Hexcel 10-K 2008
Documents found in this filing:
Washington, D. C. 20549
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (203) 969-0666
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
The aggregate market value of the registrants common stock held by non-affiliates was $1,982,310,985 based on the reported last sale price of common stock on June 30, 2007, which is the last business day of the registrants most recently completed second fiscal quarter.
The number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.
Documents Incorporated by Reference:
Proxy Statement for Annual Meeting of Stockholders (to the extent specified herein) Part III.
ITEM 1. Business.
General Development of Business
Hexcel Corporation, founded in 1946, was incorporated in California in 1948, and reincorporated in Delaware in 1983. Hexcel Corporation and its subsidiaries (herein referred to as Hexcel, we, us, or our), is a leading advanced composites company. We develop, manufacture, and market lightweight, high-performance composites, including carbon fibers, reinforcements, prepregs, honeycomb, matrix systems, adhesives and composite structures, for use in the commercial aerospace, space and defense and industrial applications. Our products are used in a wide variety of end applications, such as commercial and military aircraft, space launch vehicles and satellites, wind turbine blades, automotive, bikes, skis and a wide variety of other recreational equipment.
We serve international markets through manufacturing facilities and sales offices located in the United States and Europe, and through sales representation offices located in Asia, Australia and South America. We are also an investor in two joint ventures, one located in China and one in Malaysia, which manufacture composite structures for commercial aerospace.
Narrative Description of Business and Segments
We are a manufacturer of products within a single industry: Advanced Composites. In 2007, Hexcel successfully concluded the sale of a significant portion of our previously reported Reinforcements segment. In order to take full advantage of the many growing applications for advanced composite materials, we decided to narrow our focus and consolidate our activities around our carbon fiber, reinforcements for composites, honeycomb, matrix and engineered products product lines. In 2007, we completed the combination of our Reinforcements activities related to advanced composites with our previously reported Composites and Structures segments as a single organization. We successfully concluded the reorganization during 2007, with the divesture of our European Architectural business and the U.S. electronics, ballistics and general industrial (EBGI) product lines. These businesses are therefore being reported as discontinued operations within this annual report on Form 10-K. Unless otherwise indicated, all information within this annual report on Form 10-K reflects the continuing operations of Hexcel.
Hexcel now reports two segments, Composite Materials and Engineered Products, from the three segments reported in 2006, Composites, Structures and Reinforcements. The Composite Materials segment is now comprised of the same product lines as previously included under prior Composites segment, with the exception of specially machined honeycomb, which are now included under the Engineered Products segment, and the addition of the product lines previously reported under the Reinforcements segment that were not included in the sale of EBGI. The Engineered Products segment is comprised of the product lines previously included under the prior Structures segment, with the addition of the specially machined honeycomb product line. All prior financial statement periods have been revised to reflect the new segment structure.
The following summaries describe the ongoing activities related to the Composite Materials and Engineered Products segments as of December 31, 2007.
The Composite Materials segment manufactures and markets carbon fibers, fabrics and specialty reinforcements, prepregs, structural adhesives, honeycomb, composite panels, molding compounds, polyurethane systems, gel coats and laminates that are incorporated into many applications, including military and commercial aircraft, wind turbine blades and recreational products.
The following table identifies the principal products and examples of the primary end-uses from the Composite Materials segment:
Carbon Fibers: HexTowTM carbon fibers are manufactured for sale to third-party customers as well as for our own use in manufacturing certain reinforcements and composite materials. Carbon fibers are woven into carbon fabrics, used as reinforcement in conjunction with a resin matrix to produce pre-impregnated composite materials (referred to as prepregs) and used in filament winding and advanced fiber placement to produce finished composite components. Key product applications include structural components for commercial and military aircraft, space launch vehicles, wind blade components, and certain other applications such as recreational and industrial equipment.
Industrial Fabrics and Specialty Reinforcements: Industrial fabrics and specialty reinforcements are made from a variety of fibers, including carbon, aramid and other high strength polymers, several types of fiberglass, quartz, ceramic and other specialty fibers. These reinforcements are used in the production of prepregs and other matrix materials used in primary and secondary structural aerospace applications such as wing components, horizontal and vertical stabilizer components, fairings, radomes and engine nacelles as well as overhead storage bins and other interior components. Our reinforcements are also used in the manufacture of a variety of industrial and recreational products such as wind energy blades, automotive components, boats, surfboards, skis and other sporting goods equipment and certain civil engineering and construction applications.
Prepregs: HexPly® prepregs are manufactured for sale to third-party customers and for internal use by our Engineered Products segment in manufacturing composite laminates and monolithic structures, including finished components for aircraft structures and interiors. Prepregs are manufactured by combining high-performance reinforcement fabrics or unidirectional fibers with a resin matrix to form a composite material with exceptional structural properties not present in either of the constituent materials. Reinforcement fabrics used in the manufacture of prepregs include glass, carbon, aramid, quartz, ceramic and other specialty reinforcements. Resin matrices include bismaleimide, cyanate ester, epoxy, phenolic, polyester, polyimide and other specialty resins.
Other Fiber-Reinforced Matrix Materials: New fiber reinforced matrix developments include HexMC®, a new form of quasi-isotropic carbon fiber prepreg that enables small to medium sized composite components to be mass produced. HexTOOL is a specialized form of HexMC for use in the cost-effective construction of high temperature composite tooling. HexFIT® film infusion material is a product that combines resin films and dry fiber reinforcements to save lay-up time in production and enables the manufacture of large contoured composite structures, such as wind turbine blades.
Resins: Polymer matrix materials are sold in bulk and film form for use in direct process manufacturing of composite parts. Resins can be combined with fiber reinforcements in manufacturing processes such resin transfer molding (RTM), resin film infusion (RFI) or vacuum assisted resin transfer molding (VARTM) to produce high quality composite components for both aerospace and industrial applications.
Structural Adhesives: We manufacture and market a comprehensive range of Reduxâ film and paste adhesives. These structural adhesives, which bond metal to metal and composites and honeycomb structures, are used in the aerospace industry and for many industrial applications.
Honeycomb: HexWeb® honeycomb is a lightweight, cellular structure generally composed of nested hexagonal cells. The product is similar in appearance to a cross-sectional slice of a beehive. It can also be manufactured in asymmetric cell configurations for more specialized applications. Honeycomb is primarily used as a lightweight core material and acts as a highly efficient energy absorber. When sandwiched between composite or metallic facing skins, honeycomb significantly increases the stiffness of the structure, while adding very little weight.
We produce honeycomb from a number of metallic and non-metallic materials. Most metallic honeycomb is made from aluminum and is available in a selection of alloys, cell sizes and dimensions. Non-metallic materials used in the manufacture of honeycomb include fiberglass, carbon fiber, thermoplastics, non-flammable aramid papers, aramid fiber and other specialty materials.
We sell honeycomb as standard blocks and in slices cut from a block. Honeycomb is also supplied as sandwich panels, with facing skins bonded to either side of the core material. Aerospace is the largest market for honeycomb products. We also sell honeycomb for non-aerospace applications including automotive parts, high-speed trains and mass transit vehicles, energy absorption products, marine vessel compartments, portable shelters, and other industrial uses. In addition, we produce honeycomb for our Engineered Products segment for use in manufacturing finished parts for airframe Original Equipment Manufacturers (OEMs).
The following table identifies the key customers and the major manufacturing facilities of the Composite Materials segment:
Net sales for the Composite Materials segment to third-party customers were $941.9 million in 2007, $858.2 million in 2006, and $791.5 million in 2005, which represented approximately 80%, 82%, and 83% of our net sales, respectively. Net sales for composite materials are highly dependent upon the number of large commercial aircraft produced as further discussed under the captions Significant Customers, Markets and Managements Discussion and Analysis of Financial Condition and Results of Operations. In addition, about 3% of our total production of composite materials in 2007 was used internally by the Engineered Products segment.
The Engineered Products segment manufactures and markets composite structures and precision machined honeycomb parts for use in the aerospace industry. Composite structures are manufactured from a variety of composite and other materials, including prepregs, honeycomb, structural adhesives and advanced molding materials, using such manufacturing processes as autoclave processing, multi-axis numerically controlled machining, heat forming, compression molding and other composite manufacturing techniques. Composite structures and machined honeycomb include such items as aerodynamic fairings, wing panels, rotor blades, and other specific aircraft components.
The following table identifies the principal products and examples of the primary end-uses from the Engineered Products segment:
Net sales for the Engineered Products segment to third-party customers were $229.2 million in 2007, $191.3 million in 2006, and $166.1 million in 2005, which represented approximately 20%, 18%, and 17% of our net sales, respectively.
The Engineered Products business unit has equity investments in two Asian joint ventures. They consist of BHA Aero Composite Parts Co., Ltd. (BHA Aero) and Asian Composites Manufacturing Sdn. Bhd. (ACM). Under the terms of the joint venture agreements, Hexcel and Boeing have transferred the manufacture of certain semi-finished composite components to these joint ventures. Hexcel purchases the semi-finished composite components from the joint ventures, inspects and performs additional skilled assembly work before delivering them to Boeing. The joint ventures also manufacture composite components for other tier 1 aircraft component manufacturers. These Asian joint ventures had combined revenues of $63.0 million and $53.0 million in 2007 and 2006, respectively. For additional information on the Joint Venture investment see Note 6, Investments in Affiliated Companies.
The following table identifies the key customers and the major manufacturing facilities of the Engineered Procucts segment:
Divestitures and Related Matters
In July of 2006, we announced our intention to explore strategic alternatives for portions of our previously reported Reinforcements segment. In order to take full advantage of the many growing applications for advanced composite materials, we decided to narrow our focus and consolidate our activities around our carbon fiber, reinforcements for composites, honeycomb, matrix and engineered products product lines. In doing so, we decided to combine our Reinforcements activities related to advanced composites with our previously reported Composites and Structures segments into a single organization, and explore the sale of our European Architectural business, our EBGI product lines and our interest in the TechFab joint venture, previously reported within the Reinforcements segment.
In December 2006, we completed the sale of our interest in TechFab LLC (TechFab) to our joint venture partner for $22.0 million in cash. TechFab is headquartered in Anderson, SC and manufactures non-woven reinforcement materials used in the manufacture of construction and roofing materials, sail cloth and other specialty applications. As a result of the sale, we recognized a after-tax gain of $9.6 million in the fourth quarter of 2006. The TechFab joint venture was part of our previously reported Reinforcements segment.
In February 2007, we completed the sale of our European Architectural business. Cash proceeds from the sale were $25.0 million. As a result of the sale, we recognized an after-tax gain of $6.5 million.
In August 2007, we completed the sale of the EBGI portion of our reinforcements business. Cash proceeds from the sale, net of transaction costs, were $58.5 million, resulting in a net after-tax loss of $3.4 million. The sale includes up to $12.5 million of additional payments contingent upon future sales of the Ballistics product line. Any additional payments will be recorded as income when earned.
With the completion of the EBGI sale, our previously announced portfolio review reached a successful conclusion, resulting in total cash proceeds, before any earnout payments, of $106.0 million and a net after-tax gain of $12.7 million.
In December of 2005, Hexcel and Dainippon Ink and Chemicals, Inc. (DIC) decided to dissolve the DIC-Hexcel Limited (DHL) joint venture. This joint venture was located in Komatsu, Japan, and produced and sold prepregs, honeycomb and decorative laminates using technology licensed from us and DIC. The dissolution was completed in the fourth quarter of 2006 with Hexcel receiving a cash distribution of $0.1 million. The DHL joint venture was part of our previously reported Composites segment.
See Managements Discussion and Analysis of Financial Condition and Results of Operations and Note 2 Discontinued Operations and Note 6 Investments in Affiliated Companies to the accompanying consolidated financial statements of this Annual Report on Form 10-K for further information related to the status of our strategic review, results from discontinued operations and information related to our joint ventures.
Financial Information About Segments and Geographic Areas
Financial information and further discussion of our segments and geographic areas, including external sales and long-lived assets, are contained under the caption Managements Discussion and Analysis of Financial Condition and Results of Operations and in Note 19 to the accompanying consolidated financial statements of this Annual Report on Form 10-K.
Approximately 25%, 24%, and 23% of our 2007, 2006, and 2005 net sales, respectively, were to The Boeing Company (Boeing) and related subcontractors. Of the 25% of sales to Boeing and its subcontractors in 2007, 20.7% related to commercial aerospace market applications and 4.5% related to space and defense market applications. Approximately 22%, 26%, and 27% of our 2007, 2006, and 2005 net sales, respectively, were to European Aeronautic Defence and Space Company (EADS), including its business division Airbus Industrie (Airbus), and its subcontractors. Of the 22% of sales to EADS and its subcontractors in 2007, 18.8% related to commercial aerospace market applications 3.3% related to space and defense market applications.
Our products are sold for a broad range of end-uses. The following tables summarize our net sales to third-party customers by market and by geography for each of the three years ended December 31:
(a) Net sales by geography based on the location in which the sale was manufactured.
(b) Net sales to external customers based on the location to which the sale was delivered.
The commercial aerospace industry is our largest user of advanced composites. The economic benefits airlines can obtain from weight savings in both fuel economy and aircraft range, combined with the design enhancement that comes from the advantages of advanced composites over traditional materials, have caused the industry to be the leader in the use of these materials. While military aircraft and space craft have championed the development of these materials, commercial aerospace has had the greater consumption requirements and has commercialized the use of these products. Accordingly, the demand for advanced structural material products is closely correlated to the demand for commercial aircraft.
The use of advanced composites in commercial aerospace is primarily in the manufacture of new commercial aircraft. The aftermarket for these products is very small as many of these materials are designed to last for the life of the aircraft. The demand for new commercial aircraft is driven by two principal factors, the first of which is airline passenger traffic (the number of revenue passenger miles flown by the airlines) which affects the required size of airline fleets. According to the International Civil Aviation Organization, passenger traffic has grown at an annual compound rate of 5.5% from 1985 to 2006 and has seen year on year growth of 5.5% (estimate), 5.9% and 8.0% during 2007, 2006 and 2005, respectively. Growth in passenger traffic requires growth in the size of the fleet of commercial aircraft operated by airlines worldwide.
The second factor, which is less sensitive to the general economy, is the replacement rates for existing aircraft. The rates of retirement of passenger and freight aircraft, resulting mainly from obsolescence, are determined in part by the regulatory requirements established by various civil aviation authorities worldwide as well as public concern regarding aircraft age, safety and noise. These rates may also be affected by the desire of the various airlines to improve operating costs with higher payloads and more fuel-efficient aircraft (which in turn is influenced by the price of fuel) and by reducing maintenance expense. In addition, there is expected to be increasing pressure on airlines to replace their aging fleet with more fuel efficient and quieter aircraft to be more environmentally responsible. When aircraft are retired from commercial airline fleets, they may be converted to cargo freight aircraft or scrapped.
Each new generation of commercial aircraft has used increasing quantities of advanced composites, replacing metals. This follows the trend previously seen in military fighter aircraft where advanced composites may now exceed 50% of the weight of the airframe. Early versions of commercial jet aircraft, such as the Boeing 707, which was developed in the early 1950s, contained almost no composite materials. One of the first aircraft to use a meaningful amount of composite materials, the Boeing 767 entered into service in 1983, and was built with an airframe containing approximately 6% composite materials. The airframe of Boeings 777 aircraft, which entered service in 1995, is approximately 11% composite. By comparison, the next generation of aircraft in development will contain significantly higher composite content by weight. The Airbus A380 which was certified in December 2006, is being built with an airframe containing approximately 23% composite by weight. The first aircraft was delivered in 2007. Boeing is starting to assemble the first 787 aircraft with a content of 50% or more composite materials by weight. Its maiden flight is expected in mid-2008 and the aircraft is projected to enter into service early in 2009. In December 2006, Airbus formally launched the A350 XWB also projected to have a composite content of 50% or more by weight. The A350 XWB is forecast to enter into
service in 2013.
The impact of Boeing and Airbus production rate changes on us is typically influenced by two factors: the mix of aircraft produced and the inventory supply chain effects of increases or reductions in aircraft production. We have products on all Boeing and Airbus planes. The dollar value of our materials varies by aircraft type twin aisle aircraft use more of our materials than narrow body aircraft and newer designed aircraft use more our materials than older generations. On average, for established programs we deliver products into the supply chain about six months prior to aircraft delivery. Depending on the product, orders placed with us are received anywhere between one and eighteen months prior to delivery of the aircraft to the customer. For aircraft that are in the ramp-up stage, such as the A380 and the B787, we will have sales as much as a few years in advance of the delivery. Increased aircraft deliveries combined with the secular penetration resulted in our commercial aerospace revenues increasing by approximately 14% and 16% in 2007 and 2006, respectively.
Set forth below are historical aircraft deliveries as announced by Boeing and Airbus:
Commercial aerospace represented 53% of our 2007 net sales. Approximately 74% of these revenues can be identified as sales to Boeing, Airbus and their subcontractors for the production of commercial aircraft. The balance of our commercial aerospace sales are related to regional and business aircraft manufacture, and other commercial aircraft applications. Regional aircraft production has also increased over time, but does not directly follow the cycle of large commercial aircraft deliveries. These applications also exhibit increasing utilization of composite materials with each new generation of aircraft.
We group under this market segment revenue from applications for our products outside the aerospace and electronics markets. A number of these applications represent emerging opportunities for our products. In developing new applications, we seek those opportunities where advanced composites technology offer significant benefits to the end user, often applications that demand high engineering performance. Within this segment, the major end market sub-segments include, in order of size based on our 2007 sales, wind energy, general industrial applications, recreational equipment (e.g., bicycles, snowboards, tennis rackets and hockey sticks), and transportation (e.g., automobiles, mass transit and high-speed rail, and marine applications). Our participation in these market applications complements our commercial and military aerospace businesses, and we are committed to pursuing the utilization of advanced structural material technology where industrial customers can generate significant value.
Space & Defense
The space & defense market has historically been an innovator in the use of, and source of significant demand for, advanced composites. The aggregate demand by space and defense customers is primarily a function of procurement of military aircraft that utilize advanced composites by the United States and certain European governments. We are currently qualified to supply materials to a broad range of over 80 military aircraft and helicopter programs. The top ten programs by revenues represent less than 50% of our Space & Defense revenues. These programs include the F/A-18E/F Hornet, the F-22 Raptor, and the Eurofighter (Typhoon), as well as the C-17, the V-22 Osprey tiltrotor aircraft, and the Blackhawk, Tiger and NH90 helicopters. In addition, there are new programs in development such as the F-35 (Joint Strike Fighter or JSF), CH53K heavy lift helicopter and the EADS A400M military transport planned to enter production later in the decade. The benefits that we obtain from these programs will depend upon which are funded and the extent of such funding. Space applications for advanced composites include solid rocket booster cases, fairings and payload doors for launch vehicles, and buss and solar arrays for military and commercial satellites.
Contracts for military and some commercial programs may contain provisions applicable to both U.S. Government contracts and subcontracts. For example, under a termination for convenience clause, the prime contractors may flow down this clause to materials suppliers such as Hexcel. According to the terms of a contract, we may be subject to U.S. government Federal Acquisition Regulations, Department of Defense Federal Acquisition Regulations Supplement, Cost Accounting Standards, and associated procurement laws.
Further discussion of our markets, including certain risks, uncertainties and other factors with respect to forward-looking statements about those markets, is contained under the caption Managements Discussion and Analysis of Financial Condition and Results of Operations.
In recent years, our customers have increasingly demanded shorter order lead times and just-in-time delivery performance. While we have many multi-year contracts with our major aerospace customers, most of these contracts specify the proportion of the customers requirements that will be supplied by us and the terms under which the sales will occur, not the specific quantities to be
procured. Our industrial customers have always desired to order their requirements on as short a lead-time as possible. As a result, twelve-month order backlog is not a meaningful trend indicator for us, and therefore, we do not monitor it in the management of our business.
Raw Materials and Production Activities
Our manufacturing operations are vertically integrated. We produce carbon fibers, industrial fabrics, composite materials and composites structures as well as sell these materials to third-party customers for their use in the manufacture of their products.
We manufacture high performance carbon fiber from polyacrylonitrile (PAN) precursor produced at our Decatur, Alabama facility. The primary raw material for PAN is acrylonitrile. All the PAN we produce is for internal carbon fiber production. We consume approximately 55% by value of the carbon fiber we produce and sell the remainder of our output to third-party customers. However, as one of the worlds largest consumers of carbon fiber, we purchase significantly greater quantities of carbon fiber than we produce for our own use. The sources of carbon fiber we can use in any product or application are sometimes dictated by its customer qualifications or certifications, otherwise we select a fiber based on performance, price and availability. With the increasing demand for carbon fiber, particularly in aerospace applications, the supply of carbon fiber started to tighten in 2005. In response to increasing demand, the majority of carbon fiber manufacturers have announced plans to increase their manufacturing capacity over the next two to three years. In 2005, we announced our plans to expand our PAN and carbon fiber capacity by about 50% to serve the growing needs of our customers and our own downstream products. The first of the fiber lines was completed at the end of 2006 and production began in the first quarter of 2007. The second line, a greenfield site near Madrid, Spain, was essentially completed in December 2007 and will begin production by end of the first quarter of 2008. In October 2007, we announced another 70% increase in PAN and carbon fiber capacity, which will increase our nameplate capacity to a total of about 16 million pounds of carbon fiber by 2010. After a new line starts production, it can take over a year to be certified for aerospace qualifications. However, these lines can start supplying fiber for many industrial and recreational applications in a very short time period.
We purchase glass yarn from a number of suppliers in the United States, Europe and Asia. Aramid and high strength fibers are produced by only a few companies, and during periods of high demand, can be in short supply. In addition, epoxy and other specialty resins, aramid paper and aluminum specialty foils are used in the manufacture of composite products. When entering into multi-year contracts with aerospace customers, the business attempts to get back-to-back commitments from key raw material suppliers.
Our manufacturing activities are generally based on a combination of make-to-order and make-to-forecast production requirements. We coordinate closely with key suppliers in an effort to avoid raw material shortages and excess inventories. However, many of the key raw materials we consume are available from relatively few sources, and in many cases the cost of product qualification makes it impractical to develop multiple sources of supply. The lack of availability of these materials could under certain circumstances have a material adverse effect on our consolidated results of operations.
Research and Technology; Patents and Know-How
Research and Technology (R&T) departments support our businesses worldwide. Through R&T activities, we maintain expertise in precursor and carbon fiber, chemical and polymer formulation and curatives, fabric forming and textile architectures, advanced composite structures, process engineering, application development, analysis and testing of composite materials, computational design, and other scientific disciplines related to our worldwide business base.
Our products rely primarily on our expertise in materials science, textiles, process engineering and polymer chemistry. Consistent with market demand, we have been placing more emphasis on cost effective product design and lean manufacturing in recent years while seeking to improve the consistency of our products. Towards this end, we have entered into formal and informal alliances, as well as licensing and teaming arrangements, with several customers, suppliers, external agencies and laboratories. We believe that we possess unique capabilities to design, develop and manufacture composite materials and structures. We have over 400 patents and pending applications worldwide, have licensed many key technologies, and have granted technology licenses and patent rights to several third parties in connection with joint ventures and joint development programs. It is our policy to actively enforce our proprietary rights. We believe that the patents and know-how rights currently owned or licensed by Hexcel are adequate for the conduct of our business.
We spent $34.2 million, $29.7 million, and $24.8 million for R&T in 2007, 2006, and 2005, respectively. We increased our R&T spending in 2007 to support new product development and qualification activities particularly in relation to commercial aircraft applications. These expenditures were expensed as incurred.
We are subject to federal, state, local and foreign laws and regulations designed to protect the environment and to regulate the discharge of materials into the environment. We believe that our policies, practices, and procedures are properly designed to prevent unreasonable risk of environmental damage and associated financial liability. To date, environmental control regulations have not had a significant adverse effect on our overall operations.
Our aggregate environmental related accruals at December 31, 2007 and 2006 were $3.2 million and $5.3 million, respectively. As of December 31, 2007 and December 31, 2006, $2.1 million and $2.4 million, respectively, were included in other current accrued
liabilities, with the remainder included in other non-current liabilities. As related to certain of our environmental matters, our accruals were estimated at the low end of a range of possible outcomes since there was no better point within the range. If we had accrued for these matters at the high end of the range of possible outcomes, our accruals would have been $4.6 million and $2.7 million higher at December 31, 2007 and 2006, respectively. Environmental remediation spending charged directly to our reserve balance for 2007, 2006, and 2005, was $2.7 million, $2.8 million, and $1.4 million, respectively. In addition, our operating costs relating to environmental compliance were $8.2 million, $8.0 million, and $6.5 million, for 2007, 2006, and 2005, respectively, and were charged directly to expense. Capital expenditures for environmental matters approximated $2.3 million, $0.8 million and $1.1 million for 2007, 2006 and 2005, respectively.
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 Hexcel being named in a new matter. A discussion of environmental matters is contained in Item 3, Legal Proceedings, and in Note 16 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K.
Sales and Marketing
A staff of salaried market managers, product managers and sales personnel sell and market our products directly to customers worldwide. We also use independent distributors and manufacturer representatives for certain products, markets and regions. In addition, we operate various sales representation offices in the United States, Europe and Asia Pacific.
In the production and sale of advanced composites, we compete with a number of U.S. and international companies on a worldwide basis. The broad markets for composites are highly competitive, and we have focused on both specific submarkets and specialty products within markets. In addition to competing directly with companies offering similar products, we compete with producers of substitute composites such as structural foam, infusion technology, wood and metal. Depending upon the material and markets, relevant competitive factors include approvals, database of usage, technology, product performance, delivery, service, price and customer preference for sole sourcing.
As of December 31, 2007, we employed 4,081 full-time employees, 2,212 in the United States and 1,869 in other countries. The number of full-time employees as of December 31, 2006 and 2005 was 4,459 and 4,460, respectively.
Our internet website is www.hexcel.com. We make available, free of charge through our website, our Form 10-Ks, 10-Qs and 8-Ks, and any amendments to these forms, as soon as reasonably practicable after filing with the Securities and Exchange Commission.
ITEM 1A. Risk Factors
An investment in our common stock or debt securities involves risks and uncertainties. You should consider the following risk factors carefully, in addition to the other information contained in this Annual Report on Form 10-K, before deciding to purchase any of our securities.
The markets in which we operate can be cyclical, and downturns in them may adversely affect the results of our operations.
Some of the markets in which we operate have been, to varying degrees, cyclical and have experienced downturns. We are currently in an upturn of demand in the commercial aerospace and wind energy industries. However, a downturn in these markets could occur at any time, and in the event of a downturn, we have no way of knowing if, when and to what extent there might be a recovery. Any deterioration in any of the cyclical markets we serve could adversely affect our financial performance and operating results.
While Boeing and Airbus increased their production and deliveries of commercial aircraft in 2007, have had three years in a row of record orders and have announced further increases for 2008, any significant reduction in demand could result in reduced net sales for our commercial aerospace products and could reduce our operating margins. Approximately 53% of our net sales for 2007 were derived from sales to the commercial aerospace industry. Reductions in demand for commercial aircraft or a delay in deliveries could result from many factors, including a terrorist event similar to that which occurred on September 11, 2001 and any subsequent military response, changes in the propensity for the general public to travel by air, a rise in the cost of aviation fuel, consolidation and liquidation of airlines and slower macroeconomic growth. Both Boeing and Airbus have experienced various delays in their newest aircraft programs, including the Boeing 787 and the Airbus A380 and A350. These delays have or could have delayed our expected growth. Future delays in these or other major Boeing or Airbus programs could similary impact our results.
In addition, our customers continue to emphasize the need for improved yield in the use of our products and cost reduction throughout the supply chain. In response to these pressures, we may be required to reduce the price of some products in the future. Where possible, we seek to offset or mitigate the impact of such price reductions by productivity improvements and reductions in the
costs of the materials and services we procure.
A significant decline in business with Boeing, EADS, Vestas, or other significant customers could materially impact our business, operating results, prospects and financial condition.
We have concentrated customers in the commercial aerospace, space and defense, and wind energy markets. In the commercial aerospace market, approximately 74%, and in the space and defense market, approximately 36%, of our 2007 net sales were made to Boeing and EADS (including Airbus) and their related subcontractors. In addition, for the years ended December 31, 2007 and December 31, 2006, approximately 25% of our total consolidated net sales was made to Boeing and its related subcontractors for both years, and approximately 22% and 23% of our total consolidated net sales, respectively, was made to EADS, including Airbus and its related subcontractors. A significant portion of our total sales (but less than 10%) in 2007 and 2006 was made to Vestas in our wind energy market. Significant changes in the demand for our customers end products, the share of their requirements that is awarded to us or changes in the design or materials used to construct their products could result in a significant loss of business with these customers. The loss of, or significant reduction in purchases by, Boeing, EADS and Vestas or any of our other significant customers could materially impair our business, operating results, prospects and financial condition. The level of purchases by our customers is often affected by events beyond their control, including general economic conditions, demand for their products, business disruptions, disruptions in deliveries, strikes and other factors.
Reductions in space and defense spending could result in a decline in our net sales.
The growth in military aircraft production that has occurred in recent years may not be sustained, individual programs important to Hexcel may be cancelled, production may not continue to grow nor may the increased demand for replacement helicopter blades continue. The production of military aircraft depends upon defense budgets and the related demand for defense and related equipment. Approximately 22% of our net sales in 2007 were derived from space and defense industries.
Changes to the capital expansion plans could materially impact our operating results and financial condition.
The company has significantly increased its capital expenditures in recent years, including capital expenditure spending of $120.6 million in 2007, $117.9 million in 2006 and $64.3 million in 2005. During that period, major projects completed include carbon fiber lines in Salt Lake City, Utah and Spain, the precursor line in Decatur, Alabama, satellite prepreg plants in Germany and France and additional wind energy capacity in Austria. In October 2007 we announced an additional $180 million carbon fiber capacity to be completed by the end of 2009. Based on expected growth estimates, the company anticipates that it will continue a high level of capital expenditures for additional capacity for carbon fiber and other products through investing in existing and new facilities. Our 2008 capital expenditures are estimated to be $150 million, including the announced carbon fiber expansion. As noted above, we operate in markets which historically have been cyclical and our business is concentrated in a few large customers and our growth is highly dependent on the sucess of their programs. Our capacity expansion plans could cost more than we anticipated, take longer to complete than scheduled, or fail to produce the quantity or quality of product to meet the requirements of customers. This could result in our not achieving the growth in business that our capital expenditure plans were designed to deliver, resulting in much higher manufacturing and capital expenditure costs, pressure on our capital structure and a material adverse impact on our financial statements. In addition, these capital expansions are dependent on our ability to generate cash and have access to financing on a timely and cost effective basis.
A decrease in supply or increase in cost of raw materials could result in a material decline in our profitability.
Because we purchase large volumes of raw materials, such as epoxy and phenolic resins, aluminum foil, carbon fiber, fiberglass yarn and aramid paper, any restrictions on the supply or the increase in the cost of our raw materials could significantly reduce our profit margins. Efforts to mitigate restrictions on the supply or price increases of these raw materials by long-term purchase agreements, productivity improvements or by passing cost increases to our customers may not be successful. Our profitability depends largely on the price and continuity of supply of these raw materials, which are supplied through a sole source or a limited number of sources.
With increased demand for carbon fiber and constrained supply, in 2006 and 2007 we have made capital expenditures to increase our manufacturing capacity, and will make further expenditures in 2008, as noted above. These amounts are all significantly higher than historical levels, and represent our efforts to expand capacity to meet the increasing forecasted demand.
We have substantial international operations subject to uncertainties which could affect our operating results.
We believe that revenue from sales outside the U.S. will continue to account for a material portion of our total revenue for the foreseeable future. Additionally, we have invested significant resources in our international operations and we intend to continue to make such investments in the future. Our international operations are subject to numerous risks, including:
Any one of the above could adversely affect our financial condition and results of operations.
In addition, fluctuations in currency exchange rates may influence the profitability and cash flows of our business. For example, our European operations sell some of the products they produce in U.S. dollars, yet the labor and overhead costs incurred in the manufacture of those products is denominated in Euros or British pound sterling. As a result, the local currency margins of goods manufactured with costs denominated in local currency, yet sold in U.S. dollars, will vary with fluctuations in currency exchange rates, reducing when the U.S. dollar weakens against the Euro and British pound sterling. In addition, the reported U.S. dollar value of the local currency financial statements of our foreign subsidiaries will vary with fluctuations in currency exchange rates. While we enter into currency exchange rate hedges from time to time to mitigate these types of fluctuations, we cannot remove all fluctuations or hedge all exposures, and our earnings are impacted by changes in currency exchange rates.
During the past several years, some countries in which we operate or plan to operate have been characterized by varying degrees of inflation and uneven growth rates. We currently do not have political risk insurance in the countries in which we conduct business. While we carefully consider these risks when evaluating our international operations we cannot provide assurance that we will not be materially adversely affected as a result of such risks.
We could be adversely affected by environmental and safety requirements.
Our operations require the handling, use, storage and disposal of certain regulated materials and wastes. As a result, we are subject to various laws and regulations pertaining to pollution and protection of the environment, health and safety. These requirements govern, among other things, emissions to air, discharge to waters and the generation, handling, storage, treatment and disposal of waste and remediation of contaminated sites. We have made, and will continue to make, capital and other expenditures in order to comply with these laws and regulations. These laws and regulations are complex, change frequently and could become more stringent in the future.
We have been named as a potentially responsible party under the U.S. Superfund law or similar state laws at several sites requiring clean up. These laws generally impose liability for costs to investigate and remediate contamination without regard to fault. Under certain circumstances liability may be joint and several, resulting in one responsible party being held responsible for the entire obligation. Liability may also include damages to natural resources. In connection with our Lodi, New Jersey facility, Hexcel, along with the approximately 73 other companies, has been directed by state and federal regulatory authorities to contribute to the assessment and restoration of a stretch of the Passaic River, a project currently estimated to cost $900 million to $2.3 billion. We have also incurred and likely will continue to incur expenses to investigate and clean up our existing and former facilities. We have incurred substantial expenses for work at these sites over a number of years, and these costs, for which we believes we have adequate reserves, will continue for the foreseeable future. The ongoing operation of our manufacturing plants also entails environmental risks, and we may result in our incurring material costs or liabilities in the future which could adversely affect us.
In addition, we may be required to comply with evolving environmental, health and safety laws, regulations or requirements that may be adopted or imposed in the future or to address newly discovered information or conditions that require a response. Although most of the our properties have been the subject of environmental site assessments, there can be no assurance that all potential instances of soil and groundwater contamination have been identified, even at those sites where assessments have been conducted. Accordingly, we may discover previously unknown environmental conditions and the cost of remediating such conditions may be material. See Legal Proceedings below and Note 16 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Our forward-looking statements and projections may turn out to be inaccurate.
This Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, should, will, and similar terms and phrases, including references to assumptions. Such statements are based on current expectations, are inherently uncertain, and are subject to changing assumptions.
Such forward-looking statements include, but are not limited to: (a) expectations of increases in production and delivery rates of commercial aircraft by Airbus and Boeing and their impact on our commercial aerospace sales; (b) the impact of the push-out in deliveries of the Airbus A380 and the Boeing 787; (c) expectations of composite content on new commercial aircraft programs and our share of those requirements; (d) expectations of growth in revenues from space & defense applications; (e) expectations as to the availability of carbon fiber for non-aerospace applications; (f) expectations regarding growth in sales of composite materials for wind energy, recreation and other industrial applications; (g) expectations regarding working capital trends and expenditures; (h) expectations as to the level of capital expenditures and when we will complete the construction and qualification of its carbon fiber
capacity expansion; and (i) the impact of various market risks, including fluctuations in the interest rates underlying our variable-rate debt, fluctuations in currency exchange rates, fluctuations in commodity prices, and fluctuations in the market price of our common stock.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different. Such factors include, but are not limited to, the following: changes in general economic and business conditions; changes in current pricing and cost levels; changes in political, social and economic conditions and local regulations, particularly in Asia and Europe; foreign currency fluctuations; changes in aerospace delivery rates; reductions in sales to any significant customers, particularly Airbus or Boeing; changes in sales mix; changes in government defense procurement budgets; changes in military aerospace programs technology; industry capacity; competition; disruptions of established supply channels; manufacturing capacity constraints; and the availability, terms and deployment of capital.
If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. In addition to other factors that affect our operating results and financial position, neither past financial performance nor our expectations should be considered reliable indicators of future performance. Investors should not use historical trends to anticipate results or trends in future periods. Further, our stock price is subject to volatility. Any of the factors discussed above could have an adverse impact on our stock price. In addition, failure of sales or income in any quarter to meet the investment communitys expectations, as well as broader market trends, can have an adverse impact on our stock price. We do not undertake an obligation to update our forward-looking statements or risk factors to reflect future events or circumstances.
ITEM 1B. Unresolved Staff Comments
ITEM 2. Properties
We own and lease manufacturing facilities and sales offices located throughout the United States and in other countries, as noted below. The corporate offices and principal corporate support activities are located in leased facilities in Stamford, Connecticut. Our research and technology administration and principal laboratories are located in Dublin, California; Duxford, United Kingdom; and Les Avenieres, France.
The following table lists our manufacturing facilities by geographic location, related segment, and principal products manufactured. This table does not include manufacturing facilities owned by entities in which we have a joint venture interest.
We lease the land and buildings in Nantes, France and Stade, Germany; and the land on which the Burlington, Washington facility is located. We also lease portions of the facilities located in Casa Grande, Arizona and Les Avenieres, France. We own all other remaining facilities. In connection with our debt refinancing, on March 1, 2005, we granted mortgages in connection with our new senior secured credit facility on the facilities located in Casa Grande, Arizona; Decatur, Alabama; Dublin, California; Kent, Washington; Livermore, California; Salt Lake City, Utah; and Seguin, Texas. For further information, refer to Managements Discussion and Analysis of Financial Condition and Results of Operations and to Note 8 to the accompanying consolidated financial statements of this Annual Report on Form 10-K.
In October 2007, we announced our plans to build a Wind Energy Prepreg Facility in Tianjin, China. The land and facility will be
leased with all equipment owned by Hexcel.
In November 2005, we announced our plans to build a carbon fiber plant near Madrid, Spain in connection with our carbon fiber expansion program. In January 2006, we entered into an agreement to purchase land in Illescas, Spain on which to construct the plant. Construction and commissioning of the new line was completed in February 2008 and we expect the new line to be qualified for the production of aerospace products by early 2009.
In October 2005, we announced our plans to build Aerospace Prepreg Facilities in Nantes, France and Stade, Germany. The land and buildings are leased with all equipment owned by Hexcel. Construction of the Stade plant was completed in April 2007 and the qualification of key Airbus aerospace products was completed in December 2007. Construction of the Nantes plant was completed in November 2007 and we expect the facility to be qualified for production of key Airbus aerospace products by mid 2008.
In January 2004, we announced our intention to consolidate the activities of our Livermore, California facility into other manufacturing facilities, principally into the Salt Lake City, Utah plant. Manufacturing ceased and the transfer of activities from this facility was completed during the first quarter of 2007. We are currently in the final stages of preparing the Livermore site for sale and we anticipate the sale will be completed during 2008.
In connection with our portfolio review and the consolidation activities mentioned above, the sale of certain properties located in Anderson, South Carolina; Statesville, North Carolina; Washington, Georgia; and Decines, France were completed during 2007.
ITEM 3. Legal Proceedings
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 on a variety of factors, including the stage of the proceeding; potential settlement value; assessments by internal and external counsel; and assessments by environmental engineers and consultants of potential environmental liabilities and remediation costs. Such estimates are not discounted to reflect the time value of money due to the uncertainty in estimating the timing of the expenditures, which may extend over several years.
While it is impossible to ascertain the ultimate legal and financial liability with respect to certain contingent liabilities and claims, we believe, based upon our examination of currently available information, our experience to date, and advice from legal counsel, that the individual and aggregate liabilities resulting from the ultimate resolution of these contingent matters, after taking into consideration our existing insurance coverage and amounts already provided for, will not have a material adverse impact on our consolidated results of operations, financial position or cash flows.
We are subject to various U.S. and international federal, state and local environmental, and health and safety laws and regulations. We are also subject to liabilities arising under the Federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund), the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, and similar state and international laws and regulations that impose responsibility for the control, remediation and abatement of air, water and soil pollutants and the manufacturing, storage, handling and disposal of hazardous substances and waste.
We have been named as a potentially responsible party (PRP) with respect to several hazardous waste disposal sites that we do not own or possess, which are included on, or proposed to be included on, the Superfund National Priority List of the U.S. Environmental Protection Agency (EPA) or on equivalent lists of various state governments. Because CERCLA allows for joint and several liability in certain circumstances, we could be responsible for all remediation costs at such sites, even if we are one of many PRPs. We believe, based on the amount and the nature of our waste, and the number of other financially viable PRPs, that our liability in connection with such matters will not be material.
Lodi, New Jersey Site
Pursuant to the New Jersey Industrial Site Recovery Act, we entered into a Remediation Agreement to pay for the environmental remediation of a manufacturing facility we own and formerly operated in Lodi, New Jersey. We have commenced remediation of this site in accordance with an approved plan; however, the ultimate cost of remediating the Lodi site will depend on developing circumstances. The total accrued liability related to this matter was $1.7 million as of December 31, 2007.
Lower Passaic River Study Area
In October 2003, we received, along with 66 other entities, a directive from the New Jersey Department of Environmental Protection (NJDEP) that requires the entities to assess whether operations at various New Jersey sites, including our former manufacturing site in Lodi, New Jersey, caused damage to natural resources in the Lower Passaic River watershed. In May, 2005, the NJDEP dismissed us from the Directive. In February 2004, 42 entities, including Hexcel, received a general notice letter from the EPA which requested that the entities consider helping to finance an estimated $10 million towards an EPA study of environmental conditions in the Lower Passaic River watershed. In May 2005, we signed onto an agreement with EPA to participate (bringing the total number of participating entities to 43) in financing such a study up to $10 million, in the aggregate. Since May, 2005, a number of additional PRPs have joined into the agreement with EPA. In October 2005, we along with the other EPA notice recipients were advised by the EPA that the notice recipients share of the costs of the EPA study was expected to significantly exceed the earlier EPA
estimate. While we and the other recipients were not obligated by our agreement to share in such excess, a Group of notice recipients (73 companies including Hexcel) negotiated an agreement with EPA to assume responsibility for the study pursuant to an Administrative Order on Consent. Although we believe we have viable defenses to the EPA claims and expect that other as yet unnamed parties also will receive notices from the EPA, we have established a reserve as of December 31, 2007 for our estimated cost in relation to the EPA study. In June 2007, EPA issued a draft Focused Feasibility Study (FFS) that considers six interim remedial options for the lower eight miles of the river, in addition to a no action option. The estimated costs for the six options range from $900 million to $2.3 billion. The PRP Group provided comments to EPA on the FFS; EPA has not yet taken further action. The Administrative Order on Consent regarding the study does not cover work contemplated by the FFS. Finally, the Federal Trustees for natural resources have indicated their intent to perform a natural resources damage assessment on the river and invited the PRPs to participate in the development and performance of this assessment. The PRP Group, including Hexcel, has not agreed to participate. Our ultimate liability for investigatory costs, remedial costs and/or natural resource damages in connection with the Lower Passaic River cannot be determined at this time.
Kent, Washington Site
We were party to a cost-sharing agreement regarding the operation of certain environmental remediation systems necessary to satisfy a post-closure care permit issued to a previous owner of the Kent, Washington, site by the EPA. Under the terms of the cost-sharing agreement, we were obligated to reimburse the previous owner for a portion of the cost of the required remediation activities. Management has determined that the cost-sharing agreement terminated in December 1998; however, the other party disputes this determination. The Washington Department of Ecology has issued a unilateral Enforcement Order to us requiring us to (a) maintain the interim remedial system and to perform system separation, (b) to conduct a focused remedial investigation and (c) to conduct a focused feasibility study to develop recommended long term remedial measures. We asserted defenses against performance of the order, particularly objecting to the remediation plan proposed by the previous owner, who still owns the adjacent contaminated site. However, we are currently complying with the order, without withdrawing our defenses.
Omega Chemical Corporation Superfund Site, Whittier, CA
We are a PRP at a former chemical waste site in Whittier, CA. The PRPs at Omega have established a PRP Group, the Omega PRP Group, and are currently investigating and remediating soil and groundwater at the site pursuant to a Consent Decree with the EPA, entered into in March 2000. Hexcel contributed approximately 0.01% of the waste tonnage sent to the site during its operations. In addition to the Omega site specifically, there is regional groundwater contamination in the area as well. EPA has not determined who it will identify as PRPs to investigate and, as necessary, remediate the regional groundwater contamination. Although it is likely that Hexcel will incur costs associated with the regional investigation and remediation as a member of the Omega Group, our ultimate liability, if any, in connection with this matter cannot be determined at this time.
Environmental remediation reserve activity for the years ended December 31, 2007, 2006, 2005 was as follows:
Our estimate of liability as a PRP and our remaining costs associated with our responsibility to remediate the Lodi, New Jersey; Kent, Washington; and other sites are accrued in the consolidated balance sheets. As of December 31, 2007 and 2006, our aggregate environmental related accruals were $3.2 million and $5.3 million, respectively. As of December 31, 2007 and 2006, $2.1 million and $2.4 million, respectively, was included in current other accrued liabilities, with the remainder included in other 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 for these matters at the high end of the range of possible outcomes, our accrual would have been $4.6 million and $2.7 million higher at December 31, 2007 and 2006, respectively.
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.
Austrian Exotherm Claim
On August 4, 2006, at our Neumarkt, Austria, manufacturing facility, resin being mixed exothermed, releasing gases and smoke inside and outside of the facility. Our internal investigation revealed that the cause of the exotherm was a failure of the mixing mechanism. Three employees of our Austrian subsidiary, Hexcel Composites GmbH, have been charged under Section 180 of the
Austrian Criminal Code; the charge is that they deliberately caused a violation of an environmental law or regulation when the gases and smoke were released. Hexcel Composites GmbH has not been charged, although it could be charged under the same Section. We have offered independent counsel to the employees at our expense. We are not in a position to predict the outcome of the case against the employees or whether a charge will be filed against Hexcel Composites GmbH, but we will defend any charges vigorously.
Hercules Incorporated (Hercules) was one of our co-defendants in certain previously disclosed antitrust lawsuits relating to carbon fiber products. As previously disclosed, Hercules filed an action against us in New York seeking a declaratory judgment that, pursuant to a 1996 Sale and Purchase Agreement (whereby we acquired the carbon fiber and prepreg assets of Hercules), we were required to indemnify Hercules for its settlements in the antitrust lawsuits and for any liability claims that may be asserted by any of the opt-outs from those suits (Hercules Incorporated v. Hexcel, filed in the Supreme Court of State of New York, County of New York, December, 6, 2004). On April 30, 2007, the New York court, on summary judgment, dismissed the indemnity counts in Hercules complaint. Hercules appealed the dismissal. On February 7, 2008 the Appellate Division court unanimously affirmed the dismissal. Hercules also claims that Hexcel failed to cooperate with Hercules defense in the antitrust cases; this claim was not part of the motion for summary judgment and has yet to go to trial, but we intend to defend it vigorously. We have not recorded a reserve related to this matter as we do not consider the likelihood of an unfavorable judgment probable.
ITEM 4. Submission of Matters to a Vote of Security Holders
ITEM 5. Market for Registrants Common Equity and Related Stockholder Matters
Hexcel common stock is traded on the New York Stock Exchange. The range of high and low sales prices of our common stock on the New York Stock Exchange Composite Tape is contained in Note 23 to the accompanying consolidated financial statements of this Annual Report on Form 10-K and is incorporated herein by reference.
Hexcel did not declare or pay any dividends in 2007, 2006 or 2005. The payment of dividends is limited under the terms of certain of our debt agreements.
On February 15, 2008 there were 1,209 holders of record of our common stock.
The following chart provides information regarding repurchases of Hexcel common stock:
(1) All Shares were delivered by employees in payment of the exercise price of non-qualified stock options.
ITEM 6. Selected Financial Data
The information required by Item 6 is contained on page 24 of this Annual Report on Form 10-K under the caption Selected Financial Data and is incorporated herein by reference.
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein by reference.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
The information required by Item 7A is contained under the heading Market Risks on pages 40 to 42 of this Annual Report on Form 10-K and is incorporated herein by reference.
ITEM 8. Financial Statements and Supplementary Data
The information required by Item 8 is contained on pages 43 to 82 of this Annual Report on Form 10-K under Consolidated Financial Statements and Supplementary Data and is incorporated herein by reference. The Report of Independent Registered Public Accounting Firm is contained on page 45 of this Annual Report on Form 10-K under the caption Report of Independent Registered Public Accounting Firm and is incorporated herein by reference.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
ITEM 9A. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and the Companys Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective.
Managements report on our internal control over financial reporting is contained on page 44 of this Annual Report on Form 10-K and is incorporated herein by reference.
ITEM 9B. Other Information
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be contained in our definitive proxy statement for the 2007 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2007. Such information is incorporated herein by reference.
ITEM 11. Executive Compensation
The information required by Item 11 will be contained in our definitive proxy statement for the 2008 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2007. Such information is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be contained in our definitive proxy statement for the 2008 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2007. Such information is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be contained in our definitive proxy statement for the 2008 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2007. Such information is incorporated herein by reference.
ITEM 14. Principal Accountant Fees and Services
The information required by Item 14 will be contained in our definitive proxy statement for the 2008 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2007. Such information is incorporated herein by reference.
ITEM 15. Exhibits and Financial Statement Schedules
(1) Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2007 and 2006
Consolidated Statements of Operations for each of the three years ended December 31, 2007
Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Income for each of the three years ended December 31, 2007
Consolidated Statements of Cash Flows for each of the three years ended December 31, 2007
Notes to the Consolidated Financial Statements
(2) Financial Statement Schedule for the three years ended December 31, 2007:
Schedule II Valuation and Qualifying Accounts
Consent of Independent Registered Public Accounting Firm
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.
The following list of exhibits includes exhibits submitted with this Form 10-K as filed with the SEC and those incorporated by reference to other filings.
* Indicates management contract or compensatory plan or arrangement.
Pursuant to the requirements of Section 13 or 15(d) 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.
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of David E. Berges, Wayne Pensky and Ira J. Krakower, individually, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Selected Financial Data
The following table summarizes selected financial data as of and for the five years ended December 31:
(a) All financial data presented has been restated to report our U.S. EBGI business and our Architectural business in France as discontinued operations.
(b) No cash dividends were declared per share of common stock during any of the five years ended December 31, 2007.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(a) One of the Companys performance measures is operating income adjusted for non-recurring operating expenses and business consolidation and restructuring expenses, which is a non-GAAP measure. Adjusted operating income for the years ended December 31, 2007, 2006 and 2005 was $134.8 million, $114.5 million and $101.8 million or 11.5%, 10.9% and 10.6% as a percentage of net sales, respectively. A reconciliation to adjusted operating income is provided below:
(1) The Company adopted FAS 123(R) as of January 1, 2006. The year ended December 31, 2005 has been adjusted to reflect stock compensation expense as if it was adopted on January 1, 2005.
(b) The provision (benefit) for income taxes includes non-cash benefits of $119.2 million for the year ended December 31, 2005 arising from the reversal of the previously recorded valuation allowance against our U.S. deferred tax assets. See Note 10 in the accompanying consolidated financial statements for further detail.
The primary markets we serve continued to grow in 2007, as our customers continue to expand their use of advanced composites. 2007 was our fourth consecutive year of sales growth, as our average annual sales growth rate from 2003 to 2007 was 13%.
· The commercial aerospace market continued to grow in 2007. The International Civil Aviation Organization estimates that global passenger traffic measured as revenue passenger kilometers increased by 5.5% in 2007. Boeing and Airbus have reported commercial aircraft net orders of 2,754, easily surpassing the figure of 1,834 in 2006. They made 894 new commercial aircraft deliveries, 7.5% higher that the 832 delivered in 2006 and 53% higher than the 2003 deliveries of 586. Both Boeing and Airbus expect to further increase deliveries in 2008.
· Reflecting the strength of our customers demand, our commercial aerospace sales increased by 14% in 2007 compared to 2006 (11% in constant currency). Boeing and its subcontractors, manufacturers of engines and nacelles, and regional aircraft producers as a group increased over 25% as compared to 2006. Airbus and its subcontractor sales ended down about 5% from the prior year, as the comparisons for the first half of 2007 were significantly impacted by the June 2006 announcement of the A380 delay. Our sales to the regional and business aircraft markets were also strong in 2007 with increases over 25% for the year.
· 2007 provided further confirmation of the longstanding trend of the commercial aerospace industry utilizing a greater proportion of advanced composite materials with each new generation of aircraft. Among the new aircraft orders received by Boeing and Airbus were orders for their new composite-rich aircraft, currently in development. Boeing has now recorded 857 orders and commitments for its 787 Dreamliner aircraft. Boeing has indicated that this aircraft will have at least 50% composite content by weight, including composite wings and fuselage, compared to the 11% composite content used in the construction of its 777 aircraft and 6% for the 767 the aircraft it is primarily replacing. The 787 is expected to enter into service early in 2009. Hexcel estimates that it has $1.0 million to $1.3 million of content per plane. In December 2006, Airbus announced the launch of the A350 XWB which they indicated will also have at least 50% composite content by weight. Airbus has received 320 orders to date for the A350, which is expected to enter into service by 2013. Meanwhile, the Airbus A380 has 23% composite content by weight and has more Hexcel material used in its production than any aircraft previously manufactured, approximately $3 million per plane. The first A380 was delivered to a customer in October 2007.
· With continued increases in aircraft production and the contribution of the A380 and B787 ramp-up, total 2008 commercial aerospace revenues are projected to grow in the 12% - 15% range as compared to 2007. The ramp-up of these new programs accelerate the secular penetration story for composites in commercial aerospace.
· Our Space and Defense sales of $255.7 million were 15.2% higher as compared to 2006 (12.5% in constant currency). Our sales in 2006 were essentially flat compared to 2005 as inventory adjustments at certain rotorcraft customers slowed revenue growth in 2006. Over the two year period our sales average annual growth was 8% per year, which is in line with historical levels and our expectations. We continue to benefit from our extensive qualifications to supply composite materials and, in some cases, composite structures to a broad range of military aircraft and helicopter programs around the world.
· Our Industrial sales of $293.6 million were 4.8% higher as compared to 2006 (1.7% lower in constant currency). Industrial sales include wind energy, general industrial applications, recreation and transportation. Wind energy growth was in the mid-teens for the year as compared to 2006 in constant currency, while capacity constraints, a weak winter sports market and selective portfolio pruning resulted in the other submarkets to decrease from the prior year.
· Led by the expected strong growth in wind energy revenues, Industrial sales growth should return to the mid-teens in 2008. After a weak year for recreational and other industrial sales, we expect modest growth for non-wind related sales.
· In total we anticipate 2008 consolidated revenues to grow in a range of 10% - 15% year on year, assuming the Euro and British Pound currency exchange rates for the year of 2008 are comparable to 2007.
Further information regarding our outlook for 2008 is contained in our Form 8-K dated December 6, 2007. This 8-K should be read in conjunction with the risk factor section included in this Form 10-K.
In July of 2006, we announced our intention to explore strategic alternatives for portions of our previously reported Reinforcements segment. In order to take full advantage of the many growing applications for advanced composite materials, we decided to narrow our focus and consolidate our activities around our carbon fiber, reinforcements for composites, honeycomb, matrix and engineered products product lines. In doing so, we decided to combine our Reinforcements activities related to advanced composites with our previously reported Composites and Structures segments into a single organization, and explore the sale of our European Architectural business, our EBGI product lines and our interest in the TechFab joint venture, previously reported within the Reinforcements segment.
In December of 2006, we completed the sale of our interest in TechFab LLC (TechFab) to our joint venture partner for $22.0 million in cash. TechFab is headquartered in Anderson, SC and manufactures non-woven reinforcement materials used in the manufacture of construction and roofing materials, sail cloth and other specialty applications. As a result of the sale, we recognized an after-tax gain of $9.6 million in the fourth quarter of 2006.
In February of 2007, we completed the sale of our European Architectural business. Cash proceeds from the sale were $25.0 million. As a result of the sale, we recognized an after-tax gain of $6.5 million.
On August 6, 2007, we completed the sale of the EBGI portion of our reinforcements business. Cash proceeds from the sale, net of transaction costs, were $58.5 million, resulting in a net after-tax loss of $3.4 million. The sale includes up to $12.5 million of additional earnout payments contingent upon annual sales for three years of the Ballistics product line. Any additional payments will be recorded as income when earned.
With the completion of the EBGI sale, our previously announced portfolio review has reached a successful conclusion, resulting in total cash proceeds, before any earnout payments, of $105.5 million and a net after-tax gain of $12.7 million.
Results of Operations
We have two reportable segments: Composite Materials and Engineered Products. Although these segments provide customers with different products and services, they often overlap within three end business markets: Commercial Aerospace, Industrial and Space & Defense. Therefore, we also find it meaningful to evaluate the performance of our segments through the three end business markets. Further discussion and additional financial information about our segments may be found in Note 19 to the accompanying consolidated financial statements of this Annual Report on Form 10-K.
2007 Compared to 2006
Net Sales: Consolidated net sales of $1,171.1 million for 2007 were $121.6 million, or 11.6% higher than the $1,049.5 million of net sales for 2006. The increase was primarily attributable to sales growth within Commercial Aerospace. Had the same U.S. dollar, British Pound Sterling and Euro exchange rates applied in 2006 as in 2007 (in constant currency), consolidated net sales for 2007 would have been $87.0 million, or 8.0% higher than 2006 net sales of $1,084.1 million (restated in constant currency using 2007 rates).
The following table summarizes net sales to third-party customers by segment and end market segment in 2007 and 2006: