HXL 10-Q
Hexcel Corp /De/ (HXL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
or
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
|
|
|
(State or Other Jurisdiction of Incorporation or Organization) |
|
(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:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
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.
|
Accelerated filer |
|
Non-accelerated filer |
|
Smaller reporting company |
|
|
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 in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
|
Outstanding at April 20, 2026 |
COMMON STOCK |
|
HEXCEL CORPORATION AND SUBSIDIARIES
INDEX
|
|
|
|
Page |
||
PART I. |
|
|
3 |
|||
|
|
|
|
|
||
ITEM 1. |
|
|
3 |
|||
|
|
|
|
|
||
|
|
• |
|
Condensed Consolidated Balance Sheets — March 31, 2026 and December 31, 2025 |
|
3 |
|
|
|
|
|
||
|
|
• |
|
Condensed Consolidated Statements of Operations — The quarters ended March 31, 2026 and 2025 |
|
4 |
|
|
|
|
|
||
|
|
• |
|
Condensed Consolidated Statements of Comprehensive Income — The quarters ended March 31, 2026 and 2025 |
|
4 |
|
|
|
|
|
||
|
|
• |
|
Condensed Consolidated Statements of Cash Flows — The quarters ended March 31, 2026 and 2025 |
|
5 |
|
|
|
|
|
||
|
|
• |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
• |
|
|
7 |
|
|
|
|
|
|
||
ITEM 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
16 |
||
|
|
|
|
|
||
ITEM 3. |
|
|
21 |
|||
|
|
|
|
|
||
ITEM 4. |
|
|
21 |
|||
|
|
|
|
|
||
PART II. |
|
|
22 |
|||
|
|
|
|
|
||
ITEM 1. |
|
|
22 |
|||
|
|
|
|
|
||
ITEM 1A. |
|
|
22 |
|||
|
|
|
|
|
||
ITEM 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds |
|
22 |
||
|
|
|
|
|
||
ITEM 6. |
|
|
23 |
|||
|
|
|
|
|
||
|
|
|
24 |
|||
2
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
Hexcel Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
|
|
(Unaudited) |
|
|||||
|
|
March 31, |
|
|
December 31, |
|
||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Inventories, net |
|
|
|
|
|
|
||
Contract assets |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
|
|
|
|
||
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Net property, plant and equipment |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Goodwill and other intangible assets, net |
|
|
|
|
|
|
||
Investments in affiliated companies |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued compensation and benefits |
|
|
|
|
|
|
||
Financial instruments |
|
|
|
|
|
|
||
Accrued liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Long-term debt |
|
|
|
|
|
|
||
Retirement obligations |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Other non-current liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
Stockholders' equity: |
|
|
|
|
|
|
||
Common stock, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Retained earnings |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Less – Treasury stock, at cost, |
|
|
( |
) |
|
|
( |
) |
Total stockholders' equity |
|
|
|
|
|
|
||
Total liabilities and stockholders' equity |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Hexcel Corporation and Subsidiaries |
|
|
|
|
|
|
||
Condensed Consolidated Statements of Operations |
|
|
|
|
|
|
||
|
|
|
|
|||||
|
|
(Unaudited) |
|
|||||
|
|
Quarters Ended March 31, |
|
|||||
(In millions, except per share data) |
|
2026 |
|
|
2025 |
|
||
Net sales |
|
$ |
|
|
$ |
|
||
Cost of sales |
|
|
|
|
|
|
||
Gross margin |
|
|
|
|
|
|
||
Selling, general and administrative expenses |
|
|
|
|
|
|
||
Research and development expenses |
|
|
|
|
|
|
||
Other operating expense |
|
|
|
|
|
|
||
Operating income |
|
|
|
|
|
|
||
Interest expense, net |
|
|
|
|
|
|
||
Other expense |
|
|
|
|
|
|
||
Income before income taxes |
|
|
|
|
|
|
||
Income tax expense |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Basic net income per common share |
|
$ |
|
|
$ |
|
||
Diluted net income per common share |
|
$ |
|
|
$ |
|
||
Weighted-average common shares: |
|
|
|
|
|
|
||
Basic |
|
|
|
|
|
|
||
Diluted |
|
|
|
|
|
|
||
Hexcel Corporation and Subsidiaries |
|
|
|
|
|
|
||
Condensed Consolidated Statements of Comprehensive Income |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
(Unaudited) |
|
|||||
|
|
Quarters Ended March 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Net income |
|
$ |
|
|
$ |
|
||
Currency translation adjustments |
|
|
( |
) |
|
|
|
|
Net unrealized pension and other benefit actuarial losses and prior service credits (net of tax) |
|
|
( |
) |
|
|
|
|
Net unrealized (loss) gain on financial instruments (net of tax) |
|
|
( |
) |
|
|
|
|
Total other comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
Comprehensive income |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Hexcel Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
|
|
(Unaudited) |
|
|||||
|
|
Three Months Ended March 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Reconciliation to net cash used for operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization related to financing |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Restructuring expenses, net of payments |
|
|
|
|
|
( |
) |
|
Debt Extinguishment costs |
|
|
|
|
|
|
||
Loss on divestiture of assets |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Increase in accounts receivable |
|
|
( |
) |
|
|
( |
) |
Increase in inventories |
|
|
( |
) |
|
|
( |
) |
Increase in prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Decrease (increase) in accounts payable/accrued liabilities |
|
|
|
|
|
( |
) |
|
Other – net |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used for) operating activities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Payments on divestiture of assets |
|
|
|
|
|
( |
) |
|
Net cash used for investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
|
||
Borrowing from senior unsecured credit facility - 2028 |
|
|
|
|
|
|
||
Repayment of senior unsecured credit facility- 2028 |
|
|
( |
) |
|
|
|
|
Borrowing from senior unsecured credit facility - 2031 |
|
|
|
|
|
|
||
Redemption of 4.7% senior notes due 2025 |
|
|
|
|
|
( |
) |
|
Proceeds from issuance of 5.875% senior notes due 2035 |
|
|
|
|
|
|
||
Issuance costs related to senior unsecured credit facilities |
|
|
( |
) |
|
|
|
|
Repurchases of common stock |
|
|
|
|
|
( |
) |
|
Repayment of finance lease obligation and other debt, net |
|
|
|
|
|
( |
) |
|
Dividends paid |
|
|
( |
) |
|
|
( |
) |
Activity under stock plans |
|
|
|
|
|
( |
) |
|
Net cash (used for) provided by financing activities |
|
|
( |
) |
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Supplemental data: |
|
|
|
|
|
|
||
Accrual basis additions to plant, property and equipment |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Hexcel Corporation and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
For the Quarters ended March 31, 2026, and March 31, 2025
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
||||||
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
|
|
Total |
|
||||||
|
|
|
|
|
Paid-In |
|
|
Retained |
|
|
Comprehensive |
|
|
Treasury |
|
|
Stockholders’ |
|
||||||
(In millions) |
|
Par |
|
|
Capital |
|
|
Earnings |
|
|
Loss |
|
|
Stock |
|
|
Equity |
|
||||||
Balance, December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
Net income |
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
||||||
Dividends on common stock ($ |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
|
( |
) |
||||
Repurchases of common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
||||
Change in other comprehensive (loss) income– net of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
||||||
Stock-based activity |
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
|
|||||
Balance, March 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
||||||
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
|
|
Total |
|
||||||
|
|
|
|
|
Paid-In |
|
|
Retained |
|
|
Comprehensive |
|
|
Treasury |
|
|
Stockholders’ |
|
||||||
(In millions) |
|
Par |
|
|
Capital |
|
|
Earnings |
|
|
Loss |
|
|
Stock |
|
|
Equity |
|
||||||
Balance, December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
Net income |
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
||||||
Dividends on common stock ($ |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
|
( |
) |
||||
Repurchases of common stock |
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
||||
Change in other comprehensive (loss) income– net of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
|
( |
) |
||||
Stock-based activity |
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
|
|||||
Balance, March 31, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
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, 2025 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 stockholders’ equity for the interim periods presented. The Condensed Consolidated Balance Sheet as of December 31, 2025 was derived from the audited 2025 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 2025 Annual Report on Form 10-K.
Commencing with the first quarter of 2026, we have renamed our Research and Technology ("R&T") function to Research and Development ("R&D").
Note 2 — Net Income Per Common Share
|
|
Quarters Ended March 31, |
|
|||||
(In millions, except per share data) |
|
2026 |
|
|
2025 |
|
||
Basic net income per common share: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Weighted average common shares outstanding |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Basic net income per common share |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Diluted net income per common share: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted average common shares outstanding — Basic |
|
|
|
|
|
|
||
Plus incremental shares from assumed conversions: |
|
|
|
|
|
|
||
Restricted stock units |
|
|
|
|
|
|
||
Stock options |
|
|
|
|
|
|
||
Weighted average common shares outstanding — Dilutive |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Diluted net income per common share |
|
$ |
|
|
$ |
|
||
Total common stock equivalents of
7
Note 3 — Inventories
|
|
|
|
|
|
|
||
(In millions) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total Inventory |
|
$ |
|
|
$ |
|
||
Note 4 — Retirement and Other Postretirement Benefit Plans
We maintain qualified defined benefit retirement plans covering certain current and former European employees, as well as nonqualified defined benefit retirement plans, and retirement savings plans covering certain eligible U.S. and European employees and participate in a union sponsored multi-employer pension plan covering certain U.S. employees with union affiliations. In addition, we provide certain postretirement health care and life insurance benefits to eligible U.S. retirees.
Defined Benefit Retirement Plans
We have nonqualified defined benefit retirement plans covering certain current and former employees that are funded as benefits are incurred. Expense related to the defined benefit retirement plans for the three months ended March 31, 2026 and 2025 was $
Postretirement Health Care and Life Insurance Benefit Plans
We provide certain postretirement health care and life insurance benefits to eligible retirees. Depending upon the plan, benefits are available to eligible employees who retire after meeting certain age and service requirements and were employed by Hexcel as of February 1996. Our funding policy for the postretirement health care and life insurance benefit plans is generally to pay covered expenses as they are incurred. Net periodic benefit costs of our postretirement health care and life insurance benefit plans for the three months ended March 31, 2026 and 2025 were immaterial.
Note 5 –– Debt
(In millions) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
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 |
|
$ |
|
|
$ |
|
||
On March 31, 2026, the Company entered into a new credit agreement (the “Credit Agreement”) to refinance its senior unsecured credit facility (the “Facility”). Under the terms of the Credit Agreement the borrowing capacity will remain at $
8
As of March 31, 2026, total borrowings under the Facility were $
During the first quarter of 2025, the Company issued $
In 2017, the Company issued $
Note 6 — Derivative Financial Instruments
The Company entered into 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 have entered into contracts to exchange U.S. dollars for Euros and British pound sterling through September 2028. 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 remeasurement of non-functional monetary assets and liabilities such as accounts receivable. The change in the fair value of the derivatives is recorded in the Statement of Operations. There are
The change in fair value of our foreign currency forward exchange contracts under hedge designations recorded net of tax within accumulated other comprehensive loss for the quarters ended March 31, 2026 and March 31, 2025 was as follows:
9
|
|
Quarters Ended March 31, |
|
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
||
Unrealized gains (losses) at beginning of period, net of tax |
|
$ |
|
|
$ |
( |
) |
|
|
Losses reclassified to net sales |
|
|
( |
) |
|
|
|
|
|
(Decrease) increase in fair value |
|
|
( |
) |
|
|
|
|
|
Unrealized gains at end of period, net of tax |
|
$ |
|
|
$ |
|
|
||
Unrealized gains of $
Commodity Swap Agreements
We use commodity swap agreements to hedge against price fluctuations of raw materials, including propylene (the principal component of acrylonitrile). As of March 31, 2026, we had commodity swap agreements with a notional value of $
The fair value of outstanding derivative financial instruments as of March 31, 2026 and December 31, 2025 were as follows:
|
|
Prepaid and Other Current Assets |
|
Other Assets |
|
Current Liabilities |
|
Non-Current Liabilities |
||||||||
(In millions) |
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
Derivative Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward exchange contracts |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
Commodity swaps |
|
|
|
|
|
|
|
|
||||||||
Total Derivative Products |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
Note 7 — 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:
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 our own and counterparty credit risk in our assessment of fair value.
We have no assets or liabilities that utilize Level 3 inputs.
For derivative assets and liabilities that utilize Level 2 inputs, we prepare estimates of future cash flows of our derivatives, which are discounted to a net present value. The estimated cash flows and the discount factors used in the valuation model are based on observable inputs and incorporate non-performance risk (the credit standing of the counterparty when the derivative is in a net asset position, and the credit standing of Hexcel when the derivative is in a net liability position). For further information on the fair value of our derivative financial instruments see Note 6, Derivative Financial Instruments. 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:
10
Counterparties to the above contracts are highly rated financial institutions,
Note 8 — Revenue
Our revenue is primarily derived from the sale of inventory under long-term contracts with our customers. We have determined that individual purchase orders (“PO”), the terms and conditions of which are taken with a master agreement, create the ASC 606 contracts, which are generally short-term in nature. For those sales that 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.
|
|
Quarters Ended March 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Consolidated Net Sales |
|
$ |
|
|
$ |
|
||
Commercial Aerospace |
|
|
|
|
|
|
||
Defense, Space & Other |
|
|
|
|
|
|
||
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, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net revenue billed |
|
|
|
|
|
|
|
|
|
|||
Balance at March 31, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Note 9 — Segment Information
The financial results for our operating segments are prepared using a management approach, which is consistent with the basis and manner in which we internally segregate financial information for the purpose of assisting in making internal operating decisions. We evaluate the performance of our operating segments based on operating income, and generally account for intersegment sales based on arm’s length prices. Corporate and certain other expenses are not allocated to the operating segments, except to the extent that the expense can be directly attributable to the business segment.
We have
11
Financial information for our operating segments for the three months ended March 31, 2026 and 2025 was as follows:
|
|
|
|
|||||||||||||
|
|
Composite |
|
|
Engineered |
|
|
Corporate & |
|
|
|
|
||||
(In millions) |
|
Materials |
|
|
Products |
|
|
Other (a) |
|
|
Total |
|
||||
Quarter Ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales to external customers |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Intersegment sales |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
||
Total sales |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Cost of sales |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Gross margin |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrual basis additions to capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Quarter Ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales to external customers |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Intersegment sales |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
||
Total sales |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Cost of sales |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Gross margin |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrual basis additions to capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill and Intangible Assets |
|
Composite |
|
|
Engineered |
|
|
|
|
|||
(In millions) |
|
Materials |
|
|
Products |
|
|
Total |
|
|||
Balance at December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Amortization expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency translation adjustments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at March 31, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
At March 31, 2026, the balance of goodwill and intangible assets was $
|
|
Composite |
|
Engineered |
|
Corporate & |
|
|
(In millions) |
|
Materials |
|
Products |
|
Other (a) |
|
Total |
Segment assets |
|
|
|
|
|
|
|
|
March 31, 2026 |
|
$ |
|
$ |
|
$ |
|
$ |
December 31, 2025 |
|
|
|
|
12
Note 10 — Accumulated Other Comprehensive Loss
Comprehensive loss represents net loss and other gains and losses affecting stockholders’ equity that are not reflected in the Condensed Consolidated Statements of Operations.
(In millions) |
|
Unrecognized |
|
|
Change in Fair |
|
|
Foreign |
|
|
Total |
|
||||
Balance at December 31, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive loss before reclassifications |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amounts reclassified from accumulated other comprehensive |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2026 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
The amounts of net (gains) losses reclassified to earnings from the unrecognized net defined benefit and postretirement plan costs and derivative products components of accumulated other comprehensive loss for the three months ended March 31, 2026 and 2025 were as follows:
|
|
Quarter Ended March 31, 2026 |
|
|
Quarter Ended March 31, 2025 |
|
||||||||||
(In millions) |
|
Pre-tax (gain) loss |
|
|
Net of tax (gain) loss |
|
|
Pre-tax (gain) loss |
|
|
Net of tax (gain) loss |
|
||||
Derivative Products |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Commodity swaps |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Derivative Products |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Note 11 — 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.
Environmental Matters
We have been named as a potentially responsible party (“PRP”) with respect to the below and other 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 the hazardous waste at issue, and the number of other financially viable PRPs at each site, that our liability in connection with such environmental matters will not be material.
Lower Passaic River Study Area
Hexcel, together with approximately
13
In March 2016, the EPA issued a Record of Decision (“ROD”) setting forth the EPA’s selected remedy for the lower
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 for the lower eight miles of the Lower Passaic River, reserving its right of cost contribution from all other PRPs. In June 2018, OCC filed suit against approximately 120 parties, including Hexcel, in the U.S. District Court of the District of New Jersey seeking cost recovery and contribution under CERCLA related to the Lower Passaic River. In July 2019, the court granted in part and denied in part the defendants’ motion to dismiss. In August 2020, the court granted defendants’ motion for summary judgment for certain claims. Discovery for the remaining claims has been stayed indefinitely based on agreement of the parties. On February 24, 2021, Hexcel and certain other defendants filed a third-party complaint against the Passaic Valley Sewerage Commission and certain New Jersey municipalities seeking recovery of Passaic-related cleanup costs incurred by defendants, as well as contribution for any cleanup costs incurred by OCC for which the court deems the defendants liable. In March 2023, the EPA issued a Unilateral Administrative Order (“UAO”) to OCC ordering OCC to commence remedial design work for the interim remedy for the cleanup of the upper nine miles of the Lower Passaic River. On March 24, 2023, OCC filed suit against Hexcel and approximately
On December 16, 2022, the EPA lodged a Consent Decree with the U.S. District Court for the District of New Jersey requesting court approval of a $
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 Consolidated Balance Sheets. As of both March 31, 2026 and December 31, 2025, our aggregate 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.
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 three months ended March 31, 2026, and accrued warranty cost, included in “accrued liabilities” in the Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025, were as follows:
|
|
Product |
|
|
(In millions) |
|
Warranties |
|
|
Balance as of December 31, 2025 |
|
$ |
|
|
Warranty expense |
|
|
|
|
Deductions and other |
|
|
( |
) |
Balance as of March 31, 2026 |
|
$ |
|
|
14
Note 12 — Restructuring
During the first quarter of 2026, we incurred restructuring expenses of $
|
|
|
|
Activity for the Quarter Ended March 31, 2026 |
|
|
|
|
|||||||||||||||
|
December 31, |
|
|
Restructuring |
|
|
|
|
|
Cash |
|
|
|
|
|
March 31, |
|
||||||
(In Millions) |
2025 |
|
|
Charge |
|
|
FX Impact |
|
|
Paid |
|
|
Non-Cash |
|
|
2026 |
|
||||||
Employee termination |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Impairment and other |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
Total |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Note 13 — Capital Stock
On February 19, 2024, the Board approved a $
On October 22, 2025, the Board approved an additional $
The final settlement under the ASR program with Bank of America occurred on February 27, 2026 and with Goldman Sachs & Co. LLC on March 3, 2026, at which time we received additional shares of approximately
As of March 31, 2026, the Company had approximately $
15
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
We are a global leader in advanced lightweight composites technology. We propel the future of flight and transportation through excellence in advanced material lightweighting solutions that create a better world for us all. Our broad and unrivaled product range includes carbon fiber, specialty reinforcements, prepregs and other fiber-reinforced matrix materials, honeycomb, resins, engineered core and composite structures for use in commercial aerospace, defense and space, and industrial applications.
We serve international markets through manufacturing facilities, sales offices and representatives located in the Americas, Europe, Asia Pacific, India, and Africa.
We are a manufacturer of products within a single industry: Advanced Composites. We have two reportable segments: Composite Materials and Engineered Products. The Composite Materials segment is comprised of our carbon fiber, specialty reinforcements, resin systems, prepregs and other fiber-reinforced matrix materials, and honeycomb core product lines and pultruded profiles. The Engineered Products segment is comprised of lightweight high strength composite structures, radio frequency/electromagnetic interference (“RF/EMI”) and microwave absorbing materials, engineered core and specialty machined honeycomb products with added functionality.
Recent growth in global air travel and an increase in aircraft build rates has favorably impacted both the Commercial Aerospace market and our business. While our recent performance has benefitted from the positive drivers of air travel demand, we have, in the last several years, been impacted by delays in aircraft production rates, related to, among other factors, global logistics, supply chain destocking and other supply chain constraints. Hexcel has also been negatively impacted by macroeconomic and geopolitical conditions, including inflationary pressures, tariffs, and global conflicts. While these challenges have had and may continue to have further negative impacts on our operations and financial results, we see indicators for a long-term positive outlook in commercial aircraft production and strong demand in the defense and space market as global defense budgets continue to increase as a result of an uncertain geopolitical environment and the development of new platforms. Following the conflict escalation in the Middle East, we are actively monitoring the markets and taking actions to mitigate the near-term impact to our cost base. Currently, we have limited direct exposure, but a prolonged conflict is likely to precipitate cost and logistic pressures as well as inventory challenges.
Financial Overview
Results of Operations
|
|
Quarters Ended March 31, |
||||
(In millions, except per share data) |
|
2026 |
|
2025 |
|
% Change |
Net sales |
|
$501.5 |
|
$456.5 |
|
9.9 % |
Operating income |
|
$57.6 |
|
$44.2 |
|
30.3 % |
As a percentage of net sales |
|
11.5% |
|
9.7% |
|
|
Net income |
|
$37.2 |
|
$28.9 |
|
28.7 % |
Diluted net income per common share |
|
$0.49 |
|
$0.35 |
|
40.0 % |
16
Net Sales
The following table summarizes net sales to third-party customers by segment and end market for the quarters ended March 31, 2026 and 2025:
|
|
Quarters Ended March 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Consolidated Net Sales |
|
$ |
501.5 |
|
|
$ |
456.5 |
|
|
|
9.9 |
% |
Commercial Aerospace |
|
|
332.7 |
|
|
|
280.1 |
|
|
|
18.8 |
% |
Defense, Space & Other |
|
|
168.8 |
|
|
|
176.4 |
|
|
|
(4.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|||
Composite Materials |
|
$ |
398.8 |
|
|
$ |
365.3 |
|
|
|
9.2 |
% |
Commercial Aerospace |
|
|
281.2 |
|
|
|
241.8 |
|
|
|
16.3 |
% |
Defense, Space & Other |
|
|
117.6 |
|
|
|
123.5 |
|
|
|
(4.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|||
Engineered Products |
|
$ |
102.7 |
|
|
$ |
91.2 |
|
|
|
12.6 |
% |
Commercial Aerospace |
|
|
51.5 |
|
|
|
38.3 |
|
|
|
34.5 |
% |
Defense, Space & Other |
|
|
51.2 |
|
|
|
52.9 |
|
|
|
(3.2 |
)% |
Sales by Segment
Composite Materials: Net sales of 398.8million in the first quarter of 2026 increased by $33.5 million or 9.2% from the prior year quarter. Commercial Aerospace sales increased $39.4 million or 16.3% in the first quarter of 2026 and Defense, Space & Other sales decreased $5.9 million or 4.8% as compared to the prior year quarter due in part to the September 30, 2025 divestment of the Austrian-based industrial business which impacted the Other category.
Engineered Products: For the first quarter of 2026, net sales of $102.7 million increased $11.5 million or 12.6% as compared to the prior year quarter led by higher Commercial Aerospace sales of $13.2 million.
Sales by Market
Commercial Aerospace sales of $332.7 million increased 18.8% for the first quarter of 2026 compared to the first quarter of 2025 driven by major programs including the Airbus A350 and A320 and Boeing's 787 and 737 Max. Other Commercial Aerospace sales increased 15.6% for the first quarter of 2026 compared to the first quarter of 2025 due to higher sales for both regional and business jets.
Defense, Space & Other sales of $168.8 million decreased 4.3% for the quarter ended March 31, 2026 as compared to the first quarter of 2025 primarily due to the September 30, 2025 divestment of the Austrian-based industrial business. Within Defense and Space, first quarter 2026 sales increased 2.0% from the prior year period driven by European fighter aircraft as well as U.S. and European military helicopters.
Gross Margin
|
|
Quarters Ended March 31, |
|
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|
|||
Gross margin |
|
$ |
134.7 |
|
|
$ |
102.4 |
|
|
|
31.5 |
% |
|
Percentage of sales |
|
|
26.9 |
% |
|
|
22.4 |
% |
|
|
|
|
|
Gross margin for the first quarters of 2026 and 2025 was 26.9% and 22.4%, respectively. Higher gross margin for the quarter ended March 31, 2026 reflects the impact of favorable sales leverage and mix.
17
Operating Expenses
|
|
Quarters Ended March 31, |
|
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|
|||
SG&A expense |
|
$ |
49.4 |
|
|
$ |
43.3 |
|
|
|
14.1 |
% |
|
Percentage of sales |
|
|
9.9 |
% |
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
R&D expense |
|
$ |
17.8 |
|
|
$ |
13.8 |
|
|
|
29.0 |
% |
|
Percentage of sales |
|
|
3.5 |
% |
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other operating expense |
|
$ |
9.9 |
|
|
$ |
1.1 |
|
|
|
800.0 |
% |
|
Percentage of sales |
|
|
2.0 |
% |
|
|
0.2 |
% |
|
|
|
|
|
Selling, general and administrative expenses were higher for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to higher employee-related costs and professional fees. Research and development expenses for the quarter ended March 31, 2026 increased when compared to the prior year period primarily due to higher employee-related expenses and higher material and supplies costs. Other operating expense for the three months ended March 31, 2026 included restructuring expenses related to the expected shutdown of industrial manufacturing at the Leicester, UK facility and fees for a legal matter.
Operating Income
|
|
Quarters Ended March 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Consolidated operating income |
|
$ |
57.6 |
|
|
$ |
44.2 |
|
|
|
30.3 |
% |
Operating margin |
|
|
11.5 |
% |
|
|
9.7 |
% |
|
|
|
|
Composite Materials |
|
|
69.7 |
|
|
|
54.6 |
|
|
|
27.7 |
% |
Operating margin |
|
|
16.3 |
% |
|
|
14.2 |
% |
|
|
|
|
Engineered Products |
|
|
15.2 |
|
|
|
5.2 |
|
|
|
192.3 |
% |
Operating margin |
|
|
14.6 |
% |
|
|
5.7 |
% |
|
|
|
|
Corporate & Other |
|
|
(27.3 |
) |
|
|
(15.5 |
) |
|
|
(76.1 |
)% |
Operating income for the first quarter of 2026 and 2025 was $57.6 million and $44.2 million, respectively. The increase in operating income for the first quarter of 2026 compared to the same period last year was driven by the higher sales and gross margin.
Interest Expense, Net
|
|
Quarters Ended March 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Interest expense, net |
|
$ |
11.8 |
|
|
$ |
7.8 |
|
|
|
51.3 |
% |
Net interest expense for the first quarter ended March 31, 2026 was higher compared to the first quarter of 2025 due to higher average borrowings under the Facility.
Provision for Income Taxes
|
|
Quarters Ended March 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Income tax expense |
|
$ |
8.3 |
|
|
$ |
7.1 |
|
Effective tax rate |
|
|
18.3 |
% |
|
|
19.6 |
% |
The tax expense for the quarter ended March 31, 2026 was $8.3 million compared to $7.1 million for the quarter ended March 31, 2025.
Financial Condition
Liquidity: Cash on hand at March 31, 2026 was $54.1 million as compared to $71.0 million at December 31, 2025. As of March 31, 2026, total debt was $998.1 million as compared to $993.0 million at December 31, 2025.
On March 31, 2026, the Company entered into a new credit agreement (the “Credit Agreement”) to refinance its senior unsecured credit facility (the “Facility”). Under the terms of the Credit Agreement the borrowing capacity will remain at $750 million. The
18
Facility matures March 31, 2031. The prior Facility that was scheduled to mature in 2028 was terminated in March 2026. For further discussion, see Note 5. Debt, to the accompanying condensed consolidated financial statements.
Under the Facility, total borrowings at March 31, 2026 were $300.0 million, which approximates fair value. The Credit Agreement permits us to issue letters of credit up to an aggregate amount of $50.0 million. As of March 31, 2026, there were no issued letters of credit under the Facility, resulting in undrawn availability under the Facility of $450.0 million. The weighted average interest rate for the Facility was 5.0% for the three months ended March 31, 2026.
Short-term liquidity requirements consist primarily of normal recurring operating expenses and working capital needs, capital expenditures, dividend payments, debt obligations and debt service requirements. We expect to meet our short-term liquidity requirements through net cash from operating activities, cash on hand and the Facility. We do not have any significant required debt repayments until February 2027 when our 3.95% Senior Unsecured Notes are due. For further information regarding debt, including our Facility, see Note 5, Debt, to the accompanying condensed consolidated financial statements of this Form 10-Q.
The remaining authorization under the Share Repurchase Program at March 31, 2026 was $380.6 million. On April 22, 2026, our Board of Directors declared a quarterly dividend of $0.18 per share payable to stockholders of record as of May 4, 2026, with a payment date of May 11, 2026.
Operating Activities: Net cash provided by operating activities for the first three months of 2026 was $19.0 million compared to a net cash use of $28.5 million for the same period last year. Working capital was a cash use of $63.1 million for the first three months of 2026 compared to a use of $97.7 million in the same period in 2025. The lower working capital use in the current year was primarily driven by lower cash payments for payables and accruals compared to the same period in the prior year.
Investing Activities: Net cash used for investing activities was $25.2 million and $27.2 million in the first three months of 2025 and 2025, respectively. Payments on the divestiture of the Hartford, Connecticut business were $1.1 million in the first three months of 2025.
Financing Activities: Net cash used for financing activities was $10.3 million for first three months of 2025 compared to net cash provided of $18.2 million in the same period in 2025. Borrowings under the Facilities during the first quarter of 2026 were $315.0 million compared to $90.0 million in borrowings for the same period in 2025. Repayments under the Facilities was $310 million during the first quarter of 2026. Quarterly dividend payments to shareholders were $13.7 million during the first quarter of 2026 compared to $13.8 million in the first quarter of 2025. Share repurchases for the quarter ended March 31, 2025 totaled $50.4 million. During the three months ended March 31, 2026, issuance costs related to our new Facility were $1.9 million and financing fees paid during the first three months of 2025, related to the issuance of the 5.875% Senior Unsecured Notes due in 2035, were $3.9 million.
Financial Obligations and Commitments: The next significant scheduled debt maturity will not occur until 2027, when the 3.95% Senior Unsecured Notes mature. Certain sales and administrative offices, data processing equipment, vehicles and manufacturing equipment, and 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, 2025.
Non-GAAP Financial Measures
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
19
included in operating expense and non-operating expenses; and free cash flow. Management believes these non-GAAP measures are meaningful to investors because they provide a view of Hexcel with respect to ongoing operating results and comparisons to prior periods. These adjustments can 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 measures 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 diluted net income per share and free cash flow are provided below.
|
|
Operating Income |
|
||||||
|
Quarters Ended March 31, |
|
|||||||
(In millions) |
2026 |
|
|
2025 |
|
||||
GAAP operating income |
|
$ |
57.6 |
|
|
|
$ |
44.2 |
|
Other operating expense (a) |
|
|
9.9 |
|
|
|
|
1.1 |
|
Adjusted operating income (Non-GAAP) |
|
$ |
67.5 |
|
|
|
$ |
45.3 |
|
|
|
Quarters Ended March 31, |
|
||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|||||||||||||
(In millions, except per diluted share data) |
|
Net Income |
|
|
Diluted Net Income Per Share |
|
|
Net Income |
|
Diluted Net Income Per Share |
|
||||||||
GAAP net income |
|
|
$ |
37.2 |
|
|
|
$ |
0.49 |
|
|
$ |
28.9 |
|
|
|
$ |
0.35 |
|
Other operating expense, net of tax (a) |
|
|
|
8.1 |
|
|
|
|
0.10 |
|
|
|
0.9 |
|
|
|
|
0.01 |
|
Other expense, net of tax (b) |
|
|
|
0.2 |
|
|
|
|
— |
|
|
|
0.3 |
|
|
|
|
0.01 |
|
Adjusted net income (Non-GAAP) |
|
|
$ |
45.5 |
|
|
|
$ |
0.59 |
|
|
$ |
30.1 |
|
|
|
$ |
0.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Quarter Ended March 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Net cash used for operating activities |
|
$ |
19.0 |
|
|
$ |
(28.5 |
) |
Less: Capital expenditures |
|
|
(25.2 |
) |
|
|
(26.1 |
) |
Free cash flow (Non-GAAP) |
|
$ |
(6.2 |
) |
|
$ |
(54.6 |
) |
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,” “seek,” “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 and the revenues we may generate from an aircraft model or program; (b) expectations with regard to the impact of regulatory activity related to the Boeing 737 MAX on our revenues; (c) expectations with regard to raw material cost and availability, including any impact associated with quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of materials or the Middle East conflict; (d) expectations of composite content on new commercial aircraft programs and our share of those requirements; (e) expectations regarding revenues from defense and space applications, including whether certain programs might be curtailed or discontinued, and government funding opportunities; (f) expectations regarding sales for industrial applications; (g) expectations regarding cash generation, working capital trends, and inventory levels; (h) expectations as to
20
the level of research and development investment, capital expenditures, capacity, including the timing of completion of capacity expansions, and qualification of new products; (i) expectations regarding our ability to improve or maintain margins; (j) expectations regarding our ability to attract, motivate, and retain the workforce necessary to execute our business strategy; (k) projections regarding our tax rate or restructuring or alignment activities; (l) expectations with regard to the continued impact of macroeconomic factors or geopolitical issues or conflicts, including the Middle East conflict; (m) expectations regarding our strategic initiatives, including our sustainability goals and restructuring activities; (n) expectations with regard to the effectiveness of cybersecurity measures; (o) expectations regarding the outcome of legal matters or the impact of changes in laws or regulations; (p) expectations relating to our accelerated share repurchase program and dividends; and (q) our expectations of financial results for 2026 and beyond.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control, that may cause actual results to be materially different. Such factors include, but are not limited to, the following: the extent of the impact of macroeconomic factors or geopolitical issues or conflicts, including U.S. trade policy and retaliatory actions taken in response and the Middle East conflict; reductions in sales to any significant customers, particularly Airbus or Boeing, including related to regulatory activity or public scrutiny impacting the Boeing 737 MAX; our ability to effectively adjust production and inventory levels to align with customer demand; our ability to effectively motivate, retain and hire the necessary workforce; the availability and cost of raw materials, including the impact of supply disruptions, inflation, tariffs and the Middle East conflict; our ability to successfully implement or realize our strategic initiatives, including our sustainability goals and any restructuring or alignment activities in which we may engage; changes in sales mix; changes in current pricing due to cost levels; changes in aerospace build or delivery rates; any impact from a prolonged shutdown of the U.S. federal government; changes in government defense procurement or investment budgets; timely new product development or introduction; our ability to install, staff and qualify necessary capacity or complete capacity expansions to meet customer demand; our ability to execute future share repurchases or dividends and the source of funds used for such repurchases or dividends; cybersecurity-related risks, including the potential impact of breaches or intrusions; currency exchange rate fluctuations; uncertainty related to governmental actions and changes in political, social and economic conditions, including the effect of change in global trade policies, tariff rates, economic sanctions and embargoes; work stoppages or other labor disruptions; our ability to successfully complete any strategic acquisitions, investments or dispositions; compliance with environmental, health, safety and other related laws and regulations, including those related to climate change; the effects of natural disasters or other severe weather events, which may be worsened by the impact of climate change, and other severe catastrophic events, including any public health crisis; and the 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, 2025. We caution you not to place undue reliance upon these forward-looking statements, which speak only as of the date they are made. We do not undertake any obligation to update our forward-looking statements or risk factors to reflect future events or circumstances, except as otherwise required by law.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in our market risk from the information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Interim Chief Financial Officer have evaluated our disclosure controls and procedures as of March 31, 2026, and with the participation of the Company's management have concluded that these disclosure controls and procedures were 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 Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
21
Changes in Internal Control over Financial Reporting
Our Chief Executive Officer and Interim Chief Financial Officer have concluded that there have not been any changes in our internal control over financial reporting during the three months ended March 31, 2026 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 11 on pages 13 through 14 of this Form 10-Q and is incorporated herein by reference.
ITEM 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, 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 Form 10-K.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 22, 2025, the Board approved an additional $600 million share repurchase plan (the "2025 Share Repurchase Plan"), and, as part of the 2025 Share Repurchase Plan, the Company entered into accelerated share repurchase agreements (the "ASR") to purchase an aggregate of $350 million of the Company's common stock. On October 24, 2025, the Company paid Bank of America, N.A. (“Bank of America”) and Goldman Sachs & Co. LLC (together with Bank of America, the “Counterparties”) an aggregate amount of $350 million and received an initial delivery of approximately 3.95 million shares of the Company's common stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $70.95 per share, which was the closing price of our common stock on October 24, 2025.
Final settlement under the ASR program with Bank of America occurred on February 27, 2026, and with Goldman Sachs & Co. LLC on March 3, 2026, at which time we received additional shares of approximately 0.57 million. In total, we received 4.52 million shares under the ASR agreement. The total shares received were calculated based on a price per share of $77.38 per share which was based on the average of the daily volume-weighted average prices of the Company’s common stock during the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.
As of March 31, 2026, the Company had approximately $380.6 million available for additional repurchases under the 2025 Share Repurchase Plan.
Period |
|
(a) |
|
(b) |
|
(c) |
|
(d) |
February 1 — February 28, 2026 |
|
291,252 |
|
— |
|
291,252 |
|
$380.6 |
March 1 — March 31, 2026 |
|
285,532 |
|
— |
|
285,532 |
|
$380.6 |
Total |
|
576,784 |
|
|
|
576,784 |
|
$380.6 |
ITEMS 3, 4 and 5 are
22
ITEM 6. Exhibits
EXHIBIT INDEX
Exhibit No. |
|
Description |
10.1 |
|
|
10.2 |
|
|
31.1 |
|
Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 |
|
|
32 |
|
|
101
|
|
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements.
|
104 |
|
Cover Page Interactive Data File: the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101. |
23
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 |
|
|
|
April 22, 2026 |
|
/s/ Amy S. Evans |
(Date) |
|
Amy S. Evans |
|
|
Senior Vice President, |
|
|
Chief Accounting Officer |
24
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Thomas C. Gentile III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hexcel Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
April 22, 2026 |
|
/s/ Thomas C. Gentile III |
(Date) |
|
Thomas C. Gentile III |
|
|
Chairman of the Board of Directors, |
|
|
Chief Executive Officer and President |
Exhibit 31.2
CERTIFICATION OF INTERIM CHIEF FINANCIAL OFFICER
I, Michael C. Lenz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hexcel Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
April 22, 2026 |
|
/s/ Michael C. Lenz |
(Date) |
|
Michael C. Lenz |
|
|
Executive Vice President and |
|
|
Interim Chief Financial Officer |
Exhibit 32
CERTIFICATIONS OF
CHIEF EXECUTIVE OFFICER
AND INTERIM CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hexcel Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas C. Gentile, Chairman of the Board of Directors, Chief Executive Officer and President of the Company, and Michael C. Lenz, Executive Vice President and Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
April 22, 2026 |
|
/s/ Thomas C. Gentile III |
(Date) |
|
Thomas C. Gentile III |
|
|
Chairman of the Board of Directors, |
|
|
Chief Executive Officer and President |
April 22, 2026 |
|
/s/ Michael C. Lenz |
(Date) |
|
Michael C. Lenz |
|
|
Executive Vice President and |
|
|
Interim Chief Financial Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Hexcel Corporation and will be retained by Hexcel Corporation and furnished to the Securities and Exchange Commission or its staff upon request.