XNYS:HXL Hexcel Corp Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter Ended March 31, 2012

 

or

 

o

Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

 

For the transition period from                     to

 

Commission File Number 1-8472

 


 

Hexcel Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

94-1109521

(State of Incorporation)

 

(I.R.S. Employer Identification No.)

 

Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut 06901-3238

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code:  (203) 969-0666

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o  No x

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at April 18, 2012

COMMON STOCK

 

99,576,482

 

 

 



Table of Contents

 

HEXCEL CORPORATION AND SUBSIDIARIES

 

INDEX

 

 

 

 

 

Page

PART I.

 

FINANCIAL INFORMATION

 

 

 

 

 

 

 

ITEM 1.

 

Condensed Consolidated Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

·   Condensed Consolidated Balance Sheets — March 31, 2012 and December 31, 2011

3

 

 

 

 

 

 

 

 

·   Condensed Consolidated Statements of Operations — The Quarters Ended March 31, 2012 and 2011

4

 

 

 

 

 

 

 

 

·   Condensed Consolidated Statements of Comprehensive Income — The Quarters Ended March 31, 2012 and 2011

4

 

 

 

 

 

 

 

 

·   Condensed Consolidated Statements of Cash Flows — The Quarters Ended March 31, 2012 and 2011

5

 

 

 

 

 

 

 

 

·   Notes to Condensed Consolidated Financial Statements

6

 

 

 

 

 

 

ITEM 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

 

 

 

 

 

 

ITEM 3.

 

Quantitative and Qualitative Disclosures About Market Risk

19

 

 

 

 

 

 

ITEM 4.

 

Controls and Procedures

19

 

 

 

 

 

PART II.

 

OTHER INFORMATION

20

 

 

 

 

 

 

ITEM 1.

 

Legal Proceedings

20

 

 

 

 

 

 

ITEM 1A.

 

Risk Factors

20

 

 

 

 

 

 

ITEM 6.

 

Exhibits and Reports on Form 8-K

20

 

 

 

 

 

SIGNATURE

 

21

 

2



Table of Contents

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.  Condensed Consolidated Financial Statements (Unaudited)

 

Hexcel Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

 

 

 

(Unaudited)

 

(In millions, except per share data)

 

March 31,
2012

 

December 31,
2011

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

48.7

 

$

49.5

 

Accounts receivable, net

 

251.0

 

199.3

 

Inventories, net

 

232.0

 

215.7

 

Prepaid expenses and other current assets

 

53.1

 

59.8

 

Total current assets

 

584.8

 

524.3

 

 

 

 

 

 

 

Property, plant and equipment

 

1,271.6

 

1,223.5

 

Less accumulated depreciation

 

(511.3

)

(501.4

)

Property, plant and equipment, net

 

760.3

 

722.1

 

 

 

 

 

 

 

Goodwill and intangible assets

 

57.7

 

57.4

 

Investments in affiliated companies

 

22.4

 

21.7

 

Deferred tax assets

 

26.1

 

33.0

 

Other assets

 

15.6

 

17.6

 

 

 

 

 

 

 

Total assets

 

$

1,466.9

 

$

1,376.1

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings and current maturities of long-term debt

 

$

14.5

 

$

12.6

 

Accounts payable

 

119.2

 

141.7

 

Accrued liabilities

 

87.1

 

93.2

 

Total current liabilities

 

220.8

 

247.5

 

 

 

 

 

 

 

Long-term notes payable and capital lease obligations

 

294.8

 

238.3

 

Other non-current liabilities

 

87.0

 

88.1

 

Total liabilities

 

602.6

 

573.9

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value, 200.0 shares authorized, 102.0 and 101.0 shares issued at March 31, 2012 and December 31, 2011, respectively

 

1.0

 

1.0

 

Additional paid-in capital

 

604.3

 

589.2

 

Retained earnings

 

323.5

 

283.9

 

Accumulated other comprehensive loss

 

(25.4

)

(39.8

)

 

 

903.4

 

834.3

 

Less — Treasury stock, at cost, 2.5 shares at March 31, 2012 and 2.2 shares at December 31, 2011

 

(39.1

)

(32.1

)

Total stockholders’ equity

 

864.3

 

802.2

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,466.9

 

$

1,376.1

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3



Table of Contents

 

Hexcel Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

 

 

 

(Unaudited)

 

 

 

Quarter Ended March 31,

 

(In millions, except per share data)

 

2012

 

2011

 

 

 

 

 

 

 

Net sales

 

$

400.1

 

$

331.6

 

Cost of sales

 

293.7

 

248.6

 

Gross margin

 

106.4

 

83.0

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

36.6

 

32.9

 

Research and technology expenses

 

9.2

 

8.6

 

Other operating (income)

 

 

(5.7

)

Operating income

 

60.6

 

47.2

 

 

 

 

 

 

 

Interest expense, net

 

3.0

 

4.2

 

Non-operating expense

 

 

4.9

 

Income before income taxes and equity in earnings of affiliated companies

 

57.6

 

38.1

 

 

 

 

 

 

 

Provision for income taxes

 

18.4

 

12.2

 

Income before equity in earnings of affiliated companies

 

39.2

 

25.9

 

 

 

 

 

 

 

Equity in earnings of affiliated companies

 

0.4

 

0.5

 

Net income

 

$

39.6

 

$

26.4

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.40

 

$

0.27

 

 

 

 

 

 

 

Diluted

 

$

0.39

 

$

0.26

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

99.8

 

98.2

 

 

 

 

 

 

 

Diluted

 

101.7

 

100.4

 

 

Hexcel Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

 

 

 

(Unaudited)

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2012

 

2011

 

 

 

 

 

 

 

Net Income

 

$

39.6

 

$

26.4

 

Currency translation adjustments

 

11.0

 

17.8

 

Net unrealized pension and other benefit actuarial gains (losses) and prior service cost (credits), net of tax

 

(0.4

)

0.7

 

Net unrealized gains on financial instruments, net of tax

 

3.8

 

5.3

 

Comprehensive Income

 

$

54.0

 

$

50.2

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4



Table of Contents

 

Hexcel Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

 

 

 

(Unaudited)

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2012

 

2011

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

39.6

 

$

26.4

 

Reconciliation to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

14.0

 

14.1

 

Amortization of debt discount and deferred financing costs and call premium expense

 

0.5

 

5.4

 

Deferred income taxes

 

12.0

 

9.3

 

Equity in earnings from affiliated companies

 

(0.4

)

(0.5

)

Stock-based compensation

 

7.5

 

6.4

 

Pension curtailment gain

 

 

(5.7

)

Excess tax benefits on stock-based compensation

 

(4.7

)

(2.0

)

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

(Increase) in accounts receivable

 

(48.3

)

(30.1

)

(Increase) in inventories

 

(13.5

)

(24.3

)

Decrease (increase) in prepaid expenses and other current assets

 

2.6

 

(1.0

)

Increase in accounts payable and accrued liabilities

 

17.7

 

24.7

 

Other - net

 

(4.8

)

(5.8

)

Net cash provided by operating activities

 

22.2

 

16.9

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Capital expenditures and deposits for capital purchases

 

(82.9

)

(35.9

)

Net cash used for investing activities

 

(82.9

)

(35.9

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds (repayment) from senior secured credit facility

 

59.0

 

(35.0

)

Borrowings (repayments) from credit line

 

0.7

 

(1.3

)

Repayments of capital lease obligations and other debt, net

 

(0.2

)

(0.1

)

Repayment of senior secured credit facility — term loan

 

(1.2

)

(1.2

)

Borrowings from senior secured credit facility

 

 

135.0

 

Repayment of 6.75% senior subordinated notes

 

 

(150.0

)

Call premium payment for 6.75% senior subordinated notes

 

 

(3.4

)

Activity under stock plans

 

0.8

 

3.1

 

Net cash provided by (used in) financing activities

 

59.1

 

(52.9

)

Effect of exchange rate changes on cash and cash equivalents

 

0.8

 

5.3

 

Net decrease in cash and cash equivalents

 

(0.8

)

(66.6

)

Cash and cash equivalents at beginning of period

 

49.5

 

117.2

 

Cash and cash equivalents at end of period

 

$

48.7

 

$

50.6

 

 

 

 

 

 

 

Supplemental data:

 

 

 

 

 

Accrual basis additions to property, plant and equipment

 

$

44.7

 

$

25.2

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5



Table of Contents

 

HEXCEL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1 — Significant Accounting Policies

 

In these notes, the terms “Hexcel,” “the Company,” “we,” “us,” or “our” mean Hexcel Corporation and subsidiary companies. The accompanying condensed consolidated financial statements are those of Hexcel Corporation. Refer to Note 1 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2011 for a discussion of our significant accounting policies.

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements have been prepared from the unaudited accounting records of Hexcel pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements have been omitted pursuant to rules and regulations of the SEC.

 

In the opinion of management, the condensed consolidated financial statements include all normal recurring adjustments as well as any non-recurring adjustments necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods presented. The condensed consolidated balance sheet as of December 31, 2011 was derived from the audited 2011 consolidated balance sheet. Interim results are not necessarily indicative of results expected for any other interim period or for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2012.

 

Investments in Affiliated Companies

 

We have a 50% equity ownership investment in an Asian joint venture Asian Composites Manufacturing Sdn. Bhd.  We have determined that this investment is not a variable interest entity.  As such, we account for our share of the earnings of this affiliated company using the equity method of accounting.

 

Note 2 — Net Income per Common Share

 

 

 

Quarter Ended March 31,

 

(In millions, except per share data)

 

2012

 

2011

 

 

 

 

 

 

 

Basic net income per common share:

 

 

 

 

 

Net income

 

$

39.6

 

$

26.4

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

99.8

 

98.2

 

 

 

 

 

 

 

Basic net income per common share

 

$

0.40

 

$

0.27

 

 

 

 

 

 

 

Diluted net income per common share:

 

 

 

 

 

Weighted average common shares outstanding — Basic

 

99.8

 

98.2

 

Plus incremental shares from assumed conversions:

 

 

 

 

 

Restricted stock units

 

0.7

 

0.8

 

Stock options

 

1.2

 

1.4

 

Weighted average common shares outstanding — Dilutive

 

101.7

 

100.4

 

 

 

 

 

 

 

Diluted net income per common share

 

$

0.39

 

$

0.26

 

 

Total shares underlying stock options of 0.5 million and 1.0 million were excluded from the computation of diluted net income per share for the quarters ended March 31, 2012 and 2011, respectively, as they were anti-dilutive.

 

6



Table of Contents

 

Note 3 Inventories, net

 

(In millions)

 

March 31,
2012

 

December 31,
2011

 

Raw materials

 

$

102.4

 

$

86.4

 

Work in progress

 

49.6

 

48.4

 

Finished goods

 

80.0

 

80.9

 

Total inventories

 

$

232.0

 

$

215.7

 

 

Note 4 Retirement and Other Postretirement Benefit Plans

 

We maintain qualified and nonqualified defined benefit retirement plans covering certain current and former U.S. and European employees, retirement savings plans covering eligible U.S. employees and certain postretirement health care and life insurance benefit plans covering eligible U.S. retirees. We also participate in a union sponsored multi-employer pension plan covering certain U.S. employees with union affiliations.

 

Defined Benefit Retirement Plans

 

Net Periodic Benefit Costs

 

Net periodic benefit costs of our defined benefit retirement plans for the quarters ended March 31, 2012 and 2011, were as follows:

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2012

 

2011

 

U.S. Non-qualified Defined Benefit Retirement Plans

 

 

 

 

 

Service cost

 

$

0.3

 

$

0.2

 

Interest cost

 

0.3

 

0.3

 

Net amortization and deferral

 

0.6

 

0.3

 

Net periodic benefit cost

 

$

1.2

 

$

0.8

 

 

 

 

March 31, 2012

 

December 31, 2011

 

Amounts recognized on the balance sheet:

 

 

 

 

 

Accrued liabilities

 

$

0.3

 

$

0.3

 

Other non-current liabilities

 

33.7

 

33.1

 

Total accrued benefit

 

$

34.0

 

$

33.4

 

 

 

 

Quarter Ended March 31,

 

 

 

2012

 

2011

 

European Defined Benefit Retirement Plans

 

 

 

 

 

Service cost

 

$

0.1

 

$

0.7

 

Interest cost

 

1.7

 

1.8

 

Expected return on plan assets

 

(1.8

)

(1.9

)

Net amortization and deferral

 

0.2

 

0.2

 

Curtailment gain

 

 

(5.7

)

Net periodic benefit cost (income)

 

$

0.2

 

$

(4.9

)

 

 

 

March 31, 2012

 

December 31, 2011

 

Amounts recognized on the balance sheet:

 

 

 

 

 

Accrued liabilities

 

$

3.2

 

$

0.4

 

Other non-current liabilities

 

27.9

 

28.6

 

Total accrued benefit

 

$

31.1

 

$

29.0

 

 

As discussed in Note 10, effective January 31, 2011 credited service for the participants in our U.K. defined benefit plan was frozen, as the plan was terminated and replaced with a defined contribution plan.  This change reduced the projected plan obligation by $1.6 million and also resulted in recognizing $5.7 million of prior unrecognized service credits as a curtailment gain.

 

7



Table of Contents

 

Contributions

 

We generally fund our U.S. non-qualified defined benefit retirement plans when benefit payments are incurred. Under the provisions of these non-qualified plans, we expect to contribute $0.3 million in 2012 to cover unfunded benefits. We contributed $0.3 million to our U.S. non-qualified defined benefit retirement plans during the 2011 fiscal year.

 

We contributed $1.5 million and $1.4 million to our European defined benefit retirement plans in the first quarters of 2012 and 2011, respectively. We plan to contribute approximately $7.8 million during 2012 to these European plans.  We contributed $6.2 million to our European plans during the 2011 fiscal year.

 

Postretirement Health Care and Life Insurance Benefit Plans

 

Net periodic benefit costs of our postretirement health care and life insurance benefit plans for the quarters ended March 31, 2012 and 2011 were immaterial.

 

 

 

 

March 31, 2012

 

December 31, 2011

 

Amounts recognized on the balance sheet:

 

 

 

 

 

Accrued liabilities

 

$

0.7

 

$

0.7

 

Other non-current liabilities

 

7.1

 

7.3

 

Total accrued benefit

 

$

7.8

 

$

8.0

 

 

In connection with our postretirement plans, we contributed $0.1 million in the first quarter of 2012 and less than $0.1 million in the first quarter of 2011.  We periodically fund our postretirement plans to pay covered expenses as they are incurred.  Under the provisions of these post retirement plans, we expect to contribute approximately $0.7 million in 2012 to cover unfunded benefits.  We contributed $0.3 million to our postretirement plans during the 2011 fiscal year.

 

Note 5 — Debt

 

(In millions)

 

March 31,
2012

 

December 31,
2011

 

Working capital line of credit — China

 

$

5.5

 

$

4.8

 

Current maturities of capital lease and other obligations

 

0.2

 

0.3

 

Current maturities of term loan

 

8.8

 

7.5

 

Notes payable and current maturities of long-term liabilities

 

14.5

 

12.6

 

 

 

 

 

 

 

Senior secured credit facility — term loan due 2015

 

82.5

 

85.0

 

Senior secured credit facility — revolving loan due 2015

 

137.0

 

78.0

 

6.75% senior subordinated notes due 2015

 

73.5

 

73.5

 

Capital lease and other obligations

 

1.8

 

1.8

 

Long-term notes payable and capital lease obligations

 

294.8

 

238.3

 

Total notes payable and capital lease obligations

 

$

309.3

 

$

250.9

 

 

Estimated Fair Values of Notes Payable

 

The approximate, aggregate fair value of our notes payable as of March 31, 2012 and December 31, 2011 were as follows:

 

(In millions)

 

March 31,
2011

 

December 31,
2011

 

6.75% senior subordinated notes, due 2015

 

$

74

 

$

74

 

Senior secured credit facility — term loan due 2015

 

91

 

93

 

 

The fair values of the notes payable were estimated on the basis of quoted market prices.  Due to low trading activity, they are Level 2 in the fair value hierarchy.

 

Note 6 Derivative Financial Instruments

 

Interest Rate Swap Agreements

 

In 2010, we entered into an agreement to swap $98 million of a floating rate obligation for a fixed rate obligation at an average of 1.03% against LIBOR in U.S. dollars.  The swap is scheduled to mature on March 31, 2014, and was accounted for as a cash flow hedge of our floating rate bank loan. To ensure the swap was highly effective, all the principal terms of the swap matched the terms of

 

8



Table of Contents

 

the bank loan.  The fair value of the interest rate swap was a liability of $0.8 million at March 31, 2012 and $0.6 million at December 31, 2011.

 

Foreign Currency Forward Exchange Contracts

 

A number of our European subsidiaries are exposed to the impact of exchange rate volatility between the U.S. dollar and the subsidiaries’ functional currencies, being either the Euro or the British Pound Sterling.  We entered into contracts to exchange U.S. dollars for Euros and British Pound Sterling through November 2014.  The aggregate notional amount of these contracts was $200.7 million and $168.9 million at March 31, 2012 and December 31, 2011, respectively.  The purpose of these contracts is to hedge a portion of the forecasted transactions of European subsidiaries under long-term sales contracts with certain customers.  These contracts are expected to provide us with a more balanced matching of future cash receipts and expenditures by currency, thereby reducing our exposure to fluctuations in currency exchange rates.  The effective portion of the hedges was a gain of $4.7 million and $4.8 million for the quarters ended March 31, 2012 and 2011, respectively, and are recorded in other comprehensive income.  The carrying amount of these contracts was $2.2 million classified in other assets and $2.3 million in other liabilities on the Condensed Consolidated Balance Sheets at March 31, 2012 and $0.6 million in other assets and $6.6 million classified in other liabilities at December 31, 2011.  During each of the quarters ended March 31, 2012 and 2011, we recognized a net $0.5 million reduction in gross margin.  For the quarters ended March 31, 2012 and 2011, hedge ineffectiveness was immaterial.  Cash flows associated with these contracts are classified within net cash provided by operating activities.

 

In addition, we enter into foreign exchange forward contracts which are not designated as hedges.  These are used to provide an offset to transactional gains or losses arising from the remeasurement of non-functional monetary assets and liabilities such as accounts receivable.  The change in the fair value of the derivatives is recorded in the statement of operations.  There are no credit contingency features in these derivatives.  During the quarters ended March 31, 2012 and 2011, we recognized net foreign exchange gains of $3.2 million and foreign exchange gains of $5.0 million, respectively, in the Condensed Consolidated Statements of Operations, which offsets the translation exposure of these transactions.  The carrying amount of the contracts for asset and liability derivatives not designated as hedging instruments was $0.5 million classified in other assets and $0.2 million in other liabilities and $0.1 million classified in other assets and $3.8 million in other liabilities on the March 31, 2012 and December 31, 2011 Condensed Consolidated Balance Sheets, respectively.

 

The change in fair value of our foreign currency forward exchange contracts under hedge designations recorded net of tax within accumulated other comprehensive income for the quarters ended March 31, 2012 and 2011 was as follows:

 

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2012

 

2011

 

Unrealized losses at beginning of period

 

$

(4.5

)

$

(0.2

)

Losses reclassified to net sales

 

0.4

 

0.4

 

Increase in fair value

 

3.4

 

3.6

 

Unrealized (losses) gains at end of period

 

$

(0.7

)

$

3.8

 

 

As of March 31, 2012, unrealized losses recorded in “accumulated other comprehensive income,” net of tax, total $0.7 million, of which $0.1 million are expected to be reclassified into earnings over the next twelve months as the hedged sales are recorded.

 

Note 7 — Income Taxes

 

The income tax provisions for the quarters ended March 31, 2012 and 2011 were $18.4 million and $12.2 million, respectively.  The effective tax rate for both periods was about 32%.

 

Note 8 — Fair Value Measurements

 

The authoritative guidance for fair value measurements establishes a hierarchy for observable and unobservable inputs used to measure fair value, into three broad levels, which are described below:

 

·                  Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

 

·                  Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

 

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·                  Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

 

In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value.

 

We do not have any significant assets or liabilities that utilize Level 3 inputs. In addition, we have no assets or liabilities that utilize Level 1 inputs.  For derivative assets and liabilities that utilize Level 2 inputs, we prepare estimates of future cash flows of our derivatives, which are discounted to a net present value.  The estimated cash flows and the discount factors used in the valuation model are based on observable inputs, and incorporate non-performance risk (the credit standing of the counterparty when the derivative is in a net asset position, and the credit standing of Hexcel when the derivative is in a net liability position).  The fair value of these assets and liabilities was approximately $2.7 million and $3.3 million, respectively at March 31, 2012.  Below is a summary of valuation techniques for all Level 2 financial assets and liabilities:

 

·                  Interest rate swap — valued using LIBOR yield curves at the reporting date.  Fair value was a liability of $0.8 million at March 31, 2012.

 

·                  Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices at the reporting date. Fair value of assets and liabilities at March 31, 2012 was $2.7 million and $2.5 million, respectively.

 

Counterparties to the above contracts are highly rated financial institutions, none of which experienced any significant downgrades in the three months ended March 31, 2012 that would reduce the receivable amount owed, if any, to the Company.

 

·                  Money market funds —are classified as cash equivalents. Fair value at March 31, 2012 was $16.0 million, the same as book value.

 

Note 9 Segment Information

 

The financial results for our operating segments are prepared using a management approach, which is consistent with the basis and manner in which we internally segregate financial information for the purpose of assisting in making internal operating decisions.  We evaluate the performance of our operating segments based on operating income, and generally account for intersegment sales based on arm’s length prices.  Corporate and certain other expenses are not allocated to the operating segments, except to the extent that the expense can be directly attributable to the business segment.

 

Financial information for our business segments for the quarters ended March 31, 2012 and 2011 is as follows:

 

(In millions)

 

Composite
Materials(b)

 

Engineered
Products

 

Corporate
& Other(a)

 

Total

 

 

 

 

 

 

 

 

 

 

 

First Quarter 2012

 

 

 

 

 

 

 

 

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

Commercial aerospace

 

$

179.5

 

$

62.8

 

$

 

$

242.3

 

Space and defense

 

63.9

 

21.0

 

 

84.9

 

Industrial

 

72.8

 

0.1

 

 

72.9

 

Net sales to external customers

 

316.2

 

83.9

 

 

400.1

 

Intersegment sales

 

15.9

 

0.1

 

(16.0

)

 

Total sales

 

332.1

 

84.0

 

(16.0

)

400.1

 

 

 

 

 

 

 

 

 

 

 

Operating income (a)

 

65.8

 

11.8

 

(17.0

)

60.6

 

Depreciation and amortization

 

12.9

 

1.1

 

 

14.0

 

Stock-based compensation expense

 

2.1

 

0.4

 

5.0

 

7.5

 

Accrual basis additions to capital expenditures

 

43.6

 

1.1

 

 

44.7

 

 

 

 

 

 

 

 

 

 

 

First Quarter 2011

 

 

 

 

 

 

 

 

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

Commercial aerospace

 

$

143.2

 

$

54.4

 

$

 

$

197.6

 

Space and defense

 

59.9

 

19.8

 

 

79.7

 

Industrial

 

53.2

 

1.1

 

 

54.3

 

Net sales to external customers

 

256.3

 

75.3

 

 

331.6

 

Intersegment sales

 

13.9

 

0.3

 

(14.2

)

 

Total sales

 

270.2

 

75.6

 

(14.2

)

331.6

 

 

 

 

 

 

 

 

 

 

 

Operating income (a)

 

49.8

 

12.5

 

(15.1

)

47.2

 

Depreciation and amortization

 

12.9

 

1.1

 

0.1

 

14.1

 

Stock-based compensation expense

 

1.6

 

0.3

 

4.5

 

6.4

 

Other operating (income) expense

 

(5.7

)

 

 

(5.7

)

Accrual basis additions to capital expenditures

 

24.3

 

0.9

 

 

25.2

 

 

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(a)          We do not allocate corporate expenses to the operating segments.

(b)         First quarter 2011 operating income for Composite Materials includes a $5.7 million gain resulting from the curtailment of our U.K. pension plan.

 

Goodwill and Intangible Assets

 

The carrying amount of gross goodwill and intangible assets by segment is as follows:

 

(In millions)

 

March 31,
2012

 

December 31,
2011

 

Composite Materials

 

$

41.7

 

$

41.4

 

Engineered Products

 

16.0

 

16.0

 

Goodwill and intangible assets

 

$

57.7

 

$

57.4

 

 

No impairments have been recorded against these amounts.

 

Note 10 — Other Operating (Income) Expense

 

Effective January 31, 2011, credited service for the participants in our U.K. defined benefit plan was frozen, as it was terminated and replaced with a defined contribution plan.  This resulted in recognizing $5.7 million of prior unrecognized service credits as a curtailment gain and also reduced the projected plan obligation by $1.6 million.

 

Note 11 — Other Non-Operating Expense

 

In February 2011, we redeemed $150 million of our $225 million 6.75% senior subordinated notes at a call premium of 2.25%.  As a result of the redemption, we accelerated the unamortized financing costs of the senior subordinated notes redeemed and expensed the call premium incurring a pretax charge of $4.9 million.

 

Note 12 — Commitments and Contingencies

 

We are involved in litigation, investigations and claims arising out of the normal conduct of our business, including those relating to commercial transactions, environmental, employment, and health and safety matters.  We estimate and accrue our liabilities when a loss becomes probable and estimable. These judgments take into consideration a variety of factors, including the stage of the proceeding; potential settlement value; assessments by internal and external counsel; and assessments by environmental engineers and consultants of potential environmental liabilities and remediation costs.  Such estimates are not discounted to reflect the time value of money due to the uncertainty in estimating the timing of the expenditures, which may extend over several years.

 

While it is impossible to ascertain the ultimate legal and financial liability with respect to certain contingent liabilities and claims, we believe, based upon our examination of currently available information, our experience to date, and advice from legal counsel, that the individual and aggregate liabilities resulting from the ultimate resolution of these contingent matters, after taking into consideration our existing insurance coverage and amounts already provided for, will not have a material adverse impact on our consolidated results of operations, financial position or cash flows.

 

Environmental Matters

 

We are subject to various U.S. and international federal, state and local environmental, and health and safety laws and regulations.  We are also subject to liabilities arising under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”), the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, and similar state

 

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Table of Contents

 

and international laws and regulations that impose responsibility for the control, remediation and abatement of air, water and soil pollutants and the manufacturing, storage, handling and disposal of hazardous substances and waste.

 

We have been named as a potentially responsible party (“PRP”) with respect to several hazardous waste disposal sites that we do not own or possess, which are included on, or proposed to be included on, the Superfund National Priority List of the U.S. Environmental Protection Agency (“EPA”) or on equivalent lists of various state governments.  Because CERCLA allows for joint and several liability in certain circumstances, we could be responsible for all remediation costs at such sites, even if we are one of many PRPs.  We believe, based on the amount and nature of our waste, our existing insurance coverage, the amounts already provided for and the number of other financially viable PRPs, that our liability in connection with such matters will not be material.

 

Lodi, New Jersey Site

 

Pursuant to the New Jersey Industrial Site Recovery Act, Hexcel entered into an Administrative Consent Order for the environmental remediation of a manufacturing facility we own and formerly operated in Lodi, New Jersey.  We have been remediating this site in accordance with an approved plan.  The primary remediation activities have been completed and we are awaiting sampling results and confirmation from the State. We will continue to incur costs to decommission the system, cleanup select contaminated areas and the continued monitoring of the site. The accrual is $1.5 million at March 31, 2012.

 

Lower Passaic River Study Area

 

In October 2003, we received, along with 66 other entities, a directive from the New Jersey Department of Environmental Protection (“NJDEP”) that requires the entities to assess whether operations at various New Jersey sites, including our former manufacturing site in Lodi, New Jersey, caused damage to natural resources in the Lower Passaic River watershed.  The NJDEP later dismissed us from the Directive.  In February 2004, 42 entities including Hexcel, received a general notice letter from the EPA which requested that the entities consider helping to finance an estimated $10 million towards an EPA study of environmental conditions in the Lower Passaic River watershed.  In May 2005, we voluntarily signed into an agreement with the EPA to participate (bringing the total number of participating entities to 43) in financing such a study up to $10 million, in the aggregate.  Since May 2005, a number of additional PRPs have joined into the agreement with the EPA.  In October 2005, we along with the other EPA notice recipients were advised by the EPA that the notice recipients’ share of the costs of the EPA study was expected to significantly exceed the earlier EPA estimate.  While we and the other recipients were not obligated by our agreement to share in such excess, a Group of notice recipients (73 companies including Hexcel) negotiated an agreement with the EPA to assume responsibility for the study pursuant to an Administrative Order on Consent.  We believe we have viable defenses to the EPA claims and expect that other as yet unnamed parties will also receive notices from the EPA.  In June 2007, the EPA issued a draft Focused Feasibility Study (“FFS”) that considers interim remedial options for the lower eight miles of the river, in addition to a “no action” option.  The estimated costs for the six options ranged from $900 million to $2.3 billion.  The PRP Group provided comments to the EPA on the FFS; the EPA has not yet taken further action.  The Administrative Order on Consent regarding the study does not cover work contemplated by the FFS.  Furthermore, the Federal Trustee for natural resources have indicated their intent to perform a natural resources damage assessment on the river and invited the PRPs to participate in the development and performance of this assessment.  The PRP Group, including Hexcel, has not agreed to participate in the assessment at this time.  Finally, on February 4, 2009, Tierra Solutions (“Tierra”) and Maxus Energy Corporation (“Maxus”) filed a third party complaint in New Jersey Superior Court against us and over 300 other entities in an action brought against Tierra and Maxus (and other entities) by the State of New Jersey.  New Jersey’s suit against Tierra and Maxus relates to alleged discharges of contaminants by Tierra and Maxus to the Passaic River and seeks payment of all past and future costs the State has and will incur regarding cleanup and removal of contaminants, investigation of the Passaic River and related water bodies, assessment of natural resource injuries and other specified injuries.  The third party complaint seeks contribution from us for all or part of the damages that Tierra and Maxus may owe to the State.  We filed our answer to the complaint and served our initial disclosures, and have produced initial documents to Tierra and Maxus, pursuant to an order of the court.  We expect additional discovery and litigation activities to occur during 2012.  The court has issued a trial plan that contemplates a liability trial for third-party defendants (including Hexcel) in April 2013, with additional proceedings if necessary to allocate costs between third-party defendants in January 2014.  Our ultimate liability for investigatory costs, remedial costs and/or natural resource damages in connection with the Lower Passaic River cannot be determined at this time.

 

Kent, Washington Site

 

We were party to a cost-sharing agreement regarding the operation of certain environmental remediation systems necessary to satisfy a post-closure care permit issued to a previous owner of our Kent, Washington site by the EPA.  Under the terms of the cost-sharing agreement, we were obligated to reimburse the previous owner for a portion of the cost of the required remediation activities.  Management has determined that the cost-sharing agreement terminated in December 1998; however, the other party disputes this determination.  The Washington Department of Ecology (“Ecology”) has issued a unilateral Enforcement Order to us requiring us to (a) maintain the interim remedial system and to perform system separation, (b) to conduct a focused remedial investigation and (c) to conduct a focused feasibility study to develop recommended long term remedial measures.  We asserted defenses against performance

 

12



Table of Contents

 

of the order, particularly objecting to the remediation plan proposed by the previous owner, who still owns the adjacent contaminated site.  As a result of a dispute resolution procedure, Hexcel and Ecology have reached an agreement to modify certain work requirements and to extend certain deadlines, and we are in full compliance with the order as modified.  The total accrued liability related to this matter was $1.3 million at March 31, 2012.

 

Omega Chemical Corporation Superfund Site, Whittier, CA

 

We are a potentially responsible party at a former chemical waste site in Whittier, CA. The PRPs at Omega have established a PRP Group, the “Omega PRP Group”, and are currently investigating and remediating soil and groundwater at the site pursuant to a Consent Decree with the EPA.  The Omega PRP Group has allocated 1.07% of the waste tonnage sent to the site to Hexcel.  In addition to the Omega site specifically, the EPA is investigating the scope of regional groundwater contamination in the vicinity of the Omega site and recently issued a Record of Decision; the Omega PRP Group members have been noticed by the EPA as PRP’s who will be required to be involved in the remediation of the regional groundwater contamination in that vicinity as well.  As a member of the Omega PRP group, Hexcel will likely incur costs associated with the investigation and remediation of the Omega site, but our ultimate liability, if any, in connection with this matter cannot be determined at this time.

 

Our estimate of liability as a PRP and our remaining costs associated with our responsibility to remediate the Lodi, New Jersey; Kent, Washington; and other sites are accrued in the consolidated balance sheets.  As of March 31, 2012, our aggregate environmental related accruals were $3.4 million, of which $2.5 million was included in accrued liabilities with the remainder included in non-current liabilities.  As related to certain environmental matters, except for the Lodi site, the accrual was estimated at the low end of a range of possible outcomes since no amount within the range is a better estimate than any other amount.  If we had accrued for these matters at the high end of the range of possible outcomes, our accrual would have been $1.5 million higher. These accruals can change significantly from period to period due to such factors as additional information on the nature or extent of contamination, the methods of remediation required, changes in the apportionment of costs among responsible parties and other actions by governmental agencies or private parties, or the impact, if any, of being named in a new matter.

 

Environmental remediation spending charged directly to our reserve balance for the quarter ended March 31, 2012 was $1.6 million and $2.1 million for the quarter ended March 31, 2011.  In addition, our operating costs relating to environmental compliance charged directly to expense were $2.8 million and $2.3 million for the quarters ended March 31, 2012 and 2011, respectively.  Capital expenditures for environmental matters were $0.3 million and $0.2 million for the quarters ended March 31, 2012 and 2011, respectively.

 

Product Warranty

 

We provide for an estimated amount of product warranty expense at the time revenue is recognized.  This estimated amount is provided by product and based on historical warranty experience.  In addition, we periodically review our warranty accrual and record any adjustments as deemed appropriate.  Warranty expense for the quarter ended March 31, 2012, and accrued warranty cost, included in “accrued liabilities” in the condensed consolidated balance sheets at March 31, 2012 and December 31, 2011, was as follows:

 

(In millions)

 

Product
Warranties

 

Balance as of December 31, 2011

 

$

5.7

 

Warranty expense

 

1.3

 

Deductions and other

 

(1.0

)

Balance as of March 31, 2012

 

$

6.0

 

 

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Table of Contents

 

ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Business Overview

 

We develop, manufacture, and market lightweight, high-performance composites, including carbon fibers, specialty reinforcements, prepregs and other fiber-reinforced matrix materials, adhesives, honeycomb, engineered honeycomb and composite structures, for use in Commercial Aerospace, Space & Defense and Industrial Applications. Our products are used in a wide variety of end applications, such as commercial and military aircraft, space launch vehicles and satellites, wind turbine blades, automotive, recreational products and a variety of other industrial applications.

 

We serve international markets through manufacturing facilities, sales offices and representatives located in the Americas, Asia Pacific, Europe and Russia.  We are also an investor in a joint venture in Malaysia, which manufactures composite structures for Commercial Aerospace applications.

 

Hexcel has two segments, Composite Materials and Engineered Products. The Composite Materials segment is comprised of our carbon fiber, specialty reinforcements, resins, prepregs and other fiber-reinforced matrix materials, and honeycomb core product lines.  The Engineered Products segment is comprised of lightweight high strength composite structures, molded components and specialty machined honeycomb product lines.

 

Net sales for the quarter were $400.1 million, 20.7% higher (22.0% in constant currency) than the $331.6 million reported for the first quarter of 2011.  The growth was led by the commercial aerospace market, which accounts for about 60% of our sales.

 

Commercial aerospace sales increased 22.6% for the quarter (23.7% in constant currency) as compared to the first quarter of 2011.  Airbus and Boeing related sales (which combined accounted for over 80% of our sales to this market) were up over 20% as revenues attributed to new aircraft programs (A380, A350, B787, B747-8) increased more than 20% versus the same period last year and continue to comprise more than 25% of Commercial Aerospace sales.  Airbus and Boeing legacy aircraft related sales for the quarter were also up over 20% as compared to the first quarter of 2011, as we benefit from line-rate increases.

 

Sales to other commercial aerospace, which includes regional and business aircraft customers, were up more than 15% from a year ago and were up modestly on a sequential basis.

 

Space and Defense sales of $84.9 million were 6.5% higher (7.5% in constant currency) than the first quarter of 2011.  We continue to benefit from rotorcraft related growth, led by strong sales in Europe and Asia Pacific.

 

Industrial sales of $72.9 million for the first quarter of 2012 were 34.3% higher (37.3% in constant currency) than the first quarter of 2011.  Wind sales have now grown sequentially for the last five quarters and have reached our expected run rate for the balance of the year.

 

Gross margin was 26.6% of net sales for the quarter as compared to 25.0% in the same period last year. Strong sales volume and the continued improvement in operating performance led to the margin improvement.  The impact from exchange rates on gross margin percentage accounted for about 50 basis points of the increase compared to the first quarter of last year. SG&A and R&T expenses were 10.4% higher than the comparable period in 2011, due to higher variable compensation expenses and the addition of infrastructure and related staffing to support the current and future growth.  Adjusted operating income increased from 12.5% in the first quarter of 2011 to 15.1% in the first quarter of 2012, with foreign exchange rates accounting for about 50 bps of the increase.

 

We expect accrual basis capital expenditures to be $250 million to $275 million in 2012, as we expand capacity to meet the planned needs of our customers.  Accrual basis additions to capital expenditures were $44.7 million in the first quarter of 2012 as compared to $25.2 million during the first quarter of 2011.

 

Free cash flow (defined as cash provided by operating activities less capital expenditures) for the first quarter was a use of $61 million as compared to a use of $19 million for the first quarter of 2011 primarily due to higher amounts of cash paid for capital expenditures in 2012.  Cash spent on capital expenditures in the first quarter of 2012 was $82.9 million compared to $35.9 million in 2011. We expect free cash flow for the year to be in the range of a use of $50 million - $75 million.

 

Based on our current market outlook and first quarter results, we are increasing our 2012 adjusted diluted earnings per share guidance to $1.45 - $1.55 (from $1.33 - $1.45).  We are also raising our sales guidance for the year to $1.55 billion - $1.65 billion (from $1.5 billion - $1.6 billion).

 

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Table of Contents

 

Financial Overview

Results of Operations

 

 

 

Quarter Ended March 31,

 

 

 

(In millions, except per share data)

 

2012

 

2011

 

% Change

 

 

 

 

 

 

 

 

 

Net sales

 

$

400.1

 

$

331.6

 

20.7

%

Operating income

 

60.6

 

47.2

 

28.4

%

As a percentage of net sales

 

15.1

%

14.2

%

 

 

Net income

 

$

39.6

 

$

26.4

 

50.0

%

Diluted net income per common share

 

$

0.39

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP measures:

 

 

 

 

 

 

 

Adjusted operating income

 

$

60.6

 

$

41.5

 

46.0

%

As a percentage of net sales

 

15.1

%

12.5

%

 

 

Adjusted net income

 

$

39.6

 

$

25.3

 

56.5

%

Adjusted diluted earnings per share

 

$

0.39

 

$

0.25

 

 

 

 

Net sales, adjusted operating income, adjusted operating income % and adjusted net income for the first quarter of 2012 were the highest in the Company’s history.

 

The Company’s performance measurements include operating and net income adjusted for special items, both of which are non-GAAP measures. Management believes these non-GAAP measurements are meaningful to investors because they provide a view of Hexcel with respect to ongoing operating results. Special items represent significant charges or credits that are important to understanding Hexcel’s overall operating results in the periods presented. Such non-GAAP measurements are not recognized in accordance with generally accepted accounting principles and should not be viewed as an alternative to GAAP measures of performance. The following is a reconciliation from GAAP to non-GAAP amounts.

 

 

 

Quarter Ended March 31,

 

(In millions, except per share data)

 

2012

 

2011

 

 

 

 

 

 

 

Operating income

 

$

60.6

 

$

47.2

 

Other operating income (a)

 

 

(5.7

)

Adjusted operating income

 

$

60.6

 

$

41.5

 

 

 

 

 

 

 

Net income

 

$

39.6

 

$

26.4

 

Other operating income, net of tax (a)

 

 

(4.1

)

Non-operating expense, net of tax (b)

 

 

3.0

 

Adjusted net income

 

$

39.6

 

$

25.3

 

 


(a)    Other operating income for the quarter ended March 31, 2011 was a benefit from the curtailment of our U.K. pension plan.

 

(b)   Non-operating expense was the accelerated amortization of deferred financing costs and expensing of the call premium from the redemption of $150 million of 6.75% senior subordinated notes.

 

15



Table of Contents

 

Net Sales

 

Net sales for the quarter ended March 31, 2012 increased 20.7% (22.0% in constant currency) from the first quarter of 2011. The following table summarizes net sales to third-party customers by segment and end market for the quarters ended March 31, 2012 and 2011:

 

 

 

Quarter Ended March 31,

 

 

 

(In millions)

 

2012

 

2011

 

% Change

 

Consolidated Net Sales

 

$

400.1

 

$

331.6

 

20.7

%

Commercial Aerospace

 

242.3

 

197.6

 

22.6

%

Space & Defense

 

84.9

 

79.7

 

6.5

%

Industrial

 

72.9

 

54.3

 

34.3

%

 

 

 

 

 

 

 

 

Composite Materials

 

$

316.2

 

$

256.3

 

23.4

%

Commercial Aerospace

 

179.5

 

143.2

 

25.3

%

Space & Defense

 

63.9

 

59.9

 

6.7

%

Industrial

 

72.8

 

53.2

 

36.8

%

 

 

 

 

 

 

 

 

Engineered Products

 

$

83.9

 

$

75.3

 

11.4

%

Commercial Aerospace

 

62.8

 

54.4

 

15.4

%

Space & Defense

 

21.0

 

19.8

 

6.1

%

Industrial

 

0.1

 

1.1

 

(90.9

)%

 

Commercial Aerospace: Net sales increased $44.7 million, or 22.6% (23.7% in constant currency) to $242.3 million for the first quarter of 2012.  Revenues attributed to new aircraft programs (A380, A350, B787 and B747-8) increased more than 20% versus the same period last year and comprise more than 25% of Commercial Aerospace sales.  Airbus and Boeing legacy aircraft related sales for the quarter were up over 20% as compared to the first quarter of 2011.  Regional and business aircraft sales, which account for less than 20% of sales for this market, increased more than 15% for the first quarter compared to 2011, and were up modestly on a sequential basis.

 

Space & Defense: Net sales of $84.9 million were up $5.2 million, or 6.5% (7.5% in constant currency) from the first quarter of 2011.  We continue to benefit from rotorcraft related growth, led by strong sales in Europe and Asia Pacific.

 

Industrial: Net sales increased $18.6 million, or 34.3% (37.3% in constant currency), to $72.9 million for the first quarter of 2012.  Wind sales have now grown sequentially for the last five quarters.

 

Gross Margin

 

 

 

Quarter Ended March 31,

 

 

 

(In millions)

 

2012

 

2011

 

% Change

 

Gross margin

 

$

106.4

 

$

83.0

 

28.2

%

Percentage of sales

 

26.6

%

25.0

%

 

 

 

We achieved a gross margin percentage of 26.6% in the first quarter of 2012.  The benefit of higher volume combined with good cost control led to the margin growth.  Foreign exchange rates also contributed approximately 50 basis points of the margin increase.

 

Operating Expenses

 

 

 

Quarter Ended March 31,

 

 

 

(In millions)

 

2012

 

2011

 

% Change

 

SG&A expense

 

$

36.6

 

$

32.9

 

11.2

%

Percentage of sales

 

9.1

%

9.9

%

 

 

 

 

 

 

 

 

 

 

R&T expense

 

$

9.2

 

$

8.6

 

7.0

%

Percentage of sales

 

2.3

%

2.6

%

 

 

 

16



Table of Contents

 

Selling, general and administrative (“SG&A”) and Research and technology (“R&T”) expenses in the first quarter of 2012 were 10.4% higher than the comparable 2011 period due to higher variable compensation expenses and the addition of infrastructure and related staffing to support the current and future growth.

 

Operating Income

 

 

 

Quarter Ended March 31,

 

 

 

(In millions)

 

2012

 

2011

 

% Change

 

Consolidated Operating income

 

$

60.6

 

$

47.2

 

28.4

%

Operating margin

 

15.1

%

14.2

%

 

 

 

 

 

 

 

 

 

 

Composite Materials

 

65.8

 

49.8

 

32.1

%

Operating margin

 

19.8

%

18.4

%

 

 

Engineered Products

 

11.8

 

12.5

 

(5.6

)%

Operating margin

 

14.0

%

16.5

%

 

 

Corporate & Other

 

(17.0

)

(15.1

)

(12.6

)%

 

Excluding the $5.7 million curtailment gain, adjusted operating margin in 2011 was 12.5%. The year over year increase in operating margin percentage was primarily due to the higher sales and good cost control efforts.  The decrease in Engineered Products operating margin primarily relates to the mix of products sold and learning curve costs related to new programs.

 

Interest Expense, Net

 

 

 

Quarter Ended March 31,

 

 

 

(In millions)

 

2012

 

2011

 

% Change

 

Interest expense, net

 

$

3.0

 

$

4.2

 

(28.6

)%

Percentage of sales

 

0.7

%

1.3

%

 

 

 

The $1.2 million decrease in interest expense was primarily due to lower average borrowing rates as a result of the February 2011 prepayment of $150 million of the 6.75% senior subordinated notes.

 

Provision for Income Taxes

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2012

 

2011

 

Income tax expense

 

$

18.4

 

$

12.2

 

Effective tax rate

 

31.9

%

32.0

%

 

The 31.9% effective tax rate in 2012 is in line with our expected rate for the year.

 

Financial Condition

 

Liquidity:  As of March 31, 2012, we had cash and cash equivalents of $48.7 million.  Aggregate borrowings as of March 31, 2012 under the Senior Secured Credit Facility (the “Facility”) were $228.3 million.  The Facility permits us to issue letters of credit up to an aggregate amount of $40.0 million.  Outstanding letters of credit reduce the amount available for borrowing under our revolving loan.  As of March 31, 2012, we had issued letters of credit under the Facility totaling $2.2 million, resulting in undrawn availability under the Facility as of March 31, 2012 of $145.8 million.  In addition, we borrowed $5.5 million from the credit line established in China associated with our operations there.  Our total debt, net of cash, as of March 31, 2012 was $260.6 million.  This represents an increase of $59.2 million from December 31, 2011.

 

The Facility contains financial and other covenants, including, but not limited to, restrictions on the incurrence of debt and the granting of liens, as well as the maintenance of an interest coverage ratio and a leverage ratio, and limitations on capital expenditures.  In accordance with the terms of the Facility, we are required to maintain a minimum interest coverage ratio of 4.00 (based on the ratio of EBITDA, as defined in the credit agreement, to interest expense) and may not exceed a maximum leverage ratio of 3.00 (based on the ratio of total debt to EBITDA) throughout the term of the Facility.  In addition, the Facility contains other terms and conditions such as customary representations and warranties, additional covenants and customary events of default.  As of March 31, 2012, we were in compliance with all debt covenants and expect to remain in compliance.

 

17



Table of Contents

 

We expect to meet our short-term liquidity requirements (including capital expenditures) through net cash from operating activities, cash on hand and our revolving credit facility. As of March 31, 2012, long-term liquidity requirements consist primarily of obligations under our long-term debt obligations.  We do not have any significant required debt repayments until September 2014.  Our term loan requires repayments at a rate of approximately $1.3 million per quarter through June 2012 and increasing to $2.5 million per quarter until June 2014.  Our next required payment of $1.3 million is due in June 2012.  Our revolver facility expires in July 2015.

 

Operating Activities:  Net cash provided by operating activities was $22.2 million in the first quarter of 2012, as compared to net cash provided by operating activities of $16.9 million in the first quarter of 2011.  Historically, working capital traditionally increases from the low seasonal December levels, and our annual benefit and variable compensation payments occur in the first quarter.  Working capital was a use of $41.5 million in the first quarter of 2012 and a use of $30.7 million in the first quarter of 2011.

 

Investing Activities:  Net cash used for investing activities of $82.9 million in the first quarter of 2012 was for capital expenditures. This compares to capital expenditures of $35.9 million during the first quarter of 2011.

 

Financing Activities:  Financing activities provided $59.1 million of net cash in the first quarter of 2012 compared with using $52.9 million in the same period of 2011.  The increase in 2012 reflects $59.0 million of borrowings from our revolving credit facility.  The decrease in 2011 represents the February redemption of $150 million of our $225 million 6.75% senior subordinated notes at a call premium of 2.25%.  The redemption was primarily funded by a $135 million draw down our senior secured credit facility, of which $35 million was repaid in the first quarter of 2011.

 

As a result of the redemption in 2011, we accelerated the unamortized financing costs of the senior subordinated notes being redeemed and expensed the call premium incurring a pretax charge of $4.9 million (after tax of $0.03 per diluted share) in the first quarter of 2011.

 

Financial Obligations and Commitments: As of March 31, 2012, current maturities of notes payable and capital lease obligations, excluding our foreign credit line, were $9.0 million. This amount includes all remaining debt and capital lease maturities in 2012 (refer to MD&A in our 2011 Annual Report on Form 10-K for further details regarding our financial obligations and commitments). The next significant scheduled debt maturity will not occur until 2014, in the amount of $10.0 million. We have one capital lease for a building which expires in 2021.  In addition, certain sales and administrative offices, data processing equipment and manufacturing facilities are leased under operating leases.

 

The loans under the Senior Secured Credit Facility are scheduled to mature in July of 2015.  Our senior subordinated notes mature on February 1, 2015.

 

Critical Accounting Estimates

 

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP.  In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect reported amounts of assets, liabilities, revenues, expenses and related disclosures.  We base our assumptions, estimates and judgments on historical experience, current trends and other factors management believes to be relevant at the time our condensed consolidated financial statements are prepared.  On a regular basis, management reviews accounting policies, assumptions, estimates and judgments to ensure our financial statements are presented fairly and in accordance with U.S. GAAP.  However, because future events and their effects cannot be determined with certainty, actual results may differ from our assumptions and estimates, and such differences could be material.

 

We describe our significant accounting policies and critical accounting estimates in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.  There were no significant changes in our accounting policies and estimates since the end of fiscal 2011.

 

Forward-Looking Statements

 

Certain statements contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable.  These statements also relate to future prospects, developments and business strategies.  These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “would”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “should”, “will”, and similar terms and phrases, including references to assumptions.  Such statements are based on current expectations, are inherently uncertain, and are subject to changing assumptions.

 

18



Table of Contents

 

Such forward-looking statements include, but are not limited to: (a) the estimates and expectations based on aircraft production rates made publicly available by Airbus and Boeing; (b) the revenues we may generate from an aircraft model or program; (c)  the impact of the possible push-out in deliveries of the Airbus and Boeing backlog and the impact of delays in new aircraft programs or the final Hexcel composite material content once the design and material selection has been completed; (d) expectations of composite content on new commercial aircraft programs and our share of those requirements; (e) expectations of growth in revenues from space and defense applications, including whether certain programs might be curtailed or discontinued; (f) expectations regarding growth in sales for wind energy, recreation and other industrial applications; (g) expectations regarding working capital trends and expenditures; (h) expectations as to the level of capital expenditures and when we will complete the construction and qualification of capacity expansions; (i) our ability to maintain and improve margins in light of the ramp-up of capacity and the current economic environment; (j) the outcome of legal matters; (k) our projections regarding the realizability of net operating loss and tax credit carryforwards; and (l) the impact of various market risks, including fluctuations in interest rates, currency exchange rates, environmental regulations and tax codes, commodity prices, and in the market price of our common stock; and the impact of the above factors on our expectations of 2012 financial results.  In addition, actual results may differ materially from the results anticipated in the forward looking statements due to a variety of factors, including but not limited to changing market conditions, increased competition, product mix, inability to achieve planned manufacturing improvements and cost reductions, supply chain disruptions and conditions in the financial markets.

 

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different. Such factors include, but are not limited to, the following: changes in general economic and business conditions; changes in current pricing and cost levels; changes in political, social and economic conditions and local regulations; foreign currency fluctuations; changes in aerospace delivery rates; reductions in sales to any significant customers, particularly Airbus, Boeing or Vestas; changes in sales mix; changes in government defense procurement budgets; changes in military aerospace programs technology; industry capacity; competition; disruptions of established supply channels, particularly where raw materials are obtained from a single or limited number of sources and cannot be substituted by unqualified alternatives; manufacturing capacity constraints; and the availability, terms and deployment of capital.

 

If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected.  In addition to other factors that affect our operating results and financial position, neither past financial performance nor our expectations should be considered reliable indicators of future performance.  Investors should not use historical trends to anticipate results or trends in future periods.  Further, our stock price is subject to volatility.  Any of the factors discussed above could have an adverse impact on our stock price.  In addition, failure of sales or income in any quarter to meet the investment community’s expectations, as well as broader market trends, can have an adverse impact on our stock price.  We do not undertake an obligation to update our forward-looking statements or risk factors to reflect future events or circumstances.

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

 

There are no material changes in market risk from the information provided in the Company’s 2011 Annual Report on Form 10-K.

 

ITEM 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of March 31, 2012 and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Our Chief Executive Officer and Chief Financial Officer have concluded that there have not been any changes in our internal control over financial reporting during the first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

19



Table of Contents

 

PART II.  OTHER INFORMATION

 

ITEM 1.  Legal Proceedings

 

The information required by Item 1 is contained within Note 12 on pages 12 through 14 of this Form 10-Q and is incorporated herein by reference.

 

ITEM 1A. Risk Factors

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, which could materially affect our business, financial condition or future results. In addition, future uncertainties may increase the magnitude of these adverse effects or give rise to additional material risks not now contemplated.

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c)

 

Period

 

(a)
Total Number
of
Shares (or
Units)
Purchased

 

(b)
Average Price Paid
per Share (or Unit)

 

(c)
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs

 

(d)
Maximum Number (or
Approximate Dollar Value) of
Shares (or Units) that May Yet
Be Purchased Under the Plans or
Programs

 

 

 

 

 

 

 

 

 

 

 

January 1 — January 31, 2012

 

1,571

 

$

25.93

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

February 1 — February 29, 2012

 

0

 

N/A

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

March 1 — March 31, 2012

 

0

 

N/A

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,571

(1)

$

25.93

 

0

 

0

 

 


(1) All shares were delivered by one employee in payment of the exercise price of non-qualified stock options

 

ITEM 5. Other Information

 

Not applicable

 

ITEM 6.  Exhibits

 

Exhibit No.

 

Description

 

 

 

31.1

 

Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101

 

The following materials from the Hexcel Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) related notes.

 

20



Table of Contents

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Hexcel Corporation

 

 

 

 

 

 

April 23, 2012

 

/s/ Kimberly Hendricks

(Date)

 

Kimberly Hendricks

 

 

Vice President, Corporate Controller and

 

 

Chief Accounting Officer

 

21



Table of Contents

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

 

 

31.1

 

Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

31.2

 

Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

32

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

101

 

The following materials from the Hexcel Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) related notes.

 

 

22


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