Hexcel Corp 10-Q for FY2020 Q2
Hexcel Corp (HXL)
About this 10-Q
Hexcel Corp filed this 10-Q on July 27, 2020, covering the quarter ended June 30, 2020 (FY2020 Q2).
Headline figures
Quarter ended June 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $378.7M
- down 37.8% from $609M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
or
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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
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
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 |
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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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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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Accelerated filer ☐ |
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Non-accelerated filer ☐ |
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Smaller reporting company |
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Emerging growth company |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Outstanding at July 15, 2020 |
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COMMON STOCK |
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HEXCEL CORPORATION AND SUBSIDIARIES
INDEX
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PART I. |
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ITEM 1. |
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Condensed Consolidated Balance Sheets — June 30, 2020 and December 31, 2019 |
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Condensed Consolidated Statements of Cash Flows — The six months ended June 30, 2020 and 2019 |
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ITEM 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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ITEM 3. |
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ITEM 4. |
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PART II. |
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ITEM 1. |
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ITEM 1A. |
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ITEM 2. |
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ITEM 6. |
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2
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
Hexcel Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
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(Unaudited) |
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June 30, |
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December 31, |
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(In millions) |
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2020 |
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2019 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Inventories, net |
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Contract assets |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment |
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Less accumulated depreciation |
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Net property, plant and equipment |
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Goodwill and other intangible assets, net |
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Investments in affiliated companies |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Short-term borrowings |
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$ |
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$ |
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Accounts payable |
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Accrued compensation and benefits |
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Accrued liabilities |
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Total current liabilities |
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Commitments and contingencies (see Note 12) |
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Long-term debt |
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Retirement obligations |
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Other non-current liabilities |
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Total liabilities |
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Stockholders' equity: |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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Less – Treasury stock, at cost, at December 31, 2019, respectively. |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
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Hexcel Corporation and Subsidiaries |
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Condensed Consolidated Statements of Operations |
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(Unaudited) |
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(Unaudited) |
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Quarter Ended June 30, |
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Six Months Ended June 30, |
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(In millions, except per share data) |
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2020 |
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2019 |
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2020 |
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2019 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross margin |
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Selling, general and administrative expenses |
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Research and technology expenses |
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Other operating expense |
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— |
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— |
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Operating income |
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Interest expense, net |
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Income (loss) before income taxes, and equity in earnings from affiliated companies |
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Provision for (benefit from) income taxes |
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Income (loss) before equity in earnings from affiliated companies |
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Equity in earnings (loss) from affiliated companies |
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Net income (loss) |
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$ |
( |
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$ |
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$ |
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$ |
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Basic net income (loss) per common share |
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$ |
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$ |
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$ |
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$ |
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Diluted net income (loss) per common share |
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$ |
( |
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$ |
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$ |
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$ |
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Dividends per share |
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$ |
— |
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$ |
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$ |
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$ |
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Weighted-average common shares: |
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Basic |
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Diluted |
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Hexcel Corporation and Subsidiaries |
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Condensed Consolidated Statements of Comprehensive Income |
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(Unaudited) |
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(Unaudited) |
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Quarter Ended June 30, |
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Six Months Ended June 30, |
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(In millions) |
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2020 |
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2019 |
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2020 |
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2019 |
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Net income (loss) |
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$ |
( |
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$ |
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$ |
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$ |
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Currency translation adjustments |
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( |
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( |
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( |
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Net unrealized pension and other benefit actuarial gains (losses) and prior service credits (net of tax) |
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( |
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( |
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Net unrealized gains (losses) on financial instruments (net of tax) |
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( |
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( |
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( |
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Total other comprehensive income (loss) |
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( |
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( |
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( |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Hexcel Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
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(Unaudited) |
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Six Months Ended June 30, |
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(In millions) |
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2020 |
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2019 |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Reconciliation to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization related to financing |
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Deferred income taxes |
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( |
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Equity in earnings from affiliated companies |
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( |
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( |
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Stock-based compensation |
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Merger and restructuring charges |
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— |
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Merger and restructuring cash payments |
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( |
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— |
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Changes in assets and liabilities: |
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Decrease (increase) in accounts receivable |
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( |
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Decrease (increase) in inventories |
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( |
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Increase in prepaid expenses and other current assets |
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( |
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( |
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(Decrease) increase in accounts payable/accrued liabilities |
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( |
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Other – net |
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( |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities |
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Capital expenditures |
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( |
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( |
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Acquisition of business |
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— |
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( |
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Net cash used for investing activities |
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( |
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( |
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Cash flows from financing activities |
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Repayments of Euro term loan |
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( |
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( |
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Borrowing from senior unsecured credit facility - 2024 |
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Repayment of senior unsecured credit facility - 2024 |
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( |
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( |
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Borrowing from senior unsecured credit facility - 2021 |
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— |
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Repayment of senior unsecured credit facility - 2021 |
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— |
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( |
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Repayment of finance lease obligation and other debt, net |
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( |
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( |
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Issuance costs related to senior credit facility |
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— |
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( |
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Dividends paid |
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( |
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( |
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Repurchase of stock |
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( |
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( |
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Activity under stock plans |
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( |
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Net cash provided by financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
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( |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental data: |
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Accrual basis additions to plant, property and equipment |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Hexcel Corporation and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
For the Three and Six Months ended June 30, 2020, and June 30, 2019
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Additional |
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Accumulated |
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Other |
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Total |
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Paid-In |
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Retained |
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Comprehensive |
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Treasury |
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Stockholders’ |
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(In millions) |
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Par |
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Capital |
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Earnings |
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Income (Loss) |
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Stock |
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Equity |
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Balance, December 31, 2018 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Dividends paid on common stock |
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— |
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— |
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( |
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— |
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— |
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( |
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Change in other comprehensive income (loss)– net of tax |
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— |
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— |
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— |
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( |
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— |
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( |
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Stock based compensation |
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— |
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— |
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— |
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( |
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Acquisition of treasury stock |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance, March 31, 2019 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Dividends paid on common stock |
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— |
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— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
|
( |
) |
||||
|
Change in other comprehensive income (loss)– net of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
|
( |
) |
||||
|
Stock based compensation |
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
||||
|
Balance, June 30, 2019 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Accumulated |
|
|
Other |
|
|
|
|
|
|
Total |
|
||||
|
|
|
|
|
|
|
Paid-In |
|
|
Retained |
|
|
Comprehensive |
|
|
Treasury |
|
|
Stockholders’ |
|
|||||
|
(In millions) |
|
Par |
|
|
Capital |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Stock |
|
|
Equity |
|
||||||
|
Balance, December 31, 2019 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
Net income |
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
||||
|
Dividends paid on common stock |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
|
( |
) |
||||
|
Change in other comprehensive income (loss)– net of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
|
( |
) |
||||
|
Stock based compensation |
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|||
|
Acquisition of treasury stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
||||
|
Balance, March 31, 2020 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
Net loss |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
|
( |
) |
||||
|
Dividends paid on common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|||||
|
Change in other comprehensive income (loss)– net of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
||||
|
Stock based compensation |
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
||||
|
Balance, June 30, 2020 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
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, 2019 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 to present fairly the statement of financial position, results of operations, cash flows and statement of stockholder’s equity for the interim periods presented. The condensed consolidated balance sheet as of December 31, 2019 was derived from the audited 2019 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 2019 Annual Report on Form 10-K.
Investments in Affiliated Companies
We have a
Merger Termination
On January 12, 2020, we announced that we had entered into an agreement and plan of merger (the “Merger Agreement”) with Woodward, Inc. (“Woodward”), which provided for the combination of Hexcel and Woodward in an all stock merger of equals (the “Merger”). In response to the impact of the novel strain of coronavirus (“COVID-19”) pandemic, on April 5, 2020, Hexcel and Woodward entered into an agreement to terminate the Merger Agreement.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326). The Accounting Standards Codification 326, Financial Instruments- Credit Losses (“ASC 326”) requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. We adopted the update, effective January 1, 2020, applying this standard to our Accounts Receivable and Contract Assets. Our high-quality credit review practice and good customer relationships has resulted in accounts receivable write offs below
In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20), which amends the current disclosure requirements regarding defined benefit pensions and other post retirement plans, and allows for the removal of certain disclosures, while adding certain new disclosure requirements. This standard is effective for fiscal years beginning after December 15, 2020 and allows for early adoption. We do not expect this new standard to have a significant impact to our disclosures.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which amends and aims to simplify accounting disclosure requirements regarding a number of topics including: intraperiod tax allocation, accounting for deferred taxes when there are changes in consolidation of certain investments, tax basis step up in an acquisition and the application of effective rate changes during interim periods, amongst other improvements. This standard is
7
effective for fiscal years beginning after December 15, 2020 and allows for early adoption. We are assessing the impact of this new standard on our consolidated balance sheets, statements of operations and our future disclosures.
Note 2 — Net Income (Loss) Per Common Share
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
(In millions, except per share data) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Basic net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per common share |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding — Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus incremental shares from assumed conversions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding — Dilutive (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net (loss) income per common share (1) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
(1) |
|
Total shares underlying stock options of
Rights Plan
On
Note 3 — Inventories
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
Raw materials |
|
$ |
|
|
|
$ |
|
|
|
Work in progress |
|
|
|
|
|
|
|
|
|
Finished goods |
|
|
|
|
|
|
|
|
|
Total Inventory |
|
$ |
|
|
|
$ |
|
|
8
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. and U.K. 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 quarter and six months ended June 30, 2020 and 2019 were as follows:
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
U.S. Nonqualified Defined Benefit Retirement Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amortization |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
|
Net periodic benefit cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
Amounts recognized on the balance sheet for U.S. nonqualified defined benefit retirement plans: |
|
|
|
|
|
|
|
|
|
Accrued liabilities |
|
$ |
|
|
|
$ |
|
|
|
Other non-current liabilities |
|
|
|
|
|
|
|
|
|
Total accrued benefit |
|
$ |
|
|
|
$ |
|
|
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
European Defined Benefit Retirement Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net amortization and deferral |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit credit |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
Amounts recognized on the balance sheet for European defined benefit retirement plans: |
|
|
|
|
|
|
|
|
|
Other assets |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued liabilities |
|
|
|
|
|
|
|
|
|
Other non-current liabilities |
|
|
|
|
|
|
|
|
|
Total accrued benefit |
|
$ |
|
|
|
$ |
|
|
All costs related to our pensions are included as a component of operating income in our condensed consolidated statements of operations. For the quarters ended June 30, 2020 and 2019, amounts unrelated to service costs were a benefit of $
9
Contributions
We generally fund our U.S. non-qualified defined benefit retirement plans when benefit payments are incurred. We have contributed approximately $
We contributed $
Postretirement Health Care and Life Insurance Benefit Plans
We recorded $
|
(In millions) |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
Amounts recognized on the balance sheet: |
|
|
|
|
|
|
|
|
|
Accrued liabilities |
|
$ |
|
|
|
$ |
|
|
|
Other non-current liabilities |
|
|
|
|
|
|
||
|
Total accrued benefit |
|
$ |
|
|
|
$ |
|
|
Amounts contributed in connection with our postretirement plans were immaterial for both the six months ended June 30, 2020 and 2019. We periodically fund our postretirement plans to pay covered expenses as they are incurred. We expect to contribute less than $
Note 5 –– Debt
|
(In millions) |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
Current portion of finance lease |
|
$ |
|
|
|
$ |
|
|
|
Current portion of Euro term loan |
|
|
— |
|
|
|
|
|
|
Current portion of debt |
|
|
|
|
|
|
|
|
|
Non-current portion of Euro term loan |
|
|
— |
|
|
|
|
|
|
Senior unsecured credit facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior notes --- original issue discount |
|
|
( |
) |
|
|
( |
) |
|
Senior notes --- deferred financing costs |
|
|
( |
) |
|
|
( |
) |
|
Non-current portion of finance lease and other debt |
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
In June 2019, the Company refinanced its senior unsecured credit facility (the “Facility”), increasing borrowing capacity from $
The Facility agreement contains financial and other covenants, including, but not limited to customary restrictions on the incurrence of debt by our subsidiaries and the granting of liens, as well as the maintenance of an interest coverage ratio and a leverage ratio.
10
In 2017, the Company issued $
In January 2020 we used $
In 2015, the Company issued $
Note 6 — Derivative Financial Instruments
Interest Rate Swap and Interest Lock Agreements
In January 2020 we terminated €
The Company had treasury lock agreements to protect against unfavorable movements in the benchmark treasury rate related to the issuance of our
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 September 2022, which we account for as cash flow hedges. The aggregate notional amount of these contracts was $
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 re-measurement 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
11
foreign exchange impact recognized from these hedges offsets the translation exposure of these transactions. The carrying amount of the contracts for derivatives not designated as hedging instruments was less than $
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 and six months ended June 30, 2020 and June 30, 2019 was as follows:
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Unrealized losses at beginning of period, net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Losses reclassified to net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in fair value |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Unrealized losses at end of period, net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Unrealized losses of $
Commodity Swap Agreements
On occasion we enter into commodity swap agreements to hedge against price fluctuations of raw materials, including propylene (the principal component of acrylonitrile). As of June 30, 2020, we had commodity swap agreements with a notional value of $
Note 7 — Income Taxes
The tax provision, a benefit of $
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. |
|
|
• |
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 have
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 $
12
2019. In addition, the fair value of these derivative contracts, which are subject to a master netting arrangement under certain circumstances, is presented on a gross basis in the condensed consolidated balance sheets.
Below is a summary of valuation techniques for all Level 2 financial assets and liabilities:
|
• |
Interest rate swaps — valued using LIBOR yield curves at the reporting date. The fair value of the liabilities were $ |
|
• |
Foreign exchange derivative assets and liabilities — valued using quoted forward prices at the reporting date. Fair value of assets and liabilities at June 30, 2020 was $ |
|
• |
Commodity raw materials — valued using quoted forward prices at the reporting date. Fair value of liabilities at June 30, 2020 and December 31, 2019 was $ |
Counterparties to the above contracts are highly rated financial institutions,
Liabilities classified as Level 3 — At June 30, 2020 we have a liability for $
Note 9 — Revenue
Our revenue is primarily derived from the sale of inventory under long-term agreements with our customers. We have determined that individual purchase orders (“PO”), whose terms and conditions taken with a master agreement, create the ASC 606 contracts which are generally short-term in nature. For those sales, which are not tied to a long-term agreement, we generate a PO that is subject to our standard terms and conditions. In instances where our customers acquire our goods related to government contracts, the contracts are typically subject to terms similar, or equal to, the Federal Acquisition Regulation Part 52.249-2. This regulation contains a termination for convenience clause (“T for C”), which requires that the customer pay for the cost of both the finished and unfinished goods at the time of cancellation plus a reasonable profit.
We recognize revenue over time for those agreements that have T for C, and where the products being produced have no alternative use.
We disaggregate our revenue based on market for analytical purposes.
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Consolidated Net Sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial Aerospace |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Space & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
13
Revenue recognized over time gives rise to contract assets, which represent revenue recognized but unbilled. Contract assets are included in our condensed consolidated balance sheets as a component of current assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
Composite Material |
|
|
Engineered Products |
|
|
Total |
|
|||
|
Balance at December 31, 2019 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net revenue billed |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Balance at March 31, 2020 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net revenue billed |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance at June 30, 2020 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Accounts receivable, net includes amounts billed to customers where the right to payment is unconditional.
14
Note 10 — 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 operating segments for the quarters and six months ended June 30, 2020 and 2019 were as follows:
|
|
|
(Unaudited) |
|
|||||||||||||
|
|
|
Composite |
|
|
Engineered |
|
|
Corporate & |
|
|
|
|
|
|||
|
(In millions) |
|
Materials |
|
|
Products |
|
|
Other (a) |
|
|
Total |
|
||||
|
Second Quarter 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers |
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
(15.8 |
) |
|
|
— |
|
|
Total sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
378.7 |
|
|
Other operating expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Accrual basis additions to capital expenditures |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers |
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Intersegment sales |
|
|
|
|
|
|
— |
|
|
|
(21.5 |
) |
|
|
— |
|
|
Total sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
609.0 |
|
|
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual basis additions to capital expenditures |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers |
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
(41.1 |
) |
|
|
— |
|
|
Total sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
919.7 |
|
|
Other operating expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual basis additions to capital expenditures |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers |
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
(40.8 |
) |
|
|
— |
|
|
Total sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
1,218.9 |
|
|
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual basis additions to capital expenditures |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
(a) |
We do not allocate corporate expenses to the operating segments. |
15
|
Goodwill and Intangible Assets |
|
Composite |
|
|
Engineered |
|
|
|
|
|
||
|
(In millions) |
|
Materials |
|
|
Products |
|
|
Total |
|
|||
|
Balance at December 31, 2019 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Amortization expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Currency translation adjustments |
|
|
( |
) |
|
— |
|
|
|
( |
) |
|
|
Balance at June 30, 2020 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
At June 30, 2020, the balance of goodwill and intangible assets was $
Note 11 — Accumulated Other Comprehensive Loss
Comprehensive income represents net income and other gains and losses affecting stockholders’ equity that are not reflected in the condensed consolidated statements of operations.
|
(In millions) |
|
Unrecognized Net Defined Benefit and Postretirement Plan Costs |
|
|
Change in Fair Value of Derivatives Products (1) |
|
|
Foreign Currency Translation |
|
|
Total |
|
||||
|
Balance at December 31, 2019 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Amounts reclassified from accumulated other comprehensive loss |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at June 30, 2020 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
(1) |
|
The amounts of net gains reclassified to earnings from the unrecognized net defined benefit and postretirement plan costs component of accumulated other comprehensive loss for the quarter and six months ended June 30, 2020, were $
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. While it is impossible to predict the ultimate resolution of litigation, investigations and claims asserted against us, we believe, based upon our examination of currently available information, our experience to date, and advice from legal counsel, that, after taking into account our existing insurance coverage and amounts already provided for, the currently pending legal proceedings against us will not have a material adverse impact on our consolidated results of operations, financial position or cash flows.
16
Environmental Matters
We have been named as a potentially responsible party (“PRP”) with respect to the below 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 the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) 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, and the number of other financially viable PRPs, that our liability in connection with such environmental matters will not be material.
Lower Passaic River Study Area
Hexcel together with approximately
In March 2016, the EPA issued a Record of Decision (“ROD”) setting forth the EPA’s selected remedy for the lower miles of the Lower Passaic River at an expected cost ranging from $
In October 2016, pursuant to a settlement agreement with the EPA, Occidental Chemical Corporation (“OCC”), one of the PRPs, commenced performance of the remedial design required by the ROD, reserving its right of cost contribution from all other PRPs. In June 2018, OCC filed suit against approximately
The accrual was approximately $
Omega Chemical Corporation Superfund Site, Whittier, California
We are a PRP at a former chemical waste site in Whittier, California. The PRPs at Omega have established The Omega Chemical Site PRP Organized Group, (the “OPOG”), and are currently investigating and remediating soil and groundwater at the site pursuant to a Consent Decree with the EPA. The OPOG has attributed to Hexcel either
Summary of Environmental Reserves
Our estimate of liability as a PRP and our remaining costs associated with our responsibility to remediate the Lower Passaic River and other sites are accrued in the condensed consolidated balance sheets. As of June 30, 2020 and December 31, 2019, our aggregate environmental related accruals were $
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.
17
Product Warranty
We provide standard assurance-type warranties for our products, which cannot be purchased separately and do not meet the criteria to be considered a performance obligation. Warranty expense for the six months ended June 30, 2020, and accrued warranty cost, included in “other accrued liabilities” in the condensed consolidated balance sheets at June 30, 2020 and December 31, 2019, were as follows:
|
|
|
Product |
|
|
|
(In millions) |
|
Warranties |
|
|
|
Balance as of December 31, 2019 |
|
$ |
|
|
|
Warranty expense |
|
|
|
|
|
Deductions and other |
|
|
( |
) |
|
Balance as of March 31, 2020 |
|
$ |
|
|
|
Warranty expense |
|
|
— |
|
|
Deductions and other |
|
|
( |
) |
|
Balance as of June 30, 2020 |
|
$ |
|
|
Note 13 — Other Operating Expense
In the second quarter of 2020, we took several cost reduction measures including eliminating approximately
18
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
We develop, manufacture, and market lightweight, high-performance structural materials, including carbon fibers, specialty reinforcements, prepregs and other fiber-reinforced matrix materials, honeycomb, adhesives, radio frequency / electromagnetic interference (“RF/EMI”) and microwave absorbing materials, engineered honeycomb and composite structures, for use in Commercial Aerospace, Space & Defense and Industrial markets. 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 other industrial applications.
We serve international markets through manufacturing facilities, sales offices and representatives located in the Americas, Asia Pacific, Europe, Russia, India and Africa. We are also a partner in a joint venture in Malaysia, which manufactures composite structures for Commercial Aerospace applications.
We have 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, honeycomb core product lines and pultruded profiles. The Engineered Products segment is comprised of lightweight high strength composite structures, RF/EMI and microwave absorbing materials, engineered core and specialty machined honeycomb products with added functionality.
On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak a pandemic. The outbreak has resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.
Our company is a sole provider for many programs, including critical defense programs. Consistent with national guidelines and with state and local orders to date, we currently continue to operate across our footprint with some temporary site closures. Notwithstanding our continued operations, COVID-19 has begun to have and may have further negative impacts on our operations, supply chain, transportation networks and customers all of which have and may continue to compress our margins, even after the preventative and precautionary measures that we, other businesses and governments are taking. The COVID-19 outbreak is a widespread public health crisis that is adversely affecting the economies and financial markets globally. The resulting economic downturn has, and could for an extended period of time, adversely affect demand for our products and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products, services and raw materials. The progression of the pandemic could also continue to negatively impact our business or results of operations through the temporary closure of our operating locations or those of our customers or suppliers.
During the second quarter of 2020, our operations, margins and results were adversely impacted by lower demand for our products due to substantial reductions in original equipment manufacturer build rates combined with a move to reduce inventory throughout our supply chain, particularly carbon fiber. Since the outbreak began, we have seen the impacts of COVID-19 on our markets and operations including significant decreases in air traffic, temporary shutdowns of our customers’ and suppliers’ facilities and decreased demand from our customers. In response, we have taken certain mitigating actions to align our costs with the lower sales and to preserve liquidity including eliminating approximately 30% of our labor costs, curtailing discretionary spend, and suspending dividend payments and stock repurchases. The extent to which COVID-19 will adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the effectiveness of actions globally to contain or mitigate its effects. While we expect the pandemic to continue to negatively impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact to us cannot be reasonably estimated at this time.
On January 12, 2020, we announced that we had entered into an agreement and plan of merger (the “Merger Agreement”) with Woodward, Inc. (“Woodward”), which provided for the combination of Hexcel and Woodward in an all stock merger of equals (the “Merger”). In response to the impact of the COVID-19 pandemic, on April 5, 2020, Hexcel and Woodward entered into an agreement to terminate the Merger Agreement.
Net sales for the quarter were $378.7 million, 37.8% lower (38.2% in constant currency) than the $609.0 million reported for the second quarter of 2019. Declines in demand in the Commercial Aerospace and Industrial markets drove the decrease in sales for the quarter.
19
Commercial Aerospace sales of $203.9 million decreased 51.0% (51.5% in constant currency) for the quarter as compared to the second quarter of 2019. There were significantly lower sales across all major programs as build rates across Commercial Aerospace have decreased significantly and rapidly in response to the COVID-19 pandemic. Lower sales for the Airbus A350 had the largest quarterly revenue impact compared to the second quarter of 2019. Further, initial inventory reductions in the supply chain during the second quarter of 2020 accentuated the impact of the sales decrease.
Sales to other commercial aerospace, which includes regional and business aircraft customers, were down 25.0% for the second quarter of 2020 as compared to 2019.
Space & Defense sales of $108.4 million decreased 3.0% (3.6% in constant currency) for the quarter as compared to the second quarter of 2019. The decrease was due to lower demand from a number of international space and defense programs as aggregate U.S. space and defense sales were up nominally in the second quarter of 2020 compared to the second quarter of 2019.
Total Industrial sales of $66.4 million for the second quarter of 2020 were down 17.7% (16.6% in constant currency) as compared to the 2019 period. Wind energy sales (the largest submarket in Industrial), experienced a decline of 14.6% compared to the second quarter of 2019 as customer demand softened.
Gross margin for the second quarter of 2020 decreased to 14.5% as compared to 27.7% for the second quarter of 2019. The dramatic reduction in demand combined with the unfavorable mix impact of lower carbon fiber sales drove the decline in margin performance in 2020.
Selling, general and administrative and research and technology expenses for the second quarter of 2020 were 34% lower than the prior year, as cost reduction actions began to take effect, including headcount reductions and minimizing discretionary spending.
Other operating expense of $13.1 million, for the second quarter of 2020, was primarily related to severance costs resulting from workforce reductions.
Operating cash flow for the first six months of 2020 was $73.6 million compared to $157.2 million in 2019 on lower earnings partially offset by lower working capital usage. Working capital used $52.0 million in 2020 as compared to $82.7 million in 2019. For the first six months of 2020, capital expenditures were $40.4 million as compared to $99.3 million in the first six months of 2019. Free cash flow (defined as cash provided by operating activities less capital expenditures) for the six months ended June 30, 2020 was a use of $33.2 million versus $57.9 million in the comparable period of 2019.
Financial Overview
Results of Operations
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
(In millions, except per share data) |
|
2020 |
|
|
2019 |
|
|
% Change |
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
||||||
|
Net sales |
|
$ |
378.7 |
|
|
$ |
609.0 |
|
|
|
(37.8 |
)% |
|
$ |
919.7 |
|
|
$ |
1,218.9 |
|
|
|
(24.5 |
)% |
|
Net sales change in constant currency |
|
|
|
|
|
|
|
|
|
|
(38.2 |
)% |
|
|
|
|
|
|
|
|
|
|
(24.6 |
)% |
|
Operating income |
|
$ |
6.4 |
|
|
$ |
115.1 |
|
|
|
(94.4 |
)% |
|
$ |
72.1 |
|
|
$ |
217.9 |
|
|
|
(66.9 |
)% |
|
As a percentage of net sales |
|
|
1.7 |
% |
|
|
18.9 |
% |
|
|
|
|
|
|
7.8 |
% |
|
|
17.9 |
% |
|
|
|
|
|
Net income (loss) |
|
|
(1.0 |
) |
|
80.9 |
|
|
N/M |
|
|
|
41.4 |
|
|
153.1 |
|
|
|
(73.0 |
)% |
|||
|
Diluted net income (loss) per common share |
|
$ |
(0.01 |
) |
|
$ |
0.94 |
|
|
N/M |
|
|
$ |
0.49 |
|
|
$ |
1.78 |
|
|
|
(72.5 |
)% |
|
The Company uses non-GAAP financial measures, including sales and expenses measured in constant dollars (prior year sales and expenses measured at current year exchange rates); operating income, net income and earnings per share adjusted for items included in operating expense and non-operating expenses; the effective tax rate adjusted for certain out of period items; and free cash flow. Management believes these non-GAAP measurements are meaningful to investors because they provide a view of Hexcel with respect to ongoing operating results and comparisons to prior periods. These adjustments represent significant charges or credits that we believe are important to an understanding of Hexcel’s overall operating results in the periods presented. Such non-GAAP measurements are not determined in accordance with generally accepted accounting principles and should not be viewed in isolation or as an alternative to or substitutes for GAAP measures of performance. Our calculation of these measures may not be comparable to similarly titled measures used by other companies, and the measures exclude financial information that some may consider important in evaluating our performance. Reconciliations to adjusted operating income, adjusted net income, adjusted effective tax rate, adjusted diluted net income per share and free cash flow are provided below.
20
|
|
|
Operating Income |
|
|||||||||||||||
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||||
|
GAAP operating income |
|
|
$ |
6.4 |
|
|
|
$ |
115.1 |
|
|
$ |
72.1 |
|
|
$ |
217.9 |
|
|
Other operating expense (a) |
|
|
|
13.1 |
|
|
|
|
— |
|
|
|
27.8 |
|
|
|
— |
|
|
Adjusted operating income (non-GAAP) |
|
|
$ |
19.5 |
|
|
|
$ |
115.1 |
|
|
$ |
99.9 |
|
|
$ |
217.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) The quarter and six months ended June 30, 2020 includes restructuring expenses as well as costs related to the terminated merger with Woodward. |
|
|||||||||||||||||
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||||||||||||||||||||
|
(In millions, except per diluted share data) |
|
Net Income (loss) |
|
|
Tax Rate % |
|
|
Net Income |
|
|
Tax Rate % |
Net Income |
|
|
Tax Rate % |
Net Income |
|
|
Tax Rate % |
|
||||||||||||||
|
GAAP |
|
|
$ |
(1.0 |
) |
|
|
N/M |
|
|
$ |
80.9 |
|
|
|
22.9 |
|
|
$ |
41.4 |
|
|
|
16.5 |
|
|
$ |
153.1 |
|
|
|
22.8 |
|
|
|
Other operating expense (a) |
|
|
|
10.1 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Discrete tax benefit (b) |
|
|
|
(2.7 |
) |
|
|
N/M |
|
|
|
— |
|
|
|
— |
|
|
|
(2.7 |
) |
|
|
5.4 |
|
|
|
— |
|
|
|
— |
|
|
|
Adjusted (non-GAAP) |
|
|
$ |
6.4 |
|
|
|
N/M |
|
|
$ |
80.9 |
|
|
|
22.9 |
|
|
$ |
60.2 |
|
|
|
21.9 |
|
|
$ |
153.1 |
|
|
|
22.8 |
|
|
|
Adjusted diluted net income per share (non-GAAP) |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
$ |
0.94 |
|
|
|
|
|
|
$ |
0.72 |
|
|
|
|
|
|
$ |
1.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) The quarter and six months ended June 30, 2020 includes restructuring expenses as well as costs related to the terminated merger with Woodward. |
|
|||||||||||||||||||||||||||||||||
|
(b) The quarter and six months ended June 30, 2020 includes a tax benefit primarily due to the release of reserves of unrecognized tax benefits as a result of tax audit settlements. |
|
|||||||||||||||||||||||||||||||||
|
|
|
Six Months Ended June 30, |
|
|||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
||
|
Net cash provided by operating activities |
|
$ |
73.6 |
|
|
$ |
157.2 |
|
|
Less: Capital expenditures |
|
|
(40.4 |
) |
|
|
(99.3 |
) |
|
Free cash flow (non-GAAP) |
|
$ |
33.2 |
|
|
$ |
57.9 |
|
Net Sales
The following table summarizes net sales to third-party customers by segment and end market for the quarters and six months ended June 30, 2020 and 2019:
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
% Change |
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
||||||
|
Consolidated Net Sales |
|
$ |
378.7 |
|
|
$ |
609.0 |
|
|
|
(37.8 |
)% |
|
$ |
919.7 |
|
|
$ |
1,218.9 |
|
|
|
(24.5 |
)% |
|
Commercial Aerospace |
|
|
203.9 |
|
|
|
416.5 |
|
|
|
(51.0 |
)% |
|
|
566.8 |
|
|
|
832.0 |
|
|
|
(31.9 |
)% |
|
Space & Defense |
|
|
108.4 |
|
|
|
111.8 |
|
|
|
(3.0 |
)% |
|
|
220.0 |
|
|
|
219.6 |
|
|
|
0.2 |
% |
|
Industrial |
|
66.4 |
|
|
|
80.7 |
|
|
|
(17.7 |
)% |
|
132.9 |
|
|
167.3 |
|
|
|
(20.6 |
)% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Composite Materials |
|
$ |
306.2 |
|
|
$ |
484.0 |
|
|
|
(36.7 |
)% |
|
$ |
744.7 |
|
|
$ |
971.7 |
|
|
|
(23.4 |
)% |
|
Commercial Aerospace |
|
|
171.8 |
|
|
|
323.7 |
|
|
|
(46.9 |
)% |
|
|
472.0 |
|
|
|
647.1 |
|
|
|
(27.1 |
)% |
|
Space & Defense |
|
|
69.4 |
|
|
|
79.6 |
|
|
|
(12.8 |
)% |
|
|
142.6 |
|
|
|
157.3 |
|
|
|
(9.3 |
)% |
|
Industrial |
|
|
65.0 |
|
|
|
80.7 |
|
|
|
(19.5 |
)% |
|
|
130.1 |
|
|
167.3 |
|
|
|
(22.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineered Products |
|
$ |
72.5 |
|
|
$ |
125.0 |
|
|
|
(42.0 |
)% |
|
$ |
175.0 |
|
|
$ |
247.2 |
|
|
|
(29.2 |
)% |
|
Commercial Aerospace |
|
32.1 |
|
|
92.8 |
|
|
|
(65.4 |
)% |
|
94.8 |
|
|
184.9 |
|
|
|
(48.7 |
)% |
||||
|
Space & Defense |
|
|
39.0 |
|
|
|
32.2 |
|
|
|
21.1 |
% |
|
|
77.4 |
|
|
|
62.3 |
|
|
|
24.2 |
% |
|
Industrial |
|
|
1.4 |
|
|
|
— |
|
|
N/M |
|
|
|
2.8 |
|
|
|
— |
|
|
N/M |
|
||
21
Sales by Segment
Composite Materials: Net sales of $306.2 million in the second quarter of 2020 decreased $177.8 million from the $484.0 million in sales for the prior year quarter, driven by declines across all markets. Net sales of $744.7 million for the first half of 2020 decreased 23.4% compared to the same period last year. In Commercial Aerospace there were significantly lower sales across all major programs as build rates across Commercial Aerospace have decreased significantly and rapidly in response to the COVID-19 pandemic. Further, initial inventory reductions in the supply chain during the second quarter of 2020 accentuated the impact of the sales decrease. The decline in Space & Defense sales primarily related to lower military helicopter and aircraft structure sales partially offset by higher space sales. The decline in Wind energy sales primarily related to softened customer demand.
Engineered Products: Net sales of $72.5 million in the second quarter of 2020 decreased $52.5 million from the $125.0 million for 2019. Net sales of $175.0 million for the first half of 2020 decreased 29.2% compared to the same period last year. The declines primarily reflect lower sales for the Boeing 737 MAX as well as lower build rates across Commercial Aerospace in response to the COVID-19 pandemic. The increase in Space & Defense sales reflects the growth in U.S. military helicopter programs.
Sales by Market
Commercial Aerospace sales of $203.9 million decreased 51.0% (51.5% in constant currency) for the quarter as compared to the second quarter of 2019. There were significantly lower sales across all major programs as build rates across Commercial Aerospace have decreased significantly and rapidly in response to the COVID-19 pandemic. Lower sales for the Airbus A350 had the largest quarterly revenue impact compared to the second quarter of 2019. Further, initial inventory reductions in the supply chain during the second quarter of 2020 accentuated the impact of the sales decrease. Sales of $566.8 million, for the first six months of 2020, decreased 31.9% in constant currency compared to the first six months of 2019 due to significant production cuts across the major aircraft programs during the second quarter of 2020 and only minimal sales for the Boeing 737 MAX program.
Sales to other commercial aerospace, which includes regional and business aircraft customers, were down 25.0% for the second quarter of 2020 as compared to 2019, and declined 10.6% year to date.
Space & Defense sales of $108.4 million decreased 3.0% (3.6% in constant currency) for the quarter as compared to the second quarter of 2019. The decrease was due to lower demand from a number of international space and defense programs as aggregate U.S. space and defense sales were up nominally in the second quarter of 2020 compared to the second quarter of 2019. Space & Defense sales of $220.0 million, for the first six months of 2020, were in line with the first six months of 2019.
Total Industrial sales of $66.4 million for the second quarter of 2020 were down 17.7% (16.6% in constant currency) as compared to the 2019 period and decreased 20.6% for the first six months as compared to last year. Wind energy sales (the largest submarket in Industrial), experienced a decline of 14.6% compared to the second quarter of 2019 and 18.9% for the first six months of 2020 as compared to the same period in 2019 due to production disruptions caused by the pandemic and lower customer demand.
Gross Margin
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
% Change |
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
||||||
|
Gross margin |
|
$ |
54.9 |
|
|
$ |
168.8 |
|
|
|
(67.5 |
)% |
|
$ |
195.8 |
|
|
$ |
336.0 |
|
|
|
(41.7 |
)% |
|
Percentage of sales |
|
|
14.5 |
% |
|
|
27.7 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
27.6 |
% |
|
|
|
|
Gross margin for the second quarter of 2020 declined to 14.5% compared to 27.7% in the second quarter of 2019 and was 21.3% and 27.6% for the first half of 2020 and 2019. The dramatic reduction in demand combined with the unfavorable mix impact of lower carbon fiber sales drove the decline in margin performance in 2020.
22
Operating Expenses
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
% Change |
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
||||||
|
SG&A expense |
|
$ |
24.1 |
|
|
$ |
39.5 |
|
|
|
(39.0 |
)% |
|
$ |
70.6 |
|
|
$ |
89.0 |
|
|
|
(20.7 |
)% |
|
Percentage of sales |
|
|
6.4 |
% |
|
|
6.5 |
% |
|
|
|
|
|
|
7.7 |
% |
|
|
7.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R&T expense |
|
$ |
11.3 |
|
|
$ |
14.2 |
|
|
|
(20.4 |
)% |
|
$ |
25.3 |
|
|
$ |
29.1 |
|
|
|
(13.1 |
)% |
|
Percentage of sales |
|
|
3.0 |
% |
|
|
2.3 |
% |
|
|
|
|
|
|
2.8 |
% |
|
|
2.4 |
% |
|
|
|
|
Selling, general and administrative and research and technology expenses were lower, for both the quarter and six month periods ended June 30, 2020, than the prior year’s comparable periods, as cost reduction actions began to take effect, including headcount reductions and minimizing discretionary spending.
Operating Income
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
% Change |
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
||||||
|
Consolidated operating income |
|
$ |
6.4 |
|
|
$ |
115.1 |
|
|
|
(94.4 |
)% |
|
$ |
72.1 |
|
|
$ |
217.9 |
|
|
|
(66.9 |
)% |
|
Operating margin |
|
|
1.7 |
% |
|
|
18.9 |
% |
|
|
|
|
|
|
7.8 |
% |
|
|
17.9 |
% |
|
|
|
|
|
Composite Materials |
|
|
20.1 |
|
|
|
111.8 |
|
|
|
(82.0 |
)% |
|
|
111.6 |
|
|
224.3 |
|
|
|
(50.2 |
)% |
|
|
Operating margin |
|
|
6.3 |
% |
|
|
22.1 |
% |
|
|
|
|
|
|
14.2 |
% |
|
|
22.2 |
% |
|
|
|
|
|
Engineered Products |
|
|
(0.5 |
) |
|
16.3 |
|
|
|
(103.1 |
)% |
|
|
6.0 |
|
|
31.1 |
|
|
|
(80.7 |
)% |
||
|
Operating margin |
|
|
(0.7 |
)% |
|
|
13.0 |
% |
|
|
|
|
|
|
3.4 |
% |
|
|
12.6 |
% |
|
|
|
|
|
Corporate & Other |
|
|
(13.2 |
) |
|
|
(13.0 |
) |
|
|
1.5 |
% |
|
|
(45.5 |
) |
|
|
(37.5 |
) |
|
|
21.3 |
% |
Operating income for the second quarters of 2020 and 2019 declined to $6.4 million and $115.1 million, respectively. Operating income for the first half of 2020 and 2019 was $72.1 million and $217.9 million, respectively. The second quarter and first six month periods ended June 30, 2020 included $13.1 million and $27.8 million, respectively, of other operating expense primarily related to restructuring charges and costs related to the Merger. In 2020, operating margins were negatively impacted by the dramatic reduction in demand for our products and the margin mix impact of lower carbon fiber sales.
Interest Expense, Net
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
% Change |
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
||||||
|
Interest expense, net |
|
$ |
10.7 |
|
|
$ |
11.9 |
|
|
|
(10.1 |
)% |
|
$ |
22.7 |
|
|
$ |
23.9 |
|
|
|
(5.0 |
)% |
Interest expense for the second quarter and six months ended June 30, 2020 was lower due to lower effective interest rates, when compared to the same periods last year.
Provision for Income Taxes
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
(In millions) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Income tax (benefit) expense |
|
$ |
(3.6 |
) |
|
$ |
23.6 |
|
|
$ |
8.2 |
|
|
$ |
44.2 |
|
|
Effective tax rate |
|
N/M |
|
|
|
22.9 |
% |
|
|
16.5 |
% |
|
|
22.8 |
% |
|
The tax provision for the current quarter included a $2.7 million benefit primarily for the release of reserves of unrecognized tax benefits as a result of tax audit settlements. The effective rate was 16.5% for the first half of 2020 compared to 22.8% for the first half of 2019. Excluding the $2.7 million benefit, the adjusted year-to-date tax rate would have been 21.9%. Our underlying estimated effective income tax rate is expected to remain at 23% for the year.
Financial Condition
Liquidity: As of June 30, 2020, our total debt, net of cash, was $1,008.0 million, as compared to $995.7 million at December 31, 2019. At June 30, 2020, total borrowings under our $1 billion Senior Unsecured Revolving Credit Facility (the “Facility”) were $568 million, which includes $125 million remaining from an exceptional drawdown as a purely prudent response to the pandemic. The
23
Facility agreement permits us to issue letters of credit up to an aggregate amount of $50.0 million. Any outstanding letters of credit reduce the amount available for borrowing under the Facility. As of June 30, 2020, we had not issued any letters of credit under the Facility, resulting in undrawn availability under the Facility of $432 million.
The Facility agreement contains financial and other covenants, including, but not limited customary restrictions on the incurrence of debt by our subsidiaries and the granting of liens, as well as the maintenance of an interest coverage ratio and a leverage ratio. As defined in the Facility agreement, we are required to maintain a minimum interest coverage ratio of 3.50 (based on the ratio of EBITDA to interest expense) and may not exceed a maximum leverage ratio of 3.75 (based on the ratio of total debt to EBITDA) with a step up to 4.25 allowed following certain acquisitions. In addition, the Facility agreement contains other customary terms and conditions such as representations and warranties, additional covenants and events of default.
We expect to meet our short-term liquidity requirements (including capital expenditures) through net cash from operating activities, cash on hand and the Facility. As of June 30, 2020, long-term liquidity requirements consist primarily of obligations under our long-term debt obligations. We do not have any significant required debt repayments until June 2024 when the Facility expires.
Operating Activities: Net cash provided by operating activities was $73.6 million for the first six months of 2020 compared to $157.2 million in the 2019 period on lower earnings partially offset by lower working capital usage. Working capital used $52.0 million in 2020 as compared to $82.7 million in 2019.
Investing Activities: Net cash used for investing activities was $40.4 million and $262.5 million in the first half of 2020 and 2019, respectively. The 2019 period included $163.2 million for the ARC Technologies, Inc. (“ARC”) acquisition. Capital expenditures were $40.4 million and $99.3 million in 2020 and 2019, respectively.
Financing Activities: Financing activities provided $160.9 million of cash in the first half of 2020 and provided $128.2 million in the same period in 2019. Borrowings under our Facility were higher in 2020 as it included the remaining $125 million that we chose to draw down as we focused on preserving cash during this unsettled period. The 2019 period included amounts borrowed from our Facility to fund the ARC acquisition. In January 2020, the Company used $49.9 million to repay and terminate its Euro term loan. We also returned $38.8 million to stockholders from stock repurchases and dividends in the first half of 2020 compared to $36.7 million in 2019.
In response to the COVID-19 pandemic we announced that we have suspended our dividend payments and stock repurchases.
Financial Obligations and Commitments: The next significant scheduled debt maturity will not occur until 2024, when the Facility matures. Certain sales and administrative offices, data processing equipment and manufacturing facilities are leased under operating leases.
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, 2019.
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 resulting from such matters based upon 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. We believe we have adequately accrued for these potential liabilities; however, facts and circumstances may change, such as new developments, or a change in approach, including a change in settlement strategy or in an environmental remediation plan, that could cause the actual liability to exceed the estimates, or may require adjustments to the recorded liability balances in the future.
24
Our estimate of liability as a potentially responsible party and our remaining costs associated with our responsibility to remediate the Lower Passaic River in New Jersey and other sites are accrued in the condensed consolidated balance sheets. As of June 30, 2020, our aggregate environmental related accruals were $2.6 million, of which $0.7 million was included in accrued liabilities, with the remainder included in non-current liabilities. As related to certain environmental matters, 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 at the high end of the range of possible outcomes, for those sites where we are able to estimate our liability, our accrual would have been approximately $16 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, the amount of insurance coverage and other actions by governmental agencies or private parties, or the impact, if any, of being named in a new matter.
Forward-Looking Statements
This report contains 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,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” “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.
Such forward-looking statements include, but are not limited to: (a) the estimates and expectations based on aircraft production rates provided by Airbus, Boeing and others; (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 the startup or ramp-up of new aircraft programs or the final Hexcel composite material content once the design and material selection have been completed; (d) expectations with regard to the build rate and return to service of the Boeing 737 MAX and the related impact on our revenues; (e) expectations of composite content on new commercial aircraft programs and our share of those requirements; (f) expectations regarding revenues for space and defense applications, including whether certain programs might be curtailed or discontinued; (g) expectations regarding sales for wind energy, recreation, automotive and other industrial applications; (h) expectations regarding working capital trends and expenditures and inventory levels; (i) expectations as to the level of capital expenditures and when we will complete the construction of capacity expansions and qualification of new products; (j) expectations regarding our ability to maintain and improve margins in view of the current economic environment; (k) expectations regarding the outcome of legal matters or the impact of changes in laws or regulations; (l) our projections regarding our tax rate; (m) the anticipated impact of the COVID-19 pandemic on worldwide air travel and aircraft programs, as well as on our customers and suppliers and, in turn, on our operations and financial results; and (n) the anticipated impact of the above factors and various market risks on our expectations of financial results for 2020 and beyond.
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: the impact of the COVID-19 pandemic, including continued disruption in global financial markets, ongoing restrictions on movement and travel, employee absenteeism and reduced consumer demand for air travel, on the operations, business and financial condition of Hexcel and its customers and suppliers, reductions in sales to any significant customers, particularly Airbus, Boeing or Vestas, including reduction in revenue related to a prolonged suspension of production of the Boeing 737 MAX, as well as due to the impact of COVID-19 pandemic; inability to effectively adjust production and inventory levels to align with reduced demand; inability to effectively motivate and retain necessary workforce; changes in sales mix; changes in current pricing and cost levels; changes in aerospace delivery rates; changes in government defense procurement budgets; changes in military aerospace program technology; timely new product development or introduction; industry capacity; increased competition; availability and cost of raw materials; supply chain disruptions; inability to install, staff and qualify necessary capacity or achievement of planned manufacturing improvements; cybersecurity breaches or intrusions; currency exchange rate fluctuations; changes in global political, social and economic conditions, including, but not limited to, the effect of change in global trade policies and the exit of the U.K. from the European Union; work stoppages or other labor disruptions; and unexpected outcome of legal matters or impact of changes in laws or regulations.
Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. As a result, the foregoing factors should not be construed as exhaustive and should be read together with other cautionary statements included in this and other reports we file with the SEC. For additional information regarding certain factors that may cause our actual results to differ from those expected or anticipated see the information under the caption “Risk Factors” which is located in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as well as in Item 1A. “Risk Factors” of this Form 10-Q. We do not undertake an obligation to update our forward-looking statements or risk factors to reflect future events or circumstances, except as otherwise required by law.
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Except for the broad effects of COVID-19 as a result of its negative impact on the global economy and major financial markets, there have been no material changes in market risk from the information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
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 June 30, 2020, and with the participation of the Company's management 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, as amended, 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 three months ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The information required by Item 1 is contained within Note 12 on pages 16 through 18 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, 2019, which could materially affect our business, financial condition or future results. There have been no material changes in the Company’s risk factors from the aforementioned 10-K, except as set forth in the below risk factor and that, due to the termination of the Merger Agreement, the risk factors set forth in the Form 10-K under “Risks Relating to the Proposed Merger with Woodward” are no longer applicable.
Our business has been and will continue to be adversely affected by the COVID-19 pandemic. The extent to which the COVID-19 pandemic will adversely impact our business, financial condition and results of operations is highly uncertain and cannot be predicted.
In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic. The COVID-19 pandemic has created significant uncertainty and economic disruption. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the extent of the adverse impact of the COVID-19 pandemic on our business, and there is no guarantee our efforts to address the adverse impacts of COVID-19 will be effective.
We have experienced operational interruptions as a result of COVID-19, including the temporary suspension of operations due to the inability to staff facilities or government imposed restrictions, which has had an adverse effect on the productivity and profitability of such manufacturing facilities, and in turn an adverse effect on our business and operations. While most of our manufacturing sites are currently in operation, we have reduced or furloughed certain operations in response to government measures, employee welfare concerns and the impact of COVID-19 on the global demand and supply chain. Our manufacturing operations may be further adversely affected by impacts from COVID-19 including, among other things, additional government actions and other responsive measures, further decreases in demand and/or deeper supply chain disruptions, and health and availability of essential onsite personnel. To comply with local regulations and ensure workplace safety, enhanced cleaning and sanitation procedures and protocols for the use of personal protective equipment have been instituted, as well as work cell zoning to ensure social distancing, for those sites that remain operational.
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In addition, several countries, including the United States, have taken steps to restrict air travel, and many companies have adopted policies prohibiting non-essential business travel by their employees. Even in the absence of formal restrictions and prohibitions, contagious illness and fear of contagion adversely affects travel behavior. Approximately 68% of our net sales for fiscal year ended December 31, 2019 were derived from sales to Commercial Aerospace customers, which included 87% from Airbus and Boeing aircraft, and 13% from regional and business aircraft. Current travel restrictions, as well as changes in the propensity for the general public to travel by air as a result of the COVID-19 pandemic, has caused reductions in demand for commercial aircraft, which has had an adverse impact our net sales and operating results and may continue to do so for an extended period of time. While we are unable to predict the magnitude and duration of such impact at this time, the loss of, or significant reduction in, purchases by Airbus or Boeing will materially impair our business, operating results, prospects and financial condition.
Furthermore, the COVID-19 pandemic has resulted in market volatility which has caused a precipitous decline in our stock price subjecting us to increased takeover risk, impaired our ability to declare dividends or other distributions and conduct share buybacks, and may impact our ability to comply with the covenants contained in the agreements that govern our indebtedness and raise additional funds when and as needed. We may also incur additional costs to remedy damages caused by business disruptions, performance delays or interruptions, payment defaults or bankruptcy of our third-party customers and suppliers, which could adversely affect our financial condition and results of operations.
To the extent the COVID-19 pandemic or any worsening of the global business and economic environment as a result thereof adversely affects our business and financial results, it may also have the effect of heightening or exacerbating many of the other risks described in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2019, such as those relating to the cyclical nature of the markets in which we operate, our ability to maintain manufacturing efficiency, disruption of our operations at our manufacturing facilities or in our supply chain, cybersecurity threats and risks generally associated with international business operations.
Due to the evolving and highly uncertain nature of this event, we cannot predict at this time the full extent to which the COVID-19 pandemic will adversely impact our business, results and financial condition, which will depend on many factors that are not known at this time. These include, among others, the extent of harm to public health, the continued disruption to the manufacturing of and demand for our products, our ability to effectively manage inventory levels and adjust our production schedules to align with reduced demand, potential future restructuring, impairment and other charges, the impact of the global business and economic environment on liquidity and the availability of capital, the costs incurred to keep our employees safe while maintaining continued operations, and our ability to effectively motivate and retain the necessary workforce. We are staying in close communication with our manufacturing facilities, employees, customers, and suppliers, and acting to mitigate the impact of this dynamic and evolving situation through cost-savings and other measures, which may not be successful and are subject to the factors described above, many of which are uncertain or outside of our control.
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
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 |
|
|
||||
|
April 1 — April 30, 2020 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
217,162,739 |
|
|
|
May 1 — May 31, 2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
217,162,739 |
|
|
|
June 1 — June 30, 2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
217,162,739 |
|
|
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
217,162,739 |
|
(1) |
|
|
(1) |
On May 7, 2018, we announced that our Board authorized us to repurchase an additional $500 million of our outstanding common stock of which $217.2 million was still available at June 30, 2020. The Company has suspended share repurchases under this program as a result of current economic conditions related to the COVID-19 pandemic. |
ITEMS 3, 4 and 5 are not applicable, and therefore have been omitted.
28
ITEM 6. Exhibits
EXHIBIT INDEX
|
Exhibit No. |
|
Description |
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1 |
|
|
|
|
|
|
|
4.1 |
|
|
|
|
|
|
|
10.1 |
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document: The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema
|
|
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File: the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101. |
|
|
|
|
29
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 thereunto duly authorized.
|
|
|
Hexcel Corporation |
|
|
|
|
|
July 27, 2020 |
|
/s/ Kimberly Hendricks |
|
(Date) |
|
Kimberly Hendricks |
|
|
|
Senior Vice President, Corporate Controller and |
|
|
|
Chief Accounting Officer (on behalf of the registrant and as the registrant’s Principal Accounting Officer) |
30