,
and customer delivery dates can create fluctuations in backlog and
revenue. Revenue attributable to backlog may also be affected
by foreign exchange fluctuations for orders denominated in
currencies other than U.S. dollars or by provisions for
cancellation, termination, or suspension at the discretion of the
customer.
Advanced Process Solutions: Customers
Advanced Process Solutions has customers in a wide range of
industries, including plastics, food and pharmaceuticals,
chemicals, fertilizers, minerals and mining, energy, wastewater
treatment, and forest products. These customers range from
large, Fortune 500 global companies to regional and local
businesses. No one Advanced Process Solutions customer
accounted for more than 10% of Hillenbrand’s consolidated net
revenue during 2020. For large or customized orders,
customers generally pay a deposit and make progress payments in
accordance with the project progress. Often, long-term
relationships are established with these customers.
Advanced Process Solutions’ sales are diversified by end markets,
and further penetration of these end markets is an important
element of its strategy. Geographically, approximately 33% of
Advanced Process Solutions’ net revenue in 2020 came from the
Americas, 40% from Asia, and 27% from EMEA (Europe, the Middle
East, and Africa).
We believe that long-term growth for this segment is driven by
megatrends such as a rapidly growing middle class in China and
India and a growing global population, resulting in rising demand
for products sold in many of the end markets Advanced Process
Solutions serves, including durable plastic goods. These
trends include increased use of lightweight plastics in the
automotive industry to improve fuel efficiency; more effective
packaging in emerging markets to improve food shelf life,
freshness, and safety; a variety of applications in the medical
space designed to improve safety, drug and therapy delivery, and
durability; and more engineered plastics in construction that are
more durable, lightweight and require little maintenance.
Additionally, we expect Advanced Process Solutions to be able to
leverage its technical know-how to win in emerging end markets such
as recycling and biodegradable plastics. While overall demand for
these products is expected to increase over the long run, we expect
short-term periodic fluctuations in demand from
time-to-time.
Advanced Process Solutions: Competition
We believe Advanced Process Solutions holds leading positions in
key industries because of design and quality of products, extensive
application and process engineering expertise, product support
services, brand name recognition, its unique ability to provide
compounding, extrusion and material handling equipment as a
complete system, and commitment to serving the broad needs of
customers.
Advanced Process Solutions brands face strong competition in the
markets where they compete. Competitors range in size from small,
privately-held companies serving narrow market segments or
geographical areas to larger, well-known global companies serving
national and international markets with multiple product
lines. We believe Advanced Process Solutions’ diversification
into multiple industries and markets, its base of aftermarket parts
business, and its strong worldwide network of suppliers and dealers
will allow it to maintain leadership positions even during economic
downturns.
Advanced Process Solutions: Raw and Component
Materials
The manufacturing of the Advanced Process Solutions’ products
involves the machining and welding of raw materials (primarily
sheet metals and steel) and castings that are assembled with other
component parts purchased from third-party suppliers that generally
require particular specifications or qualifications. Although most
of these raw materials and components
are generally available from several sources, some of these items
are currently purchased from single sources. Volatility in
the prices Advanced Process Solutions pays for raw materials used
in its products has a direct effect on profitability. Advanced
Process Solutions regularly takes steps designed to mitigate the
impact of volatility in raw and component material prices,
including executing Lean initiatives and various pricing and
sourcing actions. In instances where third-party suppliers
are depended upon for outsourced products or components, there is
risk of customer dissatisfaction with the quality or performance of
the products sold due to supplier failure. In addition,
difficulties experienced by third-party suppliers can interrupt the
ability to obtain the outsourced product and ultimately to supply
products to customers. Regardless, we believe Advanced
Process Solutions will generally be able to continue to obtain
adequate supplies of key products or appropriate substitutes at
reasonable costs.
Advanced Process Solutions: Strategy
Advanced Process Solutions seeks profitable growth through the
following strategic initiatives:
•Strengthen
leadership positions and build targeted platforms
◦Leverage
core technologies and applications expertise to further penetrate
current markets.
◦Grow
platforms to critical mass in plastics and chemicals, food and
pharmaceuticals, and separation to achieve benefits of leadership
and scale.
◦Enter
attractive new markets and near adjacencies with large addressable
opportunities.
◦Leverage
global footprint to expand customer base and win in new
markets.
•Drive
innovation and new product development
◦Provide
innovative product and service solutions to solve customers’
challenges.
◦Extend
applications expertise to win in adjacent markets with high growth
potential.
◦Develop
new products driven by voice of customer input and changing
needs.
◦Provide
value-added end-to-end solutions from individual components to
integrated systems.
•Leverage
HOM to drive margin expansion and profitable growth
◦Apply
HOM principles and tools, including voice of customer and
segmentation, for profitable growth.
◦Drive
best-in-class lead times to grow share in aftermarket parts and
service business.
◦Implement
strategic supplier relationships to improve cost and
quality.
◦Enhance
productivity through process standardization.
Molding Technology Solutions
Molding Technology Solutions
is a global leader in highly engineered and customized systems in
plastic technology and processing. The product lines within Molding
Technology Solutions have strong brand recognition and an
established global footprint, and we believe, are well-positioned
to benefit from continued robust industry growth in both developed
and emerging markets. Molding Technology Solutions’ breadth of
products, long history, and global reach have resulted in a large
installed base of plastic processing equipment and hot runner
systems.
Molding Technology Solutions: Products and
Services
Molding Technology Solutions has a product portfolio that includes
injection molding and extrusion equipment and hot runner systems.
Molding Technology Solutions maintains leadership positions across
these product lines, as well as leading positions in process
control systems, mold bases and components, and MRO supplies. The
Molding Technology Solutions product lines are supported by
aftermarket parts and services, which represented approximately 27%
of Molding Technology Solutions’ total net revenue during 2020.
Products are offered under brand names that are recognized as being
among the leaders in their respective industries.
•Injection
molding and extrusion equipment
◦Molding
Technology Solutions designs, manufactures and sells plastic
processing equipment and systems, which include injection molding,
extrusion and auxiliary systems. This product line has a diverse
set of customers, including companies in the automotive, consumer
goods, electronics, construction, medical and packaging end
markets.
•Hot
runner systems
◦Molding
Technology Solutions designs, manufactures and sells
highly-engineered, technically advanced hot runner and process
control systems. Hot runner systems are designed for each product a
customer manufactures on an injection molding machine. This product
line derives sales from capital products, aftermarket parts and
services. Hot runner systems are product-specific and replaced
frequently due to design changes and innovation in customers’ end
products, with a typical aftermarket cycle of one to five years.
Recurring sales are supported by a large installed base of hot
runner systems worldwide.
•Mold
bases and components
◦Molding
Technology Solutions designs, manufactures, and sells high-quality
mold bases and plates available in various configurations to meet
the needs of customers for a variety of applications.
Pre-engineered assemblies, plates and components provide the
economic and technical benefits of interchangeability.
•Aftermarket
parts and service
◦Aftermarket
parts and service are a major component of most of the Molding
Technology Solutions product lines. Service engineers and
technicians are located around the globe to better respond to
customers’ machines and systems service needs. Molding
Technology Solutions offers its customers service consulting,
training, maintenance and repairs, spare parts, and modernization
solutions.
Molding Technology Solutions: Sales, Distribution, and
Operations
Molding Technology Solutions sells equipment and systems throughout
the world using a combination of direct sales and a global network
of independent sales representatives and distributors. A part
of Molding Technology Solutions’ sales is made through independent
sales representatives who are compensated by
commission.
Molding Technology Solutions does not typically have long-term
supply agreements with customers, and terms are generally
negotiated on an individual order basis. Customers purchasing
injection molding or extrusion machines generally pay a deposit and
make progress payments prior to shipment. Pricing is set at the
time of order, typically on a customized basis for each product.
Raw materials and component purchases are managed based on order
trends, allowing Molding Technology Solutions to mitigate the risk
of changes in raw material and components pricing. Most Molding
Technology Solutions orders are fulfilled within 3 months, but we
expect some future revenue associated with Molding Technology
Solutions will be influenced by order backlog because of the lead
time in fulfilling some engineered-to-order products. Backlog
represents the amount of consolidated revenue that we expect to
realize on contracts awarded to Molding Technology Solutions.
Though backlog can be an indicator of future revenue, it does not
include projects and aftermarket parts orders that are booked and
shipped within the same quarter. The timing of order placement,
size of order, extent of customization, and customer delivery dates
can create fluctuations in backlog and revenue. Revenue
attributable to backlog may also be affected by foreign exchange
fluctuations for orders denominated in currencies other than U.S.
dollars, or by provisions for cancellation, termination, or
suspension at the discretion of the customer.
Molding Technology Solutions: Customers
Molding Technology Solutions has customers in a wide range of
industries, including automotive, consumer goods, packaging,
construction and electronics. These customers range from large,
Fortune 500 global companies to regional and local businesses,
including original equipment manufacturers (“OEMs”), molders and
mold-makers. Molding Technology Solutions has long-standing
relationships with its largest customers, having served many of
them for over 30 years. No one Molding Technology Solutions
customer accounted for more than 10% of Hillenbrand’s consolidated
net revenue during 2020.
Molding Technology Solutions’ sales are further diversified by end
markets, and continued expansion into these end markets is an
important element of its strategy. Geographically,
approximately 55% of Molding Technology Solutions’ net revenue in
2020 came from the Americas, 27% from Asia, and 18% from EMEA
(Europe, the Middle East, and Africa).
Global population growth, coupled with continued urbanization,
increased purchasing power and improved lifestyle in emerging
markets has resulted in greater demand for a broad range of
finished plastic products in many segments of the economy,
including automotive, construction and consumer products. We
believe Molding Technology Solutions’ strong global presence
positions it well to benefit from this growth. Molding Technology
Solutions has made significant investments in China and India in
order to capitalize on the projected growth in plastics in these
markets.
Molding Technology Solutions: Competition
We believe Molding Technology Solutions holds leading positions in
key industries because of design and quality of products, extensive
application and process engineering expertise, product support
services, brand name recognition, and commitment to serving the
broad needs of customers.
Molding Technology Solutions brands face strong competition in the
markets where they compete. Competitors range in size from small,
privately-held companies serving niche industries or geographical
areas to larger, well-known global companies serving national and
international markets with multiple product lines. We believe
Molding Technology Solutions’ leading product quality and design
inclusion in a number of flagship products, diversification into
multiple industries and markets, its base of aftermarket parts
business, and its strong worldwide network of suppliers and dealers
will allow it to maintain leadership positions even during economic
downturns.
Molding Technology Solutions: Raw and Component
Materials
Steel, which Molding Technology Solutions sources both directly and
indirectly through its component suppliers, is the primary material
used in the manufacturing of its products. Molding Technology
Solutions does not enter into derivative financial instruments to
hedge its commodity price risk and currently does not have a
significant number of long-term supply contracts with key
suppliers. Molding Technology Solutions has developed a global
network of reliable, low-cost suppliers in order to secure its
supply needs.
Volatility in the prices Molding Technology Solutions pays for raw
materials used in its products, including sheet metals and steel,
has a direct effect on profitability. Molding Technology Solutions
regularly takes steps designed to mitigate the impact of volatility
in raw and component material prices, including executing Lean
initiatives and various pricing and sourcing actions. Where
possible, Molding Technology Solutions seeks alternative sources
and, in some situations, is able to reformulate product with
alternative materials without impacting performance, environmental,
and health and safety features. We believe that Molding Technology
Solutions will be able to continue to obtain adequate supplies of
key products or appropriate substitutes at reasonable
costs.
Molding Technology Solutions: Strategy
Molding Technology Solutions seeks to execute its strategy through
the following initiatives:
•Strengthen
leadership positions in global markets
◦Leverage
core technologies and applications expertise to expand presence in
current end markets.
◦Leverage
Hillenbrand’s strong positions across the plastics value chain to
cross-sell product lines with Advanced Process
Solutions.
◦Expand
product offering in key end markets, including emerging segments
such as recycling and biodegradable plastics.
•Drive
innovation and new product development
◦Provide
innovative product and service solutions to solve customers’
challenges, leveraging shared research and development and
technology across the enterprise.
◦Develop
new products that are focused on solidifying Molding Technology
Solutions’ current market positions and expanding the market
through the introduction of technology that displaces other
materials, primarily metal and glass.
◦Provide
value-added end-to-end solutions from individual components to
integrated systems.
•Leverage
Hillenbrand Operating Model and aftermarket parts and service
revenue to drive margin expansion and profitable
growth
◦Apply
HOM principles and tools, including voice of customer and
segmentation with a goal to drive profitable growth.
◦Leverage
Hillenbrand’s global footprint and enhance customer support through
the entire lifecycle of their equipment usage to expand sales of
aftermarket parts and services.
◦Drive
global supply strategy to achieve supply chain and operating
efficiencies to improve cost and quality.
◦Enhance
productivity through process standardization.
Batesville
Batesville® is
a recognized leader in the death care industry in North America,
where it has been designing, manufacturing, distributing, and
selling funeral service products and solutions to licensed funeral
directors operating licensed funeral homes for more than 100
years.
Batesville: Products and Services
As the needs of funeral professionals and consumers have evolved,
Batesville has expanded its offerings with innovative products,
value-added services, and digital tools to help funeral directors
assist families in creating meaningful services. Today, the
company provides solutions under three primary platforms: (1)
Burial Solutions, which includes burial caskets and accounts for
the majority of Batesville’s net revenue, (2) Cremation
Options®,
and (3) Technology Solutions.
•Burial
Solutions
•As
a recognized leader in the death care industry in North America,
Batesville has been on the forefront of product innovation for more
than 70 years. The company has introduced new interior and exterior
design elements, materials, finishes, and proprietary features that
align with consumer trends and preferences, while adding value for
funeral professionals and consumers. Batesville’s product
portfolio covers the full spectrum in variety and value, with metal
and wood caskets to appeal to different consumers. In addition to
its product breadth, Batesville offers training, merchandising, and
marketing materials to educate funeral directors and consumers on
product and service options.
•Cremation
Options®
•The
Cremation Options®
platform is focused on helping funeral professionals profitably
serve the growing number of consumers choosing cremation.
Batesville offers a broad line of cremation caskets, containers,
urns, remembrance jewelry, and keepsakes. As with Burial Solutions,
Batesville offers training, merchandising, and marketing resources
to support funeral directors and consumers who select
cremation.
•Technology
Solutions
•Batesville’s
technology solutions enhance the consumer experience and create
business efficiencies for nearly 6,000
funeral homes and cemeteries across North America. The company
offers a suite of integrated, easy-to-use technology products and
services, including funeral home websites, e-commerce solutions,
digital selection and arrangement software, and business management
systems for funeral homes and cemeteries.
Batesville also offers an expansive assortment of personalization
and memorialization elements that can be incorporated into products
and services to capture the individuality of the loved one and
create a unique and meaningful experience for the family.
Personalization is available on both burial and cremation products
using Batesville’s proprietary LifeSymbols® designs,
LifeStories® medallions and keepsakes, LifeView® panels,
embroidered tribute panels, and MemorySafe® Drawer. Funeral
directors can also create themed obituaries, personalize video
tributes, and provide other tailored offerings for families using
Batesville’s web technology.
Batesville: Sales, Distribution, and Operations
Batesville-branded caskets are marketed by a direct sales force and
through digital channels only to licensed funeral professionals
operating licensed funeral establishments throughout the U.S.,
Puerto Rico, Canada, Mexico, and Australia. Batesville also
markets its products to select independent distribution facilities
as well as full-service funeral establishments offering funeral
products in conformance with state law in states that do not have
specific licensing requirements.
Batesville has sales contracts in place with certain national death
care service providers and also serves more than 11,500
independent, privately owned funeral homes across North
America. None of Batesville’s customers accounted for more
than 10% of Hillenbrand’s consolidated net revenue during
2020.
Batesville: Customer Preferences and
Demographics
The death of a family member causes most people to seek the
services of a state-licensed funeral director. Although
caskets and urns can be purchased from a variety of sources,
including internet sellers and casket stores, the overwhelming
majority of consumers who arrange a funeral purchase these products
directly from a funeral home. Consumer spending on caskets and urns
has not kept pace with inflation, negatively impacting product mix.
We anticipate this macroeconomic trend in consumer spending will
continue, which would result in mix decline in the foreseeable
future.
Demand for Batesville products and services is partially impacted
by a few key external factors: U.S. and Canadian population
demographics, the number of deaths annually, and the rate at which
consumers select cremation. The combination of these primary
factors has negatively impacted the burial volume trend in recent
years, although periodic fluctuations can impact demand and net
revenue in a given quarter and year. We anticipate the
negative trend in burial demand will continue in the foreseeable
future as the higher number of deaths among the aging post-World
War II baby boomer generation is more than offset by the continued
shift toward cremation. As a percentage of total deaths, the
estimated cremation rate in 2020 was approximately 55% in the U.S.
and 73% in Canada (Source: Cremation Association of North
America).
Batesville: Competition
Batesville is a recognized leader in the death care industry,
competing with several national and regional casket manufacturers,
as well as more than 100 independent casket distributors, most of
whom serve fairly narrow geographic segments. Some
non-traditional death care providers, such as large discount retail
stores, casket stores, and internet casket retailers also sell
caskets directly to consumers. The industry has seen foreign
manufacturers, mostly from China, import caskets into the U.S. and
Canada. Sales from these non-traditional and foreign
providers collectively currently represent less than 10% of total
casket sales in North America. We expect declining casket demand
and existing domestic over-capacity to continue to put added
economic pressures on casket manufacturers and
distributors.
Batesville: Raw Materials and Working Capital
Batesville uses carbon and stainless steel, copper and bronze
sheets, wood, fabrics, finishing materials, plastic, and zinc in
the manufacture of its caskets. Although most of these raw
materials are generally available from several sources, some are
currently procured from a single source.
Volatility in raw material prices due to inflation or tariffs,
including steel, fuel, and petroleum-based products, has a direct
effect on Batesville’s profitability. The company generally
does not engage in hedging transactions for these purchases but
does enter into fixed-price supply contracts at times.
Batesville regularly takes steps designed to mitigate the impact of
volatility in raw material and fuel prices, including executing
Lean initiatives and various sourcing actions.
Most of Batesville’s sales are made pursuant to supply agreements
with its customers, and historically it has instituted annual price
adjustments to help offset some, but not necessarily all, raw
material cost increases.
Batesville maintains an adequate level of working capital to
support the needs of its business. There are no unusual industry
practices or requirements affecting working capital that are
significant to understanding Batesville’s
business.
Batesville: Strategy
While we believe there are opportunities to generate additional
revenue within a wider range of death care products and services,
sustaining volume in the burial casket space continues to be a top
priority. Batesville’s leadership team is focused on two
strategic initiatives to sustain burial volume:
•Grow
leadership position in the death care industry
•Focus
on building and delivering value propositions that align with the
needs of each customer segment to continue Batesville’s mission
of
helping families honor the lives of those they
love®.
•Use
the HOM principles and tools to strengthen our leadership position
and maintain an optimal cost structure to support
profitability
•Continually
improve processes to be more consistent and efficient and to yield
industry leading quality products and services that our customers
value.
HILLENBRAND INTELLECTUAL PROPERTY
We own a number of patents on our products and manufacturing
processes and maintain trade secrets related to manufacturing
processes. These are important patents and trade secrets, but
we do not believe any single patent or trade secret, or related
group of patents or trade secrets is of material significance to
our business as a whole. We also own a number of trademarks and
service marks relating to products and services which are of
importance. We believe the marks Coperion®,
Coperion K-Tron®,
TerraSource Global®,
Pennsylvania Crusher®,
Gundlach®,
Jeffrey Rader®,
K-Tron®,
Rotex®,
ABEL®
Pump Technology, Red Valve®,
BM&M®,
and Tideflex Technologies®
are material to our Advanced Process Solutions reportable
segment. We believe the marks Milacron®,
DME®
and Mold-Masters®
are material to our Molding Technology Solutions reportable
segment. We believe the trademark Batesville®
is material to our Batesville reportable segment.
Our ability to compete effectively depends, to an extent, on our
ability to maintain the proprietary nature of our intellectual
property. In the past, certain of our products have been copied and
sold by others and could continue to be. Hillenbrand
vigorously seeks to enforce its intellectual property rights.
However, we may not be sufficiently protected by our various
patents, trademarks, and service marks, and they may be challenged,
invalidated, cancelled, narrowed, or circumvented. Beyond
that, we may not receive the pending or contemplated patents,
trademarks, or service marks for which we have applied or
filed.
HILLENBRAND REGULATORY MATTERS
Advanced Process Solutions, Molding Technology Solutions, and
Batesville reportable segments are subject to a variety of federal,
state, local, and foreign laws and regulations relating to
environmental, health, and safety concerns, including the handling,
storage, discharge, and disposal of hazardous materials used in or
derived from our manufacturing processes. We are committed to
operating all our businesses in a manner that protects the
environment and makes us good corporate citizens in the communities
in which we operate. While we believe that continued
compliance with federal, state, local and foreign laws relating to
the protection of the environment will not have a material effect
on our capital expenditures, earnings or competitive position,
future events or changes in existing laws and regulations or their
interpretation may require us to make additional expenditures in
the future. The cost or need for any such additional
expenditure is not known.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Our Board of Directors is responsible for electing the Company’s
executive officers annually and from time to time as
necessary. Executive officers serve in the ensuing year and
until their respective successors are elected and qualified.
There are no family relationships between any of our executive
officers or between any of them and any members of the Board of
Directors. The following is a list of our executive officers
as of November 11, 2020.
Joe A. Raver,
54,
has served as a director and as President and Chief Executive
Officer of the Company since September 2013. He has served as
President of the Company’s Advanced Process Solutions report
segment since March 2011. In August 2017, Mr. Raver was elected as
a director of Applied Industrial Technologies, Inc. (“AIT”), a
leading industrial distributor serving MRO and OEM customers in
virtually every industry. In October 2017, Mr. Raver was appointed
to both the Audit and the Corporate Governance Committees of AIT,
and in October 2019, he moved from the Audit to the Executive
Organization and Compensation Committee. Prior to being named
President of the Company’s Advanced Process Solutions reportable
segment, Mr. Raver served as President of Batesville Casket Company
from 2008 to 2011. He also previously served as Vice
President and General Manager of the respiratory care division of
Hill-Rom Holdings (“Hill-Rom,” f/k/a Hillenbrand Industries, Inc.),
a leading global provider of medical equipment and services and the
Company’s former parent, as well as Hill-Rom’s Vice President of
Strategy and Shared Services. Prior to that, Mr. Raver
spent 10 years in a variety of leadership positions at Batesville
Casket Company and Hill-Rom.
Kristina A. Cerniglia, 54,
was elected Senior Vice President, Chief Financial Officer
effective August 2014. Ms. Cerniglia has more than 30 years of
industrial experience and, since December 2018, has also served on
the Board of Directors of Littelfuse, Inc., a global manufacturer
of leading technologies in circuit protection, power control, and
sensing. Ms. Cerniglia’s service on the Littelfuse Board of
Directors has included serving on its Audit and Compensation
Committees since April 2019. Additionally, in 2019, Ms. Cerniglia
was elected as a director of Margaret Mary Health in Batesville,
Indiana, a not-for-profit, critical access hospital providing both
inpatient and outpatient services, and serves on its Finance
Committee. Before assuming the role as Hillenbrand’s Chief
Financial Officer, she spent 17 years serving in a variety of
leadership roles, most recently as Vice President and Corporate
Controller (2010-2014) at Stanley Black & Decker (“Stanley”), a
global provider of power and hand tools, mechanical access
solutions, and electronic monitoring systems. Prior to that, she
spent nine years of her career at United Technologies Corporation
in various financial roles.
Ling An-Heid, 60,
has been President of Mold-Masters since 2017, and Senior Vice
President of Hillenbrand since November 2019. Before then, she
served as President of Mold-Masters Americas and Asia from 2013 to
2017. Ms. An-Heid joined the Applications Design Group at
Mold-Masters in 1991 and was instrumental in developing the region
as president of Mold-Masters Asia until 2013. Before Mold-Masters,
she served as a General Manager and legal representative of Beijing
Plastic Mechanical Co. Ltd. She holds a Bachelor of Science degree
in Plastics Mechanical Engineering from the Beijing Chemical
University and also acts as the Vice Director of the China Die and
Mold Industry Association.
Peter S. Dyke, 49,
has served as the Company’s Senior Vice President and Chief Human
Resources Officer since October 2020. Mr. Dyke brings more than 25
years of experience in human resources, serving most recently as
Chief Human Resources Officer for Sigura (f/k/a Innovative Water
Care, LLC), a global specialty chemicals company, from 2019 to
2020. Prior to that, he served as Chief Human Resources Officer at
Luxfer Holdings, plc, a global materials technology company, from
2018 to 2019 and as Vice President, Human Resources at various
business units of Pentair PLC, an industrial manufacturing company.
Mr. Dyke’s tenure at Pentair lasted from 2004 to 2018, including
Vice President, Human Resources of its Water Quality Systems Global
Business Unit from 2014 to 2018. Mr. Dyke’s experience before
Pentair included human resources roles with increasing levels of
responsibility at General Electric Company, Ford Motor Company, and
Valassis Communications Inc.
Nicholas R. Farrell, 41,
is the Company’s Senior Vice President, General Counsel, Secretary,
and Chief Compliance Officer. He has served as General
Counsel since October 2015 and Chief Compliance Officer since
December 2016.
Mr. Farrell began his career with the Company in 2011 as Corporate
and Securities Counsel, and prior to his current role served as
Vice President, Associate General Counsel and Assistant Secretary,
beginning in 2014. Prior to joining Hillenbrand, Mr. Farrell
was in private practice for six years with global law firm Troutman
Sanders. Mr. Farrell is also Chair of the Board of Cure SMA, an
international not-for-profit organization committed to developing
treatments and a cure for spinal muscular atrophy, the number one
genetic cause of death for infants.
Michael M. Jones, 45,
has been President of Milacron Injection Molding & Extrusion
and Senior Vice President of Hillenbrand since November 2019. He
previously served as the President of the Milacron Advanced
Plastics Processing Technologies (APPT) Americas and Europe
businesses since January 2019. Prior to that time, he held a number
of senior leadership positions within Milacron including roles as
Vice President of Finance and Investor Relations and Senior Vice
President Finance and Operations. Before joining Milacron, he held
finance positions at GE Aviation, the aerospace division of General
Electric Company, from 2012-2015. Mr. Jones also held positions at
Hill-Rom between 2004 and 2011. He is a Certified Public Accountant
(inactive).
Kimberly K. Ryan, 53,
was elected
President of Coperion GmbH effective September 2015. Since August
2018, she also oversees the Company’s Rotex business, and since
August 2019 oversees the Company’s Abel business. Ms. Ryan has also
been a
Senior Vice President of Hillenbrand since April 2011. Prior to
being appointed President of Coperion, Ms. Ryan served as President
of Batesville effective April 2011. Since 2014, Ms. Ryan has also
served as a member of the Board of Directors of Kimball
International, Inc., a design-driven furnishings manufacturer,
including as a member of the Audit Committee during that time and
as Chair of the Board since November 2018. From 2000-2011, she held
various senior leadership roles at the Company’s former parent
Hillenbrand Industries, Inc., including Senior Vice President, Post
Acute Care; Senior Vice President, Shared Services; Senior Vice
President, Information Technology; Vice President, Batesville
Business Information Systems; and Director, Batesville Enterprise
Planning Systems. Ms. Ryan began her career with Batesville in
1989, holding positions of increasing responsibility within
Batesville and the Company’s former parent in finance, strategy,
operations, logistics, and information technology.
Christopher H. Trainor, 50,
was elected
President of Batesville Casket Company effective September 2015,
after having served as its Senior Vice President, CFO and Chief
Administrative Officer. Mr. Trainor has also been a
Senior Vice President of Hillenbrand since December 2015. Mr.
Trainor
joined Batesville in 2010 as Vice President and Chief Financial
Officer and was later assigned additional responsibilities for
oversight of Human Resources and Information Technology. Prior to
joining
Batesville, Mr. Trainor spent 17 years with Kraft Foods, a global
food and beverage company, where he held a variety of finance roles
in both the United States and United Kingdom.
J. Michael Whitted, 48,
was elected Senior Vice President, Strategy and Corporate
Development effective June 2018. Prior to joining the Company, Mr.
Whitted served as Vice President, Corporate Development for SPX
Corporation and SPX Flow, Inc., diversified, global suppliers of
infrastructure equipment to various industries, from 2001 to 2015.
Prior to that, he served as a Vice President for Bear Stearns from
1998 to 2001, where he led corporate finance and M&A advisory
transactions. Mr. Whitted’s experience prior to Bear Stearns
included corporate finance and M&A advisory roles at CIBC World
Markets, Bankers Trust, and First Chicago NBD.
Michael D. Prado, 63,
was elected Vice President, Global Supply Management effective June
2020. Mr. Prado joined the Company after providing supply
management consulting services to the Company from February 2020
through June 2020. Prior to joining the Company in a consulting
capacity, Mr. Prado served as Vice President, Global Supply
Management and Chief Procurement Officer of Stanley, a global
provider of power and hand tools, mechanical access solutions, and
electronic monitoring systems. Mr. Prado served in this role from
June 2000 to December 2019, capping nearly 20 years of service.
From 1980 to 2000 Mr. Prado served in operations roles of
increasing responsibility at Delta Air Lines, Inc., and United
Technologies Corporation. Mr. Prado also sits on the Business
Advisory Board of Clarkson University and has been an active
faculty participant in their executive supply chain management
education program.
Bhavik N. Soni, 47,
was elected Vice President, Chief Information Officer effective May
2017, and promoted to the Company’s Executive Management Team in
May 2019. Mr. Soni joined the Company from Honda Aircraft Company,
a jet airplane manufacturer, where he served as Chief Information
Officer - IT & Engineering Systems Division from 2015 to 2016.
Prior to that, he served as Chief Information Officer for
Artificial Lift, GE Oil & Gas at General Electric Company
(“GE”), an energy technology company, from 2013 to 2015, preceded
by fifteen years in other information technology-related roles of
increasing responsibility at GE. Mr. Soni’s experience prior to GE
included software engineering roles at Rockwell Collins, Inc. and
General Dynamics Corporation.
Andrew S. Kitzmiller,
41,
was elected Vice President, Chief Accounting Officer, and
Controller effective November 2019. Immediately prior, Mr.
Kitzmiller served more than two years in senior finance roles at
Milacron Holdings Corp. (“Milacron”), as Vice President – Finance
and Corporate Controller (April 2019 to November 2019) and as
Corporate Controller (September 2017 to April 2019). Prior to
Milacron, he served in a series of increasingly senior roles at GE
Aviation, the aerospace division of General Electric Company
(“GE”), from December 2012 through November 2017. These roles at GE
included Controller – Additive, Aviation Supply Chain and
Engineering Divisions (November 2016 to September 2017); Accounting
Center of Excellence Leader (September 2014 to November 2016),
including with controllership oversight of the Supply Chain and
Engineering Divisions (April 2016 to November 2016); and two
sequential assistant controller positions. Mr. Kitzmiller began his
career in public accounting at Deloitte & Touche
LLP.
AVAILABILITY OF REPORTS AND OTHER INFORMATION
Our website is www.hillenbrand.com. We make available on this
website, free of charge, access to press releases, conference
calls, our annual and quarterly reports, and other documents filed
with or furnished to the Securities and Exchange Commission (SEC)
as soon as reasonably practicable after these reports are filed or
furnished. We also make available through the “Investors”
section of this website information related to the corporate
governance of the Company, including position specifications for
the Chairperson and each of the members of the Board of Directors,
as well as for committee chairpersons; the Corporate Governance
Standards of our Board of Directors; the charters of each of the
standing committees of the Board of Directors; our Code of Ethical
Business Conduct; our Global Anti-Corruption Policy; and our Supply
Chain Transparency Policy. All of these documents are also
available to shareholders in print upon request.
All reports and documents filed with the SEC are also available via
the SEC website, www.sec.gov.
Item 1A. RISK FACTORS
In this section of the Form 10-K, we describe the risks we
believe are most important for you to think about when you consider
investing in, selling, or owning securities. This information
should be assessed along with the other information we provide you
in this Form 10-K and that we file from time to time with the
SEC. Like most companies, our business involves risks.
The risks described below are not the only risks we face, but these
are the ones we currently think have the potential to significantly
affect stakeholders in our Company if they were to develop
adversely (due to size, volatility, or both). We exclude
risks that we believe are inherent in all businesses broadly as a
function of simply being “in business.” As described herein,
the COVID-19 pandemic may adversely affect our business and
financial results and may also have the effect of heightening many
of the other
risks described in this section. Additional risks not currently
known or considered immaterial by us at this time and thus not
listed below could also result in adverse effects on our
business.
1.The
COVID-19 pandemic could have a material adverse effect on our
business and results of operations, the nature and extent of which
are highly uncertain and unpredictable.
The COVID-19 pandemic, and the various government, industry and
consumer actions related thereto, are having and are likely to
continue to have negative impacts on our business and have created
or could create or intensify adverse conditions described in our
other risk factors. These impacts and conditions include, but are
not limited to, potential significant volatility or decreases in
demand for our products, changes in customer behavior and
preferences, disruptions in or closures of our manufacturing
operations or those of our customers and suppliers, disruptions
within our supply chain, limitations on our employees’ ability to
work and travel, potential increased vulnerability to cybersecurity
incidents, including breaches of information systems security due
to widespread remote working arrangements, potential financial
difficulties of customers and suppliers, significant changes in
economic or political conditions, including rapidly changing
government orders and regulations and our efforts to comply with
them, and related financial and commodity volatility, including
volatility in raw material and other input costs (including but not
limited to oil prices), any of which could last for extended
periods. Disruption caused by the COVID-19 pandemic and the
Company’s response to the COVID-19 pandemic could also increase the
Company’s exposure to claims from customers, suppliers, financial
institutions, regulators, payment card associations, employees and
others, any of which could have a material adverse effect on the
Company’s financial condition and results of operations.
Furthermore, the pandemic has impacted and may further impact the
broader economies of affected countries, including negatively
impacting economic growth, the proper functioning of financial and
capital markets, foreign currency exchange rates, and interest
rates. For example, the continued spread of COVID-19 has led to
disruption and volatility in the global capital markets, which
increases the cost of capital and adversely impacts access to
capital.
Despite our efforts to manage through the current circumstances,
the degree to which COVID-19 and related actions ultimately impact
our business, financial position, results of operations, and cash
flows may depend on certain factors beyond our control, including
the duration, spread, and severity of the pandemic, the actions
taken to contain COVID-19 and mitigate its public health effects,
the impact on the U.S. and global economies and demand for our
products, and how quickly and to what extent normal economic and
operating conditions resume or become impacted by long-lasting
changes. The extent to which COVID-19 may impact our business,
while likely to continue to be significant, cannot be predicted
with certainty.
2.We
may be unable to successfully integrate the businesses of
Hillenbrand and Milacron and realize the anticipated benefits of
the merger.
On November 21, 2019, we completed the acquisition of Milacron. The
success of the merger will depend, in part, on the Company’s
ability to successfully combine and integrate the businesses of
Hillenbrand and Milacron, which previously operated as independent
public companies, and realize the anticipated benefits, including
synergies, cost savings, innovation opportunities, and operational
efficiencies, in a manner that does not materially disrupt existing
customer, supplier, and employee relations nor result in decreased
revenue due to losses of, or decreases in orders by, customers. If
the Company is unable to achieve these objectives within the
anticipated time frame, or at all, the anticipated benefits may not
be realized fully or at all, or may take longer to realize than
expected, and the value of the Company’s common stock may
decline.
The integration of the two companies may result in material
challenges, including, without limitation:
•the
diversion of management’s attention from ongoing business concerns
and performance shortfalls at one or both of the companies as a
result of the devotion of management’s attention to the
integration;
•managing
a larger combined business;
•maintaining
employee morale and retaining key management and other
employees;
•retaining
existing business and operational relationships, including
customers, suppliers and other counterparties, and attracting new
business and operational relationships;
•the
possibility of faulty assumptions underlying expectations regarding
the integration process;
•consolidating
corporate and administrative infrastructures and eliminating
duplicative operations;
•coordinating
geographically separate organizations; and
•unanticipated
issues in integrating information technology, communications and
other systems.
Some of these factors are outside of the Company’s control,
including certain impacts of the COVID-19 pandemic discussed
elsewhere in our risk factors, and any one of them could result in
delays, increased costs, decreases in the amount of expected
revenue or synergies, and diversion of management’s time and
energy, which could materially affect our financial position,
results of operations, and cash flows.
We have incurred substantial expenses in connection with the
completion of the merger with Milacron and we expect to incur
further expenses in order to integrate a large number of processes,
policies, procedures, operations, technologies, and systems of
Milacron in connection with the merger.
3.A
key component of our growth strategy is making significant
acquisitions, some of which may be outside the industries in which
we currently operate. We may not be able to achieve some or
all of the benefits that we expect to achieve from these
acquisitions. If an acquisition were to perform unfavorably,
it could have an adverse impact on our business and results of
operations.
All acquisitions involve inherent uncertainties, which may include,
among other things, our ability to:
•successfully
identify the most suitable targets for acquisition;
•negotiate
reasonable terms;
•properly
perform due diligence and determine all the significant risks
associated with a particular acquisition;
•successfully
integrate the acquired company into our business and achieve the
desired performance;
•avoid
diversion of Company management’s attention from other important
business activities; and
•where
applicable, implement restructuring activities without an adverse
impact to business operations.
We may acquire businesses with unknown liabilities, contingent
liabilities, internal control deficiencies, or other risks.
We have plans and procedures to review potential acquisition
candidates for a variety of due diligence matters, including
compliance with applicable regulations and laws prior to
acquisition. Despite these efforts, realization of any of
these liabilities or deficiencies may increase our expenses,
adversely affect our financial position, or cause us to fail to
meet our public financial reporting obligations.
We generally seek indemnification from sellers covering these
matters; however, the liability of the sellers is often limited,
and certain former owners may be unable to meet their
indemnification responsibilities. We cannot be assured that
these indemnification provisions will fully protect us, and as a
result we may face unexpected liabilities that adversely affect our
profitability and financial position.
We may not achieve the intended benefits of our acquisitions. Under
such circumstances, management could be required to spend
significant amounts of time and resources in the transition of the
acquired business, and we may not fully realize benefits
anticipated from application of the HOM. We may also decide to sell
previously acquired businesses, or portions thereof, that no longer
meet our strategic objectives, potentially resulting in a loss,
accounting charge, or other negative impact. As a result of
these factors, our business, cash flows, and results of operations
could be materially impacted.
If we acquire a company that operates in an industry that is
different from the ones in which we currently operate, our lack of
experience with that company’s industry could have a material
adverse impact on our ability to manage that business and realize
the benefits of that acquisition.
4.We
continually assess the strategic fit of our existing businesses and
may divest or otherwise dispose of businesses that are deemed not
to fit with our strategic plan or are not achieving the desired
return on investment, and we cannot be certain that our business,
operating results and financial condition will not be materially
and adversely affected.
A successful divestiture depends on various factors, including
reaching an agreement with potential buyers on terms we deem
attractive, as well as our ability to effectively transfer
liabilities, contracts, facilities, and employees to any purchaser,
identify and separate the intellectual property to be divested from
the intellectual property that we wish to retain, reduce fixed
costs previously associated with the divested assets or business,
and collect the proceeds from any divestitures. These efforts
require varying levels of management resources, which may divert
our attention from other business operations. If we do not realize
the expected benefits of any divestiture transaction, our
consolidated financial position, results of operations, and cash
flows could be negatively impacted. In addition, divestitures of
businesses involve a number of risks, including significant costs
and expenses, the loss of customer relationships, and a decrease in
revenues and earnings associated with the divested business.
Furthermore, divestitures potentially involve significant
post-closing separation activities, which could involve the
expenditure of material financial resources and significant
employee resources. Any divestiture may result in a dilutive impact
to our future earnings if we are unable to offset the dilutive
impact from the loss of revenue associated with the divestiture, as
well as significant write-offs, including those related to goodwill
and other intangible assets, which could have a material adverse
effect on our results of operations and financial
condition.
5.Goodwill
and other identifiable intangible assets, which are subject to
periodic impairment evaluations, represent a significant portion of
our total assets. An impairment charge on these assets could
have a material adverse impact on our financial condition and
results of operations.
We acquired intangible assets with the acquisitions of Milacron,
Coperion, K-Tron (including TerraSource Global), Rotex, Abel, Red
Valve, and BM&M, portions of which were identified as either
goodwill or indefinite-lived assets. We periodically assess
these assets to determine if they are impaired. Significant
negative industry or economic trends, disruptions to our business,
inability to effectively integrate acquired businesses, unexpected
significant changes or planned changes in use of the assets,
divestitures, and market capitalization declines may impair these
assets, and any of these factors may be increasingly present during
the COVID-19 pandemic.
As required by applicable accounting standards, we review goodwill
and other identifiable intangible assets for impairment either
annually or whenever changes in circumstances indicate that the
carrying value may not be recoverable. The risk of impairment to
goodwill is higher during the early years following an acquisition.
This is because the fair values of these assets align very closely
with what we paid to acquire the reporting units to which these
assets are assigned. As a result, the difference between the
carrying value of the reporting unit and its fair value (typically
referred to as “headroom”) is smaller at the time of acquisition.
Until this headroom grows over time, due to business growth or
lower carrying value of the reporting unit, a relatively small
decrease in reporting unit fair value can trigger impairment
charges. When impairment charges are triggered, they tend to be
material due to the size of the assets involved. The recency and
relative size of the Milacron acquisition have elevated and could
further elevate the risk of such impairment charges, including
material impairment charges. Future acquisitions could present the
same risks.
Any charges relating to such impairments could adversely affect our
results of operations in the periods recognized.
6.The
performance of the Company may suffer from business disruptions
associated with information technology, cyber-attacks, or
catastrophic losses affecting infrastructure.
The Company relies heavily on computer systems to manage and
operate its businesses and record and process transactions.
Computer systems are important to production planning, customer
service, and order management, as well as other critical
processes.
Despite efforts to prevent such situations and the existence of
established risk management practices that partially mitigate these
risks, the Company’s systems may be affected by damage or
interruption from, among other causes, power outages, system
failures, or computer viruses. Computer hardware and storage
equipment that is integral to efficient operations, such as email,
telephone and other functionality, is concentrated in certain
physical locations in the various geographies in which the Company
operates.
In addition, cybersecurity threats and sophisticated computer crime
pose a potential risk to the security of the Company’s information
technology systems, networks, and services, as well as the
confidentiality and integrity of the Company’s data. Cyber-attacks,
security breaches, and other cyber incidents could include, among
other things, computer viruses, malicious or destructive code,
ransomware, social engineering attacks (including phishing and
impersonation), hacking, denial-of-service attacks, and other
attacks. These risks may be heightened given our employees’
increased use of remote working environments in response the
COVID-19 pandemic. Sensitive information is also stored by our
vendors and on the platforms and networks of third-party providers.
Cyber-attacks on the Company, our vendors, or our third-party
providers could result in inappropriate access to intellectual
property, personally identifiable information of our global
workforce, suppliers, or customers, or personal credit card or
other payment information of our customers. Potential consequences
of a successful cyber-attack or other cybersecurity incident
include remediation costs, increased cybersecurity protection
costs, lost revenue resulting from the unauthorized use of
proprietary information or the failure to retain or attract
customers following an attack, litigation and legal risks including
governmental or regulatory enforcement actions, increased insurance
premiums, reputational damage that adversely affects customer or
investor confidence, and damage to the Company’s competitiveness,
stock price, and long-term shareholder value. While we have taken
steps to maintain and enhance the appropriate cybersecurity and
address these risks by implementing enhanced security technologies,
internal controls, and business continuity plans, these measures
may not be adequate.
Regulators globally are increasingly imposing greater fines and
penalties for privacy and data protection violations. For
example, the European Union and other jurisdictions, including some
U.S. states, have enacted, and others may enact, new and expanded
sets of compliance requirements on companies, like ours, that
collect or process personal data. Failure to comply with these or
other data protection regulations could expose us to potentially
significant liabilities. If the Company suffers a loss or
disclosure of protected information due to security breaches or
other reasons, and if business continuity plans do not effectively
address these issues on a timely basis, the Company may incur fines
or penalties, or suffer interruption in its ability to
manage
operations, as well as reputational, competitive, or business harm,
which could have a material adverse effect on our business,
financial condition, and results of operations.
7.We
operate in highly competitive industries, many of which are
currently subject to intense price competition, and if we are
unable to compete successfully, it could have a material adverse
effect on our business, financial condition, and results of
operations.
Many of the industries in which we operate are highly competitive.
Our products may not compete successfully with those of our
competitors. The markets for plastic processing equipment and
related products, material handling equipment, complete equipment
systems, mold components, burial caskets, and minerals and mining
equipment, are highly competitive and include a number of North
American, European, and Asian competitors. Principal competitive
factors in the plastic processing industry, material handling
equipment, and complete equipment systems include price, lead time,
product features, technology, total cost of ownership, performance,
reliability, quality, delivery, and customer service. Principal
competitive factors in the mold components industry include
technology, price, quality, performance, and delivery. Principal
competitive factors in the burial caskets industry include product,
price, quality, delivery, and customer service. Principal
competitive factors in the minerals and mining industry include
product features, performance, price, delivery, and customer
service.
Our competitors may be positioned to offer more favorable pricing
to customers, resulting in reduced volume and profitability. In
certain cases, we have lost business to competitors who offered
prices lower than ours. Competition may also limit our ability to
pass on the effects of increases in our cost structure. In
addition, some of our competitors may have greater financial
resources and less debt than we do, which may place us at a
competitive disadvantage in the future. These competitors may be
better able to withstand and respond to changes in conditions
within our industry.
Competition in any of these areas may reduce our sales and
adversely affect our earnings or cash flow by resulting in
decreased sales volumes, reduced prices, and increased costs of
manufacturing, distributing and selling our products.
8.We
derive significant revenue from the plastics industry.
Decrease in demand for base resin or engineering plastics or
equipment used in the production of these products, or changes in
technological advances, or changes in laws or regulations could
have a material adverse effect on our business, financial
condition, and results of operations.
The majority of Molding Technology Solutions’ sales are realized
from the manufacture, distribution, and service of highly
engineered and customized systems within the plastic technology and
processing market. Advanced Process Solutions sells equipment,
including highly engineered extruders, feeders, and conveying
systems, to the plastics industry for the production of base
resins, durable engineering grade plastics, and other compounded
plastics (including bioplastics and recycled plastic
product). Sales volume is dependent upon the need for
equipment used to produce these products, which may be
significantly influenced by the demand for plastics, the capital
investment needs of companies in the plastics industry, changes in
technological advances, or changes in laws or regulations such as,
but not limited to, those related to single-use plastics and
recycling. Unfavorable developments in the plastics industry could
have a material adverse effect on our business, financial
condition, and results of operations.
9.We
rely upon our employees, agents, and business partners to comply
with laws in many different countries and jurisdictions. We
establish policies and provide training to assist them in
understanding our policies and the regulations most applicable to
our business; however, our reputation, ability to do business, and
financial results may be impaired by improper conduct by these
parties.
We cannot provide assurance that our internal controls and
compliance systems will always protect us from acts committed by
our employees, agents, or business partners that would violate U.S.
and/or non-U.S. laws, including laws governing payments to
government officials, bribery, fraud, anti-kickback, false claims,
competition, export and import compliance, including the U.S.
Commerce Department’s Export Administration Regulations, trade
sanctions promulgated by the Office of Foreign Asset Control
(“OFAC”), anti-money laundering, and data privacy. In
particular, the U.S. Foreign Corrupt Practices Act, the U.K.
Bribery Act, and similar anti-bribery laws in other jurisdictions
generally prohibit companies and their intermediaries, including
us, from making improper payments to government officials or other
parties for the purpose of obtaining or retaining business, and we
operate in many parts of the world that have experienced corruption
to some degree. Consequently, we are subject to the
jurisdiction of various governments and regulatory agencies outside
of the U.S., which may bring our personnel into contact with
foreign officials responsible for issuing or renewing permits,
licenses or approvals or for enforcing other governmental
regulations. In addition, some of the international locations in
which we operate lack a developed legal system and have elevated
levels of corruption. Our global operations expose us to the risk
of violating, or being accused of violating, the foregoing or other
anti-corruption laws. Any such improper actions could subject us to
civil or criminal investigations in the U.S. and in other
jurisdictions; could lead to substantial civil and criminal,
monetary, and non-monetary penalties, and related shareholder
lawsuits; could cause us to incur significant legal fees; and could
damage our reputation.
10.We
have a significant amount of debt, which could adversely affect the
Company and limit our ability to respond to changes in our business
or make future desirable acquisitions.
As of September 30, 2020, our outstanding debt was $1,552.6. The
amount of debt could increase if additional levels of liquidity are
needed, including as a result of conditions created by the COVID-19
pandemic. This level of debt (and additional debt we may incur
after that date) has important consequences to our
businesses. For example:
•We
may be more vulnerable to general adverse economic and industry
conditions, because we have lower borrowing capacity.
•We
may be required to dedicate a larger portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow for other purposes, including
business development efforts and acquisitions, working capital
requirements, and capital expenditures.
•We
will continue to be exposed to the risk of increased interest
rates, because a portion of our borrowings is at variable rates of
interest.
•We
may be more limited in our flexibility in planning for, or reacting
to, changes in our businesses and the industries in which they
operate, thereby placing us at a competitive disadvantage compared
to competitors that have less indebtedness.
•We
may be more vulnerable to credit rating downgrades which could have
an impact on our ability to secure future financing at attractive
interest rates.
During the third quarter of 2020, primarily due to the COVID-19
pandemic and its anticipated economic impact, our credit rating was
downgraded by Moody’s, S&P Global, and Fitch, and we may be
vulnerable to additional downgrades. This downgrade and/or
additional downgrades could have an impact on our ability to secure
future financing on terms commercially acceptable to us, to access
the credit and capital markets, or to negotiate favorable covenants
in any future amendments to our financial documents or new
financings.
While we have publicly stated that we will seek to deleverage our
business, there can be no assurances that we will successfully
achieve our deleveraging targets within our anticipated timeline or
at all, especially in light of the COVID-19 pandemic and its impact
on our business and cash flows. In order to achieve our targeted
leverage ratios, we currently plan to curtail material acquisitions
and share repurchases, and as a result, may forego opportunities
that might otherwise be beneficial to the Company. Additionally, at
any time and from time to time, we may evaluate or pursue one or
more strategic options, including potential sale transactions.
There can be no assurances if or when the Company would enter into
any such transaction or the terms thereof or whether any such
transaction would result in the Company achieving its desired
leverage targets. The failure to achieve such deleveraging targets
could result in a negative impact to the Company’s credit ratings,
impair its ability to raise future indebtedness, or otherwise
adversely impact its operating or financial condition or
performance.
11.If
we are unable to comply with the financial and other covenants in
our debt agreements, our business, financial condition, and
liquidity could be materially adversely affected.
Our Credit Agreement, the L/G Facility Agreement, and the Shelf
Agreement contain financial and other restrictive covenants. These
covenants could adversely affect us by limiting our financial and
operating flexibility as well as our ability to plan for and react
to market conditions, including as a result of the COVID-19
pandemic and its effect on our business, and to meet our capital
needs. Our failure to comply with these covenants, including as a
result of the COVID-19 pandemic and its effect on our business,
could result in events of default which, if not cured or waived,
could result in us being required to repay indebtedness before its
due date, and we may not have the financial resources or be able to
arrange alternative financing to do so. Any event that requires us
to repay any of our debt before it is due could require us to
borrow additional amounts at unfavorable borrowing terms, cause a
significant reduction in our liquidity, and impair our ability to
pay amounts due on our indebtedness. Moreover, if we are required
to repay any of our debt before it becomes due, we may be unable to
borrow additional amounts or otherwise obtain the cash necessary to
repay that additional debt when due, which could materially
adversely affect our business, financial condition, and liquidity.
Furthermore, the current market volatility and economic downturn as
a result of the COVID-19 pandemic may adversely impact the rates at
which we are able to borrow and our ability to borrow under the
Revolver or any other credit facility in the future, or pursuant to
other available sources. In addition, in light of the impacts to
our ability to generate cash from operations during the COVID-19
pandemic, our results may be further negatively impacted by our
payment obligations (including interest) with respect to our
outstanding borrowings under the Revolver and our other credit
agreements.
12.Global
market and economic conditions, including those related to the
financial markets, could have a material adverse effect on our
operating results, financial condition, and liquidity.
Our business is sensitive to changes in general economic
conditions, both inside and outside the U.S. Continuing
uncertainties in the eurozone, including the global effects of the
COVID-19 pandemic, future implications from the voluntary exit of
the United Kingdom from the European Union and uncertainties in
China and emerging markets may depress demand in these areas and
create additional risk to our financial results.
Instability in the global economy and financial markets can
adversely affect our business in several ways, including limiting
our customers’ ability to obtain sufficient credit or pay for our
products within the terms of sale. Competition could further
intensify among the manufacturers and distributors with whom we
compete for volume and market share, resulting in lower net revenue
due to steeper discounts and product mix-down. In particular,
if certain key or sole suppliers were to become capacity
constrained or insolvent, it could result in a reduction or
interruption in supplies or a significant increase in the price of
supplies.
Substantial losses in the equity markets could have an adverse
effect on the assets of the Company’s pension plans.
Volatility of interest rates and negative equity returns could
require greater contributions to the defined benefit plans in the
future.
13.International
economic, political, legal, and business factors could negatively
affect our operating results, cash flows, financial condition, and
growth.
We derived approximately 53%, 51%, and 48% of our net revenue from
our operations outside the U.S. for the years ended September 30,
2020, 2019, and 2018, respectively. This net revenue is
primarily generated in Europe, the Middle East, Asia, South
America, and Canada. In addition, we have manufacturing
operations, suppliers, and employees located outside the U.S.
Since our growth strategy depends in part on our ability to further
penetrate markets outside the U.S., we expect to continue to
increase our revenue and presence outside the U.S., including in
emerging markets.
Our international business is subject to risks that are often
encountered in non-U.S. operations, including:
•interruption
in the transportation of materials to us and finished goods to our
customers, including conditions where recovery from natural
disasters may be delayed due to country-specific infrastructure and
resources;
•differences
in terms of sale, including payment terms;
•local
product preferences and product requirements;
•changes
in a country’s or region’s political or economic condition,
including with respect to safety and health issues;
•trade
protection measures and import or export licensing
requirements;
•unexpected
changes in laws or regulatory requirements, including unfavorable
changes with respect to tax, trade, or sanctions compliance
matters;
•limitations
on ownership and on repatriation of earnings and cash;
•difficulty
in staffing and managing widespread operations;
•differing
labor regulations;
•difficulties
in enforcing contract and property rights under local
law;
•difficulties
in implementing restructuring actions on a timely or comprehensive
basis; and
•differing
protection of intellectual property.
Such risks may be more likely or pronounced in emerging markets,
where our operations may be subject to greater uncertainty due to
increased volatility associated with the developing nature of their
economic, legal, and governmental systems.
If we are unable to successfully manage the risks associated with
expanding our global business or to adequately manage operational
fluctuations, it could adversely affect our business, financial
condition, or results of operations.
14.We
operate in cyclical industries.
As an industrial capital goods supplier, we serve industries that
are cyclical and sensitive to changes in general economic
conditions, such as packaging, automotive, construction, consumer
goods, electronics, chemicals, and plastics industries. The
performance of many of our businesses is directly related to the
production levels of our customers. In particular, prices for
plastic resins used to make plastic products and parts tend to
fluctuate to a greater degree than our customers can adjust for in
the pricing of their products. When resin prices increase, certain
of our customers’ profit margins decrease, which may result in
lower demand for our products. Therefore, our business is affected
by fluctuations in the price of resin, which could have an adverse
effect on our business and ability to generate operating cash
flows.
During periods of economic expansion, when capital spending
normally increases, the Advanced Process Solutions and Molding
Technology Solutions reportable segments generally benefit from
greater demand for their products. During periods of economic
contraction, such as during the ongoing COVID-19 pandemic, when
capital spending normally decreases, Advanced Process Solutions and
Molding Technology Solutions reportable segments generally are
adversely affected by declining demand for new equipment orders,
and may be subject to increases in uncollectible receivables from
customers who become insolvent. There can be no assurance
that economic expansion or increased demand will be sustainable,
and our financial condition, results of operations, and cash flows
could be materially adversely affected.
15.Continued
fluctuations in mortality rates and increased cremations may
adversely affect the sales volume of our burial
caskets.
The life expectancy of U.S. citizens has increased since the
1950s. However, we do anticipate a modest increase in deaths
for the foreseeable future driven by the aging U.S. population.
Cremations as a percentage of total U.S. deaths have increased
steadily since the 1960s and are expected to continue to increase
for the foreseeable future. The increase in the number of
cremations in the U.S. has resulted in a contraction in the demand
for burial caskets. This has been a contributing factor to
lower burial casket sales volumes for Batesville in recent
years. We expect these trends will continue in the
foreseeable future and will likely continue to negatively impact
burial casket volumes. If cremations as a percentage of total U.S.
deaths increase at an accelerated pace, the demand for burial
caskets could further contract.
In addition, the number of deaths can vary over short periods of
time and among different geographical areas due to a variety of
factors, including the timing and severity of seasonal outbreaks of
illnesses such as pneumonia and influenza. Such variations could
cause the sale of burial caskets and cremation products to
fluctuate, or more rapidly decrease, from quarter to quarter and
year to year, which could have a material adverse effect on our
financial condition, results of operations, and cash
flows.
16.Batesville’s
business is dependent on several major contracts with large
national funeral providers. The relationships with these customers
pose several risks.
Batesville has contracts with a number of national funeral home
customers that constitute a sizeable portion of its overall sales
volume. Also, while contracts with national funeral service
providers give Batesville important access to purchasers of death
care products, they may obligate Batesville to sell products at
contracted prices for extended periods of time, therefore limiting
Batesville’s ability, in the short or medium term, to raise prices
in response to significant increases in raw material prices or
other factors. Any decision by national funeral home customers to
discontinue or limit purchases from Batesville could have a
material adverse effect on our financial condition, results of
operations, and cash flows.
17.Batesville
is facing competition from caskets manufactured abroad and imported
into North America and from a number of non-traditional
sources.
Some foreign casket manufacturers, mostly from China, import
caskets into the U.S. and Canada. In addition,
non-traditional death care product providers, such as large
discount retail stores, casket stores, and internet casket
retailers could present more of a competitive threat to Batesville
and its sales channel than is currently anticipated. Sales from
these foreign and non-traditional providers are estimated to
represent less than 10% of total casket sales in North America, but
this percentage could grow. It is not possible to quantify
the financial impact that these competitors will have on Batesville
in the future. These competitors and any new entrants into
the funeral products business may drive pricing and other
competitive actions in an industry that already has domestic
production over-capacity. Such competitive developments could
have a negative impact on our results of operations and cash
flows.
18.The
effective tax rate of the Company may be negatively impacted by
changes in the mix of earnings as well as future changes to tax
laws in global jurisdictions in which we operate.
We are subject to income taxes in the U.S. and various other global
jurisdictions. Our effective tax rate could be adversely affected
by changes in the mix of earnings by jurisdiction and the valuation
of deferred tax assets and liabilities. We recognize deferred tax
assets and liabilities based on the differences between the
consolidated financial statement carrying amounts and the tax basis
of assets and liabilities. Significant judgment is required in
determining our provision for income taxes. We regularly review our
deferred tax assets for recoverability and establish a valuation
allowance if it is more likely than not that some portion or all of
a deferred tax asset will not be realized. If we are unable to
generate sufficient future taxable income, if there is a material
change in the actual effective tax rates, or if there is a change
to the time period within which the underlying temporary
differences become taxable or deductible, we could be required to
increase our valuation allowance against our deferred tax assets,
which could result in a material increase in our effective tax
rate.
Changes in tax laws or tax rulings could have a material impact on
our effective tax rate. Many countries in the European Union, as
well as several other countries and organizations such as the
Organization for Economic Cooperation and Development, are actively
considering changes to existing tax laws. Certain proposals could
include recommendations that could increase our tax obligations in
those countries where we do business. Any changes in the taxation
of our activities in such jurisdictions may result in a material
increase in our effective tax rate.
19.We
are exposed to a number of different tax uncertainties, which could
have a material adverse effect on our results of
operations.
We are required to pay taxes in multiple jurisdictions. We
determine the tax liability we are required to pay based on our
interpretation of applicable tax laws and regulations in the
jurisdictions in which we operate. We may be subject to unfavorable
changes, including retroactive changes, in the tax laws and
regulations to which we are subject.
We are subject to tax audits by governmental authorities in the
United States and numerous non-U.S. jurisdictions, which are
inherently uncertain. Negative or unexpected results from one or
more such tax audits could adversely affect our results of
operations. Tax controls and changes in tax laws or regulations or
the interpretation given to them may expose us to negative tax
consequences, including interest payments and potential penalties,
which could have a material adverse effect on our results of
operations.
20.We
are involved from time to time in claims, lawsuits, and
governmental proceedings relating to our operations, including
environmental, antitrust, patent infringement, business practices,
commercial transactions, and other matters. The ultimate
outcome of these claims, lawsuits, and governmental proceedings
cannot be predicted with certainty but could have a material
adverse effect on our financial condition, results of operations,
and cash flows.
We are also subject to other potential claims, including product
and general liability, workers compensation, auto liability, and
employment-related matters. While we maintain insurance for certain
of these exposures, the policies in place are often high-deductible
policies. It is difficult to measure the actual loss that
might be incurred related to litigation or other potential claims,
and the ultimate outcome of claims, lawsuits, and proceedings could
have a material adverse effect on our financial condition, results
of operations, and cash flows. For a more detailed discussion of
claims, see Note 12 to our Consolidated Financial Statement
included in Part II, Item 8, of this
Form 10-K.
21.Uncertainty
in the United States political environment could negatively impact
our business.
The political environment in the United States, particularly
surrounding the 2020 presidential and congressional elections, has
created significant uncertainty with respect to, and could result
in additional changes in, or potential gridlock hindering
legislation (including additional COVID-19 stimulus relief),
regulation, international relations, and government policy, or
possible civil unrest or other disturbances in connection with the
election outcomes. While it is not possible to predict whether and
when any such additional changes or disturbances could occur, any
such events, including at the local, state or federal level, could
significantly impact our business and the industries in which we
compete. To the extent such disturbances or changes in the
political or regulatory environment have a negative impact on the
Company or the markets in which we operate, it may materially and
adversely impact our business, results of operations and financial
condition in the periods to come.
22.Uncertainty
in the United States global trade policy could negatively impact
our business.
The U.S. government has at times indicated a willingness to
significantly change, and has in some cases significantly changed,
trade policies and/or agreements. Specific legislative and
regulatory developments and proposals that could have a material
impact on us involve matters including (but not limited to) changes
to existing trade agreements or entry into new trade agreements,
sanctions policies, import and export regulations, tariffs, taxes
and customs duties, public company reporting requirements,
environmental regulation, and antitrust enforcement. In addition,
certain countries that are central to our businesses have imposed
and/or been subject to imposition or have threatened imposition of
retaliatory tariffs in response to tariffs imposed by the U.S. upon
various raw materials and finished goods, including steel and
others that are important to our businesses. This exposes us to
risks of disruption and cost increases in our established patterns
for sourcing our raw materials, and creates increased uncertainties
in planning our sourcing strategies and forecasting our margins.
Changes in U.S. tariffs, quotas, trade relationships or agreements,
or tax law could reduce the supply of goods available to us or
increase our cost of goods. Although such changes would in many
cases have implications across the entire industry, we may fail to
effectively adapt to and manage the adjustments in strategy that
would be necessary in response to those changes. In addition to the
general uncertainty and overall risk from potential changes in U.S.
laws and policies, as we make business decisions in the face of
uncertainty, we may incorrectly anticipate the outcomes, miss out
on business opportunities or fail to effectively adapt
our
business strategies and manage the adjustments that are necessary
in response to those changes. These risks could materially and
adversely impact our business, results of operations and financial
condition in the periods to come.
Further, the level of impact from the COVID-19 pandemic and the
reactions of governmental authorities and others thereto may have
significant adverse effects on international trade policy and the
impact of any changes in international trade policy on the economy
or on the businesses of the Company and those of its customers and
its suppliers remains uncertain.
23.We
are subject to risks arising from currency exchange rate
fluctuations, which may adversely affect our results of operations
and financial condition.
We are subject to currency exchange rate risk to the extent that
our costs are denominated in currencies other than those in which
we earn revenue. In addition, since our Consolidated
Financial Statements are denominated in U.S. dollars, changes in
currency exchange rates between the U.S. dollar and other
currencies have had, and will continue to have, an impact on our
results of operations. The Company’s predominant exposures
are the Euro, Canadian dollar, Swiss franc, Mexican peso, Chinese
Renminbi, and Indian Rupee (along with others to a lesser degree).
In preparing financial statements for foreign operations with
functional currencies other than the U.S. dollar, asset and
liability accounts are translated at current exchange rates and
income and expenses are translated using weighted-average exchange
rates. With respect to the effects on translated earnings, if the
U.S. dollar strengthens relative to local currencies, the Company’s
earnings could be negatively impacted. Although we address currency
risk management through regular operating and financing activities
and through the use of derivative financial instruments, those
actions may not prove to be fully effective.
24.Increased
prices for, poor quality of, or extended inability to source raw
materials or services used in our products could adversely affect
profitability.
Our profitability is affected by the prices of the raw materials
used in the manufacture of our products. These prices
fluctuate based on a number of factors beyond our control,
including changes in supply and demand, general economic
conditions, labor costs, fuel-related delivery costs, competition,
import duties, tariffs, currency exchange rates, and, in some
cases, government regulation. Significant increases in the
prices of raw materials that cannot be recovered through increases
in the price of our products could adversely affect our results of
operations and cash flows.
We cannot guarantee that the prices we are paying for raw materials
today will continue in the future or that the marketplace will
continue to support current prices for our products or that such
prices can be adjusted to fully or partially offset raw material
price increases in the future. Any increases in prices
resulting from a tightening supply of these or other commodities
could adversely affect our profitability. We do not engage in
hedging transactions for raw material purchases, but we do enter
into some fixed-price supply contracts.
Our dependency upon regular deliveries of supplies and the quality
of those supplies upon delivery from particular suppliers means
that interruptions, stoppages, or deterioration of quality in
such deliveries could adversely affect our operations until
arrangements with alternate suppliers could be made. Several
of the raw materials used in the manufacture of our products
currently are procured from a single source. In some cases, we
also outsource certain services to suppliers, including but not
limited to, engineering, assembly, shipping, and commissioning
services. If a supplier were unable to deliver these materials or
services, or unable to deliver quality materials or services, for
an extended period of time as a result of financial difficulties,
catastrophic events affecting their facilities, or other factors,
or if we were unable to negotiate acceptable terms for the supply
of materials or services with these suppliers, our business could
be adversely affected. We may not be able to find acceptable
alternatives, and any such alternatives could result in increased
costs. Extended inability to source a necessary raw material
or service could cause us to cease manufacturing one or more
products for a period of time, which could also lead to loss of
customers, as well as reputational, competitive, or business harm,
which could have a material adverse effect on our business,
financial condition, and results of operations.
25.The
Company could face labor disruptions that would interfere with
operations.
As of September 30, 2020 and 2019, approximately 26% and 43%,
respectively, of Hillenbrand’s employees work under collective
bargaining agreements or works councils. Although we have not
experienced any significant work stoppages in the past
20 years as a result of labor disagreements, we cannot ensure
that such a stoppage will not occur in the future.
Inability to negotiate satisfactory new agreements or a labor
disturbance at one or more of our facilities could have a material
adverse effect on our operations.
26.Increasing
competition for highly skilled and talented workers could adversely
affect our business.
The successful implementation of our business strategy depends, in
part, on our ability to attract and retain a
skilled workforce. Because of the complex nature of many of
our products and services, we are generally dependent on a
thoroughly trained and highly skilled workforce, including,
for example, our engineers. In many of the geographies where we
operate, we face a potential shortage of qualified employees. The
increasing competition for highly skilled and talented employees
could result in higher compensation costs, difficulties in
maintaining a capable workforce, and leadership succession
planning challenges. Although we believe we will be able to attract
and retain talented personnel and replace key personnel should the
need arise, our inability to do so could have a material adverse
effect on our business, financial condition, and results of
operations.
27.Provisions
in our Articles of Incorporation and By-laws and facets of Indiana
law may prevent or delay an acquisition of the Company, which could
decrease the trading price of our common stock.
Our Articles of Incorporation and By-laws, as well as Indiana law,
contain provisions that could delay or prevent changes in control
if our Board of Directors determines that such changes in control
are not in the best interests of our shareholders. While
these provisions have the effect of encouraging persons seeking to
acquire control of our Company to negotiate with our Board of
Directors, they could enable our Board of Directors to hinder or
frustrate a transaction that the Board of Directors believes is not
in the best interests of shareholders, but which some, or a
majority, of our shareholders might believe to be in their best
interests.
These provisions include, among others:
•the
division of our Board of Directors into three classes with
staggered terms;
•the
inability of our shareholders to act by less than unanimous written
consent;
•rules regarding
how shareholders may present proposals or nominate directors for
election at shareholder meetings;
•the
right of our Board of Directors to issue preferred stock without
shareholder approval; and
•limitations
on the right of shareholders to remove directors.
Indiana law also imposes some restrictions on mergers and other
business combinations between the Company and any holder of 10% or
more of our outstanding common stock.
We believe these provisions are important for a public company and
protect our shareholders from coercive or otherwise potentially
unfair takeover tactics by encouraging potential acquirers to
negotiate with our Board of Directors and by providing our Board of
Directors with appropriate time to assess any acquisition
proposal. These provisions are not intended to make our
Company immune from takeovers; however, they may apply if the Board
of Directors determines that a takeover offer is not in the best
interests of our shareholders, even if some shareholders believe
the offer to be beneficial.
Item 1B. UNRESOLVED STAFF
COMMENTS
We have not received any comments from the staff of the SEC
regarding our periodic or current reports that remain
unresolved.
Item 2. PROPERTIES
Our corporate headquarters is located in Batesville, Indiana,
in a facility that we own. At September 30, 2020, Advanced
Process Solutions operated 18 significant manufacturing facilities
located in the U.S. (in New Jersey, Kansas, Ohio, Illinois,
North Carolina, and Virginia), Germany, Switzerland,
China, India, Canada, and the United Kingdom. Nine of
these facilities are owned and nine are leased. Advanced
Process Solutions also leases or owns a number of warehouse
distribution centers, service centers, and sales offices located in
the U.S., Europe, Asia, Canada, and South America.
At September 30, 2020, Molding Technology Solutions operated 13
significant manufacturing facilities located in the U.S. (in Ohio,
Kansas, Georgia, and Michigan), Germany, China, India, Canada, and
the United Kingdom. Six of these facilities are owned and seven are
leased. Molding Technology Solutions also leases or owns a number
of warehouse distribution centers, service centers, and sales
offices located in the U.S., Mexico, Canada, Europe, Asia, and
South America.
At September 30, 2020, Batesville operated four significant
manufacturing facilities located in the U.S. (in Indiana,
Tennessee, and Mississippi) and Mexico. Three of these
facilities are owned and one is leased. Batesville also
leases or owns a number of warehouse distribution centers, service
centers, and sales offices located in the U.S., Mexico, Canada, and
Australia.
Facilities often serve multiple purposes, such as administration,
sales, manufacturing, testing, warehousing, and distribution.
We believe our current facilities will provide adequate capacity to
meet expected demand for the next several years.
Item 3. LEGAL
PROCEEDINGS
We are involved from time to time in claims, lawsuits, and
government proceedings relating to our operations, including
environmental, antitrust, patent infringement, business practices,
commercial transactions, and other matters. We are also
subject to other claims and potential claims, including, for
example, those relating to product and general liability,
cybersecurity and privacy matters, workers’ compensation, auto
liability, and employment-related matters. The ultimate
outcome of claims, lawsuits, and proceedings cannot be predicted
with certainty. We carry various forms of commercial,
property and casualty, product liability, and other forms of
insurance; however, such insurance may not be applicable or
adequate to cover the costs associated with a judgment against
us. It is difficult to measure the actual loss that might be
incurred related to litigation, and the ultimate outcome of these
claims, lawsuits, and proceedings could have a material adverse
effect on our financial condition, results of operations, and cash
flows.
For more information on various legal proceedings, see Note 12 to
our Consolidated Financial Statements included in
Part II, Item 8, of this Form 10-K. That
information is incorporated into this Item 3 by
reference.
Item 4. MINE
SAFETY DISCLOSURES
Not applicable.
PART II
Item 5. MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS,
AND ISSUER
PURCHASES OF EQUITY SECURITIES
Hillenbrand common stock is traded on the New York Stock Exchange
under the ticker symbol “HI.”
As of November 6, 2020, we had approximately 1,765
shareholders of record.
Share Repurchases
In December 2018, the Board of Directors authorized a new share
repurchase program of up to $200.0. The repurchase program has no
expiration date, but may be terminated by the Board of Directors at
any time. No purchases of our common stock were made during
the year ended September 30, 2020. The Company has continued the
temporary suspension of share repurchases in the near term as a
result of the priority given to paying down long-term debt
following the acquisition of Milacron and conserving cash in light
of the impact of the COVID-19 pandemic.
Dividend Policy
The aggregate amount of our quarterly cash dividends increased as a
result of the additional common stock issued in connection with the
acquisition of Milacron. We currently expect to pay approximately
$16.0 each quarter based on our outstanding common stock at
September 30, 2020. We increased our quarterly dividend in 2020 to
$0.2125 per common share from $0.2100 per common share paid in
2019. The Company is committed to paying our dividend, and our
policy remains unchanged. As with all discretionary cash outlays,
if the current economic challenges, including the impact of the
ongoing COVID-19 pandemic, become significantly more pronounced or
extended over a longer-than-expected period, the Company would
evaluate all opportunities to preserve capital, including a
dividend adjustment. We cannot predict whether, and to what extent,
such an adjustment would be made given the various potential
factors that could exist at such time.
Item 6. SELECTED
FINANCIAL DATA
(in
millions, except per share data):
The following selected financial information is a summary only and
is qualified by reference to, and should be read in conjunction
with, the Company’s Consolidated Financial Statements and notes
thereto, and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” contained elsewhere
herein.
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2020 |
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2019 |
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2018 |
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2017 |
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2016 |
Net revenue |
$ |
2,517.0 |
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$ |
1,807.3 |
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$ |
1,770.1 |
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$ |
1,590.2 |
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$ |
1,538.4 |
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Gross profit
(1)
|
813.3 |
|
|
623.0 |
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|
642.1 |
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|
590.8 |
|
|
570.6 |
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Net (loss) income attributable to Hillenbrand |
(60.1) |
|
|
121.4 |
|
|
76.6 |
|
|
126.2 |
|
|
112.8 |
|
(Loss) earnings per share - basic |
(0.82) |
|
|
1.93 |
|
|
1.21 |
|
|
1.99 |
|
|
1.78 |
|
(Loss) earnings per share - diluted |
(0.82) |
|
|
1.92 |
|
|
1.20 |
|
|
1.97 |
|
|
1.77 |
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Cash dividends per share |
0.85 |
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|
0.84 |
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|
0.83 |
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|
0.82 |
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|
0.81 |
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Total assets |
3,987.4 |
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2,228.6 |
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1,864.6 |
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1,956.5 |
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1,959.7 |
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Long-term obligations |
2,055.9 |
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|
869.5 |
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588.8 |
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|
678.9 |
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|
879.8 |
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Cash flows provided by operating activities |
354.8 |
|
|
178.9 |
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|
248.3 |
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|
246.2 |
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|
238.2 |
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Cash flows used in investing activities |
(1,295.9) |
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|
(51.2) |
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|
(23.4) |
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|
(13.5) |
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|
(253.5) |
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Cash flows provided by (used in) financing activities |
854.9 |
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|
217.5 |
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(232.5) |
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(215.1) |
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|
21.6 |
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Capital expenditures |
35.9 |
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|
25.5 |
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|
27.0 |
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|
22.0 |
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|
21.2 |
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Depreciation and amortization |
130.6 |
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|
58.5 |
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|
56.5 |
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|
56.6 |
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|
60.4 |
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(1)
Gross profit for the year ended September 30, 2016, has not been
conformed to the current year presentation for the reclassification
of certain components of net pension cost.
Item 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS
OF
OPERATIONS
(dollars in millions throughout Management’s Discussion and
Analysis of Financial Condition and Results of
Operations)
(unless otherwise stated, references to years relate to fiscal
years)
The following discussion compares our results for the year ended
September 30, 2020, to the year ended September 30, 2019. The
discussion comparing our results for the year ended September 30,
2019 to the year ended September 30, 2018 is included within
Management’s Discussion and Analysis of Financial Condition and
Results of Operation in our Annual Report on Form 10-K for the year
ended September 30, 2019, filed with the SEC on November 13, 2019.
We begin the discussion at a consolidated level and then provide
separate detail about Advanced Process Solutions, Molding
Technology Solutions, and Batesville reportable segments, as well
as Corporate. These financial results are prepared in
accordance with United States (“U.S.”) generally accepted
accounting principles (“GAAP”).
We also provide certain non-GAAP operating performance
measures. These non-GAAP measures are referred to as
“adjusted” measures and primarily exclude the following
items:
•business
acquisitions, disposition, and integration costs;
•restructuring
and restructuring-related charges;
•impairment
charges;
•inventory
step-up charges;
•debt
financing activities related to the acquisition of Milacron
(including the loss on settlement of interest rate swaps and
certain financing costs);
•net
loss on divestiture of Cimcool;
•COVID-19
pandemic-related costs;
•the
related income tax impact for all of these items; and
•the
interaction of tax benefits and expenses related to the foreign
income inclusion tax provisions and certain tax carryforward
attributes associated with the acquisition of Milacron and
divestiture of Cimcool, including the tax provisions related
to
the imposition of tax on Global Intangible Low-Taxed Income (GILTI)
earned by certain foreign subsidiaries, the Foreign Derived
Intangible Income Deduction (FDII), and the Base Erosion and
Anti-Abuse Tax (BEAT) and their impact on loss carryforward
attributes.
Non-GAAP information is provided as a supplement to, not as a
substitute for, or as superior to, measures of financial
performance prepared in accordance with GAAP.
We use this non-GAAP information internally to make operating
decisions and believe it is helpful to investors because it allows
more meaningful period-to-period comparisons of our ongoing
operating results. The information can also be used to
perform trend analysis and to better identify operating trends that
may otherwise be masked or distorted by these types of excluded
items. We believe this information provides a higher degree
of transparency.
An important non-GAAP measure that we use is adjusted earnings
before interest, income tax, depreciation, and amortization
(“adjusted EBITDA”). A part of Hillenbrand’s strategy is to
selectively acquire companies that we believe can benefit from the
HOM to spur faster and more profitable growth. Given that strategy,
it is a natural consequence to incur related expenses, such as
amortization from acquired intangible assets and additional
interest expense from debt-funded acquisitions. Accordingly, we use
adjusted EBITDA, among other measures, to monitor our business
performance. Adjusted EBITDA is not a recognized term under GAAP
and therefore does not purport to be an alternative to net (loss)
income. Further, the Company’s measure of adjusted EBITDA may not
be comparable to similarly titled measures of other
companies.
Another important non-GAAP operational measure used is
backlog. Backlog is not a term recognized under GAAP;
however, it is a common measurement used in industries with
extended lead times for order fulfillment (long-term contracts),
like those in which the Advanced Process Solutions and Molding
Technology Solutions reportable segments compete. Backlog
represents the amount of consolidated revenue that we expect to
realize on contracts awarded to the Advanced Process Solutions and
Molding Technology Solutions reportable segments. For
purposes of calculating backlog, 100% of estimated revenue
attributable to consolidated subsidiaries is included. Backlog
includes expected revenue from large systems and equipment, as well
as aftermarket parts, components, and service. The length of time
that projects remain in backlog can span from days for aftermarket
parts or service to approximately 18 to 24 months for larger system
sales within the Advanced Process Solutions reportable
segment. Backlog includes expected revenue from the remaining
portion of firm orders not yet completed, as well as revenue from
change orders to the extent that they are reasonably expected to be
realized. We include in backlog the full contract award,
including awards subject to further customer approvals, which we
expect to result in revenue in future periods. In accordance with
industry practice, our contracts may include provisions for
cancellation, termination, or suspension at the discretion of the
customer.
We expect that future revenue associated with the Advanced Process
Solutions and Molding Technology Solutions reportable segments will
be influenced by backlog because of the lead time involved in
fulfilling engineered-to-order equipment for customers. Although
backlog can be an indicator of future net revenue, it does not
include projects and aftermarket parts orders that are booked and
shipped within the same quarter. The timing of order placement,
size, extent of customization, and customer delivery dates can
create fluctuations in backlog and net revenue. Net revenue
attributable to backlog may also be affected by foreign exchange
fluctuations for orders denominated in currencies other than U.S.
dollars.
We calculate the foreign currency impact on net revenue, gross
profit, operating expenses, consolidated net (loss) income and
consolidated adjusted EBITDA, in order to better measure the
comparability of results between periods. We calculate the foreign
currency impact by translating current year results at prior year
foreign exchange rates. This information is provided because
exchange rates can distort the underlying change in sales, either
positively or negatively. The cost structures for Corporate and
Batesville are generally not significantly impacted by the
fluctuation in foreign exchange rates, and we do not disclose the
foreign currency impact in the Operations Review below where the
impact is not significant.
See page 45 for reconciliation of adjusted EBITDA to consolidated
net (loss) income, the most directly comparable GAAP measure. We
use non-GAAP measures in certain other instances and include
information reconciling such non-GAAP measures to the respective
most directly comparable GAAP measures. Given that there is no GAAP
financial measure comparable to backlog, a quantitative
reconciliation is not provided.
CRITICAL ACCOUNTING ESTIMATES
Our financial results are affected by the selection and application
of accounting policies and methods. Significant accounting
policies which require management’s judgment are discussed
below. A detailed description of our accounting policies is
included in the Notes to Consolidated Financial Statements included
in Part II, Item 8, of this
Form 10-K.
Revenue Recognition
Net revenue includes gross revenue less sales discounts, customer
rebates, sales incentives, and product returns, all of which
require us to make estimates for the portion of these allowances
that have yet to be credited or paid to our customers. We
estimate these allowances using the expected value method, which is
based upon historical rates and projections of customer purchases
toward contractual rebate or incentive thresholds.
Performance Obligations & Contract Estimates
The Advanced Process Solutions reportable segment designs,
engineers, manufactures, markets, and services differentiated
process and material handling equipment and systems for a wide
variety of industries. A large portion of our net revenue across
the Advanced Process Solutions reportable segment is derived from
manufactured equipment, which may be standard, customized to meet
customer specifications, or turnkey.
Our contracts with customers in the Advanced Process Solutions
reportable segment often include multiple performance obligations.
Performance obligations are promises in a contract to transfer a
distinct good or service to the customer, and are the basis for
determining how revenue is recognized. For instance, a contract may
include obligations to deliver equipment, installation services,
and spare parts. We frequently have contracts for which the
equipment and the installation services, as well as highly
engineered or specialized spare parts, are all considered a single
performance obligation, as in these instances the installation
services and/or spare parts are not separately identifiable.
However, due to the varying nature of equipment and contracts
across the Advanced Process Solutions reportable segment, we also
have contracts where the installation services and/or spare parts
are deemed to be separately identifiable and are therefore deemed
to be distinct performance obligations.
A contract’s transaction price is allocated to each distinct
performance obligation based on its respective standalone selling
price, and recognized as revenue when, or as, the performance
obligation is satisfied. When a distinct performance obligation is
not sold separately, the value of the standalone selling price is
estimated considering all reasonably available information. When an
obligation is distinct, as defined in ASU No. 2014-09, Revenue from
Contracts with Customers (“ASC
606”), we allocate a portion of the contract price to the
obligation and recognize it separately from the other performance
obligations.
The timing of revenue recognition for each performance obligation
is either over time or at a point in time. We recognize revenue
over time for contracts that have an enforceable right to collect
payment for performance completed to date upon customer
cancellation and provide one or more of the following: (i) service
over a period of time, (ii) highly customized equipment, or (iii)
parts which are highly engineered and have no alternative use.
Revenue generated from standard equipment and highly customized
equipment or parts contracts without an enforceable right to
payment for performance completed to date, as well as
non-specialized parts sales and sales of death care products, is
recognized at a point in time.
We use the input method of “cost-to-cost” to recognize revenue over
time. Accounting for these contracts involves management judgment
in estimating total contract revenue and cost. Contract revenue is
largely determined by negotiated contract prices and quantities,
modified by our assumptions regarding contract options, change
orders, and incentive and award provisions associated with
technical performance clauses. Contract costs are incurred over
longer periods of time and, accordingly, the estimation of these
costs requires judgment. We measure progress based on costs
incurred to date relative to total estimated cost at completion.
Incurred cost represents work performed, which corresponds with,
and we believe thereby best depicts, the transfer of control to the
customer. Contract costs include labor, material, and certain
overhead expenses. Cost estimates are based on various assumptions
to project the outcome of future events, including labor
productivity and availability, the complexity of the work to be
performed, the cost of materials, and the performance of suppliers
and subcontractors. Significant factors that influence these
estimates include inflationary trends, technical and schedule risk,
internal and subcontractor performance trends, business volume
assumptions, asset utilization, and anticipated labor agreements.
Revenue and cost estimates are regularly monitored and revised
based on changes in circumstances. Anticipated losses on long-term
manufacturing contracts are recognized immediately when such losses
become evident. We maintain financial controls over the customer
qualification, contract pricing, and estimation processes designed
to reduce the risk of contract losses.
Standalone service revenue is recognized either over time
proportionately over the period of the underlying contract or as
invoiced, depending on the terms of the arrangement. Standalone
service revenue is not material to the Company.
For the products where revenue is recognized at a point in time
within the Advanced Process Solutions, Molding Technology
Solutions, and Batesville reportable segments, we recognize revenue
when customers take control of the asset. We define this as the
point in time at which the customer has the capability of full
beneficial use of the asset per the contract.
Retirement and Postretirement Benefit Plans
We sponsor retirement and postretirement benefit plans covering
some of our employees. Expense recognized for the plans is
based upon actuarial valuations. Inherent in those valuations
are key assumptions including discount rates, expected returns on
assets, and projected future salary rates. The actuarial
assumptions we use may differ significantly from actual results due
to changing economic conditions, participant life span, and
withdrawal rates. These differences may result in a material impact
to the amount of net periodic pension cost to be recorded in our
Consolidated Financial Statements in the future. The discount rates
used in the valuation of our retirement and postretirement benefit
plans are evaluated annually based on current market
conditions. We use a full yield curve approach in the
estimation of the service and interest cost components of our
defined benefit retirement plans. Under this approach, we applied
discounting using individual spot rates from a yield curve composed
of the rates of return on several hundred high-quality, fixed
income corporate bonds available at the measurement date. These
spot rates align to each of the projected benefit obligations and
service cost cash flows. The service cost component relates to the
active participants in the plans, so the relevant cash flows on
which to apply the yield curve are considerably longer in duration
on average than the total projected benefit obligation cash flows,
which also include benefit payments to retirees. Interest cost is
computed by multiplying each spot rate by the corresponding
discounted projected benefit obligation cash flows. The full yield
curve approach reduces any actuarial gains and losses based upon
interest rate expectations (e.g., built-in gains in interest cost
in an upward sloping projected yield curve scenario), or gains and
losses merely resulting from the timing and magnitude of cash
outflows associated with our benefit obligations.
Our overall expected long-term rate of return on pension assets is
based on historical and expected future returns, which are
inflation-adjusted and weighted for the expected return for each
component of the investment portfolio. Our rate of assumed
compensation increase for pension benefits is also based on our
specific historical trends of past wage adjustments in recent years
and expectations for the future.
Changes in retirement and postretirement benefit expense and the
recognized obligations may occur in the future as a result of a
number of factors, including changes to key assumptions such as the
expected long-term rate of return on pension assets and the
weighted-average discount rate. Our expected long-term rate
of return on domestic and international pension plan assets
was
3.8%, 4.8%, and 5.2% at the end of 2020, 2019, and 2018,
respectively. The weighted-average discount rate at the end of 2020
was 1.8% for the domestic and international defined benefit pension
plans and 2.1% for the postretirement healthcare plans. A 50
basis-point change in the expected long-term rate of return on
domestic and international pension plan assets would change annual
pension expense by $1.5. A 50 basis-point change in the
weighted-average discount rate would change the annual domestic and
international pension expense by $1.7 and the annual postretirement
healthcare plan expense by less than $0.1.
Impacts from assumption changes could be positive or negative
depending on the direction of the change in rates. Based upon
rates and assumptions at September 30, 2020, we expect the
aggregate expense associated with our retirement and postretirement
benefit plans to decrease from $6.8 in 2020
to $2.7 in
2021. The expected decrease in expense is primarily due to
decreasing amortization of actuarial loss.
See Note 7 to our Consolidated Financial Statements included in
Part II, Item 8, of this Form 10-K, for key
assumptions and other information regarding our retirement and
postretirement benefit plans.
Uncertain Tax Positions
In assessing the need for reserves for uncertain tax positions, we
make judgments regarding the technical merit of a tax position and,
when necessary, an estimate of the settlement amount based upon the
probability of the outcome. At September 30, 2020, we had
reserves of $35.7 established for uncertain tax positions based
upon our estimates. Our ability to make and update these
estimates is limited to the information we have at any given point
in time. This information can include how taxing authorities
have treated the position in the past, how similar cases have
settled, or where we are in discussions or negotiations with taxing
authorities on a particular issue, among others. As
information available to us evolves, we update our reserves
quarterly. These updates can result in volatility to our
income tax rate (particularly in a given quarter) if new
information or developments result in a significant change in our
estimate.
See Note 8 to our Consolidated Financial Statements included in
Part II, Item 8, of this Form 10-K, for further
information on uncertain tax positions.
Business Combinations
Estimating fair value for acquired assets and liabilities as part
of a business combination typically requires us to exercise
judgment, particularly for those assets and liabilities that may be
unique or not easily determined by reference to market data.
Often estimates for these types of acquired assets and liabilities
will be developed using valuation models that require both
historical and forecasted inputs, as well as market participant
expectations. Thus, the valuation is directly affected by the
inputs we judge as best under the given circumstances. When
material, we expect to seek assistance of competent valuation
professionals when the underlying valuation is more complex or
unique. We anticipate that in most cases, we will exercise
significant judgment in estimating the fair value of intangible
assets, contingent liabilities, and contingent consideration.
This list is not exhaustive, but is designed to give you a better
understanding of where we think a larger degree of judgment will be
required due to the nature of the item and the way it is typically
valued.
The Company makes an initial allocation of the purchase price at
the date of acquisition based upon its understanding of the fair
value of the acquired assets, including identifiable intangible
assets, and assumed liabilities. We obtain this information during
due diligence and through other sources. In the months after
closing, as we obtain additional information about these assets and
liabilities, including through tangible asset appraisals, and learn
more about the newly acquired business, we are able to refine the
estimates of fair value and more accurately allocate the purchase
price. The determination of intangible assets is subjective and
generally requires complex valuation methodologies including the
relief from royalty method and multi-period excess earnings method,
for which we use a third-party valuation specialist. The intangible
assets are impacted by a number of judgmental assumptions including
future revenue growth rates and margins on such revenue, customer
attrition rates, technology obsolescence factors and the discount
rates.
See Note 4 to our Consolidated Financial Statements included in
Part II, Item 8, of this Form 10-K, for further
information on recent business combinations.
Asset Impairment Determinations
Impairment of goodwill and intangible assets
Goodwill and other intangible assets with indefinite lives,
primarily trade names, are tested for impairment at least annually
and upon the occurrence of certain triggering events or substantive
changes in circumstances that indicate that the fair value may be
below carrying value.
Impairment of goodwill is tested at the reporting unit level. A
reporting unit is an operating segment or one level below an
operating segment if discrete financial information is prepared and
regularly reviewed by operating segment management. For the purpose
of the goodwill impairment test, the Company can elect to perform a
quantitative or qualitative analysis. If the qualitative test is
elected, qualitative factors are assessed to determine whether it
is more likely than not that the fair values of its reporting units
are less than the respective carrying values of those reporting
units. Such factors we consider in a qualitative analysis include,
but are not limited to, macroeconomic conditions, industry and
market considerations, cost factors, Company-specific events,
events affecting the reporting unit, and the overall financial
performance of the reporting unit. If after performing the
qualitative analysis, the Company determines that it is more likely
than not that the fair value of a reporting unit is less than its
carrying value, then the Company must perform the quantitative
goodwill impairment test.
If we elect to perform or are required to perform a quantitative
analysis, we compare the carrying amount of the reporting unit’s
net assets, including goodwill, to the fair value of the reporting
unit. If the fair value exceeds the carrying value, no further
evaluation is required, and no impairment loss is recognized. If
the carrying value exceeds the fair value, an impairment charge is
recognized for the difference between carrying amount and fair
value, not to exceed the original amount of goodwill.
In determining the estimated fair value of the reporting units when
performing a quantitative analysis, we consider both the market
approach and the income approach. For purposes of the goodwill
impairment test, weighting is equally attributed to both the market
and income approaches in arriving at the fair value of the
reporting units.
Under the market approach, we utilize the guideline company method,
which involves calculating valuation multiples based on operating
data from comparable publicly traded companies. Multiples derived
from these companies provide an indication of how much a
knowledgeable investor in the marketplace would be willing to pay
for a company. These multiples are then applied to the operating
data for our reporting units to arrive at an indication of
value.
Under the income approach, the fair value of the reporting unit is
based on the present value of estimated future cash flows utilizing
a market-based weighted-average cost of capital determined
separately for each reporting unit.
To determine the reasonableness of the calculated fair values of
our reporting units, the Company reviews the assumptions described
below to ensure that neither the market approach nor the income
approach yields significantly different valuations. We selected
these valuation approaches because we believe the combination of
these approaches, along with our best judgment regarding underlying
assumptions and estimates, provides us with the best estimate of
fair value of our reporting units. We believe these valuation
approaches are appropriate for the industry and widely accepted by
investors.
Determining the fair value of a reporting unit requires us to make
significant judgments, estimates, and assumptions. The Company
believes these estimates and assumptions are reasonable. However,
future changes in the judgments, assumptions and estimates that are
used in the impairment testing for goodwill, including discount and
tax rates or future cash flow projections, could result in
significantly different estimates of the fair values. As a result
of these factors and the limited cushion (or headroom, as commonly
referred) due to the recent acquisition of Milacron, goodwill for
the reporting units within the Molding Technology Solutions
reportable segment are more susceptible to impairment
risk.
The key assumptions for the market and income approaches we use to
determine fair value of our reporting units are updated at least
annually. Those assumptions and estimates include macroeconomic
conditions, competitive activities, cost containment, achievement
of synergy initiatives, market data and market multiples (5.5-12.0
times adjusted EBITDA), discount rates (7.6-12.0%), and terminal
growth rates (-1.0-3.0%), as well as future levels of revenue
growth, operating margins, depreciation, amortization, and working
capital requirements, which are based upon the Company’s strategic
plan. Hillenbrand’s strategic plan is updated as part of its annual
planning process and is reviewed and approved by management and the
Board of Directors. The strategic plan may be revised as necessary
during a fiscal year, based on changes in market conditions or
other changes in the reporting units. The discount rate assumption
is based on the overall after-tax rate of return required by a
market participant whose weighted-average cost of capital includes
both equity and debt, including a risk premium. The discount rates
may be impacted by adverse changes in the macroeconomic
environment, specifically the COVID-19 pandemic, volatility in the
equity and debt markets or other factors. While the Company can
implement and has implemented certain strategies to address these
events, changes in operating plans or adverse changes in the future
could reduce the underlying cash flows used to estimate reporting
unit fair values and could result in a further decline in fair
value that would trigger a future material impairment charge of the
reporting units’ goodwill balance.
Although there are always changes in assumptions to reflect
changing business and market conditions, our overall valuation
methodology and the types of assumptions we use have remained
consistent. While we use the best available information to prepare
the cash flow and discount rate assumptions, actual future cash
flows or market conditions could differ significantly resulting in
future impairment charges related to recorded goodwill
balances.
Similar to goodwill, the Company can elect to perform the
impairment test for indefinite-lived intangibles other than
goodwill (primarily trade names) using a qualitative analysis,
considering similar factors as outlined in the goodwill discussion
in order to determine if it is more likely than not that the fair
values of the trade names are less than the respective carrying
values. If we elect to perform or are required to perform a
quantitative analysis, the test consists of a comparison of the
fair value of the indefinite-lived intangible asset to the carrying
value of the asset as of the impairment testing date. We estimate
the fair value of indefinite-lived intangible assets using the
relief-from-royalty method, which we believe is an appropriate and
widely used valuation technique for such assets. The fair value
derived from the relief-from-royalty method is measured as the
discounted cash flow savings realized from owning such trade names
and not being required to pay a royalty for their use.
The Company is required to provide additional disclosures about
fair value measurements as part of the Consolidated Financial
Statements for each major category of assets and liabilities
measured at fair value on a nonrecurring basis (including
impairment assessments). Goodwill and intangible assets were valued
using Level 3 inputs, which are unobservable by nature, and
included internal estimates of future cash flows (income approach).
Significant increases (decreases) in any of those unobservable
inputs in isolation would result in a significantly higher (lower)
fair value measurement.
Annual impairment assessment
Testing for impairment of goodwill and indefinite lived assets must
be performed annually, or on an interim basis upon the occurrence
of triggering events or substantive changes in circumstances that
indicate that the fair value of the asset or reporting unit may
have decreased below the carrying value. The Company’s annual
assessment was performed in the third quarter of 2020 and consists
of determining each reporting unit’s current fair value compared to
its current carrying value. For all reporting units tested, the
fair value of goodwill was determined to exceed the carrying value,
resulting in no impairment to goodwill as part of the annual
impairment test. Additionally, the fair value of indefinite lived
trade names was determined to meet or exceed the carrying value for
all trade names, resulting in no impairment to trade names as part
of the annual impairment test.
Interim impairment assessments
Fourth quarter of 2020
As a result of classifying certain reporting units within the
Advanced Process Solutions reportable segment as held for sale at
September 30, 2020, the Company recorded a goodwill impairment of
$16.9 during the fourth quarter of 2020.
See the discussion on Impairment of long-lived assets below and see
Note 4 to our Consolidated Financial Statements included in Part
II, Item 8, of this Form 10-K for further information.
As a result of the interim impairment review triggered during the
second quarter of 2020 for all reporting units within the Molding
Technology Solutions reportable segment, as discussed below, the
Company determined that no impairment of goodwill occurred for
these reporting units. The estimated fair value, as calculated, for
all four reporting units within the Molding Technology Solutions
reportable segment ranged from approximately 3% to 16% greater than
their carrying value. During the remainder of the year ended
September 30, 2020, there were no significant adverse changes to
the Company’s previous forecasts or in macroeconomic conditions
that triggered an additional interim impairment review. The Molding
Technology Solutions reportable segment had significant sequential
increases in net revenue, backlog, and profitability during the
fourth quarter of 2020. The Company believes the improved operating
performance during the fourth quarter of 2020 would result in a
larger cushion (or headroom, as commonly referred) for the
reporting units within the Molding Technology Solutions reportable
segment.
Second quarter of 2020
In connection with the preparation of the Consolidated Financial
Statements for the second quarter of 2020, an interim impairment
assessment was performed for select reporting units within the
Advanced Process Solutions and Molding Technology Solutions
reportable segments as a result of certain triggering events and
changes in circumstances discussed in detail below. Additionally,
based on the macroeconomic factors below, as well as the decline in
the Company’s common stock price during the second quarter of 2020,
the Company performed a qualitative review for all remaining
reporting units and determined that those reporting units did not
require an interim impairment test as it was more likely than not
that the current fair value of those reporting units exceeded their
carrying value, based on their current and projected financial
performance as well as the headroom from previous goodwill
impairment tests.
For certain reporting units within the Advanced Process Solutions
reportable segment, an interim impairment review was triggered
during the second quarter of 2020 by the Company’s decision to
redirect its strategic investments as it remains focused on
deleveraging following two major events: (1) the continued
evaluation of the Company’s operations following the acquisition of
Milacron completed on November 21, 2019, and (2) adverse
macroeconomic conditions primarily driven by the COVID-19 pandemic.
In connection with these events, the Company made the decision to
limit its future strategic investment in its two reporting units
that primarily sell and manufacture products in the flow control
sector. The decision to limit future investment, as well as the
Company’s updated forecasts, which considered the impact of the
COVID-19 pandemic, reduced those reporting units’ anticipated
annual revenue growth rates and corresponding profitability and
cash flows. The annual revenue growth rates utilized in the
Company’s fair value estimate are consistent with the reporting
units’ operating plans. As a result of the change to expected
future cash flows, along with comparable fair value information,
the Company concluded that the carrying value for these reporting
units exceeded their fair value, resulting in goodwill impairment
charges of $72.3 during the second quarter of 2020. The
pre-impairment goodwill balance for these reporting units was
$95.2. A 10% further reduction in the fair value of these reporting
units would indicate a potential additional goodwill impairment of
approximately
$12.0.
Additionally, under the relief-from-royalty fair value method, the
Company concluded that the carrying value of a trade name
associated with one of these reporting units exceeded its fair
value. As a result, an impairment charge of $0.7 was recorded for
this trade name during the second quarter of 2020. The
pre-impairment balance for this trade name was $4.4.
For the reporting units within the Molding Technology Solutions
reportable segment, an interim impairment review was triggered
during the second quarter of 2020, due to macroeconomic conditions
primarily driven by the COVID-19 pandemic. Subsequent to the
Company completing the acquisition of Milacron on November 21,
2019, the Company revised its forecasts for all reporting units
within the Molding Technology Solutions reportable segment due to
the deterioration in the overall global economy largely as a result
of the COVID-19 pandemic. As a result of the decline in forecasted
revenue, under the relief-from-royalty fair value method, the
Company concluded that the carrying value of certain trade names
and technology associated with these reporting units exceeded their
fair value. As a result, impairment charges of $9.5 were recorded
for these intangible assets during the second quarter of 2020. The
pre-impairment balance for these intangible assets was $125.0. A
10% further
reduction in the fair value of these intangible assets, caused by
further declines in forecasted revenues and changes in the discount
rate selected by the Company, would indicate a potential additional
impairment of approximately
$12.0.
The impairment charges to goodwill and the intangible assets were
nondeductible for tax purposes. The following table summarizes the
impairment charges by reportable segment recorded by the Company
during the second quarter of 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Process Solutions
|
|
Molding Technology Solutions |
|
Total |
Goodwill |
$ |
72.3 |
|
|
$ |
— |
|
|
$ |
72.3 |
|
Trade names |
0.7 |
|
|
7.9 |
|
|
8.6 |
|
Technology, including patents |
— |
|
|
1.6 |
|
|
1.6 |
|
Total |
$ |
73.0 |
|
|
$ |
9.5 |
|
|
$ |
82.5 |
|
Fiscal year 2018
In connection with the preparation of the Consolidated Financial
Statements for the second quarter of 2018, an interim impairment
assessment was performed at the reporting unit most directly
impacted by domestic coal mining and coal power. During the quarter
ended March 31, 2018, published industry reports reduced their
forecasts for domestic coal production and consumption. The
reporting unit also experienced a larger than expected decline in
orders for equipment and parts used in the domestic coal mining and
coal power industries. In conjunction with these events and as part
of the long-term strategic forecasting process, the Company made
the decision to redirect strategic investments for growth,
significantly reducing the reporting unit’s terminal growth rate.
As a result of this change in expected future cash flows, along
with comparable fair value information, management concluded that
the reporting unit carrying value exceeded its fair value,
resulting in a goodwill impairment charge of $58.8 during the year
ended September 30, 2018. An impairment charge of $4.6 pre-tax
($3.5 after tax) was also recorded during the year ended September
30, 2018 for trade names most directly impacted by domestic coal
mining and coal power.
Impairment of long-lived assets
Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not
be recoverable. For assets (disposal group) held for sale, the
disposal group as a whole is measured at the lower of its carrying
amount or fair value less cost to sell after adjusting the
individual assets of the disposal group, if necessary. If the
carrying value of assets, after the consideration of other asset
valuation guidance, exceeds fair value less cost to sell, the
Company establishes a valuation allowance which would offset the
original carrying value of disposal group. This valuation allowance
would be adjusted based on subsequent changes in our estimate of
fair value less cost to sell. If the fair value less cost to sell
increases, the carrying amount of the long-lived assets would be
adjusted upward; however, the increased carrying amount cannot
exceed the carrying amount of the disposal group before the
decision to dispose of the assets was made. Estimates are required
to determine the fair value, the disposal costs and the time period
to dispose of the assets. The estimate of fair value incorporates
the transaction approach, which utilizes pricing indications
derived from recent acquisition transactions involving comparable
companies. Such estimates are critical in determining whether any
impairment charge should be recorded and the amount of such charge
if an impairment loss is deemed to be necessary.
The Company determined that at September 30, 2020, the TerraSource
Global and flow control businesses met the criteria to be
classified as held for sale, and therefore reclassified the related
assets and liabilities as held for sale on the Consolidated Balance
Sheets for the current and prior period. During the fourth quarter
of 2020, the Company recognized a non-cash charge of $62.3, which
included a goodwill impairment of $16.9 and a valuation adjustment
of $45.4, to recognize the assets of these businesses at fair value
less estimated costs to sell. The non-cash charge of $62.3 was
recorded within the impairment charges caption on the Consolidated
Statements of Operations. For further information, see discussion
below within the Executive Overview section and Note 4 to our
Consolidated Financial Statements included in
Part II, Item 8, of this
Form 10-K.
For assets held and used, impairment may occur if projected
undiscounted cash flows do not exceed the carrying value of the
assets. In such cases, additional analysis is conducted to
determine the amount of loss to be recognized, and the impairment
loss is determined as the amount the carrying value of the asset or
asset group exceeds the estimated fair value, measured by future
discounted cash flows. The analysis requires estimates of the
amount and timing of projected cash flows and, where applicable,
judgment associated with, among other factors, the appropriate
discount rate. Such estimates are critical in determining whether
any impairment charge should be recorded and the amount of such
charge if an impairment loss is deemed to be necessary. Our
judgment regarding the existence of circumstances that indicate the
potential impairment of an asset’s carrying value is based on
several factors, including, but not limited to, changes in business
environment, a decline in operating cash flows or a
decision to close a manufacturing facility. The variability of
these factors depends on a number of conditions, including
uncertainty about future events and general economic
conditions.
EXECUTIVE OVERVIEW
Hillenbrand is a global diversified industrial company with
multiple leading brands that serve a wide variety of industries
around the world. Hillenbrand’s portfolio is composed of three
reportable operating segments: Advanced Process Solutions, Molding
Technology Solutions, and Batesville®. Advanced Process Solutions
designs, develops, manufactures, and services highly engineered
industrial equipment around the world. Molding Technology Solutions
is a global leader in highly engineered and customized systems in
plastic technology and processing. Batesville is a recognized
leader in the death care industry in North America.
We strive 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 HOM. The HOM is a consistent
and repeatable framework designed to produce sustainable and
predictable results. The HOM describes our 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 our businesses both bigger and better. Our
goal is to continue developing Hillenbrand as a world-class global
diversified industrial company through the deployment of the
HOM.
Our strategy is to leverage our historically strong financial
foundation and the implementation of the HOM to deliver sustainable
profit growth, revenue expansion, and substantial free cash flow
and then reinvest available cash in new growth initiatives that are
focused on building platforms with leadership positions in our core
markets and near adjacencies, both organically and inorganically,
in order to create shareholder value.
During the year ended September 30, 2020, the following operational
decisions and economic developments had an impact on our current
and future cash flows, results of operations, and financial
position.
COVID-19 Impact
On March 11, 2020, the World Health Organization categorized the
outbreak of COVID-19 as a pandemic, and the virus continues to
spread throughout the U.S. and other countries across the world. To
limit the spread of COVID-19, national and local governments around
the world have instituted certain measures, including travel
restrictions, business curtailments, shelter-in-place orders and
social distancing guidelines.
COVID-19 is impacting Hillenbrand very differently by business,
geography, and function. The scope and nature of these impacts
continue to evolve. We have experienced an adverse impact on our
net revenue, consolidated results of operations, and cash flows
during 2020. It is too early to quantify the impact for 2021 or
beyond, but the actions being undertaken to reduce the spread of
COVID-19 are currently creating disruptions, and are likely to
continue to create significant disruptions, with respect to
consumer demand, our ability to continue to manufacture products,
and the reliability of our supply chain. Accordingly, management is
continually evaluating the Company’s liquidity position,
communicating with and monitoring the actions of our customers and
suppliers, and reviewing our near- and longer-term financial
performance as we manage the Company through the uncertainty
related to COVID-19.
We cannot reasonably estimate the duration, spread or severity of
the COVID-19 pandemic; however, as a result of the current
circumstances, we expect to continue to experience an adverse
impact during at least the first part of 2021, including the
potential for impairment of certain intangible and other long-lived
assets, in addition to the impairment charges that were recorded
during 2020. Should these conditions continue into 2021, the
Company would similarly expect an adverse impact on its net
revenue, consolidated results of operations, and cash flows in such
year, depending upon the severity and length of time such
conditions persist.
In 2020, we implemented certain actions intended to help minimize
the risk to our Company, employees, customers, and the communities
in which we operate, as well as lessen the financial impact on the
business while protecting our ability to continue to generate
profitable growth over the long term. Among these were proactive
measures aimed at mitigating the financial impact of COVID-19,
including:
•Voluntary
reduction in CEO base salary by 30% through September 30,
2020;
•Voluntary
waiver by the Board of Directors of its scheduled cash compensation
increase for 2020;
•Cancellation
of all regularly scheduled merit-based salary increases for
salaried US- and Canada-based employees for 2020;
•Temporary
suspension of all hiring for exempt and nonexempt positions, except
for critical positions;
•Reduction
in capital spend while continuing to invest in high-return projects
and prioritizing critical maintenance, safety, and regulatory
projects;
•Employee
furloughs and reduced work arrangements at several Company
locations due to lower demand, which at the highest point impacted
approximately 15% of employees during fiscal year 2020;
and
•Continued
suspension of the Company’s share repurchase program.
We cannot predict the specific duration for which certain of these
precautionary measures will stay in effect, and we may elect or
need to take additional measures as the information available to us
continues to develop, including with respect to our employees,
customers, and our relationships with our third-party
vendors.
In addition to the measures aimed at mitigating the financial
impact of the COVID-19 pandemic described above, we have also taken
proactive measures to maintain financial flexibility within the
landscape of the COVID-19 pandemic. We believe the Company has
sufficient liquidity to operate in the current business environment
as a result of these actions. Hillenbrand increased cash holdings
over the past three quarters (from December 31, 2019 to September
30, 2020)
by
$159.8,
primarily with a portion of the cash proceeds from the issuance of
$400.0 in senior unsecured notes in June 2020, net cash proceeds of
$221.9 from the divestiture of
the Cimcool business in March 2020, and cash generated from
operations, partially offset by repayments made on the Revolver and
the maturity of the $150.0 senior unsecured notes (the “2010
Notes”). Additionally, we amended our credit agreement (the “Credit
Agreement” as defined in Note 6 to our Consolidated Financial
Statements included in Part II, Item 8 of this Form 10-K) on May
19, 2020 to, among other things, increase the maximum permitted
leverage ratio for current and future quarters. As of September 30,
2020, Hillenbrand was in full compliance with all covenants under
the Credit Agreement, and as of that date, it had liquidity of
approximately $1,184.9, including $302.2 in cash on hand and $882.7
of borrowing capacity immediately available under our revolving
credit facility (the “Revolver” as defined in Note 6 to our
Consolidated Financial Statements included in Part II, Item 8 of
this Form 10-K). We continue to evaluate additional measures to
maintain financial flexibility and support general working capital
requirements as a result of the COVID-19 pandemic. See Note 6 to
our Consolidated Financial Statements included in Part II, Item 8
of this Form 10-K for further details on all financing activity
that occurred during the year ended September 30,
2020.
Employee Safety and Health
We have implemented a number of employee safety measures across our
plants and other locations in an attempt to contain the spread of
COVID-19. Such actions have included:
•Initiated
regular communication regarding impacts of the COVID-19 pandemic,
including health and safety protocols and procedures;
•Required
telework for those employees who can conduct their work
remotely;
•Implemented
temperature screening of employees at the majority of manufacturing
facilities;
•Instituted
additional sanitization protocols, including increased frequency of
disinfecting high-traffic areas;
•Established
new physical distancing procedures for employees who need to be
onsite;
•Provided
additional personal protective equipment and cleaning
supplies;
•Modified
work spaces with plexiglass and touchless faucets;
•Implemented
protocols to address actual and suspected COVID-19 cases and
exposure; and
•Prohibited
all domestic and international non-essential travel for all
employees.
Customer Focus
Our customer service, sales, and engineering teams are working
closely with customers to meet current demand. Sales and
engineering teams are meeting with customers remotely via video
calls to continue the design and specification process that would
have previously been held in-person. Call centers remain
operational through remote call-in.
Business Continuity
While a number of our plants were operating as essential businesses
throughout the year, as determined by the jurisdictions in which we
operate, we experienced disruptions at some smaller facilities in
locations such as India as we took actions to comply with the
temporary government restrictions related to the COVID-19 pandemic.
These facilities were closed or operating at reduced capacity at
various times during 2020, but all significant facilities were
operating at or near normal production levels as of September 30,
2020 and the date of this filing. Many of the Company’s
non-production employees were still working remotely as of the date
of this filing.
We continue to closely monitor the supply chain and take actions as
needed to mitigate disruptions. We continue to work closely with
our suppliers and customers to preserve business continuity and
meet current demand. We are capitalizing on our global
manufacturing footprint and flexible supply chains to move
production to different regions of the world as needed. As of the
date of this filing the Company has not experienced any major
shortages in our supply chain. For the year ended September 30,
2020, order intake at the Advanced Process Solutions and Molding
Technology Solutions reportable segments was negatively impacted by
the COVID-19 pandemic, primarily due to softening in the markets as
customers delayed their decision-making process; however, we have
not seen significant order cancellations as of the date of this
filing. In addition, order intake increased sequentially from the
quarter ended June 30, 2020 to September 30, 2020 at the Advanced
Process Solutions and Molding Technology Solutions reportable
segments. Batesville experienced higher demand for burial caskets
in certain geographical areas starting in late March, and that
higher demand continued throughout the second half of 2020. That
higher demand resulted in a strong year-over-year sales increase at
Batesville for 2020, partially offset by an estimated increased
rate at which families opted for cremation. Given the uncertainty
related to the COVID-19 pandemic, we cannot predict the potential
further magnitude or duration of these developments and the impact
they will have on our financial results and cash flows through at
least the first half of 2021. In addition to the actions taken as
of the date of this filing as discussed above, further actions may
be taken in certain businesses in response to continued lower
customer demand, including temporary reductions in work hours,
furloughs, or layoffs, if required.
Government Updates
On March 27, 2020, the U.S. government enacted the Coronavirus Aid,
Relief and Economic Security Act (the “CARES Act”). The CARES Act,
among other things, includes provisions relating to refundable
payroll tax credits, deferment of employer side social security
payments, net operating loss carryback periods, alternative minimum
tax credit refunds, modifications to the net interest deduction
limitations and technical corrections to tax depreciation methods
for qualified improvement property, as well as loans to certain
qualifying businesses.
We continue to examine the impacts that the CARES Act may have on
our business. While we have taken advantage of certain of the CARES
Act’s cash deferral provisions, many of the provisions are not
applicable to us. As of September 30, 2020 and the date of
this filing, we have not participated in CARES Act loans. However,
we have received certain wage subsidies in jurisdictions outside of
the U.S.
Except as specifically identified in this report, events and
changes in circumstances arising after the year ended September 30,
2020, including those resulting from the impact of the COVID-19
pandemic, will be reflected in management’s estimates for future
periods in subsequent periodic filings. For further discussion of
management’s estimates, see Note 1 to our Consolidated Financial
Statements included in Part II, Item 8 of this report. For further
discussion of the COVID-19 pandemic, see “Item 1A. Risk Factors” in
Part I of this Form 10-K.
Acquisition of Milacron
As discussed in Note 4 to our Consolidated Financial Statements
included in Part II, Item 8 of this Form 10-K, on November 21,
2019, we completed the acquisition of Milacron for a total purchase
price of approximately $2,000 through a merger of our wholly-owned
subsidiary with and into Milacron, resulting in ownership of 100%
of Milacron common stock. Milacron is a global leader in highly
engineered and customized systems in plastic technology and
processing. The acquisition provides Hillenbrand with increased
scale and meaningful product diversification, enhancing its ability
to serve customers with expanded capabilities across the plastics
value chain. The results of Milacron are reported separately in the
Molding Technology Solutions reportable segment. The Consolidated
Financial Statements include the financial results of Milacron from
the date of acquisition.
As a result of the acquisition, Milacron stockholders received
$11.80 in cash per share and a fixed exchange ratio of 0.1612
shares of Hillenbrand common stock for each share of Milacron
common stock they owned, with cash paid in lieu of fractional
shares. In addition, concurrent with the closing of the
acquisition, we made a cash payment of $772.9 to repay outstanding
Milacron debt, including accrued interest. The Company funded the
acquisition through a combination of cash on hand, new debt
financing, and the issuance of common stock. See Note 6 to our
Consolidated Financial Statements included in Part II, Item 8 of
this Form 10-K for a discussion of the debt financing.
The Company’s results for the period since the acquisition were
significantly impacted by the non-recurring effects of the fair
value adjustments to inventories and backlog required by
acquisition accounting. These fair value adjustments are being
charged to the Consolidated Statements of Operations over the
respective periods that inventories are expected to be consumed and
backlog is expected to be realized as net revenue. The preliminary
fair value assigned to Milacron’s backlog was $10.0, which was
fully amortized as expense during the year ended September 30,
2020. The preliminary step-up adjustment to inventories was $40.7,
which was fully charged as expense during the year ended September
30, 2020.
The preliminary fair value assigned to Milacron’s customer
relationships, trade names, and technology totaled $805.0, of which
$125.0 was related to the Cimcool business that was divested in the
second quarter of 2020. The trade names were designated as
indefinite-lived intangible assets while the customer relationships
and technology are amortized over their respective estimated useful
lives on a straight-line basis. The acquisition resulted in
preliminary goodwill of $714.7.
TerraSource Global and flow control businesses
During the fourth quarter of 2020, the Company announced that it
had initiated a plan to divest the TerraSource Global and flow
control businesses, which operate within the Advanced Process
Solutions reportable segment, as these businesses were no longer
considered a strategic fit with the Company’s long-term growth plan
and operational objectives. The divestiture of these businesses is
expected to occur within one year. The Company determined that at
September 30, 2020, these businesses met the criteria to be
classified as held for sale, and therefore reclassified the related
assets and liabilities as held for sale on the Consolidated Balance
Sheets for the current and prior period.
During the second quarter of 2020, the Company performed an interim
impairment review for certain of these businesses and recognized
impairment charges of $73.0 to goodwill and trade names (see Note 2
to our Consolidated Financial Statements included in Part II, Item
8 of this Form 10-K for further information). Consistent with the
Company’s historical practice, the valuation methodology for
purposes of the interim impairment review was based on an equal
weighting of both the market and income approaches. As a result of
classifying these assets and liabilities as held for sale during
the fourth quarter of 2020, the Company recognized a valuation
adjustment, as necessary, to recognize the net carrying amount at
the lower of cost or fair value, less estimated costs to sell. For
determining the fair value of these businesses, the Company
incorporated the transaction approach, which utilizes pricing
indications derived from recent acquisition transactions involving
comparable companies. During the fourth quarter of 2020, the
Company recognized a non-cash charge of $62.3, which included a
goodwill impairment of $16.9 and a valuation adjustment of $45.4,
to recognize the assets of these businesses at fair value less
estimated costs to sell. The non-cash charge of $62.3 was recorded
within the impairment charges caption on the Consolidated
Statements of Operations. For further information, see Note 4 to
our Consolidated Financial Statements included in Part II, Item 8
of this Form 10-K for further information
The Company determined that the impending exit from these
businesses does not represent a strategic shift that had or will
have a major effect on its consolidated results of operations, and
therefore they were not classified as a discontinued operation. The
results of operations for these businesses are included within the
Advanced Process Solutions reportable segment for all periods
presented.
Divestiture of Cimcool
On March 30, 2020, we completed the divestiture to DuBois
Chemicals, Inc., of the Company’s Cimcool (“Cimcool”) business,
which represented the former Fluids Technologies reportable segment
of Milacron before its acquisition by the Company. The sale
resulted in cash proceeds received of $221.9, net of cash divested.
Consistent with our current capital allocation priorities, we used
a portion of the cash proceeds from the sale for repayments on the
Revolver during the quarter ended March 31, 2020 and used the
remainder for general working capital purposes.
In addition, we may receive contingent consideration of up to an
aggregate of $26.0 based on multiple earn-out provisions. As of the
transaction date (and at September 30, 2020), we were unable to
determine that it was probable that any of the contingent
consideration would be received, and accordingly no amounts were
recorded for contingent consideration.
As a result of the sale, we recorded a pre-tax loss of $3.5 within
other income (expense), net in the Consolidated Statement of
Operations during the year ended September 30, 2020. The related
tax effect resulted in tax expense of $12.7 and was included within
income tax expense in the Consolidated Statement of Operations
during the year ended September 30, 2020.
We incurred
$4.5 of transaction costs associated with the sale during the year
ended September 30, 2020, which were recorded within operating
expenses in the Consolidated Statements of Operations.
The Company determined that the divestiture of Cimcool did not
represent a strategic shift that had or will have a major effect on
our consolidated results of operations, and therefore, Cimcool was
not classified as a discontinued operation. Cimcool’s results of
operations were included within the Molding Technology Solutions
reportable segment until the completion of the sale on March 30,
2020.
OPERATIONS REVIEW — CONSOLIDATED
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Year Ended September 30, |
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2020 |
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2019 |
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Amount |
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% of
Net Revenue |
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Amount |
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% of
Net Revenue |
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Net revenue |
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$ |
2,517.0 |
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100.0 |
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$ |
1,807.3 |
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100.0 |
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Gross profit |
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813.3 |
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32.3 |
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623.0 |
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34.5 |
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Operating expenses |
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538.2 |
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21.4 |
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379.7 |
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21.0 |
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Amortization expense |
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71.9 |
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32.5 |
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Impairment charges |
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144.8 |
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— |
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Interest expense |
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77.4 |
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27.4 |
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Other income (expense), net |
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0.5 |
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(6.7) |
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Income tax expense |
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34.9 |
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50.5 |
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Net (loss) income attributable to Hillenbrand |
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(60.1) |
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121.4 |
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Year Ended September 30, 2020 Compared to Year Ended September 30,
2019
Net revenue
increased $709.7 (39%), which included unfavorable foreign currency
impact (0.3%).
•Advanced
Process Solutions’ net revenue decreased $45.8 (4%) primarily due
to a decline in demand for screening and separating equipment
(including equipment that processes proppants for hydraulic
fracturing), aftermarket parts and service, and other capital
equipment, partially offset by favorable pricing. Foreign currency
impact decreased net revenue by 0.4%.
•Molding
Technology Solutions contributed net revenue of $735.8 during the
year ended September 30, 2020.
•Batesville’s
net revenue increased $19.7 (4%) primarily due to an increase in
volume (5%), partially offset by a decrease in average selling
price (1%). Higher volume was driven by an increase in burial
casket sales primarily due to estimated higher deaths from the
COVID-19 pandemic, partially offset by an estimated increased rate
at which families opted for cremation.
Gross profit
increased $190.3 (31%). Gross profit margin decreased 220 basis
points to 32.3%. On an adjusted basis, which excluded restructuring
and restructuring-related charge, inventory step-up charges, and
costs associated with the COVID-19 pandemic, gross profit increased
$234.6 (38%), and adjusted gross profit margin decreased 40 basis
points to 34.1%.
•Advanced
Process Solutions’ gross profit decreased $7.2 (2%), primarily due
to a decline in demand for screening and separating equipment
(including equipment that processes proppants for hydraulic
fracturing), aftermarket parts and service, and other capital
equipment, cost inflation, and unfavorable mix due to an increased
proportion of lower margin, large systems sales in plastics,
partially offset by pricing and productivity improvements. Foreign
currency impact decreased gross profit by 0.3%. Gross profit margin
improved 70 basis points to 35.7% in 2020, primarily due to pricing
and productivity improvements, partially offset by cost inflation
and an increased proportion of lower margin, large systems sales in
plastics.
Advanced Process Solutions’ gross profit included restructuring and
restructuring-related charges ($0.9 in 2020 and $0.7 in 2019),
costs associated with the COVID-19 pandemic ($0.2 in 2020), and
inventory step-up charges ($0.2 in 2019). Excluding these charges,
adjusted gross profit decreased $7.0 (2%) and adjusted gross profit
margin improved 80 basis points to 35.8% compared to prior
year.
•Milacron’s
gross profit was $185.3 and gross profit margin was 25.2%. Molding
Technology Solutions’ gross profit included inventory step-up
charges of $40.7, restructuring and restructuring-related charges
of $2.2, and costs associated with the COVID-19 pandemic of $1.0.
Excluding these charges, adjusted gross profit margin was
31.2%.
•Batesville’s
gross profit increased $12.0 (7%) and gross profit margin improved
100 basis points to 34.3%. The increase in gross profit and gross
profit margin was primarily due to higher volume, productivity
initiatives, and deflation in commodities and fuel, partially
offset by inflation in wages and benefits.
Batesville’s gross profit included restructuring and
restructuring-related charges of $0.5 in 2019 and costs associated
with the COVID-19 pandemic of $0.4 in 2020. Excluding these
charges, adjusted gross profit increased $12.1 (7%) and adjusted
gross profit margin improved 100 basis points to 34.4% in
2020.
Operating expenses
increased $158.5 (42%), primarily due to the addition of Molding
Technology Solutions operating expenses ($129.1), increases in
business acquisition, disposition, and integration costs related to
the acquisition of Milacron and divestiture of Cimcool, and costs
associated with the COVID-19 pandemic incurred in the current year,
partially offset by productivity initiatives, which included
savings from prior year restructuring and cost containment actions,
a decrease in variable compensation, and a decrease in
restructuring and restructuring-related charges. Foreign currency
impact decreased operating expenses by 0.2%. Operating expenses as
a percentage of net revenue increased 40 basis points to 21.4%.
Operating expenses included the following items:
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Year Ended September 30, |
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2020 |
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2019 |
Business acquisition, disposition, and integration
costs |
$ |
76.1 |
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$ |
16.6 |
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Restructuring and restructuring-related charges |
6.1 |
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9.4 |
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COVID-19 pandemic-related costs |
1.4 |
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— |
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On an adjusted basis, which excludes business acquisition,
disposition, and integration costs, restructuring and
restructuring-related charges, and costs associated with the
COVID-19 pandemic, operating expenses increased $100.9 (29%), which
included favorable foreign currency impact (0.1%). Adjusted
operating expenses as a percentage of net revenue improved 150
basis points to 18.1% compared to the prior year.
Amortization expense
increased $39.4 (121%), primarily due to amortization on the
acquired intangible assets of Milacron ($42.4 in
2020).
Impairment charges
increased $144.8 due to $82.5 of impairments related to goodwill
and intangible assets recorded during the second quarter of 2020
and $62.3 of non-cash charges (including a goodwill impairment
charge and a valuation adjustment) related to assets held for sale
during the fourth quarter of 2020. For further information on the
impairment charges, see Notes 2 and 4 to our Consolidated Financial
Statements included in Part II, Item 8, of this Form
10-K.
Interest expense
increased $50.0 (182%), primarily due to increased borrowings as a
result of the Milacron acquisition, partially offset by $5.6 of
amortization of deferred financing costs incurred in 2019 related
to the senior unsecured bridge facility. See Note 6 to our
Consolidated Financial Statements included in Part II, Item 8, of
this Form 10-K for a discussion of all financing
activity.
On an adjusted basis, which primarily excludes $2.4 of interest
expense on the $375.0 senior unsecured notes for the period prior
to completing the acquisition of Milacron (October 1, 2019 through
November 20, 2019) and $5.6 of amortization of deferred financing
costs incurred in 2019 related to the senior unsecured bridge
facility, interest expense increased by $52.1 (239%).
Other income (expense), net
was $0.5 of income in fiscal 2020, compared to $6.7 of expense in
fiscal 2019. The change was driven primarily by $6.4 reclassified
out of accumulated other comprehensive loss upon the settlement of
interest rate swaps during 2019 (see Note 2 to our Consolidated
Financial Statements included in Part II, Item 8, of this Form 10-K
for further information) and an increase in interest income,
partially offset by
the
$3.5
pre-tax loss on the divestiture of Cimcool in
2020.
The effective tax rate
was (188.6)% in fiscal 2020 compared to 28.6% in fiscal 2019. The
effective tax rate for fiscal 2020 was primarily related to the
Company reporting a net loss for the year, while being in a taxable
position, before utilization of tax attributes, for income tax
purposes. The taxable position was primarily driven by
nondeductible impairment charges and taxable gains from the sale of
the Cimcool business.
Additionally, the prior year effective tax rate is impacted by an
unfavorable geographic mix of pretax income and the completion of
certain tax audits in foreign jurisdictions, partially offset by
the full implementation of the recurring provisions of the Tax Act,
including the reduced 21% statutory tax rate and the impact of
GILTI, FDII and foreign tax credits.
Our adjusted effective income tax rate was 27.8% in 2020 compared
to 26.8% in 2019. The adjusted effective income tax rate primarily
excludes the impact of the following items:
•the
tax effect on the divestiture of Cimcool ($12.7 tax expense in
2020);
•certain
tax items related to the acquisition of Milacron,
including:
◦the
tax effect of Milacron carryforward tax attributes adversely
impacting domestic taxes associated with the foreign income
inclusion tax provisions ($17.5 tax expense in 2020);
◦the
revaluation of deferred tax balances in connection with enacted
statutory tax rate reductions in certain foreign jurisdictions
($6.5 tax benefit in 2020);
◦the
tax effect of nondeductible acquisition expenses ($1.6 tax expense
in 2020);
•an
adjustment to our transition tax liability pursuant to the Tax Act
($0.5 tax expense in 2019);
•an
adjustment to our deferred tax liability as a result of revisions
to our permanent reinvestment assertion on earnings of foreign
subsidiaries driven by the Tax Act ($1.3 tax expense in 2019);
and
•the
tax effect of adjustments to (loss) income before income
taxes.
Excluding these items, the increase in the current year adjusted
effective tax rate was primarily due to an increase in tax expense
associated with distributions from foreign subsidiaries, as well as
the one-time impacts of our global reorganization of certain legal
entities to incorporate Milacron within the legacy Hillenbrand
organizational structure.
OPERATIONS REVIEW — ADVANCED PROCESS SOLUTIONS
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Year Ended September 30, |
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2020 |
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2019 |
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Amount |
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% of
Net Revenue |
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Amount |
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% of
Net Revenue |
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Net revenue |
$ |
1,228.6 |
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100.0 |
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$ |
1,274.4 |
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100.0 |
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Gross profit |
438.3 |
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35.7 |
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445.5 |
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35.0 |
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Operating expenses |
220.5 |
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17.9 |
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241.7 |
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19.0 |
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Amortization expense |
29.5 |
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32.5 |
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Impairment charges |
135.3 |
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— |
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Year Ended September 30, 2020 Compared to Year Ended September 30,
2019
Net revenue
decreased $45.8 (4%) primarily due to a decline in demand for
screening and separating equipment (including equipment that
processes proppants for hydraulic fracturing), aftermarket parts
and service, and other capital equipment, partially offset by
favorable pricing. Foreign currency impact decreased net revenue by
0.4%.
We expect future revenue for Advanced Process Solutions to continue
to be influenced by order backlog because of the lead time involved
in fulfilling engineered-to-order equipment for customers. Though
backlog can be an indicator of future net revenue, it does not
include projects and aftermarket parts orders that are booked and
shipped within the same quarter. The timing of order placement,
size of orders, extent of order customization, and customer
delivery dates can create fluctuations in backlog and net revenue.
Net revenue attributable to backlog is also affected by foreign
exchange rate fluctuations for orders denominated in currencies
other than U.S. dollars. Backlog increased $124.5 (14%) from
$863.5 on September 30, 2019, to $988.0 on September 30, 2020,
primarily driven by an increase in orders for large polyolefin
projects in the plastics industry. Foreign currency impact
increased order backlog by 6%. On a sequential basis, order backlog
increased $49.1 (5%) to $988.0 at September 30, 2020, up from
$938.9 at June 30, 2020, primarily driven by an increase in orders
for large polyolefin projects in the plastics industry and due to
the impact of foreign currency.
Gross profit
decreased $7.2 (2%) primarily due to a decline in demand for
screening and separating equipment (including equipment that
processes proppants for hydraulic fracturing), aftermarket parts
and service, and other capital equipment, cost inflation, and
unfavorable mix due to an increased proportion of lower margin,
large systems sales in plastics, partially offset by pricing and
productivity improvements. Foreign currency impact decreased gross
profit by 0.3%. Gross profit margin improved 70 basis points to
35.7% in 2020, primarily due to pricing and productivity
improvements, partially offset by cost inflation and an increased
proportion of lower margin, large systems sales in
plastics.
Advanced Process Solutions’ gross profit included restructuring and
restructuring-related charges ($0.9 in 2020 and $0.7 in 2019),
costs associated with the COVID-19 pandemic ($0.2 in 2020), and
inventory step-up charges ($0.2 in 2019). Excluding these charges,
adjusted gross profit decreased $7.0 (2%), which included
unfavorable foreign currency impact (0.3%). Adjusted gross profit
margin improved 80 basis points to 35.8% compared to prior
year.
Operating expenses
decreased $21.2 (9%), primarily due to productivity initiatives,
which include savings from prior year restructuring and cost
containment actions, and a decrease in variable compensation.
Foreign currency impact increased operating expenses by 0.2%.
Operating expenses as a percentage of net revenue improved 110
basis points to 17.9% in 2020.
Operating expenses included business acquisition, disposition, and
integration costs ($1.4 in 2020 and $0.6 in 2019), restructuring
and restructuring-related charges ($2.8 in 2020 and $4.9 in 2019),
and costs associated with the COVID-19 pandemic ($0.9 in
2020). Excluding these items, adjusted operating expenses
decreased $20.7 (9%), which included favorable foreign currency
impact (0.2%). Adjusted operating expenses as a percentage of net
revenue improved 100 basis points to 17.5% in 2019.
Amortization expense
decreased $3.0 (9%), primarily due to amortization in the prior
year that did not repeat on the acquired backlog of
BM&M.
Impairment charges
increased $135.3 due to $73.0 of impairments related to goodwill
and intangible assets recorded during the second quarter of 2020
and $62.3 of non-cash charges (including a goodwill impairment
charge and a valuation adjustment) related to assets held for sale
during the fourth quarter of 2020. For further information on the
impairment charges, see Notes 2 and 4 to our Consolidated Financial
Statements included in Part II, Item 8, of this Form
10-K.
OPERATIONS REVIEW — MOLDING TECHNOLOGY SOLUTIONS
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Year Ended September 30, 2020 |
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Amount |
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% of Net
Revenue |
Net revenue |
$ |
735.8 |
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100.0 |
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Gross profit |
185.3 |
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25.2 |
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Operating expenses |
129.1 |
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17.5 |
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Amortization expense |
42.4 |
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Impairment charges |
9.5 |
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Since we acquired Milacron on November 21, 2019, we do not present
comparative period results for variance analysis. Molding
Technology Solutions’ results for the period since the acquisition
date were significantly impacted by the non-recurring effects of
the fair value adjustments to inventories and backlog required by
acquisition accounting. These fair value adjustments are being
recognized in the Consolidated Statements of Operations over the
respective periods that inventories are expected to be consumed and
backlog is expected to be realized as net revenue.
Year Ended September 30, 2020
Net revenue
was $735.8 during 2020. Net revenue was adversely impacted by the
effects of the COVID-19 pandemic and weaker end markets. On a
sequential basis, order backlog increased $57.9 (31%) to $242.6 at
September 30, 2020, up from $184.7 at June 30, 2020. The increase
in backlog was primarily driven by an increase in orders within our
injection molding, extrusion, and hot runner equipment product
lines.
Gross profit
was $185.3 and gross profit margin was 25.2%. Molding Technology
Solutions’ gross profit included inventory step-up charges of
$40.7, restructuring and restructuring-related charges of $2.2, and
costs associated with the COVID-19 pandemic of $1.0. Excluding
these charges, adjusted gross profit margin was 31.2%.
Operating expenses
were $129.1 and operating expense as a percentage of net revenue
was 17.5%. Operating expenses included business acquisition,
disposition, and integration costs of $4.1 (including severance
costs related to the integration), restructuring and
restructuring-related charges of $2.6, and costs associated with
the COVID-19 pandemic of $0.4. Excluding these charges, adjusted
operating expenses as a percentage of net revenue was
16.6%.
Amortization expense
was $42.4 related to the amortization on the intangible assets
acquired in the Milacron acquisition, including backlog
amortization of $10.0.
Impairment charges
were
$9.5
due to intangible asset impairments. See Note 2 of our Consolidated
Financial Statements included in Part II, Item 8 of this Form 10-K
for further information on the impairment charges.
OPERATIONS REVIEW — BATESVILLE
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Year Ended September 30, |
|
2020 |
|
2019 |
|
|
|
Amount |
|
% of
Net Revenue |
|
Amount |
|
% of
Net Revenue |
|
|
|
|
Net revenue |
$ |
552.6 |
|
|
100.0 |
|
|
$ |
532.9 |
|
|
100.0 |
|
|
|
|
|
Gross profit |
189.5 |
|
|
34.3 |
|
|
177.5 |
|
|
33.3 |
|
|
|
|
|
Operating expenses |
71.2 |
|
|
12.9 |
|
|
77.7 |
|
|
14.6 |
|
|
|
|
|
Year Ended September 30, 2020 Compared to Year Ended September 30,
2019
Net revenue
increased $19.7 (4%), primarily due to an increase in volume (5%),
partially offset by a decrease in average selling price (1%).
Higher volume was driven by an increase in burial casket sales
primarily due to estimated higher deaths from the COVID-19
pandemic, partially offset by an estimated increased rate at which
families opted for cremation.
Gross profit
increased $12.0 (7%), and gross profit margin improved 100 basis
points to 34.3%. The increase in gross profit and gross profit
margin was primarily due to higher volume, productivity
initiatives, and deflation in commodities and fuel, partially
offset by inflation in wages and benefits.
Batesville’s gross profit included costs associated with the
COVID-19 pandemic of $0.4 in 2020 and restructuring and
restructuring-related charges of $0.5 in 2019. Excluding these
charges, adjusted gross profit increased $12.1 (7%) and adjusted
gross profit margin improved 100 basis points to 34.4% in
2020.
Operating expenses
decreased $6.5 (8%) to $71.2 in 2020, and operating expenses as a
percentage of net revenue improved 170 basis points to 12.9%,
primarily due to productivity initiatives, which include savings
from prior year restructuring and cost containment actions, and a
decrease in restructuring and restructuring-related charges,
partially offset by an increase in variable compensation and cost
inflation.
Operating expenses included restructuring and restructuring-related
charges ($0.6 in 2020 and $4.3 in 2019). Excluding these charges,
adjusted operating expenses decreased $3.2 (4%), and adjusted
operating expenses as a percentage of net revenue improved 110
basis points to 12.7% in 2020.
REVIEW OF CORPORATE EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, |
|
2020 |
|
2019 |
|
|
|
Amount |
|
% of
Net Revenue |
|
Amount |
|
% of
Net Revenue |
|
|
|
|
Core operating expenses |
$ |
46.9 |
|
|
1.9 |
|
|
$ |
44.1 |
|
|
2.4 |
|
|
|
|
|
Business acquisition, disposition, and integration
costs |
70.2 |
|
|
2.8 |
|
|
16.0 |
|
|
0.9 |
|
|
|
|
|
Restructuring and restructuring-related charges |
0.2 |
|
|
— |
|
|
0.2 |
|
|
— |
|
|
|
|
|
COVID-19 pandemic-related costs |
0.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
Operating expenses |
$ |
117.4 |
|
|
4.7 |
|
|
$ |
60.3 |
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate operating expenses include the cost of providing
management and administrative services to each reportable
segment. These services include treasury management, human
resources, legal, business development, and other public company
support functions such as information technology, internal audit,
investor relations, financial reporting, and tax compliance.
Corporate operating expenses also include costs related to business
acquisition, disposition, and integration, which we incur as a
result of our strategy to grow through selective acquisitions. Core
operating expenses primarily represent corporate operating expenses
excluding costs related to business acquisition, disposition, and
integration costs.
Business acquisition, disposition, and integration costs include
legal, tax, accounting, and other advisory fees and due diligence
costs associated with investigating opportunities (including
acquisitions and dispositions) and integrating completed
acquisitions (including severance).
Year Ended September 30, 2020 Compared to Year Ended September 30,
2019
Operating expenses increased $57.1 (95%) in 2020, primarily due to
an increase in business acquisition, disposition, and integration
costs as a result of the acquisition of Milacron, and the
additional operating expenses from Milacron, partially offset by
cost containment actions. These expenses as a percentage of net
revenue were 4.7%, an increase of 140 basis points from the prior
year.
Core operating expenses increased $2.8 (6%) in 2020, primarily
driven by the additional operating expenses from Milacron,
partially offset by cost containment actions. These expenses as a
percentage of net revenue were 1.9%, an improvement of 50 basis
points from the prior year, primarily driven by the additional net
revenue from the acquisition of Milacron and the synergies realized
in relation to combining two corporate centers and eliminating
duplicative public company-related costs.
NON-GAAP OPERATING PERFORMANCE MEASURES
The following is a reconciliation from consolidated net (loss)
income, the most directly comparable GAAP operating performance
measure, to our non-GAAP adjusted EBITDA.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, |
|
2020 |
|
2019 |
|
|
Consolidated net (loss) income |
$ |
(53.4) |
|
|
$ |
126.2 |
|
|
|
Interest income |
(3.2) |
|
|
(1.1) |
|
|
|
Interest expense |
77.4 |
|
|
27.4 |
|
|
|
Income tax expense |
34.9 |
|
|
50.5 |
|
|
|
Depreciation and amortization |
130.6 |
|
|
58.5 |
|
|
|
EBITDA |
186.3 |
|
|
261.5 |
|
|
|
Impairment charges
(1)
|
144.8 |
|
|
— |
|
|
|
Business acquisition, disposition, and integration costs
(2)
|
77.2 |
|
|
16.6 |
|
|
|
Restructuring and restructuring-related charges
(3)
|
9.3 |
|
|
10.6 |
|
|
|
Inventory step-up
(4)
|
40.7 |
|
|
0.2 |
|
|
|
Net loss on divestiture
(5)
|
3.5 |
|
|
— |
|
|
|
Loss on settlement of interest rate swaps
(6)
|
— |
|
|
6.4 |
|
|
|
Other
(7)
|
2.6 |
|
|
— |
|
|
|
Adjusted EBITDA |
$ |
464.4 |
|
|
$ |
295.3 |
|
|
|
(1)Hillenbrand
recorded $82.5 of impairment charges related to goodwill and
certain intangible assets within both the Advanced Process
Solutions and Molding Technology Solutions reportable segments
during the second quarter of 2020 and $62.3 of non-cash charges
(including a goodwill impairment charge and a valuation adjustment)
related to assets held for sale within the Advanced Process
Solutions reportable segment during the fourth quarter of 2020. For
further information on the impairment charges, see Notes 2 and 4 to
our Consolidated Financial Statements included in Part II, Item 8,
of this Form 10-K.
(2)Business
acquisition, disposition, and integration costs during 2020 and
2019 primarily included $71.6
and $15.2,
respectively, of expenses for the settlement of outstanding
Milacron share-based equity awards, professional fees, and
severance and employee-related costs in connection with the
acquisition and integration of Milacron. The remaining
costs
incurred during 2020 were primarily related to professional fees
and other transaction costs in connection with the divestiture of
Cimcool, while the remaining costs incurred during 2019 primarily
included professional fees.
(3)Restructuring
and restructuring-related charges primarily included severance
costs, unrelated to the acquisition and integration of Milacron,
during 2020 and 2019.
(4)Represents
the non-cash charges related to the fair value adjustment of
inventories acquired in connection with the acquisitions of
Milacron and BM&M during 2020 and 2019, respectively. See Note
4 to our Consolidated Financial Statements included in Part II,
Item 8 of this Form 10-K for more information on the acquisitions
of Milacron and BM&M.
(5)Hillenbrand
recorded a pre-tax net loss on the divestiture of Cimcool during
2020. See Note 4 to our Consolidated Financial Statements included
in Part II, Item 8 of this Form 10-K for more information on the
divestiture of Cimcool.
(6)During
2019, $6.4 was reclassified out of accumulated other comprehensive
loss upon the settlement of interest rate swaps. See Note 2 to our
Consolidated Financial Statements included in Part II, Item 8, of
this Form 10-K for further information.
(7)Other
primarily included incremental expenses directly attributable to
the COVID-19 pandemic, such as costs for sanitary supplies, bad
debt expense, and transportation costs, during 2020.
Consolidated net (loss) income for 2020 compared to 2019 decreased
$179.6 (142%). The decrease was primarily driven by impairment
charges, inventory step-up charges and additional amortization on
intangible assets in relation to the acquisition of Milacron, an
increase in business acquisition, disposition, and integration
costs, primarily in relation to the acquisition of Milacron, an
increase in interest expense, a decline in demand for screening and
separating equipment (including equipment that processes proppants
for hydraulic fracturing), aftermarket parts and service, and other
capital equipment within Advanced Process Solutions, inflation in
wages and benefits, and unfavorable mix due to an increased
proportion of lower margin, large systems sales in plastics. This
decrease in consolidated net (loss) income was partially offset by
a decrease in income tax expense, pricing and productivity
initiatives, which include savings from prior year restructuring
and cost containment actions, higher volume at Batesville, and a
decrease in variable compensation. Foreign currency impact
decreased consolidated net (loss) income by 0.2%.
Consolidated adjusted EBITDA for 2020 compared to 2019 increased
$169.1 (57%). The increase was primarily due to the acquisition of
Milacron, pricing and productivity initiatives, which include
savings from prior year restructuring and cost containment actions,
higher volume at Batesville, and a decrease in variable
compensation. This increase in consolidated adjusted EBITDA was
partially offset by a decline in demand for screening and
separating equipment (including equipment that processes proppants
for hydraulic fracturing), aftermarket parts and service, and other
capital equipment within Advanced Process Solutions, inflation in
wages and benefits, and unfavorable mix due to an increased
proportion of lower margin, large systems sales in plastics.
Foreign currency impact decreased adjusted EBITDA by
0.3%.
LIQUIDITY AND CAPITAL RESOURCES
In this section, we discuss our ability to access cash to meet
business needs. We discuss how we see cash flow being
affected for the next twelve months and how we intend to use
it. We describe actual results in generating and utilizing
cash by comparing 2020 to 2019. Finally, we identify other
significant matters, such as contractual obligations and contingent
liabilities and commitments that could affect liquidity on an
ongoing basis.
Ability to Access Cash
Our debt financing has historically included revolving credit
facilities, term loans, and long-term notes as part of our overall
financing strategy. We regularly review and adjust the mix of
fixed-rate and variable-rate debt within our capital structure in
order to achieve a target range based on our financing
strategy.
We have taken proactive measures to maintain financial flexibility
within the landscape of the COVID-19 pandemic. We believe the
Company ended the year with, and continues to have, sufficient
liquidity to operate in the current business environment.
Hillenbrand increased cash holdings over the past three quarters
(from December 31, 2019 to September 30, 2020) by $159.8, primarily
with cash proceeds from the issuance of $400.0 in senior unsecured
notes in June 2020, net cash proceeds of $221.9 from the
divestiture of the Cimcool business in March 2020, and cash
generated from operations, partially offset by repayments made on
the Revolver and the maturity of the $150.0 senior unsecured notes
(the “2010 Notes”). As
of
September 30, 2020,
Hillenbrand was in full compliance with all covenants under its
financing agreements. We continue to evaluate additional measures
to maintain financial flexibility and general working capital
requirements as a result of the COVID-19 pandemic. As the impact of
the COVID-19 pandemic on the economy and our operations has been
changing frequently and evolving rapidly, we will continue to
closely monitor our liquidity and capital resources through the
disruption caused by COVID-19 pandemic and continue to assess cuts
to discretionary spending and other variable costs.
As of September 30, 2020, we had $891.9 of maximum borrowing
capacity under the Revolver, $882.7 of which was immediately
available based on our most restrictive covenant. The available
borrowing capacity reflects a reduction of $8.1 for outstanding
letters of credit issued under the Revolver. The Company may
request an increase of up to $450.0 in the total borrowing capacity
under the Revolver, subject to approval of the
lenders.
In the normal course of business, operating companies within the
Advanced Process Solutions reportable segment provide to certain
customers bank guarantees and other credit arrangements in support
of performance, warranty, advance payment, and other contractual
obligations. This form of trade finance is customary in the
industry and, as a result, we maintain adequate capacity to provide
the guarantees. As of September 30, 2020, we had guarantee
arrangements totaling $417.2, under which $261.4 was utilized for
this purpose. These arrangements include the €175.0 Syndicated
Letter of Guarantee Facility Agreement entered into on March 8,
2018 (the “L/G Facility Agreement”) by and among the Company and
certain of its affiliates, the lenders party thereto, and
Commerzbank Finance & Covered Bond S.A., acting as agent. Under
the L/G Facility Agreement, unsecured letters of credit, bank
guarantees, or other surety bonds may be issued. The Company may
request an increase to the total capacity under the L/G Facility
Agreement by an additional €70.0, subject to approval of the
lenders.
We have significant operations outside the U.S. We continue to
assert that the basis differences in the majority of our foreign
subsidiaries continue to be permanently reinvested outside of the
U.S. We have recorded tax liabilities associated with distribution
taxes on expected distributions of available cash and current
earnings. The Company has made, and intends to continue to make,
substantial investments in our businesses in foreign jurisdictions
to support the ongoing development and growth of our international
operations. As of September 30, 2020, we had a transition tax
liability of 16.3 pursuant to the Tax Act. The cash at our
international subsidiaries totaled $260.8 at September 30, 2020. We
continue to actively evaluate our global capital deployment and
cash needs.
12-month Outlook
COVID-19 impact
As discussed in the COVID-19 Impact section above, the Company has
taken actions aimed to safeguard its capital position in the
current COVID-19 environment. We believe the Company has sufficient
liquidity to operate in the current business environment. The
challenges posed by the COVID-19 pandemic on our businesses have
evolved rapidly over the past three quarters and will continue to
evolve further. Consequently, we will continue to evaluate our
financial position in light of future developments, particularly
those relating to the COVID-19 pandemic, and we plan to take
necessary steps to manage through such developments.
Events resulting from the effects of the ongoing COVID-19 pandemic
may negatively impact our ability to comply with the covenants
under the Revolver, which could lead us to seek an amendment or
waivers from our lenders, limit access to or require accelerated
repayment of our existing credit facilities, or require us to
pursue alternative financing. We have no assurance that any such
alternative financing, if required, could be obtained at terms
acceptable to us, or at all, including as a result of the effects
of the COVID-19 pandemic on the financial markets at such
time.
TerraSource Global and flow control businesses
During the fourth quarter of 2020, the Company announced that it
had initiated a plan to divest the TerraSource Global and flow
control businesses, which operate within the Advanced Process
Solutions reportable segment, as these businesses were no longer
considered a strategic fit with the Company’s long-term growth plan
and operational objectives. The divestiture of these businesses is
expected to occur within one year. We expect to use cash proceeds
generated from the divestiture of these businesses primarily to
further reduce our outstanding debt.
Leverage update
The Company’s stated goal was to return net leverage (defined as
debt, net of cash, to adjusted EBITDA) to below 2.75x within twelve
months of the date the Milacron acquisition was completed, November
21, 2019. The Company remains committed to de-leveraging and
intends to prioritize paying down its debt over the next twelve
months; however, the effects of the COVID-19 pandemic are expected
to continue to impact our cash flow and our ability to de-leverage
at the pace we had previously anticipated.
Credit ratings update
The coupon rate on the 2019 Notes is impacted by public bond
ratings from Moody’s and S&P Global, as downgrades from either
rating agency increase the coupon rate by 0.25% per downgrade level
below investment grade. During the third quarter of 2020, Moody’s
and S&P Global each downgraded the Company’s senior unsecured
credit rating by one level. As such, the original coupon rate of
4.5% on the 2019 Notes increased to 5.0%, effective September 15,
2020.
Other activities
The Tax Act requires the Company to pay a transition tax on
unremitted earnings of its foreign subsidiaries, resulting in an
estimated liability of $16.3 recorded as of September 30, 2020. The
transition tax liability under the Tax Act is expected to be paid
over the next five years.
In December 2018, our Board of Directors authorized a new share
repurchase program of up to $200.0. The Company has continued the
temporary suspension of share repurchases in the near term as a
result of the priority given to paying down long-term debt
following the acquisition of Milacron and conserving cash in light
of the impact of the COVID-19 pandemic.
Our anticipated contribution to our defined benefit pension plans
in 2021 is
$11.0.
We will continue to monitor plan funding levels, performance of the
assets within the plans, and overall economic activity, and we may
make additional discretionary funding decisions based on the net
impact of the above factors.
The aggregate amount of our quarterly cash dividends increased as a
result of the additional common stock issued in connection with the
acquisition of Milacron. We currently expect to pay approximately
$16.0 each quarter based on our outstanding common stock at
September 30, 2020. We increased our quarterly dividend in 2020 to
$0.2125 per common share from $0.2100 per common share paid in
2019. As of the date of this filing, the Company is committed to
paying our dividend, and our policy remains unchanged. As with all
discretionary cash outlays, if the current economic challenges
become significantly more pronounced or extend over a
longer-than-expected period, the Company would evaluate all
opportunities to preserve capital, including a dividend adjustment.
We cannot predict whether, and to what extent, such an adjustment
would be made given the various potential factors that could exist
at such time.
We believe existing cash, cash flows from operations, borrowings
under existing arrangements, and the issuance of debt will be
sufficient to fund our operating activities and cash commitments
for investing and financing activities for at least the next twelve
months. Based on these factors, we believe our current liquidity
position is sufficient and will continue to meet all of our
financial commitments in the current business environment. However,
as mentioned above, management is continuing to evaluate the
Company’s liquidity position, communicating with and monitoring the
actions of our customers and suppliers, and reviewing our near-term
financial performance as we manage the Company through the
uncertainty related to the COVID-19 pandemic.
Key liquidity events
$400.0 senior unsecured notes
On June 16, 2020, we issued $400.0 of senior unsecured notes due
June 2025 (the “2020 Notes”). The 2020 Notes were issued at par
value and bear interest at a fixed rate of 5.75% per year, payable
semi-annually in arrears beginning December 2020. Unamortized
deferred financing costs associated with the 2020 Notes of $5.2 are
being amortized to interest expense on a straight-line basis over
the remaining term of the 2020 Notes.
Acquisitions and divestitures
As discussed in Note 4 to our Consolidated Financial Statements
included in Part II, Item 8 of this Form 10-K, on November 21,
2019, we completed the acquisition of Milacron for a total purchase
price of approximately $2,000.0 through a merger of our
wholly-owned subsidiary with and into Milacron, resulting in
ownership of 100% of Milacron common stock that was issued and
outstanding after the merger. Hillenbrand used approximately
$1,750.0 of borrowings from notes, term loans, and the Revolver to
pay the aggregate cash portion of the merger consideration, to pay
off Milacron’s existing debt, and to pay fees and expenses related
to the transaction. These borrowings were comprised of the
following:
•$374.4
(net of discount) was raised in connection with issuing publicly
traded notes (the “2019 Notes”) in September 2019;
•$650.0
of additional borrowings under the Revolver. With respect to the
Revolver, Hillenbrand has made repayments since the closing date of
the acquisition of Milacron, resulting in no outstanding balance as
of September 30, 2020; and
•Two
term loan commitments totaling $725.0 in principal.
See Note 6 to our Consolidated Financial Statements included in
Part II, Item 8 of this Form 10-K for further details on the
financing for the Milacron acquisition.
We completed the divestiture of Cimcool on March 30, 2020,
resulting in cash proceeds of $221.9,
net of cash divested, at closing.
We primarily used the cash proceeds to pay down debt.
Amendments to current financing agreements
On January 10, 2020, we amended the Credit Agreement (along with
other of our financing agreements) to, among other things, (i)
increase the maximum permitted leverage ratio; and (ii) add
additional pricing levels to compensate for the increase in
permitted leverage ratios.
On May 19, 2020, we further amended the Credit Agreement (along
with other of our financing agreements) to, among other things, (i)
increase the maximum permitted leverage ratio for current and
future quarters; (ii) increase the margin paid on various rates
defined in the Credit Agreement at certain pricing levels; (iii)
add additional pricing levels to compensate for the increase in
permitted leverage ratios; (iv) increase the interest rate floor
for various rates defined in the Credit Agreement; (v) add as a
condition to each borrowing under the Revolver that the amount of
cash or cash equivalents on our Consolidated Balance Sheet not
exceed $350.0, subject to certain exceptions; and (vi) impose
certain restrictions on our ability to make restricted payments,
including limitations on share repurchases and the payment of
dividends, and grant liens on assets until January 1,
2022.
See Note 6 to our Consolidated Financial Statements included in
Part II, Item 8 of this Form 10-K for further details on these
amendments.
Maturity of $150.0 senior unsecured notes
Upon maturity in July 2020, we refinanced the $150.0 senior
unsecured notes issued in July 2010 on a long-term basis, as they
were repaid with available borrowing capacity from the Revolver.
There were no outstanding borrowings under the Revolver as of
September 30, 2020, primarily due to repayments made with proceeds
from the 2020 Notes issued in June 2020.
Cash Flows
|
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|
|
|
|
Year Ended September 30, |
(in millions) |
|
2020 |
|
2019 |
|
|
Cash flows provided by (used in) |
|
|
|
|
|
|
Operating activities |
|
$ |
354.8 |
|
|
$ |
178.9 |
|
|
|
Investing activities |
|
(1,295.9) |
|
|
(51.2) |
|
|
|
Financing activities |
|
854.9 |
|
|
217.5 |
|
|
|
Effect of exchange rate changes on cash and cash
equivalents |
|
(1.4) |
|
|
(2.3) |
|
|
|
Net cash flows |
|
$ |
(87.6) |
|
|
$ |
342.9 |
|
|
|
Operating Activities
Operating activities provided $354.8 of cash during 2020, and
provided $178.9 of cash during 2019, a $175.9 (98%) increase.
The increase in operating cash flow was primarily due to reduced
working capital requirements, the additional cash flow provided by
Milacron in 2020, cost containment actions taken during 2020, the
settlement of interest rate swaps in 2019, and a decrease in income
taxes paid, partially offset by an increase in payments for
business acquisition, disposition, and integration costs in
relation to the acquisition of Milacron and divestiture of Cimcool
as well as higher interest paid.
Working capital requirements for the Advanced Process Solutions and
Molding Technology Solutions reportable segments may fluctuate due
primarily to the type of product and geography of customer projects
in process at any point in time. Working capital needs are
lower when advance payments from customers are more heavily
weighted toward the beginning of the project. Conversely,
working capital needs are higher when a larger portion of the cash
is to be received in later stages of manufacturing.
Investing Activities
The $1,244.7 increase in cash used in investing activities during
2020 was primarily due to a cash outflow of $1,503.1 for the
acquisition of Milacron in the current year, compared to $25.9 for
the acquisition of BM&M in the prior year. Additionally,
capital expenditures increased by $10.4 compared to the prior year
period, primarily related to the acquisition of Milacron in the
current year. These cash outflows were partially offset by inflows
of $221.9 due to proceeds from the divestiture of Cimcool and $21.2
of proceeds from the sale of property, plant, and equipment,
primarily related to the sale of two Molding Technology Solutions
manufacturing facilities during the current year. See Note 4 to our
Consolidated Financial Statements included in Part II, Item 8, of
this Form 10-K for further information on these acquisitions and
divestitures.
Financing Activities
Cash provided by financing activities was largely impacted by net
borrowing activity. Our general practice is to utilize our
cash to pay down debt unless it is needed to fund an
acquisition. Daily borrowing and repayment activity under the
Revolver may fluctuate significantly between periods as we fulfill
the capital needs of our business units.
Cash provided by financing activities during 2020 was $854.9,
including $936.7 of proceeds, net of debt repayments. Cash provided
by financing activities during 2019 was $217.5, including $281.3 of
proceeds, net of debt repayments. The increase in cash provided by
financing activities was primarily due to the issuance of two term
loan commitments totaling $725.0 for financing the Milacron
acquisition, the issuance of the 2020 Notes for $400.0 in June
2020, and a decrease in net repayments on the Revolver of $90.9
compared to the prior year, partially offset by the repayment of
the 2010 Notes for $150.0 during 2020 and issuance of the 2019
Notes for $375.0 during 2019.
We returned $63.4 to shareholders in 2020 in the form of quarterly
dividends. We increased our quarterly dividend in 2020 to
$0.2125 per common share from $0.2100 paid during
2019.
Off-Balance Sheet Arrangements
As part of its normal course of business, Hillenbrand is a party to
various financial guarantees and other commitments. These
arrangements involve elements of performance and credit risk that
are not included in the Consolidated Balance Sheets. The
possibility that Hillenbrand would have to make actual cash
expenditures in connection with these obligations is largely
dependent on the performance of the guaranteed party, or the
occurrence of future events that Hillenbrand is unable to predict.
We have no off-balance sheet financing agreements or guarantees at
September 30, 2020, that we believe are reasonably likely to have a
current or future effect on our financial condition, results of
operations, or cash flows.
Contractual Obligations and Contingent Liabilities and
Commitments
The following table summarizes our future obligations as of
September 30, 2020. This will help give you an understanding
of the significance of cash outlays that are fixed beyond the
normal accounts payable we have already incurred and have recorded
in the Consolidated Financial Statements.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment Due by Period |
(in millions) |
|
Total |
|
Less
Than 1
Year |
|
1-3
Years |
|
4-5
Years |
|
After 5
Years |
2020 Notes due 2025 |
|
$ |
400.0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
400.0 |
|
|
$ |
— |
|
2019 Notes due 2026 |
|
375.0 |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
375.0 |
|
Series A Notes due 2024 |
|
100.0 |
|
|
— |
|
|
— |
|
|
100.0 |
|
|
— |
|
$500.0 term loan |
|
475.0 |
|
|
25.0 |
|
|
75.0 |
|
|
375.0 |
|
|
— |
|
$225.0 term loan |
|
213.7 |
|
|
11.3 |
|
|
202.4 |
|
|
— |
|
|
— |
|
Interest on financing agreements
(1)
|
|
302.7 |
|
|
65.9 |
|
|
123.8 |
|
|
95.0 |
|
|
18.0 |
|
Operating lease payments |
|
166.9 |
|
|
34.8 |
|
|
53.4 |
|
|
27.4 |
|
|
51.3 |
|
Purchase obligations
(2)
|
|
265.0 |
|
|
232.5 |
|
|
32.5 |
|
|
— |
|
|
— |
|
Defined benefit plan funding
(3)
|
|
177.1 |
|
|
11.6 |
|
|
23.4 |
|
|
22.7 |
|
|
119.4 |
|
Other obligations
(4)
|
|
35.0 |
|
|
8.5 |
|
|
4.0 |
|
|
9.7 |
|
|
12.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
(5)
|
|
$ |
2,510.4 |
|
|
$ |
389.6 |
|
|
$ |
514.5 |
|
|
$ |
1,029.8 |
|
|
$ |
576.5 |
|
(1)Cash
obligations for interest requirements relate to our fixed-rate debt
obligations at the contractual rates and our variable-rate debt
obligations at the current rates as of September 30,
2020.
(2)Agreements
to purchase goods or services that are enforceable and legally
binding and that specify all significant terms, including fixed or
minimum quantities to be purchased; fixed, minimum or variable
price provisions; and the approximate timing of the
transaction.
(3)Includes
projected contributions to achieve minimum funding objectives for
our pension and postretirement healthcare plans.
(4)Primarily
includes estimated payments for the Transition Tax liability, the
estimated liquidation of liabilities related to both our short-term
and long-term casket pricing obligation, self-insurance reserves,
and severance payments.
(5)We
have excluded from the table our $35.7 liability related to
uncertain tax positions as the current portion is not significant
and we are not able to reasonably estimate the timing of the
long-term portion.
Summarized Financial Information for Guarantors and the Issuer of
Guaranteed Securities
Summarized financial information of Hillenbrand (the “Parent”) and
our subsidiaries that are guarantors of our senior unsecured notes
(the “Guarantor Subsidiaries”) is shown below on a combined basis
as the “Obligor Group.” The Company’s senior unsecured notes are
guaranteed by certain of our wholly-owned domestic subsidiaries and
rank equally in right of payment with all of our existing and
financial information of the Obligor Group. All intercompany
balances and transactions between the Parent and Guarantor
Subsidiaries have been eliminated and all information excludes
subsidiaries that are not issuers or guarantors of our senior
unsecured notes, including earnings from and investments in these
entities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020 |
|
September 30, 2019 |
Combined Balance Sheets Information: |
|
|
|
|
Current assets
(1)
|
|
$ |
2,088.7 |
|
|
$ |
1,681.5 |
|
Non-current assets |
|
4,548.4 |
|
|
2,634.4 |
|
Current liabilities
(1)
|
|
2,067.7 |
|
|
1,343.0 |
|
Non-current liabilities |
|
1,596.8 |
|
|
710.8 |
|
|
|
|
|
|
|
|
Year Ended
September 30, 2020 |
|
Year Ended
September 30, 2019 |
Combined Statements of Operations Information: |
|
|
|
|
Net revenue
(2)
|
|
$ |
859.6 |
|
|
$ |
893.7 |
|
Gross profit |
|
387.0 |
|
|
400.0 |
|
Net (loss) income attributable to Obligors |
|
(32.1) |
|
|
243.6 |
|
(1)
Current liabilities include intercompany payables to non-guarantors
of $256.2 as of September 30, 2020 and current assets included
intercompany receivables with non-guarantors $5.3 as of September
30, 2019.
(2)
Revenue includes intercompany sales with non-guarantors of $55.5 as
of September 30, 2020 and $53.0 as of September 30,
2019.
Recently Issued and Adopted Accounting Standards
For a summary of recently issued and adopted accounting standards
applicable to us, see Note 2 to our Consolidated Financial
Statements included in Part II, Item 8, of this
Form 10-K.
Item 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
In this section, we tell you about market risks we think could have
a significant impact on our bottom line or the financial strength
of our Company. The term “market risk” generally means how
results of operations and the value of assets and liabilities could
be affected by market factors such as interest rates, currency
exchange rates, the value of commodities, and debt and equity price
risks. If those factors change significantly, it could help
or hurt our bottom line, depending on how we react to
them.
We are exposed to various market risks. We have established
policies, procedures, and internal processes governing our
management of market risks and the use of financial instruments to
manage our exposure to such risks. Our primary exposures are
typically to: fluctuations in market prices for purchases of
certain commodities; volatility in interest rates associated with
the Revolver and term loans; volatility in the fair value of the
assets held by our pension plans; and variability in exchange rates
in foreign locations.
We are subject to market risk from fluctuating market prices of
certain purchased commodity raw materials including steel, wood,
red metals, and fuel. While these materials are typically
available from multiple suppliers, commodity raw materials are
subject to market price fluctuations. We generally buy these
commodities based upon market prices that are established with the
supplier as part of the purchasing process. We generally
attempt to obtain firm pricing from our larger suppliers for
volumes consistent with planned production. To the extent
that commodity prices increase and we do not have firm pricing from
our suppliers, or if our suppliers are not able to honor such
prices, we may experience a decline in our gross margins to the
extent we are not able to increase selling prices of our products
or obtain supply chain efficiencies to offset increases in
commodity costs.
At September 30, 2020, our variable-rate debt obligations were
$687.1, which included borrowings under our two term loan
commitments that were issued in connection with the acquisition of
Milacron. We are subject to interest rate risk associated with such
borrowings, which bear a variable rate of interest that is based
upon, at the Company’s option, the LIBO Rate or the Alternate Base
Rate (each as defined in the Credit Agreement) plus a margin based
on the Company’s leverage ratio. The interest we pay on such
borrowings is dependent on interest rate conditions and the timing
of our financing needs. If we assumed borrowings under our
variable-rate debt obligations remained unchanged for the next
fiscal year, a one percentage point change in the related interest
rates would decrease or increase our annual interest expense by
approximately $6.9.
Our pension plans’ assets are also subject to volatility that can
be caused by fluctuations in general economic conditions.
Plan assets are invested by the plans’ fiduciaries, which direct
investments according to specific policies. Those policies
subject investments to the following restrictions in our domestic
plan: short-term securities must be rated A1/P1, liability-hedging
fixed income securities must have an average quality credit rating
of investment grade, and investments in equities in any one company
may not exceed 10% of the equity portfolio. Favorable or
unfavorable investment performance over the long term will impact
our pension expense if it deviates from our assumption related to
future rate of return.
We are subject to variability in foreign currency exchange rates in
our international operations. Exposure to this variability is
periodically managed through the use of natural hedges and also by
entering into currency exchange agreements. The aggregate
notional amount of all derivative instruments was $232.8 and $128.9
at September 30, 2020 and 2019, respectively. The carrying value of
all of the Company’s derivative instruments at fair value resulted
in assets of $2.6 and $2.5 (included in other current assets and
other assets) and liabilities of $1.6 and $2.6 (included in other
current liabilities) at September 30, 2020 and 2019, respectively.
The fair value of these financial instruments would hypothetically
change by approximately $8.5 and $4.2 as of September 30, 2020 and
2019, respectively, if there were a 10% movement in end-of-period
market rates.
The translation of the financial statements of our non-U.S.
operations from local currencies into U.S. dollars is also
sensitive to changes in foreign exchange rates. These
translation gains or losses are recorded as cumulative translation
adjustments (“CTA”) within accumulated other comprehensive loss on
our Consolidated Balance Sheets. The hypothetical change in
CTA is calculated by multiplying the net assets of our non-U.S.
operations by a 10% change in the applicable foreign exchange
rates. The result of the appreciation or depreciation of all
applicable currencies against the U.S. dollar would be a change in
shareholders’ equity of approximately $132.0 and $51.0 as of
September 30, 2020 and 2019, respectively.
Item 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Page |
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Financial Statements: |
|
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|
Financial Statement Schedule for years ended September 30,
2020, 2019, and 2018: |
|
|
|
|
|
|
|
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
Management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company. In
order to evaluate the effectiveness of internal control over
financial reporting, management has conducted an assessment,
including testing, using the criteria set forth by the Committee of
Sponsoring Organizations (COSO) of the Treadway Commission
in
Internal Control — Integrated Framework (2013
Framework).
The Company’s internal control over financial reporting, as defined
in Rule 13a-15(f) under the Securities Exchange Act of
1934, as amended, is a process designed to provide reasonable
assurance regarding the reliability of our financial reporting and
the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the
United States of America. Because of its inherent
limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Management has excluded Milacron from its assessment of internal
controls over financial reporting as of September 30, 2020 because
the Company acquired Milacron effective November 21, 2019. Milacron
constituted
51%
and
29% of total assets (inclusive of acquired goodwill and
identifiable intangible assets of
$1,297.5
million) and net revenue,
respectively, as of and for the year ended September 30,
2020.
Based on our assessment under the criteria established in
Internal Control — Integrated Framework (2013 Framework),
issued by the COSO, management has concluded that the Company
maintained effective internal control over financial reporting as
of September 30, 2020.
The effectiveness of the Company’s internal control over financial
reporting as of September 30, 2020, has been audited by Ernst &
Young LLP, an independent registered public accounting firm, as
stated in their report included herein.
|
|
|
|
|
|
By: |
/s/ Andrew S. Kitzmiller |
|
Andrew S. Kitzmiller |
|
Vice President, Controller, and Chief Accounting
Officer |
|
|
By: |
/s/ Kristina A. Cerniglia |
|
Kristina A. Cerniglia |
|
Senior Vice President and Chief Financial Officer |
|
|
By: |
/s/ Joe A. Raver |
|
Joe A. Raver |
|
President and Chief Executive Officer |
Report of Independent Registered Public Accounting
Firm
To the Board of Directors and Shareholders of Hillenbrand,
Inc.:
Opinion on Internal Control over Financial Reporting
We have audited Hillenbrand, Inc.’s internal control over financial
reporting as of September 30, 2020, based on criteria established
in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013
framework) (the COSO criteria). In our opinion, Hillenbrand, Inc.
(the Company) maintained, in all material respects, effective
internal control over financial reporting as of September 30, 2020,
based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal
Control over Financial Reporting, management’s assessment of and
conclusion on the effectiveness of internal control over financial
reporting did not include the internal controls of Milacron
Holdings Corp. (Milacron), which is included in the 2020
consolidated financial statements of Hillenbrand, Inc. and
constituted 51% and 29% of total assets (inclusive of acquired
goodwill and identifiable intangible assets of
$1,297.5
million) and net revenue, respectively, as of and for the year
ended September 30, 2020. Our audit of internal control over
financial reporting of the Company also did not include an
evaluation of the internal control over financial reporting of
Milacron.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated balance sheet of the Company as of September 30,
2020, and the related consolidated statements of operations,
comprehensive (loss) income, shareholders’ equity and cash flows
for the year then ended, and the related notes and financial
statement schedule listed in the Index at Item 15(a)(2) and our
report dated November 12, 2020 expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting
included in the accompanying Management’s Report on Internal
Control over Financial Reporting. Our responsibility is to express
an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material
respects.
Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control Over Financial
Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Cincinnati, Ohio
November 12, 2020
Report of Independent Registered Public Accounting
Firm
To the Board of Directors and Shareholders of Hillenbrand,
Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of
Hillenbrand, Inc. (the Company) as of September 30, 2020, the
related consolidated statements of operations, comprehensive (loss)
income, shareholders’ equity and cash flows for the year then
ended, and the related notes and financial statement schedule
listed in the Index at Item 15(a)(2) (collectively referred to as
the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material
respects, the financial position of the Company at September 30,
2020, and the results of its operations and its cash flows for the
year then ended in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB),
the Company’s internal control over financial reporting as of
September 30, 2020, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), and our
report dated November 12, 2020, expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audit. We are a public
accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. Our audit included performing procedures to assess the
risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising
from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures
that are material to the consolidated financial statements and (2)
involved our especially challenging, subjective or complex
judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the
critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which
they relate.
|
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|
Valuation of Customer Relationships Intangible Asset Acquired in
the Milacron Holdings Corp. (Milacron) Business
Combination
|
Description of the Matter
|
As described in Note 4 of the consolidated financial statements,
the Company completed its merger with Milacron for a total purchase
price of approximately $2.0 billion on November 21, 2019. The
transaction was accounted for as a business combination and the
assets acquired, and liabilities assumed have been recorded based
on preliminary estimates of fair value and are subject to change
based on the finalization of the fair values of the assets acquired
and liabilities assumed.
Auditing the Company’s accounting for its merger with Milacron was
complex due to the significant estimation involved in estimating
the fair value of customer relationships. The Company preliminarily
allocated approximately $560.0 million of the purchase price to the
fair value of the customer relationships intangible asset. The
Company used the multi-period excess earnings method to value
customer relationships. The significant assumptions used to
estimate the fair value of the customer relationships included
future revenue growth rates and margins on such revenue, and the
discount rate that reflected the level of risk associated with the
future cash flows attributable to the customer relationships. These
significant assumptions are forward-looking and could be affected
by future changes in economic and market conditions.
|
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How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the
operating effectiveness of the Company's internal controls over
accounting for the Milacron acquisition, including controls over
the recognition and measurement of the customer relationships
intangible asset and management's judgements and evaluation over
the underlying assumptions with regard to the valuation model
applied. We also tested management's internal controls to validate
that the data used in the valuation models was complete and
accurate.
To test the estimated fair value of the acquired customer
relationships intangible asset, our audit procedures included,
among others, evaluating the Company’s selection of a valuation
method and testing the valuation model and significant assumptions
used in the valuation models, including the completeness and
accuracy of the underlying data. For example, we compared the
significant assumptions to current industry and market trends and
to the historical results of the acquired Milacron business. We
also performed sensitivity analyses of significant assumptions to
evaluate the changes in the fair value of the acquired customer
relationships intangible asset that would result from changes in
the assumptions. In addition, we involved internal valuation
specialists to assist in our evaluation of the valuation
methodology and certain significant assumptions used by the
Company. Our internal valuation specialists’ procedures included,
among others, developing a range of independent estimates for the
discount rates and comparing those to the discount rates selected
by management.
|
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|
Revenue Recognition - Over Time Revenue Recognition for Long-Term
Manufacturing Contracts
|
Description of the Matter
|
As discussed in Note 3 to the consolidated financial statements,
$619.5 million of the Company’s total net revenue for the year
ended September 30, 2020 relates to revenue recognized over time
from long-term manufacturing contracts and is based on the
cost-to-cost input method. Under this method, the Company
recognizes revenue, cost and gross margin over time based on costs
incurred to date relative to total estimated cost at
completion.
Auditing the Company's measurement of revenue recognized over time
on long-term manufacturing contracts is especially challenging
because it involves subjective management assumptions regarding the
estimated remaining costs of the long-term manufacturing contract
that could span from several months to several years. These
assumptions could be impacted by labor productivity and
availability, the complexity of the work to be performed, the cost
of materials, and the performance of suppliers and subcontractors
and may be affected by future market or economic
conditions.
|
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|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the
operating effectiveness of controls over the Company's process to
recognize revenue over time on long-term manufacturing contracts,
including controls over management’s review of the significant
underlying assumptions described above.
Our audit procedures also included, among others, evaluating the
significant assumptions and the accuracy and completeness of the
underlying data used in management's calculations. This included,
for example, inspection of the executed contract and testing
management's cost estimates by comparing the inputs to the
Company’s historical data or experience for similar contracts, the
performance of sensitivity analyses and the performance of
retrospective review analysis of prior management cost estimates to
actual costs incurred for completed contracts. Additionally,
procedures were performed to evaluate the timely identification of
circumstances which may warrant a modification to a previous cost
estimate, including changes in the Company’s internal and
subcontractor performance trends.
|
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|
Evaluation of Goodwill Impairment for Certain Reporting Units
within the Advanced Process Solutions and Molding Technology
Solutions reportable segments
|
Description of the Matter
|
At September 30, 2020, the Company has recorded goodwill of $485.1
million and $644.4 million within the Advanced Process Solutions
and Molding Technology Solutions reportable segments, respectively.
As discussed in Note 2 to the consolidated financial statements,
goodwill is tested for impairment annually in the third quarter, or
more frequently if indicators of potential impairment exist. During
the second quarter of fiscal 2020, as a result of certain
triggering events and changes in circumstances, the Company
determined an interim impairment test was required for certain
reporting units within the Advanced Process Solutions reportable
segment and all reporting units within the Molding Technology
Solutions reportable segment. As a result of the interim impairment
test, the Company recorded a $72.3 million goodwill impairment
charge related to certain reporting units within the Advanced
Process Solutions reportable segment. No goodwill impairment was
recorded related to the reporting units within the Molding
Technology Solutions reportable segment. The Company’s annual
impairment test in the third quarter of fiscal 2020 did not result
in an impairment of goodwill for any of the Company’s reporting
units. There were no interim impairment indicators identified in
the fourth quarter of fiscal 2020.
Auditing management’s interim goodwill impairment test in the
second quarter of fiscal 2020 related to certain reporting units
within the Advanced Process Solutions reportable segment and the
reporting units within the Molding Technology Solutions reportable
segment was especially challenging due to the complexity of
forecasting the long-term cash flows of these reporting units and
the significant estimation uncertainty of certain assumptions
included within such forecasts. The significant estimation
uncertainty was primarily due to the sensitivity of the reporting
units’ fair value to changes in the significant assumptions used in
the income approach, such as forecasted revenue, EBITDA margins,
long-term growth rates, and discount rates. These significant
assumptions require a high degree of estimation and judgment based
on an evaluation of historical performance, current industry and
macroeconomic conditions.
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|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the
operating effectiveness of controls over the Company’s goodwill
impairment process, including controls over management’s review of
the significant assumptions described above and controls over
management’s review of its financial forecasts and carrying values
of its reporting units.
To test the estimated fair value of certain reporting units within
the Advanced Process Solutions reportable segment and the reporting
units within the Molding Technology Solutions reportable segment,
we performed audit procedures that included, among others,
involving an internal valuation specialist to assist in our
evaluation of the methodologies and certain significant assumptions
used by the Company. We assessed the reasonableness of the
Company’s assumptions around forecasted revenue, EBITDA margins,
long-term growth rates, and discount rates by comparing those
assumptions to recent historical performance, current economic and
industry trends, and financial forecasts. We also assessed the
reasonableness of estimates included in the Company’s reporting
unit financial forecast by evaluating how such assumptions compared
to economic, industry, and peer expectations. We evaluated
management’s historical accuracy of forecasting reporting unit
revenue and EBITDA margins by comparing past forecasts to
subsequent actual activity. We performed various sensitivity
analyses around these significant assumptions to understand the
impact on the fair value calculations.
|
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2019.
Cincinnati, Ohio
November 12, 2020
Report of Independent Registered Public Accounting
Firm
To the Board of Directors and Shareholders of Hillenbrand,
Inc.:
Opinion on the Financial Statements
We have audited the consolidated balance sheet of Hillenbrand, Inc.
and its subsidiaries (the “Company”) as of September 30, 2019 and
the related consolidated statements of operations, comprehensive
(loss) income, shareholders’ equity and cash flows for each of the
two years in the period ended September 30, 2019, including the
related notes and financial statement schedule of valuation and
qualifying accounts as of September 30, 2019 and September 30, 2018
and for each of the two years in the period ended September 30,
2019 listed in the accompanying index (collectively referred to as
the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of September 30,
2019, and the results of its operations and its cash flows for each
of the two years in the period ended September 30, 2019 in
conformity with accounting principles generally accepted in the
United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on
our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits of these consolidated financial statements
in accordance with the standards of the PCAOB. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or
fraud.
Our audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation
of the consolidated financial statements. We believe that our
audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Cincinnati, Ohio
November 13, 2019, except for the effects of assets and liabilities
that have been reclassified to held for sale discussed in Note 4 to
the consolidated financial statements, as to which the date is
November 12, 2020
We served as the Company's auditor from 2007 to 2019.
HILLENBRAND, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
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Year Ended September 30, |
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2020 |
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2019 |
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2018 |
Net revenue |
$ |
2,517.0 |
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$ |
1,807.3 |
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$ |
1,770.1 |
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Cost of goods sold |
1,703.7 |
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|
1,184.3 |
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|
1,128.0 |
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Gross profit |
813.3 |
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|
623.0 |
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|
642.1 |
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Operating expenses |
538.2 |
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|
379.7 |
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|
378.9 |
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Amortization expense |
71.9 |
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32.5 |
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30.2 |
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Impairment charges |
144.8 |
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— |
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63.4 |
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Interest expense |
77.4 |
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27.4 |
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23.3 |
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Other income (expense), net |
0.5 |
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(6.7) |
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0.2 |
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(Loss) income before income taxes |
(18.5) |
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176.7 |
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146.5 |
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Income tax expense |
34.9 |
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50.5 |
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65.3 |
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Consolidated net (loss) income |
(53.4) |
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126.2 |
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81.2 |
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Less: Net income attributable to noncontrolling
interests |
6.7 |
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4.8 |
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4.6 |
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Net (loss) income attributable to Hillenbrand |
$ |
(60.1) |
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$ |
121.4 |
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$ |
76.6 |
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Net (loss) income — per share of common stock |
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Basic (loss) earnings per share |
$ |
(0.82) |
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$ |
1.93 |
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$ |
1.21 |
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Diluted (loss) earnings per share |
$ |
(0.82) |
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$ |
1.92 |
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$ |
1.20 |
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Weighted-average shares outstanding — basic |
73.4 |
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62.9 |
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63.1 |
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Weighted-average shares outstanding — diluted |
73.4 |
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63.3 |
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63.8 |
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See Notes to Consolidated Financial Statements
HILLENBRAND, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in millions)
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Year Ended September 30, |
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2020 |
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2019 |
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2018 |
Consolidated net (loss) income |
$ |
(53.4) |
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$ |
126.2 |
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$ |
81.2 |
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Other comprehensive (loss) income, net of tax |
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Currency translation |
43.1 |
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(20.6) |
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(7.9) |
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Pension and postretirement (net of tax of
$0.2,
$7.7, and $1.3)
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(1.3) |
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(21.3) |
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4.3 |
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Net unrealized (loss) gain on derivative instruments (net of tax of
$0.0, $0.2, and $0.0) |
1.5 |
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(14.5) |
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(0.1) |
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Total other comprehensive income (loss), net of tax |
43.3 |
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(56.4) |
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(3.7) |
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Consolidated comprehensive (loss) income |
(10.1) |
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69.8 |
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77.5 |
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Less: Comprehensive income attributable to noncontrolling
interests |
6.2 |
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4.8 |
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3.9 |
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Comprehensive (loss) income attributable to Hillenbrand |
$ |
(16.3) |
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$ |
65.0 |
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$ |
73.6 |
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See Notes to Consolidated Financial Statements
HILLENBRAND, INC.
CONSOLIDATED BALANCE SHEETS
(in millions)
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September 30, |
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2020 |
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2019 |
ASSETS |
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Current Assets |
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Cash and cash equivalents |
$ |
302.2 |
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$ |
399.0 |
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Trade receivables, net |
279.5 |
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194.8 |
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Receivables from long-term manufacturing contracts |
138.1 |
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180.3 |
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Inventories |
385.4 |
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157.7 |
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Prepaid expenses and other current assets |
83.2 |
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46.8 |
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Current assets held for sale |
181.3 |
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44.6 |
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Total current assets |
1,369.7 |
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1,023.2 |
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Property, plant, and equipment, net |
314.2 |
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|
129.4 |
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Operating lease right-of-use assets |
154.4 |
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— |
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Intangible assets, net |
960.7 |
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312.1 |
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Goodwill |
1,137.8 |
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|
470.7 |
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Noncurrent assets held for sale |
— |
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|
261.1 |
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Other long-term assets |
50.6 |
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32.1 |
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Total Assets |
$ |
3,987.4 |
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$ |
2,228.6 |
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LIABILITIES |
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Current Liabilities |
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Trade accounts payable |
$ |
271.6 |
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$ |
228.5 |
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Liabilities from long-term manufacturing contracts and
advances |
189.1 |
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153.4 |
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Current portion of long-term debt |
36.3 |
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— |
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Accrued compensation |
96.1 |
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|
70.4 |
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Current liabilities held for sale |
32.5 |
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|
20.0 |
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Other current liabilities |
226.5 |
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|
117.0 |
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Total current liabilities |
852.1 |
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589.3 |
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Long-term debt |
1,516.3 |
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|
619.5 |
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Accrued pension and postretirement healthcare |
166.8 |
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|
131.3 |
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Operating lease liabilities |
120.9 |
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— |
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Deferred income taxes |
185.8 |
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|
61.6 |
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Noncurrent liabilities held for sale |
— |
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|
12.2 |
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Other long-term liabilities |
66.1 |
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|
44.9 |
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Total Liabilities |
2,908.0 |
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1,458.8 |
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Commitments and contingencies (Note 12) |
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SHAREHOLDERS’ EQUITY |
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Common stock, no par value (75.8 and 63.9 shares issued,
74.8 and 62.7 shares outstanding)
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— |
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— |
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Additional paid-in capital |
723.6 |
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|
345.3 |
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Retained earnings |
481.4 |
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|
599.5 |
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Treasury stock (1.0 and 1.2 shares), at cost
|
(43.2) |
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(50.1) |
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Accumulated other comprehensive loss |
(102.8) |
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(140.6) |
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Hillenbrand Shareholders’ Equity |
1,059.0 |
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|
754.1 |
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Noncontrolling interests |
20.4 |
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15.7 |
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Total Shareholders’ Equity |
1,079.4 |
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|
769.8 |
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Total Liabilities and Equity |
$ |
3,987.4 |
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$ |
2,228.6 |
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See
Notes to Consolidated Financial Statements
HILLENBRAND, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
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Year Ended September 30, |
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2020 |
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