SEC Comment Letter 0000000000-25-002059 to Hillenbrand, Inc. (HI) (CIK 0001417398)
Hillenbrand, Inc. (HI) (CIK 0001417398)
Date: Feb. 21, 2025 · CIK: 0001417398 · Accession: 0000000000-25-002059
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File numbers found in text: 001-33794
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February 21, 2025
Robert M. VanHimbergen
Sr. Vice President and Chief Financial Officer
Hillenbrand, Inc.
One Batesville Boulevard
Batesville, Indiana 47006
Re:Hillenbrand, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2024
Form 10-Q for the Quarterly Period Ended December 31, 2024
Form 8-K Filed on November 13, 2024
File No. 001-33794
Dear Robert M. VanHimbergen:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended September 30, 2024
Item7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Estimates
Revenue Recognition, page 31
We note you use the input method of “cost-to-cost” to recognize net revenue over
time for long-term manufacturing contracts. You disclose that accounting for these
contracts involves management judgment in estimating total contract revenue and
costs. You also disclose that net revenue and cost estimates are regularly monitored
and revised based on changes in circumstances and that anticipated losses are
recognized immediately. We note revenue recognized over time for long-term
manufacturing contracts represents 38% of total revenue and this matter was
identified as a CAM by your auditor. Revise your future filings to quantify gross
amounts of favorable and unfavorable changes in estimates recognized during each 1.
February 21, 2025
Page 2
period presented and to explain the underlying reasons for material changes. Please
also quantify the amount of contract losses recognized during each period presented
and address the status of material loss contracts, including when they are expected to
be completed. Refer to Item 303(b)(3) of Regulation S-K.
Non-GAAP Operating Performance Measures, page 40
2.We note your non-GAAP adjustment for Business acquisition, divestiture, and
integration costs. Please describe to us, in greater detail, the specific nature of the
material costs included in this adjustment during each period presented and during the
subsequent interim period and explain your consideration of the guidance in Question
100.01 of the Division of Corporation Finance's Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures, especially as it relates to
"integration costs". Specifically address the fact that these costs are incurred during
each period presented and the fact that your most recent acquisition was completed on
September 1, 2023. This comment is also applicable to the inclusion of this non-
GAAP adjustment in Earnings Releases filed under Form 8-K.
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Operations, page 53
3.We note you present disaggregated net revenue disclosures for products and services
in Note 3 on page 70. Revise your future filing to separately present net revenue and
cost of revenue for products and for services as required by Items 5-03(b)(1) and (2)
of Regulation S-X or clarify why such disclosures are not required. Please also revise
future filings to separately present the expense line item required by Items 5-03(b)(4)
of Regulation S-X or clarify why such disclosure is not required.
Form 10-Q for the quarterly period ended December 31, 2024
Item 1. Financial Statements
6. Subsequent Event, page 23
4.On February 5, 2025, we note you entered into a definitive agreement to sell an
ownership stake of approximately 51% in your Milacron injection molding and
extrusion business for $287 million and expect this transaction to close in the second
or third quarter of 2025. Please revise MD&A in future filings to disclose and discuss
the impact that this transaction is expected to have on your financial statements,
including the impact this business had on historical results.
Form 8-K filed on November 13, 2024
Exhibit 99.1
Reconciliation of Non-GAAP Measures, page 12
In regard to your non-GAAP financial measures and related disclosures, please
address the following in future filings:
Clarify your footnote disclosure that the amortization of acquired intangible assets
"does not impact the core performance of your business since this amortization •5.
February 21, 2025
Page 3
does not directly relate to the sale of your products or services" since it appears,
although the expense is being excluded, revenue of the acquired companies is
included in your non-GAAP financial measures and the intangible assets you
acquired contribute to revenue generation.
•You present a non-GAAP financial measure you identify as net debt to pro forma
adjusted EBITDA. Clarify how you use this measure to assess your borrowing
capacity. Also, clarify if this measure is used in debt covenant compliance
calculations and, if applicable, provide the disclosures required by Question
102.09 of the Division of Corporation Finance's Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures, including the amount required
to comply with debt covenants.
In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Andi Carpenter at 202-551-3645 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing