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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission file number 000-08408
WOODWARD, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
36-1984010 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
1081 Woodward Way, Fort Collins, Colorado |
|
80524 |
(Address of principal executive offices) |
|
(Zip Code) |
(970) 482-5811 |
(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 |
|
|
|
Common Stock, par value $0.001455 per share |
WWD |
NASDAQ Global Select Market |
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 ☒ No ☐
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). Yes ☒ No ☐
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ 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 ☒
As of August 3, 2023, 60,417,600 shares of the registrant’s common stock with a par value of $0.001455 per share were outstanding.
TABLE OF CONTENTS
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Page |
PART I – FINANCIAL INFORMATION |
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Item 1. |
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1 |
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1 |
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2 |
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3 |
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4 |
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5 |
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7 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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29 |
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29 |
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30 |
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31 |
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35 |
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Item 3. |
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41 |
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Item 4. |
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41 |
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PART II – OTHER INFORMATION |
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Item 1. |
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42 |
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Item 1A. |
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42 |
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Item 2. |
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43 |
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Item 5. |
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43 |
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Item 6. |
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43 |
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44 |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
WOODWARD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(Unaudited)
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|
Three Months Ended |
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Nine Months Ended |
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June 30, |
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June 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Net sales |
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$ |
800,663 |
|
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$ |
614,332 |
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$ |
2,137,496 |
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$ |
1,742,757 |
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Costs and expenses: |
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Cost of goods sold |
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596,251 |
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480,403 |
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1,649,473 |
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1,352,979 |
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Selling, general and administrative expenses |
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64,983 |
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46,490 |
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203,748 |
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152,920 |
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Research and development costs |
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35,033 |
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32,224 |
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100,034 |
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90,000 |
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Restructuring charges |
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— |
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— |
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5,172 |
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— |
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Interest expense |
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12,175 |
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8,533 |
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36,162 |
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25,036 |
|
Interest income |
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(516 |
) |
|
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(353 |
) |
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(1,390 |
) |
|
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(1,494 |
) |
Other (income) expense, net |
|
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(13,001 |
) |
|
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(3,252 |
) |
|
|
(33,431 |
) |
|
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(18,813 |
) |
Total costs and expenses |
|
|
694,925 |
|
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564,045 |
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1,959,768 |
|
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1,600,628 |
|
Earnings before income taxes |
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105,738 |
|
|
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50,287 |
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177,728 |
|
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142,129 |
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Income tax expense |
|
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21,139 |
|
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|
10,841 |
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|
|
28,012 |
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|
24,472 |
|
Net earnings |
|
$ |
84,599 |
|
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$ |
39,446 |
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$ |
149,716 |
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$ |
117,657 |
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Earnings per share: |
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Basic earnings per share |
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$ |
1.41 |
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$ |
0.65 |
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$ |
2.50 |
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$ |
1.90 |
|
Diluted earnings per share |
|
$ |
1.37 |
|
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$ |
0.64 |
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$ |
2.44 |
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$ |
1.84 |
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Weighted Average Common Shares Outstanding: |
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Basic |
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60,056 |
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60,506 |
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59,843 |
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62,052 |
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Diluted |
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61,591 |
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62,088 |
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61,250 |
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63,937 |
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See accompanying Notes to Condensed Consolidated Financial Statements
1
WOODWARD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
(Unaudited)
|
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Three Months Ended |
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Nine Months Ended |
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June 30, |
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June 30, |
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||||||||||
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2023 |
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2022 |
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2023 |
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|
2022 |
|
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Net earnings |
|
$ |
84,599 |
|
|
$ |
39,446 |
|
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$ |
149,716 |
|
|
$ |
117,657 |
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Other comprehensive earnings: |
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|
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|
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|
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Foreign currency translation adjustments |
|
|
(5,654 |
) |
|
|
(27,648 |
) |
|
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33,068 |
|
|
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(34,707 |
) |
Net gain (loss) on foreign currency transactions designated as hedges of net investments in foreign subsidiaries |
|
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139 |
|
|
|
2,887 |
|
|
|
(4,293 |
) |
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4,631 |
|
Taxes on changes in foreign currency translation adjustments |
|
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(353 |
) |
|
|
(2,424 |
) |
|
|
1,919 |
|
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(3,873 |
) |
Foreign currency translation and transactions adjustments, net of tax |
|
|
(5,868 |
) |
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(27,185 |
) |
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30,694 |
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(33,949 |
) |
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Unrealized (loss) gain on fair value adjustment of derivative instruments |
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(9,389 |
) |
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34,207 |
|
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(44,073 |
) |
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58,987 |
|
Reclassification of net realized loss (gain) on derivatives to earnings |
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(1,429 |
) |
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(26,968 |
) |
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44,377 |
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(43,299 |
) |
Taxes on changes in derivative transactions |
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433 |
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(254 |
) |
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99 |
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(549 |
) |
Derivative adjustments, net of tax |
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(10,385 |
) |
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6,985 |
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403 |
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15,139 |
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Amortization of pension and other postretirement plan: |
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|
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Net prior service cost |
|
|
179 |
|
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|
252 |
|
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|
539 |
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|
754 |
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Net (gain) loss |
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(212 |
) |
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|
177 |
|
|
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(615 |
) |
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|
551 |
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Foreign currency exchange rate changes on pension and other postretirement benefit plan liabilities |
|
|
(116 |
) |
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|
1,834 |
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|
395 |
|
|
|
2,456 |
|
Taxes on changes in pension and other postretirement benefit plan liability adjustments, net of foreign currency exchange rate changes |
|
|
92 |
|
|
|
(668 |
) |
|
|
219 |
|
|
|
(1,074 |
) |
Pension and other postretirement benefit plan adjustments, net of tax |
|
|
(57 |
) |
|
|
1,595 |
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|
|
538 |
|
|
|
2,687 |
|
Total comprehensive earnings |
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$ |
68,289 |
|
|
$ |
20,841 |
|
|
$ |
181,351 |
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|
$ |
101,534 |
|
See accompanying Notes to Condensed Consolidated Financial Statements
2
WOODWARD, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
|
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June 30, |
|
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September 30, |
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2023 |
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2022 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
|
$ |
114,107 |
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$ |
107,844 |
|
Accounts receivable, less allowance for uncollectible amounts of $8,700 and $3,922, respectively |
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|
732,805 |
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609,964 |
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Inventories |
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531,834 |
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514,287 |
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Income taxes receivable |
|
|
37,973 |
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|
|
5,179 |
|
Other current assets |
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|
73,758 |
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|
|
74,695 |
|
Total current assets |
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1,490,477 |
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|
|
1,311,969 |
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Property, plant and equipment, net |
|
|
910,544 |
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|
910,472 |
|
Goodwill |
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|
798,575 |
|
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|
772,559 |
|
Intangible assets, net |
|
|
472,894 |
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|
460,580 |
|
Deferred income tax assets |
|
|
25,133 |
|
|
|
23,447 |
|
Other assets |
|
|
311,940 |
|
|
|
327,419 |
|
Total assets |
|
$ |
4,009,563 |
|
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$ |
3,806,446 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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|
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Short-term debt |
|
$ |
23,500 |
|
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$ |
66,800 |
|
Current portion of long-term debt |
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|
75,914 |
|
|
|
856 |
|
Accounts payable |
|
|
223,091 |
|
|
|
230,519 |
|
Income taxes payable |
|
|
43,220 |
|
|
|
34,655 |
|
Accrued liabilities |
|
|
220,934 |
|
|
|
206,283 |
|
Total current liabilities |
|
|
586,659 |
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|
|
539,113 |
|
Long-term debt, less current portion |
|
|
651,443 |
|
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|
709,760 |
|
Deferred income tax liabilities |
|
|
138,180 |
|
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|
127,195 |
|
Other liabilities |
|
|
547,491 |
|
|
|
529,256 |
|
Total liabilities |
|
|
1,923,773 |
|
|
|
1,905,324 |
|
Commitments and contingencies (Note 22) |
|
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||
Stockholders' equity: |
|
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|
|
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|
||
Preferred stock, par value $0.003 per share, 10,000 shares authorized, no shares issued |
|
|
— |
|
|
|
— |
|
Common stock, par value $0.001455 per share, 150,000 shares authorized, 72,960 shares issued |
|
|
106 |
|
|
|
106 |
|
Additional paid-in capital |
|
|
326,712 |
|
|
|
293,540 |
|
Accumulated other comprehensive losses |
|
|
(60,928 |
) |
|
|
(92,563 |
) |
Deferred compensation |
|
|
2,817 |
|
|
|
6,781 |
|
Retained earnings |
|
|
2,839,187 |
|
|
|
2,727,233 |
|
|
|
|
3,107,894 |
|
|
|
2,935,097 |
|
Treasury stock at cost, 12,754 shares and 13,207 shares, respectively |
|
|
(1,019,287 |
) |
|
|
(1,027,194 |
) |
Treasury stock held for deferred compensation, at cost, 56 shares and, 139 shares, respectively |
|
|
(2,817 |
) |
|
|
(6,781 |
) |
Total stockholders' equity |
|
|
2,085,790 |
|
|
|
1,901,122 |
|
Total liabilities and stockholders' equity |
|
$ |
4,009,563 |
|
|
$ |
3,806,446 |
|
See accompanying Notes to Condensed Consolidated Financial Statements
3
WOODWARD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Nine Months Ended June 30, |
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2023 |
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2022 |
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Cash flows from operating activities: |
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Net earnings |
|
$ |
149,716 |
|
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$ |
117,657 |
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
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|
|
|
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Depreciation and amortization |
|
|
89,301 |
|
|
|
91,258 |
|
Net loss (gain) on sales of assets and businesses |
|
|
672 |
|
|
|
(1,545 |
) |
Stock-based compensation |
|
|
19,369 |
|
|
|
17,136 |
|
Deferred income taxes |
|
|
545 |
|
|
|
(56 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
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Trade accounts receivable |
|
|
(69,628 |
) |
|
|
(6,745 |
) |
Unbilled receivables (contract assets) |
|
|
(49,890 |
) |
|
|
(64,892 |
) |
Costs to fulfill a contract |
|
|
(9,279 |
) |
|
|
(13,541 |
) |
Inventories |
|
|
(7,443 |
) |
|
|
(93,818 |
) |
Accounts payable and accrued liabilities |
|
|
23,303 |
|
|
|
36,117 |
|
Contract liabilities |
|
|
15,229 |
|
|
|
8,420 |
|
Income taxes |
|
|
(29,635 |
) |
|
|
5,277 |
|
Retirement benefit obligations |
|
|
(779 |
) |
|
|
(3,442 |
) |
Other |
|
|
24,149 |
|
|
|
(5,810 |
) |
Net cash provided by operating activities |
|
|
155,630 |
|
|
|
86,016 |
|
|
|
|
|
|
|
|
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Cash flows from investing activities: |
|
|
|
|
|
|
||
Payments for purchase of property, plant, and equipment |
|
|
(57,142 |
) |
|
|
(37,105 |
) |
Proceeds from sale of assets |
|
|
477 |
|
|
|
4 |
|
Proceeds from sale of the renewable power systems business and other related business |
|
|
— |
|
|
|
6,000 |
|
Business acquisition, net of cash acquired |
|
|
878 |
|
|
|
— |
|
Payments for short-term investments |
|
|
(6,109 |
) |
|
|
(9,619 |
) |
Proceeds from sales of short-term investments |
|
|
7,692 |
|
|
|
11,305 |
|
Net cash (used in) investing activities |
|
|
(54,204 |
) |
|
|
(29,415 |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Cash dividends paid |
|
|
(37,762 |
) |
|
|
(33,572 |
) |
Proceeds from sales of treasury stock |
|
|
26,888 |
|
|
|
20,283 |
|
Payments for repurchases of common stock |
|
|
(26,369 |
) |
|
|
(440,233 |
) |
Borrowings on revolving lines of credit and short-term borrowings |
|
|
1,538,900 |
|
|
|
477,400 |
|
Payments on revolving lines of credit and short-term borrowings |
|
|
(1,582,200 |
) |
|
|
(428,200 |
) |
Payments of debt financing costs |
|
|
(2,236 |
) |
|
|
— |
|
Payments of long-term debt and finance lease obligations |
|
|
(536 |
) |
|
|
(644 |
) |
Net cash (used in) financing activities |
|
|
(83,315 |
) |
|
|
(404,966 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
(11,848 |
) |
|
|
(396 |
) |
Net change in cash and cash equivalents |
|
|
6,263 |
|
|
|
(348,761 |
) |
Cash and cash equivalents, including restricted cash, at beginning of year |
|
|
107,844 |
|
|
|
448,462 |
|
Cash and cash equivalents, including restricted cash, at end of period |
|
$ |
114,107 |
|
|
$ |
99,701 |
|
See accompanying Notes to Condensed Consolidated Financial Statements
4
WOODWARD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
|
Number of shares |
|
|
Stockholders' equity |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive (loss) earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Common |
|
|
Treasury |
|
|
Treasury |
|
|
Common |
|
|
Additional |
|
|
Foreign |
|
|
Unrealized |
|
|
Minimum retirement benefit liability adjustments |
|
|
Total |
|
|
Deferred |
|
|
Retained |
|
|
Treasury |
|
|
Treasury stock held for deferred compensation |
|
|
Total |
|
||||||||||||||
Balances as of April 1, 2022 |
|
72,960 |
|
|
|
(11,427 |
) |
|
|
(140 |
) |
|
$ |
106 |
|
|
$ |
287,766 |
|
|
$ |
(39,668 |
) |
|
$ |
(17,443 |
) |
|
$ |
(6,026 |
) |
|
$ |
(63,137 |
) |
|
$ |
6,678 |
|
|
$ |
2,656,590 |
|
|
$ |
(829,446 |
) |
|
$ |
(6,678 |
) |
|
$ |
2,051,879 |
|
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
39,446 |
|
|
|
— |
|
|
|
— |
|
|
|
39,446 |
|
Other comprehensive earnings (loss), net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(27,185 |
) |
|
|
6,985 |
|
|
|
1,595 |
|
|
|
(18,605 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(18,605 |
) |
Cash dividends paid ($0.1900 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,438 |
) |
|
|
— |
|
|
|
— |
|
|
|
(11,438 |
) |
Sales of treasury stock |
|
— |
|
|
|
18 |
|
|
|
— |
|
|
|
— |
|
|
|
(45 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
815 |
|
|
|
— |
|
|
|
770 |
|
Purchase of treasury stock |
|
— |
|
|
|
(1,394 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(155,618 |
) |
|
|
— |
|
|
|
(155,618 |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,179 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,179 |
|
Purchases/transfers of stock by/to deferred compensation |
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
68 |
|
|
|
— |
|
|
|
— |
|
|
|
(68 |
) |
|
|
— |
|
Distribution of stock from deferred compensation plan |
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15 |
|
|
|
— |
|
|
|
— |
|
|
|
(15 |
) |
|
|
— |
|
Balances as of June 30, 2022 |
|
72,960 |
|
|
|
(12,803 |
) |
|
|
(140 |
) |
|
$ |
106 |
|
|
$ |
290,900 |
|
|
$ |
(66,853 |
) |
|
$ |
(10,458 |
) |
|
$ |
(4,431 |
) |
|
$ |
(81,742 |
) |
|
$ |
6,761 |
|
|
$ |
2,684,598 |
|
|
$ |
(984,249 |
) |
|
$ |
(6,761 |
) |
|
$ |
1,909,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances as of April 1, 2023 |
|
72,960 |
|
|
|
(13,022 |
) |
|
|
(67 |
) |
|
$ |
106 |
|
|
$ |
321,441 |
|
|
$ |
(49,932 |
) |
|
$ |
4,573 |
|
|
$ |
741 |
|
|
$ |
(44,618 |
) |
|
$ |
3,319 |
|
|
$ |
2,767,813 |
|
|
$ |
(1,032,688 |
) |
|
$ |
(3,319 |
) |
|
$ |
2,012,054 |
|
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
84,599 |
|
|
|
— |
|
|
|
— |
|
|
|
84,599 |
|
Other comprehensive earnings (loss), net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,868 |
) |
|
|
(10,385 |
) |
|
|
(57 |
) |
|
|
(16,310 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16,310 |
) |
Cash dividends paid ($0.2200 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,225 |
) |
|
|
— |
|
|
|
— |
|
|
|
(13,225 |
) |
Sales of treasury stock |
|
— |
|
|
|
268 |
|
|
|
— |
|
|
|
— |
|
|
|
1,440 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13,401 |
|
|
|
— |
|
|
|
14,841 |
|
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,831 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,831 |
|
Purchases/transfers of stock by/to deferred compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34 |
|
|
|
— |
|
|
|
— |
|
|
|
(34 |
) |
|
|
— |
|
Distribution of stock from deferred compensation plan |
|
— |
|
|
|
— |
|
|
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(536 |
) |
|
|
— |
|
|
|
— |
|
|
|
536 |
|
|
|
— |
|
Balances as of June 30, 2023 |
|
72,960 |
|
|
|
(12,754 |
) |
|
|
(56 |
) |
|
$ |
106 |
|
|
$ |
326,712 |
|
|
$ |
(55,800 |
) |
|
$ |
(5,812 |
) |
|
$ |
684 |
|
|
$ |
(60,928 |
) |
|
$ |
2,817 |
|
|
$ |
2,839,187 |
|
|
$ |
(1,019,287 |
) |
|
$ |
(2,817 |
) |
|
$ |
2,085,790 |
|
See accompanying Notes to Condensed Consolidated Financial Statements
5
WOODWARD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
|
Number of shares |
|
|
Stockholders' equity |
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive (loss) earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Common |
|
|
Treasury |
|
|
Treasury |
|
|
Common |
|
|
Additional |
|
|
Foreign |
|
|
Unrealized |
|
|
Minimum retirement benefit liability adjustments |
|
|
Total |
|
|
Deferred |
|
|
Retained |
|
|
Treasury |
|
|
Treasury |
|
|
Total stockholders' |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances as of September 30, 2021 |
|
72,960 |
|
|
|
(9,702 |
) |
|
|
(167 |
) |
|
$ |
106 |
|
|
$ |
261,735 |
|
|
$ |
(32,904 |
) |
|
$ |
(25,597 |
) |
|
$ |
(7,118 |
) |
|
|
(65,619 |
) |
|
$ |
7,949 |
|
|
$ |
2,600,513 |
|
|
$ |
(581,954 |
) |
|
$ |
(7,949 |
) |
|
$ |
2,214,781 |
|
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
117,657 |
|
|
|
— |
|
|
|
— |
|
|
|
117,657 |
|
Other comprehensive earnings (loss), net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(33,949 |
) |
|
|
15,139 |
|
|
|
2,687 |
|
|
|
(16,123 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16,123 |
) |
Cash dividends paid ($0.5425 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(33,572 |
) |
|
|
— |
|
|
|
— |
|
|
|
(33,572 |
) |
Sales of treasury stock |
|
— |
|
|
|
423 |
|
|
|
— |
|
|
|
— |
|
|
|
1,428 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18,855 |
|
|
|
— |
|
|
|
20,283 |
|
Common shares issued for benefit plans |
|
— |
|
|
|
150 |
|
|
|
— |
|
|
|
— |
|
|
|
10,601 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,567 |
|
|
|
— |
|
|
|
17,168 |
|
Purchase of treasury stock |
|
— |
|
|
|
(3,674 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(427,717 |
) |
|
|
— |
|
|
|
(427,717 |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,136 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,136 |
|
Purchases/transfers of stock by/to deferred compensation |
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
183 |
|
|
|
— |
|
|
|
— |
|
|
|
(183 |
) |
|
|
— |
|
Distribution of stock from deferred compensation plan |
|
— |
|
|
|
— |
|
|
|
29 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,371 |
) |
|
|
— |
|
|
|
— |
|
|
|
1,371 |
|
|
|
— |
|
Balances as of June 30, 2022 |
|
72,960 |
|
|
|
(12,803 |
) |
|
|
(140 |
) |
|
$ |
106 |
|
|
$ |
290,900 |
|
|
$ |
(66,853 |
) |
|
$ |
(10,458 |
) |
|
$ |
(4,431 |
) |
|
$ |
(81,742 |
) |
|
$ |
6,761 |
|
|
$ |
2,684,598 |
|
|
$ |
(984,249 |
) |
|
$ |
(6,761 |
) |
|
$ |
1,909,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances as of September 30, 2022 |
|
72,960 |
|
|
|
(13,207 |
) |
|
|
(139 |
) |
|
$ |
106 |
|
|
$ |
293,540 |
|
|
$ |
(86,494 |
) |
|
$ |
(6,215 |
) |
|
$ |
146 |
|
|
$ |
(92,563 |
) |
|
$ |
6,781 |
|
|
$ |
2,727,233 |
|
|
$ |
(1,027,194 |
) |
|
$ |
(6,781 |
) |
|
$ |
1,901,122 |
|
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
149,716 |
|
|
|
— |
|
|
|
— |
|
|
|
149,716 |
|
Other comprehensive earnings (loss), net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30,694 |
|
|
|
403 |
|
|
|
538 |
|
|
|
31,635 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
31,635 |
|
Cash dividends paid ($0.6300 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(37,762 |
) |
|
|
— |
|
|
|
— |
|
|
|
(37,762 |
) |
Sales of treasury stock |
|
— |
|
|
|
538 |
|
|
|
— |
|
|
|
— |
|
|
|
2,860 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25,752 |
|
|
|
— |
|
|
|
28,612 |
|
Common shares issued for benefit plans |
|
— |
|
|
|
189 |
|
|
|
— |
|
|
|
— |
|
|
|
10,943 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,524 |
|
|
|
— |
|
|
|
19,467 |
|
Purchase of treasury stock |
|
— |
|
|
|
(274 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(26,369 |
) |
|
|
— |
|
|
|
(26,369 |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19,369 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19,369 |
|
Purchases/transfers of stock by/to deferred compensation |
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
146 |
|
|
|
— |
|
|
|
— |
|
|
|
(146 |
) |
|
|
— |
|
Distribution of stock from deferred compensation plan |
|
— |
|
|
|
— |
|
|
|
84 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,110 |
) |
|
|
— |
|
|
|
— |
|
|
|
4,110 |
|
|
|
— |
|
Balances as of June 30, 2023 |
|
72,960 |
|
|
|
(12,754 |
) |
|
|
(56 |
) |
|
$ |
106 |
|
|
$ |
326,712 |
|
|
$ |
(55,800 |
) |
|
$ |
(5,812 |
) |
|
$ |
684 |
|
|
$ |
(60,928 |
) |
|
$ |
2,817 |
|
|
$ |
2,839,187 |
|
|
$ |
(1,019,287 |
) |
|
$ |
(2,817 |
) |
|
$ |
2,085,790 |
|
See accompanying Notes to Condensed Consolidated Financial Statements
6
WOODWARD, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Note 1. Basis of presentation
The Condensed Consolidated Financial Statements of Woodward, Inc. (“Woodward” or the “Company”) as of June 30, 2023 and for the three and nine months ended June 30, 2023 and 2022, included herein, have not been audited by an independent registered public accounting firm. These unaudited Condensed Consolidated Financial Statements reflect all normal recurring adjustments that, in the opinion of management, are necessary to present fairly Woodward’s financial position as of June 30, 2023, and the statements of earnings, comprehensive earnings, cash flows, and changes in stockholders’ equity for the periods presented herein. The results of operations for the three and nine months ended June 30, 2023 and 2022 are not necessarily indicative of the operating results to be expected for other interim periods or for the full fiscal year. Dollar and share amounts contained in these unaudited Condensed Consolidated Financial Statements are in thousands, except per share amounts, unless otherwise noted.
The unaudited Condensed Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in Woodward’s most recent Annual Report on Form 10-K filed with the SEC and other financial information filed with the SEC.
Management is required to use estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported revenues and expenses recognized during the reporting period, and certain financial statement disclosures, in the preparation of the unaudited Condensed Consolidated Financial Statements included herein. Significant estimates in these unaudited Condensed Consolidated Financial Statements include allowances for credit losses; net realizable value of inventories; variable consideration including customer rebates earned and payable and early payment discounts; warranty reserves; useful lives of property and identifiable intangible assets; the evaluation of impairments of property, intangible assets, and goodwill; the provision for income tax and related valuation reserves; the valuation of derivative instruments; assumptions used in the determination of the funded status and annual expense of pension and postretirement employee benefit plans; the valuation of stock compensation instruments granted to employees, board members and any other eligible recipients; estimates of incremental borrowing rates used when estimating the present value of future lease payments; assumptions used when including renewal options or non-exercise of termination options in lease terms; estimates of total lifetime sales used in the recognition of revenue of deferred material rights and balance sheet classification of the related contract liability; estimates of total sales contract costs when recognizing revenue under the cost-to-cost method; and contingencies. Actual results could vary from Woodward’s estimates.
Note 2. New accounting standards
From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”).
In the time since the Company filed its most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2022, no new accounting standards have been issued, or are pending issuance, that are expected to have a material impact on the Condensed Consolidated Financial Statements upon adoption.
7
Note 3. Revenue
The amount of revenue recognized as point in time or over time follows:
|
|
Three Months Ended June 30, 2023 |
|
|
Three Months Ended June 30, 2022 |
|
||||||||||||||||||
|
|
Aerospace |
|
|
Industrial |
|
|
Consolidated |
|
|
Aerospace |
|
|
Industrial |
|
|
Consolidated |
|
||||||
Point in time |
|
$ |
194,807 |
|
|
$ |
208,597 |
|
|
$ |
403,404 |
|
|
$ |
154,323 |
|
|
$ |
119,808 |
|
|
$ |
274,131 |
|
Over time |
|
|
285,724 |
|
|
|
111,535 |
|
|
|
397,259 |
|
|
|
247,389 |
|
|
|
92,812 |
|
|
|
340,201 |
|
Total net sales |
|
$ |
480,531 |
|
|
$ |
320,132 |
|
|
$ |
800,663 |
|
|
$ |
401,712 |
|
|
$ |
212,620 |
|
|
$ |
614,332 |
|
|
|
Nine Months Ended June 30, 2023 |
|
|
Nine Months Ended June 30, 2022 |
|
||||||||||||||||||
|
|
Aerospace |
|
|
Industrial |
|
|
Consolidated |
|
|
Aerospace |
|
|
Industrial |
|
|
Consolidated |
|
||||||
Point in time |
|
$ |
552,895 |
|
|
$ |
526,096 |
|
|
$ |
1,078,991 |
|
|
$ |
428,212 |
|
|
$ |
367,019 |
|
|
$ |
795,231 |
|
Over time |
|
|
760,338 |
|
|
|
298,167 |
|
|
|
1,058,505 |
|
|
|
682,692 |
|
|
|
264,834 |
|
|
|
947,526 |
|
Total net sales |
|
$ |
1,313,233 |
|
|
$ |
824,263 |
|
|
$ |
2,137,496 |
|
|
$ |
1,110,904 |
|
|
$ |
631,853 |
|
|
$ |
1,742,757 |
|
Accounts Receivable
Accounts receivable consisted of the following:
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Billed receivables |
|
|
|
|
|
|
||
Trade accounts receivable |
|
$ |
408,601 |
|
|
$ |
359,364 |
|
Other (Chinese financial institutions) |
|
|
38,098 |
|
|
|
9,405 |
|
Total billed receivables |
|
|
446,699 |
|
|
|
368,769 |
|
Current unbilled receivables (contract assets) |
|
|
294,806 |
|
|
|
245,117 |
|
Total accounts receivable |
|
|
741,505 |
|
|
|
613,886 |
|
Less: Allowance for uncollectible amounts |
|
|
(8,700 |
) |
|
|
(3,922 |
) |
Total accounts receivable, net |
|
$ |
732,805 |
|
|
$ |
609,964 |
|
As of June 30, 2023, “Other assets” on the Condensed Consolidated Balance Sheets includes $10,099 of unbilled receivables not expected to be invoiced and collected within a period of twelve months, compared to $6,649 as of September 30, 2022.
Accounts receivable in Woodward’s Condensed Consolidated Financial Statements represent the net amount expected to be collected, and an allowance for uncollectible amounts related to credit losses is established based on expected losses. Expected losses are estimated by reviewing specific customer accounts, taking into consideration accounts receivable aging, credit risk of the customers, and historical payment history, as well as current and forecasted economic conditions and other relevant factors.
The allowance for uncollectible amounts and change in expected credit losses for trade accounts receivable and unbilled receivables (contract assets) consisted of the following:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Balance, beginning |
|
$ |
9,949 |
|
|
$ |
3,141 |
|
|
$ |
3,922 |
|
|
$ |
3,664 |
|
Changes in estimates |
|
|
77 |
|
|
|
356 |
|
|
|
6,463 |
|
|
|
783 |
|
Write-offs |
|
|
(1,271 |
) |
|
|
— |
|
|
|
(1,601 |
) |
|
|
(43 |
) |
Other1 |
|
|
(55 |
) |
|
|
(454 |
) |
|
|
(84 |
) |
|
|
(1,361 |
) |
Balance, ending |
|
$ |
8,700 |
|
|
$ |
3,043 |
|
|
$ |
8,700 |
|
|
$ |
3,043 |
|
8
Contract liabilities
Contract liabilities consisted of the following:
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||||||||||
|
|
Current |
|
|
Noncurrent |
|
|
Current |
|
|
Noncurrent |
|
||||
Deferred revenue from material rights from GE joint venture formation |
|
$ |
6,049 |
|
|
$ |
235,686 |
|
|
$ |
5,754 |
|
|
$ |
234,516 |
|
Deferred revenue from advanced invoicing and/or prepayments from customers |
|
|
4,771 |
|
|
|
3,277 |
|
|
|
4,120 |
|
|
|
38 |
|
Liability related to customer supplied inventory |
|
|
12,841 |
|
|
|
— |
|
|
|
12,442 |
|
|
|
— |
|
Deferred revenue from material rights related to engineering and development funding |
|
|
7,906 |
|
|
|
173,645 |
|
|
|
8,347 |
|
|
|
161,791 |
|
Net contract liabilities |
|
$ |
31,567 |
|
|
$ |
412,608 |
|
|
$ |
30,663 |
|
|
$ |
396,345 |
|
Woodward recognized revenue of $4,645 in the three months and $18,829 in the nine months ended June 30, 2023 from contract liabilities balances recorded as of October 1, 2022, compared to $5,140 in the three months ended and $18,359 in the nine months ended June 30, 2022 from contract liabilities balances recorded as of October 1, 2021.
Remaining performance obligations
Remaining performance obligations related to the aggregate amount of the total contract transaction price of firm orders for which the performance obligation has not yet been recognized in revenue as of June 30, 2023 was $2,120,096, compared to $1,558,588 as of September 30, 2022, the majority of which relates to Woodward’s Aerospace segment in both periods. Woodward expects to recognize almost all of these remaining performance obligations within two years after June 30, 2023.
Remaining performance obligations related to material rights that have not yet been recognized in revenue as of June 30, 2023 was $481,417, compared to $448,370 as of September 30, 2022, of which $4,594 is expected to be recognized in the remainder of fiscal year 2023, $15,510 is expected to be recognized in fiscal year 2024, and the remaining balance is expected to be recognized thereafter. Woodward expects to recognize revenue from performance obligations related to material rights over the life of the underlying programs, which may be as long as forty years.
Disaggregation of Revenue
Woodward designs, produces, and services reliable, efficient, low-emission, and high-performance energy control products for diverse applications in markets throughout the world. Woodward reports financial results for each of its Aerospace and Industrial reportable segments. Woodward further disaggregates its revenue from contracts with customers by primary market as Woodward believes this best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors.
Revenue by primary market for the Aerospace reportable segment was as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Commercial OEM |
|
$ |
186,173 |
|
|
$ |
131,968 |
|
|
$ |
484,319 |
|
|
$ |
359,683 |
|
Commercial aftermarket |
|
|
139,518 |
|
|
|
108,695 |
|
|
|
405,606 |
|
|
|
303,335 |
|
Defense OEM |
|
|
101,008 |
|
|
|
115,205 |
|
|
|
278,577 |
|
|
|
318,392 |
|
Defense aftermarket |
|
|
53,832 |
|
|
|
45,844 |
|
|
|
144,731 |
|
|
|
129,494 |
|
Total Aerospace segment net sales |
|
$ |
480,531 |
|
|
$ |
401,712 |
|
|
$ |
1,313,233 |
|
|
$ |
1,110,904 |
|
Revenue by primary market for the Industrial reportable segment was as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Reciprocating engines |
|
$ |
242,040 |
|
|
$ |
154,090 |
|
|
$ |
612,655 |
|
|
$ |
469,087 |
|
Industrial turbines |
|
|
78,092 |
|
|
|
58,530 |
|
|
|
211,608 |
|
|
|
162,766 |
|
Total Industrial segment net sales |
|
$ |
320,132 |
|
|
$ |
212,620 |
|
|
$ |
824,263 |
|
|
$ |
631,853 |
|
9
The customers who each account for approximately 10% or more of net sales of each of Woodward’s reportable segments are as follows:
|
|
Three Months Ended June 30, 2023 |
|
Three Months Ended June 30, 2022 |
Aerospace |
|
Raytheon Technologies, General Electric Company, |
|
The Boeing Company, Raytheon Technologies, |
Industrial |
|
Weichai Westport, Rolls-Royce PLC, Caterpillar, Inc. |
|
Rolls-Royce PLC, Wartsila, Caterpillar, Inc. |
|
|
Nine Months Ended June 30, 2023 |
|
Nine Months Ended June 30, 2022 |
Aerospace |
|
Raytheon Technologies, General Electric Company, |
|
Raytheon Technologies, The Boeing Company, |
Industrial |
|
Rolls-Royce PLC, Caterpillar, Inc. |
|
Rolls-Royce PLC, Wartsila, Caterpillar, Inc. |
Note 4. Earnings per share
Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted-average number of shares of common stock outstanding for the period.
Diluted earnings per share reflects the weighted-average number of shares outstanding after consideration of the dilutive effect of stock options and restricted stock.
The following is a reconciliation of net earnings to basic earnings per share and diluted earnings per share:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings |
|
$ |
84,599 |
|
|
$ |
39,446 |
|
|
$ |
149,716 |
|
|
$ |
117,657 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic shares outstanding |
|
|
60,056 |
|
|
|
60,506 |
|
|
|
59,843 |
|
|
|
62,052 |
|
Dilutive effect of stock options and restricted stock |
|
|
1,535 |
|
|
|
1,582 |
|
|
|
1,407 |
|
|
|
1,885 |
|
Diluted shares outstanding |
|
|
61,591 |
|
|
|
62,088 |
|
|
|
61,250 |
|
|
|
63,937 |
|
Income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per share |
|
$ |
1.41 |
|
|
$ |
0.65 |
|
|
$ |
2.50 |
|
|
$ |
1.90 |
|
Diluted earnings per share |
|
$ |
1.37 |
|
|
$ |
0.64 |
|
|
$ |
2.44 |
|
|
$ |
1.84 |
|
The following stock option grants were outstanding but were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Options |
|
|
564 |
|
|
|
1,048 |
|
|
|
1,554 |
|
|
|
479 |
|
Weighted-average option price |
|
$ |
114.70 |
|
|
$ |
110.49 |
|
|
$ |
102.06 |
|
|
$ |
117.45 |
|
The weighted-average shares of common stock outstanding for basic and diluted earnings per share included the weighted-average treasury stock shares held for deferred compensation obligations of the following:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Weighted-average treasury stock shares held for deferred compensation obligations |
|
|
62 |
|
|
|
140 |
|
|
|
96 |
|
|
|
154 |
|
10
Note 5. Leases
Lessee arrangements
Woodward has entered into operating leases for certain facilities and equipment with terms in excess of one year under agreements that expire at various dates. Some leases require the payment of property taxes, insurance, maintenance costs, or other similar costs in addition to rental payments. Woodward has also entered into finance leases for equipment with terms in excess of one year under agreements that expire at various dates.
Lease-related assets and liabilities were as follows:
|
|
Classification on the Condensed Consolidated Balance Sheets |
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Assets: |
|
|
|
|
|
|
|
|
||
Operating lease |
|
Other assets |
|
$ |
25,100 |
|
|
$ |
25,144 |
|
Finance lease |
|
Property, plant and equipment, net |
|
|
4,396 |
|
|
|
5,474 |
|
Total lease assets |
|
|
|
$ |
29,496 |
|
|
$ |
30,618 |
|
|
|
|
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
|
|
||
Operating lease |
|
Accrued liabilities |
|
$ |
4,764 |
|
|
$ |
4,587 |
|
Finance lease |
|
Current portion of long-term debt |
|
|
914 |
|
|
|
856 |
|
Noncurrent liabilities: |
|
|
|
|
|
|
|
|
||
Operating lease |
|
Other liabilities |
|
|
20,924 |
|
|
|
21,443 |
|
Finance lease |
|
Long-term debt, less current portion |
|
|
3,770 |
|
|
|
4,405 |
|
Total lease liabilities |
|
|
|
$ |
30,372 |
|
|
$ |
31,291 |
|
Lease-related expenses were as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Operating lease expense |
|
$ |
1,563 |
|
|
$ |
1,549 |
|
|
$ |
4,636 |
|
|
$ |
4,809 |
|
Amortization of finance lease assets |
|
|
251 |
|
|
|
116 |
|
|
|
663 |
|
|
|
290 |
|
Interest on finance lease liabilities |
|
|
43 |
|
|
|
14 |
|
|
|
117 |
|
|
|
30 |
|
Variable lease expense |
|
|
225 |
|
|
|
226 |
|
|
|
680 |
|
|
|
832 |
|
Short-term lease expense |
|
|
44 |
|
|
|
44 |
|
|
|
152 |
|
|
|
134 |
|
Sublease (income)1 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(192 |
) |
Total lease expense |
|
$ |
2,126 |
|
|
$ |
1,949 |
|
|
$ |
6,248 |
|
|
$ |
5,903 |
|
Lease-related supplemental cash flow information was as follows:
|
|
Nine Months Ended June 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows for operating leases |
|
$ |
3,879 |
|
|
$ |
4,136 |
|
Operating cash flows for finance leases |
|
|
117 |
|
|
|
30 |
|
Financing cash flows for finance leases |
|
|
535 |
|
|
|
690 |
|
Right-of-use assets obtained in exchange for recorded lease obligations: |
|
|
|
|
|
|
||
Operating leases |
|
|
1,841 |
|
|
|
9,997 |
|
Finance leases |
|
|
48 |
|
|
|
1,260 |
|
Lessor arrangements
Woodward has assessed its manufacturing contracts and concluded that certain of the contracts for the manufacture of customer products met the criteria to be considered a leasing arrangement (“embedded leases”) with Woodward as the lessor. The specific manufacturing contracts that met the criteria were those that utilized Woodward property, plant, and equipment and which are substantially (more than 90%) dedicated to the manufacturing of the product(s) for a single customer. Woodward has dedicated manufacturing lines with four of its customers representing embedded leases, all of which qualified as operating leases with undefined quantities of future customer purchase commitments.
11
Although Woodward expects to allocate some portion of future net sales to these customers to embedded lessor arrangements, it cannot provide expected future undiscounted lease payments from property, plant, and equipment leased to customers as of June 30, 2023. If, in the future, customers reduce purchases of related products from Woodward, the Company believes it will derive additional value from the underlying equipment by repurposing its use to support other customer arrangements.
Revenue from contracts with customers that included embedded operating leases, which is included in “Net sales” in the Condensed Consolidated Statements of Earnings, was $1,466 for the three months and $4,252 for the nine months ended June 30, 2023, compared to $1,303 for the three months and $3,969 for the nine months ended June 30, 2022.
The carrying amount of property, plant, and equipment leased to others through embedded leasing arrangements, included in “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets, follows:
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Property, plant and equipment leased through embedded leasing arrangements |
|
$ |
46,916 |
|
|
$ |
44,912 |
|
Less accumulated depreciation |
|
|
(28,249 |
) |
|
|
(25,508 |
) |
Property, plant and equipment leased through embedded leasing arrangements, net |
|
$ |
18,667 |
|
|
$ |
19,404 |
|
Note 6. Joint venture
In fiscal year 2016, Woodward and General Electric Company (“GE”), acting through its GE Aviation business unit, consummated the formation of a strategic joint venture between Woodward and GE (the “JV”) to develop, manufacture, and support fuel systems for specified existing and all future GE commercial aircraft engines that produce thrust in excess of fifty thousand pounds.
Unamortized deferred revenue from material rights in connection with the JV formation included:
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Accrued liabilities |
|
$ |
6,049 |
|
|
$ |
5,754 |
|
Other liabilities |
|
|
235,686 |
|
|
|
234,516 |
|
Amortization of the deferred revenue (material right) recognized as an increase to sales was $1,395 for the three months and $3,429 for the nine months ended June 30, 2023, and $905 for the three months and $2,632 for the nine months ended June 30, 2022.
As part of the JV formation, GE pays contingent consideration to Woodward consisting of fifteen annual payments of $4,894 per year, which began in the third quarter of fiscal year 2017, subject to certain claw-back conditions. Woodward received its annual payments of $4,894 during the three months ended March 31, 2023 and 2022, which were recorded as deferred income and included in “Net cash provided by operating activities” on the Condensed Consolidated Statements of Cash Flows.
Other income related to Woodward’s equity interest in the earnings of the JV was as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Other income |
|
$ |
8,836 |
|
|
$ |
3,860 |
|
|
$ |
21,877 |
|
|
$ |
12,675 |
|
Cash distributions to Woodward from the JV, recognized in “Other, net” in “Net cash provided by operating activities” on the Condensed Consolidated Statements of Cash Flows, were as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Cash distributions |
|
$ |
9,000 |
|
|
$ |
4,000 |
|
|
$ |
19,000 |
|
|
$ |
13,000 |
|
Net sales to the JV were as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net sales1 |
|
$ |
11,568 |
|
|
$ |
6,698 |
|
|
$ |
25,365 |
|
|
$ |
19,245 |
|
12
The Condensed Consolidated Balance Sheets include “Accounts receivable” related to amounts the JV owed Woodward, “Accounts payable” related to amounts Woodward owed the JV, and “Other assets” related to Woodward’s net investment in the JV, as follows:
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Accounts receivable |
|
$ |
6,756 |
|
|
$ |
4,172 |
|
Accounts payable |
|
|
5,092 |
|
|
|
4,069 |
|
Other assets |
|
|
11,059 |
|
|
|
8,181 |
|
Note 7. Financial instruments and fair value measurements
The table below presents information about Woodward’s financial assets that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques Woodward utilized to determine such fair value as defined by the U.S. GAAP fair value hierarchy.
|
|
At June 30, 2023 |
|
|
At September 30, 2022 |
|
||||||||||||||||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments in term deposits with foreign banks |
|
$ |
28,313 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
28,313 |
|
|
$ |
37,605 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
37,605 |
|
Equity securities |
|
|
26,549 |
|
|
|
— |
|
|
|
— |
|
|
|
26,549 |
|
|
|
22,800 |
|
|
|
— |
|
|
|
— |
|
|
|
22,800 |
|
Cross-currency interest rate swaps |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38,168 |
|
|
|
— |
|
|
|
38,168 |
|
Total financial assets |
|
$ |
54,862 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
54,862 |
|
|
$ |
60,405 |
|
|
$ |
38,168 |
|
|
$ |
— |
|
|
$ |
98,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cross-currency interest rate swaps |
|
$ |
— |
|
|
$ |
1,987 |
|
|
$ |
— |
|
|
$ |
1,987 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Total financial liabilities |
|
$ |
— |
|
|
$ |
1,987 |
|
|
$ |
— |
|
|
$ |
1,987 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Investments in term deposits with foreign banks: Woodward’s foreign subsidiaries sometimes invest excess cash in various highly liquid financial instruments that Woodward believes are with creditworthy financial institutions. Such investments are reported in “Cash and cash equivalents” at fair value, with realized gains from interest income recognized in earnings. The carrying value of Woodward’s investments in term deposits with foreign banks are considered equal to the fair value given the highly liquid nature of the investments.
Equity securities: Woodward holds marketable equity securities, through investments in various mutual funds, related to its deferred compensation program. Based on Woodward’s intentions regarding these instruments, marketable equity securities are classified as trading securities. The trading securities are reported at fair value, with realized gains and losses recognized in “Other (income) expense, net” on the Condensed Consolidated Statements of Earnings. The trading securities are included in “Other assets” in the Condensed Consolidated Balance Sheets. The fair values of Woodward’s trading securities are based on the quoted market prices for the net asset value of the various mutual funds.
Cross-currency interest rate swaps: Woodward holds cross-currency interest rate swaps, which are accounted for at fair value. The swaps in an asset position are included in “Other current assets” and “Other assets,” and swaps in a liability position are included in “Accrued liabilities” and “Other liabilities” in the Condensed Consolidated Balance Sheets. The fair values of Woodward’s cross-currency interest rate swaps are determined using a market approach that is based on observable inputs other than quoted market prices, including contract terms, interest rates, currency rates, and other market factors.
Cash, trade accounts receivable, accounts payable, and short-term borrowings are not remeasured to fair value, as the carrying cost of each approximates its respective fair value.
13
The estimated fair values and carrying costs of other financial instruments that are not required to be remeasured at fair value in the Condensed Consolidated Balance Sheets were as follows:
|
|
|
|
At June 30, 2023 |
|
|
At September 30, 2022 |
|
||||||||||
|
|
Fair Value |
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Notes receivable from municipalities |
|
2 |
|
$ |
8,974 |
|
|
$ |
8,794 |
|
|
$ |
9,010 |
|
|
$ |
8,992 |
|
Investments in short-term time deposits |
|
2 |
|
|
6,159 |
|
|
|
6,189 |
|
|
|
8,026 |
|
|
|
7,893 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt |
|
2 |
|
|
674,844 |
|
|
|
728,590 |
|
|
|
646,696 |
|
|
|
712,054 |
|
In connection with certain economic incentives related to Woodward’s development of a second campus in the greater-Rockford, Illinois area for its Aerospace segment and Woodward’s development of a new campus at its corporate headquarters in Fort Collins, Colorado, Woodward received long-term notes from municipalities within the states of Illinois and Colorado. The fair value of the long-term notes was estimated based on a model that discounted future principal and interest payments received at an interest rate available to Woodward at the end of the period for similarly rated municipal notes of similar maturity, which is a level 2 input as defined by the U.S. GAAP fair value hierarchy. The interest rates used to estimate the fair value of the long-term notes were 2.7% at June 30, 2023 and 3.5% at September 30, 2022.
From time to time, certain of Woodward’s foreign subsidiaries will invest excess cash in short-term time deposits with a fixed maturity date of longer than three months but less than one year from the date of the deposit. Woodward believes that the investments are with creditworthy financial institutions. The fair value of the investments in short-term time deposits was estimated based on a model that discounted future principal and interest payments to be received at an interest rate available to the foreign subsidiary entering into the investment for similar short-term time deposits of similar maturity. This was determined to be a level 2 input as defined by the U.S. GAAP fair value hierarchy. The interest rates used to estimate the fair value of the short-term time deposits were 7.0% at June 30, 2023 and 6.1% at September 30, 2022.
The fair value of long-term debt was estimated based on the prices of debt of comparable type and maturity available to Woodward at the end of the period, which is a level 2 input as defined by the U.S. GAAP fair value hierarchy. The weighted-average interest rates used to estimate the fair value of long-term debt were 5.6% at June 30, 2023 and September 30, 2022.
Woodward does not have expected credit losses related to any financial assets that are not required to be remeasured at fair value.
Note 8. Derivative instruments and hedging activities
Derivative instruments not designated or qualifying as hedging instruments
In May 2020, Woodward entered into a floating-rate cross-currency interest rate swap (the “2020 Floating-Rate Cross-Currency Swap”), with a notional value of $45,000, and five fixed-rate cross-currency interest rate swap agreements (the “2020 Fixed-Rate Cross-Currency Swaps”), with an aggregate notional value of $400,000, which effectively reduced the interest rates on the underlying fixed and floating-rate debt, respectively, under the 2018 Notes (as defined in Note 15, Credit Facilities, short-term borrowings and long-term debt, in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of Woodward’s most recently filed Form 10-K) and Woodward’s then existing revolving credit agreement.
The net interest income of the cross-currency interest rate swaps is recorded as a reduction to “Interest expense” in Woodward’s Condensed Consolidated Statements of Earnings. The 2020 Floating-Rate Cross-Currency Swap expired on May 31, 2023 and, as such, is no longer recorded on the Condensed Consolidated Balance Sheets. During the nine months ended June 30, 2023, $63 was reclassified from Accumulated other comprehensive losses to interest expense on the Condensed Consolidated Statement of Earnings. As of June 30, 2023, the total notional value of the 2020 Fixed-Rate Cross-Currency Swaps was $400,000. See Note 7, Financial Instruments and fair value measurements for the related fair value of the derivative instruments as of June 30, 2023.
Derivatives instruments in fair value hedging relationships
In May 2020, Woodward entered into a US dollar denominated intercompany loan payable with identical terms and notional value as the 2020 Floating-Rate Cross-Currency Swap, together with a reciprocal intercompany floating-rate cross-currency interest rate swap. The agreements were entered into by Woodward Barbados Euro Financing SRL (“Euro Barbados”), a wholly owned subsidiary of Woodward. The US dollar denominated intercompany loan and reciprocal intercompany floating-rate cross-currency interest rate swap are designated as a fair value hedge under the criteria prescribed in ASC 815.
14
The objective of the derivative instrument is to hedge against the foreign currency exchange risk attributable to the spot remeasurement of the US dollar denominated intercompany loan, as Euro Barbados maintains a Euro functional currency.
For each floating-rate intercompany cross-currency interest rate swap, only the change in the fair value related to the cross-currency basis spread, or excluded component, of the derivative instrument is recognized in accumulated other comprehensive income (“OCI”). The remaining change in the fair value of the derivative instrument is recognized in foreign currency transaction gain or loss included in “Selling, general and administrative costs” in Woodward’s Condensed Consolidated Statements of Earnings. The change in the fair value of the derivative instrument in foreign currency transaction gain or loss offsets the change in the spot remeasurement of the intercompany Euro and US dollar denominated loans. Hedge effectiveness is assessed based on the fair value changes of the derivative instrument, after excluding any fair value changes related to the cross-currency basis spread. The initial cost of the cross-currency basis spread is recorded in earnings each period through the swap accrual process. There are no credit-risk-related contingent features associated with the intercompany floating-rate cross-currency interest rate swap.
Derivative instruments in cash flow hedging relationships
In May 2020, Woodward entered into five US dollar intercompany loans payable, with identical terms and notional values of each tranche of the 2020 Fixed-Rate Cross-Currency Swaps, together with reciprocal fixed-rate intercompany cross-currency interest rate swaps. The agreements were entered into by Euro Barbados and are designated as cash flow hedges under the criteria prescribed in ASC 815. The objective of these derivative instruments is to hedge the risk of variability in cash flows attributable to the foreign currency exchange risk of cash flows for future principal and interest payments associated with the US dollar denominated intercompany loans over a thirteen-year period, as Euro Barbados maintains a Euro functional currency.
For each of the fixed-rate intercompany cross-currency interest rate swaps, changes in the fair values of the derivative instruments are recognized in accumulated OCI and reclassified to foreign currency transaction gain or loss included in “Selling, general and administrative costs” in Woodward’s Condensed Consolidated Statements of Earnings. Reclassifications out of accumulated OCI of the change in fair value occur each reporting period based upon changes in the spot rate remeasurement of the Euro and US dollar denominated intercompany loans, including associated interest. Hedge effectiveness is assessed based on the fair value changes of the derivative instruments and such hedges are deemed to be highly effective in offsetting exposure to variability in foreign exchange rates. There are no credit-risk-related contingent features associated with these fixed-rate cross-currency interest rate swaps.
Derivatives instruments in net investment hedging relationships
On September 23, 2016, Woodward and Woodward International Holding B.V., a wholly owned subsidiary of Woodward organized under the laws of The Netherlands (the “BV Subsidiary”), each entered into a note purchase agreement (the “2016 Note Purchase Agreement”) relating to the sale by Woodward and the BV Subsidiary of an aggregate principal amount of €160,000 of senior unsecured notes in a series of private placement transactions. Woodward issued €40,000 aggregate principal amount of Woodward’s Series M Senior Notes due September 23, 2026 (the “Series M Notes”). Woodward designated the Series M Notes as a hedge of a foreign currency exposure of Woodward’s net investment in its Euro denominated functional currency subsidiaries. Related to the Series M Notes, included in foreign currency translation adjustments within total comprehensive (losses) earnings are net foreign exchange gains of $139 for the three months and net foreign exchange losses of $4,293 for the nine months ended June 30, 2023, compared to net foreign exchange gains of $2,887 for the three months and $4,631 for the nine months ended June 30, 2022.
15
Impact of derivative instruments designated as qualifying hedging instruments
The following table discloses the amount of (income) expense recognized in earnings on derivative instruments designated as qualifying hedging instruments:
|
|
|
|
Three months ended June 30, |
|
|
Nine months ended June 30, |
|
||||||||||
Derivatives in: |
|
Location |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Cross-currency interest rate swap agreement designated as fair value hedges |
|
Selling, general and administrative expenses |
|
$ |
2 |
|
|
$ |
(1,087 |
) |
|
$ |
939 |
|
|
$ |
(2,006 |
) |
Cross-currency interest rate swap agreements designated as cash flow hedges |
|
Selling, general and administrative expenses |
|
|
(1,431 |
) |
|
|
(25,881 |
) |
|
|
43,438 |
|
|
|
(41,293 |
) |
|
|
|
|
$ |
(1,429 |
) |
|
$ |
(26,968 |
) |
|
$ |
44,377 |
|
|
$ |
(43,299 |
) |
The following table discloses the amount of (gain) loss recognized in accumulated OCI on derivative instruments designated as qualifying hedging instruments:
|
|
|
|
Three months ended June 30, |
|
|
Nine months ended June 30, |
|
||||||||||
Derivatives in: |
|
Location |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Cross-currency interest rate swap agreement designated as fair value hedges |
|
Selling, general and administrative expenses |
|
$ |
(42 |
) |
|
$ |
(903 |
) |
|
$ |
875 |
|
|
$ |
(1,960 |
) |
Cross-currency interest rate swap agreements designated as cash flow hedges |
|
Selling, general and administrative expenses |
|
|
9,431 |
|
|
|
(33,304 |
) |
|
|
43,198 |
|
|
|
(57,027 |
) |
|
|
|
|
$ |
9,389 |
|
|
$ |
(34,207 |
) |
|
$ |
44,073 |
|
|
$ |
(58,987 |
) |
The following table discloses the amount of (gain) loss reclassified from accumulated OCI into earnings on derivative instruments designated as qualifying hedging instruments:
|
|
|
|
Three months ended June 30, |
|
|
Nine months ended June 30, |
|
||||||||||
Derivatives in: |
|
Location |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Cross-currency interest rate swap agreement designated as fair value hedges |
|
Selling, general and administrative expenses |
|
$ |
2 |
|
|
$ |
(1,087 |
) |
|
$ |
939 |
|
|
$ |
(2,006 |
) |
Cross-currency interest rate swap agreements designated as cash flow hedges |
|
Selling, general and administrative expenses |
|
|
(1,431 |
) |
|
|
(25,881 |
) |
|
|
43,438 |
|
|
|
(41,293 |
) |
|
|
|
|
$ |
(1,429 |
) |
|
$ |
(26,968 |
) |
|
$ |
44,377 |
|
|
$ |
(43,299 |
) |
The remaining unrecognized gains and losses in Woodward’s Condensed Consolidated Balance Sheets associated with derivative instruments that were previously entered into by Woodward, which are classified in accumulated OCI, were net losses of $6,034 as of June 30, 2023 and $6,338 as of September 30, 2022.
Note 9. Supplemental statement of cash flows information
|
|
Nine Months Ended June 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Interest paid, net of amounts capitalized |
|
$ |
31,116 |
|
|
$ |
23,509 |
|
Income taxes paid |
|
|
60,334 |
|
|
|
25,625 |
|
Income tax refunds received |
|
|
1,459 |
|
|
|
7,240 |
|
Non-cash activities: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment on account |
|
|
2,612 |
|
|
|
4,386 |
|
Common shares issued from treasury to settle benefit obligations |
|
|
19,467 |
|
|
|
17,168 |
|
Note 10. Acquisitions
On August 2, 2022, we entered into a series of Purchase Agreements with one of our Asia pacific channel partners, PM Control PLC (the “PM Agreements”). Pursuant to the PM Agreements, we agreed to acquire business assets and shares of stock of PM Control PLC and its affiliates (collectively, “PM Control”), for a total consideration (net of a working capital adjustment, excluding cash acquired from the acquisition, and including the settlement of pre‐existing relationships) of $21,421 (the “PM Acquisition”).
16
The PM Acquisition closed on August 31, 2022 (the “PM Closing”), and PM Control PLC became a wholly owned subsidiary of the Company at that time.
ASC Topic 805, “Business Combinations” (“ASC 805”), provides a framework to account for acquisition transactions under U.S. GAAP. The purchase price of PM Control, prepared consistent with the required ASC 805 framework, is allocated as follows:
Cash paid to Sellers |
|
$ |
22,890 |
|
Working capital adjustment |
|
|
(878 |
) |
Less acquired cash and restricted cash |
|
|
(1,341 |
) |
Plus settlement of pre-existing relationships |
|
|
750 |
|
Total purchase price |
|
$ |
21,421 |
|
The allocation of the purchase price to the assets acquired and liabilities assumed was finalized as of June 30, 2023 using the purchase method of accounting in accordance with ASC 805. Assets acquired and liabilities assumed in the transaction were recorded at their acquisition date fair values, while transaction costs associated with the acquisition were expensed as incurred. Woodward’s allocation was based on an evaluation of the appropriate fair values and represents management’s best estimate.
The following table summarizes, which is final as of June 30, 2023, the estimated fair values of the assets acquired and liabilities assumed at the PM Closing:
Accounts receivable |
|
$ |
4,334 |
|
Inventories |
|
|
2,464 |
|
Other current assets |
|
|
386 |
|
Property, plant, and equipment |
|
|
2,488 |
|
Goodwill |
|
|
8,705 |
|
Intangible assets |
|
|
8,874 |
|
Total assets acquired |
|
|
27,251 |
|
Other current liabilities |
|
|
(2,703 |
) |
Deferred income tax liabilities |
|
|
(1,842 |
) |
Other noncurrent liabilities |
|
|
(1,285 |
) |
Total liabilities assumed |
|
|
(5,830 |
) |
Net assets acquired |
|
$ |
21,421 |
|
During the first quarter of fiscal year 2023, we made certain measurement period adjustments to the acquired assets and the assumed liabilities due to clarification of information utilized to determine fair value during the measurement period. The measurement period adjustment was related to the PM Control trade name. Management determined that the PM Control trade name would no longer be used after calendar year 2023, thus resulting in a measurement period adjustment of $1,042, which reduced intangible assets and increased goodwill. Additionally, in the first quarter of 2023, a working capital adjustment was made that resulted in a reduction of goodwill of $863.
The final purchase price allocation resulted in the recognition of $8,705 of goodwill, which is expected to be non‐deductible for tax purposes. The Company has included all the goodwill in its Industrial segment. The goodwill represents the estimated value of potential expansion with new customers, the opportunity to further develop sales opportunities with new customers, and other synergies expected to be achieved through the integration of PM Control with Woodward’s Industrial segment.
A summary of the intangible assets acquired, weighted‐average useful lives, and amortization methods follows:
|
|
Estimated |
|
|
Weighted- |
|
Amortization |
|
Intangible assets with finite lives: |
|
|
|
|
|
|
|
|
Customer relationships and contracts |
|
$ |
8,332 |
|
|
11 years |
|
Straight-line |
Trade name |
|
|
542 |
|
|
15 months |
|
Straight-line |
Total |
|
$ |
8,874 |
|
|
|
|
|
Future amortization expense associated with the acquired intangibles for the fiscal year ended September 30, 2023, is expected to be $1,191, $865 for the fiscal year ended September 30, 2024, and $757 for the next three fiscal years ended September 30, 2025, 2026, and 2027.
17
We have not presented pro forma results because the PM Acquisition was not deemed significant at the date of PM Closing.
Note 11. Inventories
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Raw materials |
|
$ |
145,513 |
|
|
$ |
126,264 |
|
Work in progress |
|
|
129,080 |
|
|
|
123,005 |
|
Component parts(1) |
|
|
337,004 |
|
|
|
329,962 |
|
Finished goods |
|
|
80,194 |
|
|
|
70,019 |
|
Customer supplied inventory |
|
|
12,841 |
|
|
|
12,442 |
|
On-hand inventory for which control has transferred to the customer |
|
|
(172,798 |
) |
|
|
(147,405 |
) |
|
|
$ |
531,834 |
|
|
$ |
514,287 |
|
Note 12. Property, plant, and equipment
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Land and land improvements |
|
$ |
86,213 |
|
|
$ |
84,057 |
|
Buildings and building improvements |
|
|
588,298 |
|
|
|
555,387 |
|
Leasehold improvements |
|
|
20,488 |
|
|
|
19,392 |
|
Machinery and production equipment |
|
|
802,907 |
|
|
|
779,514 |
|
Computer equipment and software |
|
|
119,484 |
|
|
|
122,670 |
|
Office furniture and equipment |
|
|
41,838 |
|
|
|
39,749 |
|
Other |
|
|
20,125 |
|
|
|
20,162 |
|
Construction in progress |
|
|
53,741 |
|
|
|
58,789 |
|
|
|
|
1,733,094 |
|
|
|
1,679,720 |
|
Less accumulated depreciation |
|
|
(822,550 |
) |
|
|
(769,248 |
) |
Property, plant, and equipment, net |
|
$ |
910,544 |
|
|
$ |
910,472 |
|
Woodward had depreciation expense as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Depreciation expense |
|
$ |
20,551 |
|
|
$ |
20,618 |
|
|
$ |
61,212 |
|
|
$ |
62,674 |
|
Note 13. Goodwill
|
|
September 30, |
|
|
Additions |
|
|
Effects of Foreign |
|
|
June 30, |
|
||||
Aerospace |
|
$ |
455,423 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
455,423 |
|
Industrial |
|
|
317,136 |
|
|
|
180 |
|
|
|
25,836 |
|
|
|
343,152 |
|
Consolidated |
|
$ |
772,559 |
|
|
$ |
180 |
|
|
$ |
25,836 |
|
|
$ |
798,575 |
|
Woodward tests goodwill for impairment during the fourth quarter of each fiscal year and at any time there is an indication that goodwill is more-likely-than-not impaired (commonly referred to as a triggering event). Woodward’s goodwill impairment test in the fourth quarter of fiscal year 2022 resulted in no impairment.
18
Note 14. Intangible assets, net
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
Intangible assets with finite lives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships and contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace |
|
$ |
281,683 |
|
|
$ |
(233,002 |
) |
|
$ |
48,681 |
|
|
$ |
281,683 |
|
|
$ |
(223,565 |
) |
|
$ |
58,118 |
|
Industrial |
|
|
388,771 |
|
|
|
(87,293 |
) |
|
|
301,478 |
|
|
|
352,917 |
|
|
|
(66,812 |
) |
|
|
286,105 |
|
Total |
|
$ |
670,454 |
|
|
$ |
(320,295 |
) |
|
$ |
350,159 |
|
|
$ |
634,600 |
|
|
$ |
(290,377 |
) |
|
$ |
344,223 |
|
Intellectual property: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Industrial |
|
|
11,794 |
|
|
|
(11,794 |
) |
|
|
— |
|
|
|
12,361 |
|
|
|
(12,361 |
) |
|
|
— |
|
Total |
|
$ |
11,794 |
|
|
$ |
(11,794 |
) |
|
$ |
— |
|
|
$ |
12,361 |
|
|
$ |
(12,361 |
) |
|
$ |
— |
|
Process technology: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace |
|
$ |
76,370 |
|
|
$ |
(70,880 |
) |
|
$ |
5,490 |
|
|
$ |
76,370 |
|
|
$ |
(69,471 |
) |
|
$ |
6,899 |
|
Industrial |
|
|
85,370 |
|
|
|
(31,335 |
) |
|
|
54,035 |
|
|
|
78,524 |
|
|
|
(27,464 |
) |
|
|
51,060 |
|
Total |
|
$ |
161,740 |
|
|
$ |
(102,215 |
) |
|
$ |
59,525 |
|
|
$ |
154,894 |
|
|
$ |
(96,935 |
) |
|
$ |
57,959 |
|
Other intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Industrial |
|
|
561 |
|
|
|
(392 |
) |
|
|
169 |
|
|
|
1,560 |
|
|
|
— |
|
|
|
1,560 |
|
Total |
|
$ |
561 |
|
|
$ |
(392 |
) |
|
$ |
169 |
|
|
$ |
1,560 |
|
|
$ |
— |
|
|
$ |
1,560 |
|
Intangible asset with indefinite life: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade name: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Industrial |
|
|
63,041 |
|
|
|
— |
|
|
|
63,041 |
|
|
|
56,838 |
|
|
|
— |
|
|
|
56,838 |
|
Total |
|
$ |
63,041 |
|
|
$ |
— |
|
|
$ |
63,041 |
|
|
$ |
56,838 |
|
|
$ |
— |
|
|
$ |
56,838 |
|
Total intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace |
|
$ |
358,053 |
|
|
$ |
(303,882 |
) |
|
$ |
54,171 |
|
|
$ |
358,053 |
|
|
$ |
(293,036 |
) |
|
$ |
65,017 |
|
Industrial |
|
|
549,537 |
|
|
|
(130,814 |
) |
|
|
418,723 |
|
|
|
502,200 |
|
|
|
(106,637 |
) |
|
|
395,563 |
|
Consolidated Total |
|
$ |
907,590 |
|
|
$ |
(434,696 |
) |
|
$ |
472,894 |
|
|
$ |
860,253 |
|
|
$ |
(399,673 |
) |
|
$ |
460,580 |
|
Woodward tests the indefinite lived trade name intangible asset for impairment during the fourth quarter of each fiscal year and at any time there is an indication the indefinite lived trade name intangible asset is more-likely-than-not impaired (commonly referred to as a triggering event). Woodward’s impairment test for the indefinite lived trade name intangible asset in the fourth quarter of fiscal year 2022 resulted in no impairment.
Woodward recorded amortization expense associated with intangibles of the following:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Amortization expense |
|
$ |
9,493 |
|
|
$ |
9,309 |
|
|
$ |
28,089 |
|
|
$ |
28,584 |
|
Future amortization expense associated with intangibles is expected to be:
Year Ending September 30: |
|
|
|
|
2023 (remaining) |
|
$ |
10,019 |
|
2024 |
|
|
32,919 |
|
2025 |
|
|
27,806 |
|
2026 |
|
|
27,745 |
|
2027 |
|
|
27,670 |
|
Thereafter |
|
|
283,694 |
|
|
|
$ |
409,853 |
|
Note 15. Credit facilities, short-term borrowings and long-term debt
Revolving credit facility
Woodward maintains a $1,000,000 revolving credit facility established under a revolving credit agreement among Woodward, a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent, which provides for the option to increase available borrowings up to $1,500,000, subject to lenders’ participation (as amended in November 2021, the “Amended and Restated Revolving Credit Agreement”).
19
On October 21, 2022, Woodward amended the Amended and Restated Revolving Credit Agreement (the “Second Amended and Restated Revolving Credit Agreement”) to, among other things, (i) extend the termination date of the revolving loan commitments of all the lenders from June 19, 2024 to October 21, 2027, (ii) remove the covenants restricting investments, acquisitions, dividends, and distributions, and (iii) subject to removal from the Company’s existing note purchase agreements or the termination or maturation of such note purchase agreements, remove the minimum consolidated net worth covenant. Borrowings under the Second Amended and Restated Revolving Credit Agreement can be made by Woodward and certain of its foreign subsidiaries in U.S. dollars or in foreign currencies other than the U.S. dollar and generally bear interest at the Euro Interbank Offered Rate (“Euribor”), Sterling Overnight Index Average (“SONIA”), Tokyo Interbank Offered Rate (“TIBOR”), and Secured Overnight Financing Rate (“SOFR”) base rates plus 0.875% to 1.75%.
Under the Second Amended and Restated Revolving Credit Agreement, there were $23,500 in principal amount of borrowings outstanding as of June 30, 2023 at an effective interest rate of 6.33%. As of June 30, 2023, all of the borrowings outstanding were classified as short-term borrowings based on Woodward's intent and ability to pay this amount in the next twelve months. As of September 30, 2022, there were $66,800 in principal amount of borrowings outstanding under the Amended and Restated Revolving Credit Agreement at an effective interest rate of 4.24%.
Short-term borrowings
Woodward has other foreign lines of credit and foreign overdraft facilities at various financial institutions, which are generally reviewed annually for renewal and are subject to the usual terms and conditions applied by the financial institutions. Pursuant to the terms of the related facility agreements, Woodward’s foreign performance guarantee facilities are limited in use to providing performance guarantees to third parties. There were no borrowings outstanding on Woodward’s foreign lines of credit and foreign overdraft facilities as of June 30, 2023 and September 30, 2022.
Debt issuance costs
In connection with the Second Amended and Restated Revolving Credit Agreement, Woodward incurred $2,236 in debt issuance costs, which are deferred and are being amortized using the straight-line method over the life of the agreement. As of June 30, 2023, Woodward also had $1,046 of deferred debt issuance costs remaining that were incurred in connection with the Amended and Restated Credit Agreement, which have been combined with the deferred debt issuance costs associated with the Second Amended and Restated Revolving Credit Agreement and are being amortized using the straight-line method over the life of the Second Amended and Restated Revolving Credit Agreement. Unamortized debt issuance costs of $1,233 associated with these revolving credit agreements as of June 30, 2023 and $1,046 as of September 30, 2022 were recorded as “Other current assets” and “Other assets” in the Condensed Consolidated Balance Sheets. Amortization of debt issuance costs is included in operating activities in the Condensed Consolidated Statements of Cash Flows.
20
Note 16. Accrued liabilities
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Salaries and other member benefits |
|
$ |
95,752 |
|
|
$ |
75,665 |
|
Product warranties and related liabilities(1) |
|
|
39,424 |
|
|
|
40,042 |
|
Interest payable |
|
|
4,955 |
|
|
|
13,481 |
|
Accrued retirement benefits |
|
|
2,886 |
|
|
|
2,779 |
|
Net current contract liabilities |
|
|
31,567 |
|
|
|
30,663 |
|
Current portion of restructuring charges |
|
|
1,566 |
|
|
|
1,083 |
|
Taxes, other than income |
|
|
17,913 |
|
|
|
21,159 |
|
Other |
|
|
26,871 |
|
|
|
21,411 |
|
|
|
$ |
220,934 |
|
|
$ |
206,283 |
|
Product warranties and related liabilities
Provisions of Woodward’s sales agreements include product warranties customary to these types of agreements. Accruals are established for specifically identified warranty issues and related liabilities for which are probable to result in future costs. Warranty costs are accrued as revenue is recognized on a non-specific basis whenever past experience indicates a normal and predictable pattern exists.
Changes in accrued product warranties and related liabilities were as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Beginning of period |
|
$ |
46,492 |
|
|
$ |
12,984 |
|
|
$ |
40,042 |
|
|
$ |
17,481 |
|
Additions, net of recoveries |
|
|
2,424 |
|
|
|
3,021 |
|
|
|
22,847 |
|
|
|
3,243 |
|
Reductions for settlement |
|
|
(9,433 |
) |
|
|
(1,239 |
) |
|
|
(23,636 |
) |
|
|
(5,908 |
) |
Foreign currency exchange rate changes |
|
|
(59 |
) |
|
|
(121 |
) |
|
|
171 |
|
|
|
(171 |
) |
End of period |
|
$ |
39,424 |
|
|
$ |
14,645 |
|
|
$ |
39,424 |
|
|
$ |
14,645 |
|
Restructuring charges
During the second quarter of fiscal year 2023, the Company committed to a cost reduction plan ("Cost Reduction Plan") to better align the cost structure, and recorded $5,172 of restructuring charges. The charges recognized under the Cost Reduction Plan consist of workforce management costs primarily related to aligning the cost structure of the Company’s Industrial segment with the current market conditions. All of the restructuring charges were recorded as nonsegment expenses and are expected to be paid within twelve months.
In fiscal year 2022, the Company determined to implement a streamlined Aerospace and Industrial organizational and leadership structure designed to enhance the sales experience for customers, simplify operations, and increase profitability through improved execution. In connection with leadership changes arising from such reorganization, we recorded $1,083 of restructuring charges as nonsegment expenses, which were paid as of December 31, 2022.
In fiscal year 2021, the Company recorded aggregate restructuring charges totaling $5,008 as nonsegment expenses for two separate workforce management actions, one in our hydraulics systems business and one in our engine systems business. In fiscal year 2022, we experienced a challenging operating environment that included the ongoing impact of global supply chain and labor disruptions, along with high inflation, which resulted in changed business conditions compared to when we initially recorded the restructuring charges in fiscal year 2021. We adapted to the changed business conditions by, among other initiatives, (i) developing and implementing plans to insource select machined components, (ii) redeploying talent and adding indirect resources to our factories to stabilize the production environment, and (iii) determining to retain employees who otherwise would have been impacted by the planned restructuring activities to support a stable workforce and effectively manage through attrition. As such, the previously remaining unpaid accrued restructuring charges, which amounted to $4,503, were no longer needed and were reversed in fiscal year 2022.
21
The summary of activity in accrued restructuring charges are as follows:
|
|
|
|
|
Period Activity |
|
|
|
|
|||||||||||
|
|
Balances as of September 30, 2022 |
|
|
Charges |
|
|
Payments |
|
|
Non-cash |
|
|
Balances as of June 30, 2023 |
|
|||||
Workforce management costs associated with: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost reduction plan |
|
$ |
— |
|
|
$ |
5,172 |
|
|
$ |
(3,594 |
) |
|
$ |
(12 |
) |
|
$ |
1,566 |
|
Aerospace |
|
|
139 |
|
|
|
— |
|
|
|
(139 |
) |
|
|
— |
|
|
|
— |
|
Industrial |
|
|
944 |
|
|
|
— |
|
|
|
(944 |
) |
|
|
— |
|
|
|
— |
|
Total |
|
$ |
1,083 |
|
|
$ |
5,172 |
|
|
$ |
(4,677 |
) |
|
$ |
(12 |
) |
|
$ |
1,566 |
|
|
|
|
|
|
Period Activity |
|
|
|
|
|||||||||||
|
|
Balances as of September 30, 2021 |
|
|
Charges |
|
|
Payments |
|
|
Non-cash |
|
|
Balances as of June 30, 2022 |
|
|||||
Workforce management costs associated with: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hydraulics Systems Realignment |
|
$ |
3,758 |
|
|
$ |
— |
|
|
$ |
(505 |
) |
|
$ |
— |
|
|
$ |
3,253 |
|
Engine Systems Realignment |
|
|
1,250 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,250 |
|
Total |
|
$ |
5,008 |
|
|
$ |
— |
|
|
$ |
(505 |
) |
|
$ |
— |
|
|
$ |
4,503 |
|
Note 17. Other liabilities
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Net accrued retirement benefits, less amounts recognized within accrued liabilities |
|
$ |
76,839 |
|
|
$ |
70,168 |
|
Total unrecognized tax benefits |
|
|
8,156 |
|
|
|
9,757 |
|
Noncurrent income taxes payable |
|
|
10,714 |
|
|
|
14,329 |
|
Deferred economic incentives (1) |
|
|
6,100 |
|
|
|
7,029 |
|
Noncurrent operating lease liabilities |
|
|
20,924 |
|
|
|
21,443 |
|
Net noncurrent contract liabilities |
|
|
412,608 |
|
|
|
396,345 |
|
Other |
|
|
12,150 |
|
|
|
10,185 |
|
|
|
$ |
547,491 |
|
|
$ |
529,256 |
|
Note 18. Other (income) expense, net
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Equity interest in the earnings of the JV |
|
$ |
(8,836 |
) |
|
$ |
(3,860 |
) |
|
$ |
(21,877 |
) |
|
$ |
(12,675 |
) |
Net (gain) loss on sales of assets and businesses |
|
|
(218 |
) |
|
|
(4 |
) |
|
|
672 |
|
|
|
(1,545 |
) |
Rent income |
|
|
(92 |
) |
|
|
(168 |
) |
|
|
(273 |
) |
|
|
(580 |
) |
Net (gain) loss on investments in deferred compensation program |
|
|
(1,257 |
) |
|
|
3,840 |
|
|
|
(4,127 |
) |
|
|
5,216 |
|
Other components of net periodic pension and other postretirement benefit, excluding service cost and interest expense |
|
|
(2,521 |
) |
|
|
(2,884 |
) |
|
|
(7,681 |
) |
|
|
(8,720 |
) |
Other |
|
|
(77 |
) |
|
|
(176 |
) |
|
|
(145 |
) |
|
|
(509 |
) |
|
|
$ |
(13,001 |
) |
|
$ |
(3,252 |
) |
|
$ |
(33,431 |
) |
|
$ |
(18,813 |
) |
Note 19. Income taxes
The determination of the estimated annual effective tax rate is based upon a number of significant estimates and judgments. In addition, as a global commercial enterprise, Woodward’s tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, changes in the estimate of the amount of undistributed foreign earnings that Woodward considers indefinitely reinvested, issuance of future guidance, interpretation, and rule-making, and other factors that cannot be predicted with certainty.
22
As such, there can be significant volatility in interim tax provisions.
The following table sets forth the tax expense and the effective tax rate for Woodward’s earnings before income taxes:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Earnings before income taxes |
|
$ |
105,738 |
|
|
$ |
50,287 |
|
|
$ |
177,728 |
|
|
$ |
142,129 |
|
Income tax expense |
|
|
21,139 |
|
|
|
10,841 |
|
|
|
28,012 |
|
|
|
24,472 |
|
Effective tax rate |
|
|
20.0 |
% |
|
|
21.6 |
% |
|
|
15.8 |
% |
|
|
17.2 |
% |
The decrease in the effective tax rate for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 is primarily attributable to a larger stock-based compensation tax benefit in the quarter and larger state income tax credits.
The decrease in the effective tax rate for the nine months ended June 30, 2023 compared to the nine months ended June 30, 2022 is primarily attributable to the release of uncertain tax positions and larger state income tax credits, partially offset by a smaller year-to-date stock-based compensation tax benefit.
Gross unrecognized tax benefits were $10,533 as of June 30, 2023, and $11,938 as of September 30, 2022. At June 30, 2023, the amount of the liability for unrecognized tax benefits that, if recognized, would impact Woodward’s effective tax rate was $6,781. At this time, Woodward believes it is reasonably possible that the liability for unrecognized tax benefits will decrease by as much as $2,522 in the next twelve months due to the completion of review by tax authorities, lapses of statutes, and the settlement of tax positions. Woodward’s tax expense includes accruals for potential interest and penalties related to unrecognized tax benefits and all other interest and penalties related to tax payments.
Woodward’s tax returns are subject to audits by U.S. federal, state, and foreign tax authorities, and these audits are at various stages of completion at any given time. Reviews of tax matters by authorities and lapses of the applicable statutes of limitation may result in changes to tax expense. Generally, Woodward’s fiscal years remaining open to examination for U.S. Federal income taxes include fiscal years 2019 and thereafter. Woodward’s fiscal years remaining open to examination for significant U.S. state income tax jurisdictions include fiscal years 2018 and thereafter. Woodward’s fiscal years remaining open to examination in significant foreign jurisdictions include 2017 and thereafter.
Note 20. Retirement benefits
Woodward provides various retirement benefits to eligible members of the Company, including contributions to various defined contribution plans, pension benefits associated with defined benefit plans, postretirement medical benefits, and postretirement life insurance benefits. Eligibility requirements and benefit levels vary depending on employee location.
Defined contribution plans
Most of the Company’s U.S. employees are eligible to participate in the U.S. defined contribution plan. The U.S. defined contribution plan allows employees to defer part of their annual income for income tax purposes into their personal 401(k) accounts. The Company makes matching contributions to eligible employee accounts, which are also deferred for employee personal income tax purposes. Certain non-U.S. employees are also eligible to participate in similar non-U.S. plans.
Woodward’s U.S. employees receive an annual contribution of Woodward stock, equal to 5% of their eligible prior year wages, to their personal Woodward Retirement Savings Plan accounts. Woodward fulfilled its annual Woodward stock contribution obligation using shares held in treasury stock by issuing a total of 187 shares of common stock for a value of $19,307 in the second quarter of fiscal year 2023, compared to a total of 150 shares of common stock for a value of $17,168 in the second quarter of fiscal year 2022.
23
The amount of expense associated with defined contribution plans was as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Company costs |
|
$ |
11,602 |
|
|
$ |
10,132 |
|
|
$ |
33,542 |
|
|
$ |
30,582 |
|
Defined benefit plans
Woodward has defined benefit plans that provide pension benefits for certain retired employees in the United States, the United Kingdom, Japan, and Germany. Woodward also provides other postretirement benefits to its employees including postretirement medical benefits and life insurance benefits. Postretirement medical benefits are provided to certain current and retired employees, their covered dependents, and beneficiaries in the United States. Life insurance benefits are provided to certain retirees in the United States under frozen plans, which are no longer available to current employees. A September 30 measurement date is utilized to value plan assets and obligations for all of Woodward’s defined benefit pension and other postretirement benefit plans.
U.S. GAAP requires that, for obligations outstanding as of September 30, 2022, the funded status reported in interim periods shall be the same asset or liability recognized in the previous year end statement of financial position adjusted for (a) subsequent accruals of net periodic benefit cost that exclude the amortization of amounts previously recognized in other comprehensive income (for example, subsequent accruals of service cost, interest cost, and return on plan assets) and (b) contributions to a funded plan or benefit payments.
The components of the net periodic retirement pension costs recognized are as follows:
|
|
Three Months Ended June 30, |
|
|||||||||||||||||||||
|
|
United States |
|
|
Other Countries |
|
|
Total |
|
|||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||||
Service cost |
|
$ |
223 |
|
|
$ |
389 |
|
|
$ |
344 |
|
|
$ |
573 |
|
|
$ |
567 |
|
|
$ |
962 |
|
Interest cost |
|
|
1,824 |
|
|
|
1,320 |
|
|
|
805 |
|
|
|
395 |
|
|
|
2,629 |
|
|
|
1,715 |
|
Expected return on plan assets |
|
|
(2,074 |
) |
|
|
(2,713 |
) |
|
|
(586 |
) |
|
|
(596 |
) |
|
|
(2,660 |
) |
|
|
(3,309 |
) |
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net actuarial loss (gain) |
|
|
73 |
|
|
|
65 |
|
|
|
(161 |
) |
|
|
136 |
|
|
|
(88 |
) |
|
|
201 |
|
Prior service cost |
|
|
174 |
|
|
|
246 |
|
|
|
5 |
|
|
|
6 |
|
|
|
179 |
|
|
|
252 |
|
Net periodic retirement pension cost (benefit) |
|
$ |
220 |
|
|
$ |
(693 |
) |
|
$ |
407 |
|
|
$ |
514 |
|
|
$ |
627 |
|
|
$ |
(179 |
) |
Contributions paid |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
470 |
|
|
$ |
434 |
|
|
$ |
470 |
|
|
$ |
434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Nine Months Ended June 30, |
|
|||||||||||||||||||||
|
|
United States |
|
|
Other Countries |
|
|
Total |
|
|||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||||
Service cost |
|
$ |
670 |
|
|
$ |
1,166 |
|
|
$ |
996 |
|
|
$ |
1,803 |
|
|
$ |
1,666 |
|
|
$ |
2,969 |
|
Interest cost |
|
|
5,473 |
|
|
|
3,961 |
|
|
|
2,333 |
|
|
|
1,243 |
|
|
|
7,806 |
|
|
|
5,204 |
|
Expected return on plan assets |
|
|
(6,223 |
) |
|
|
(8,140 |
) |
|
|
(1,710 |
) |
|
|
(1,881 |
) |
|
|
(7,933 |
) |
|
|
(10,021 |
) |
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net actuarial loss (gain) |
|
|
219 |
|
|
|
194 |
|
|
|
(462 |
) |
|
|
428 |
|
|
|
(243 |
) |
|
|
622 |
|
Prior service cost |
|
|
523 |
|
|
|
736 |
|
|
|
16 |
|
|
|
18 |
|
|
|
539 |
|
|
|
754 |
|
Net periodic retirement pension cost (benefit) |
|
$ |
662 |
|
|
$ |
(2,083 |
) |
|
$ |
1,173 |
|
|
$ |
1,611 |
|
|
$ |
1,835 |
|
|
$ |
(472 |
) |
Contributions paid |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,763 |
|
|
$ |
1,933 |
|
|
$ |
1,763 |
|
|
$ |
1,933 |
|
The components of net periodic retirement pension costs other than the service cost and interest cost components are included in the line item “Other (income) expense, net”, and the interest component is included in the line item “Interest expense” in the Condensed Consolidated Statements of Earnings.
24
The components of the net periodic other postretirement benefit costs recognized are as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Service cost |
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
1 |
|
Interest cost |
|
|
226 |
|
|
|
144 |
|
|
|
678 |
|
|
|
433 |
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net actuarial gain |
|
|
(124 |
) |
|
|
(24 |
) |
|
|
(372 |
) |
|
|
(71 |
) |
Prior service cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net periodic other postretirement cost |
|
$ |
103 |
|
|
$ |
121 |
|
|
$ |
307 |
|
|
$ |
363 |
|
Contributions paid |
|
$ |
415 |
|
|
$ |
451 |
|
|
$ |
1,300 |
|
|
$ |
1,379 |
|
The components of net periodic other postretirement benefit costs other than the service cost and interest cost components are included in the line item “Other (income) expense, net”, and the interest cost component is included in the line item “Interest expense” in the Condensed Consolidated Statements of Earnings.
The amount of cash contributions made to these plans in any year is dependent upon a number of factors, including minimum funding requirements in the jurisdictions in which Woodward operates and arrangements made with trustees of certain foreign plans. As a result, the actual funding in fiscal year 2023 may differ from the current estimate. Woodward estimates its remaining cash contributions in fiscal year 2023 will be as follows:
Retirement pension benefits: |
|
|
|
|
United States |
|
$ |
— |
|
United Kingdom |
|
|
186 |
|
Japan |
|
|
— |
|
Germany |
|
|
226 |
|
Other postretirement benefits |
|
|
1,516 |
|
Note 21. Stockholders’ equity
Stock repurchase program
In November 2019, the Woodward board of directors (the “Board”) had authorized a program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that was scheduled to expire in November 2022 (the “2019 Authorization”). During the first nine months of fiscal year 2022, Woodward repurchased 233 shares of its common stock for $26,742 under the 2019 Authorization.
In January 2022, the Board terminated the 2019 Authorization and concurrently authorized a new program for the repurchase of up to $800,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a two-year period ending in January 2024 (the “2022 Authorization”). During the first nine months of fiscal year 2023, Woodward repurchased 274 shares of its common stock for $26,369 under the 2022 Authorization, compared to 3,441 shares of its common stock for $400,975 during the first nine months of fiscal year 2022.
Stock-based compensation
Provisions governing outstanding stock option awards are included in the 2017 Omnibus Incentive Plan, as amended from time to time (the “2017 Plan”) and the 2006 Omnibus Incentive Plan (the “2006 Plan”), as applicable.
The 2017 Plan was first approved by Woodward’s stockholders in January 2017 and is the successor plan to the 2006 Plan. As of September 14, 2016, the effective date of the 2017 Plan, the Board delegated authority to administer the 2017 Plan to the Compensation Committee of the Board, including, but not limited to, the power to determine the recipients of awards and the terms of those awards. On January 26, 2022 and January 25, 2023, Woodward’s stockholders approved an additional 800 and 500 shares, respectively, of Woodward’s common stock to be made available for future grants. Under the 2017 Plan, there were approximately 2,711 shares of Woodward’s common stock available for future grants as of June 30, 2023 and 2,938 shares as of September 30, 2022.
Stock options
Woodward believes that stock options align the interests of its employees and directors with the interests of its stockholders. Stock option awards are granted with an exercise price equal to the market price of Woodward’s stock at the date the grants are awarded, a ten-year term, and generally have a four-year vesting schedule at a rate of 25% per year.
25
The fair value of options granted is estimated as of the grant date using the Black-Scholes-Merton option-valuation model. Woodward calculates the expected term, which represents the average period of time that stock options granted are expected to be outstanding, based upon historical experience of plan participants. Expected volatility is based on historical volatility using daily stock price observations. The estimated dividend yield is based upon Woodward’s historical dividend practice and the market value of its common stock. The risk-free rate is based on the U.S. treasury yield curve, for periods within the contractual life of the stock option, at the time of grant.
The following is a summary of the activity for stock option awards:
|
|
Three Months Ended June 30, 2023 |
|
|
Nine Months Ended June 30, 2023 |
|
||||||||||
|
|
Number of options |
|
|
Weighted-Average Exercise Price per Share |
|
|
Number of options |
|
|
Weighted-Average Exercise Price per Share |
|
||||
Beginning balance |
|
|
5,574 |
|
|
$ |
76.35 |
|
|
|
5,339 |
|
|
$ |
74.40 |
|
Granted |
|
|
4 |
|
|
|
102.36 |
|
|
|
526 |
|
|
|
83.88 |
|
Exercised |
|
|
(268 |
) |
|
|
55.43 |
|
|
|
(538 |
) |
|
|
53.27 |
|
Forfeited |
|
|
(8 |
) |
|
|
97.69 |
|
|
|
(25 |
) |
|
|
93.60 |
|
Ending balance |
|
|
5,302 |
|
|
$ |
77.39 |
|
|
|
5,302 |
|
|
$ |
77.39 |
|
Changes in non-vested stock options were as follows:
|
|
Three Months Ended June 30, 2023 |
|
|
Nine Months Ended June 30, 2023 |
|
||||||||||
|
|
Number of options |
|
|
Weighted-Average Grant Date Fair Value per Share |
|
|
Number of options |
|
|
Weighted-Average Grant Date Fair Value Per Share |
|
||||
Beginning balance |
|
|
1,675 |
|
|
$ |
31.39 |
|
|
|
1,812 |
|
|
$ |
30.03 |
|
Granted |
|
|
4 |
|
|
|
42.82 |
|
|
|
526 |
|
|
|
33.74 |
|
Exercised |
|
|
(282 |
) |
|
|
19.77 |
|
|
|
(925 |
) |
|
|
26.23 |
|
Forfeited |
|
|
(6 |
) |
|
|
34.92 |
|
|
|
(22 |
) |
|
|
33.69 |
|
Ending balance |
|
|
1,391 |
|
|
$ |
33.76 |
|
|
|
1,391 |
|
|
$ |
33.76 |
|
Information about stock options that have vested, or are expected to vest, and are exercisable at June 30, 2023 was as follows:
|
|
Number of options |
|
|
Weighted-Average Exercise Price |
|
|
Weighted-Average Remaining Life in Years |
|
|
Aggregate Intrinsic Value |
|
||||
Options outstanding |
|
|
5,302 |
|
|
$ |
77.39 |
|
|
|
5.5 |
|
|
$ |
220,265 |
|
Options vested and exercisable |
|
|
3,911 |
|
|
|
71.50 |
|
|
|
4.6 |
|
|
|
185,525 |
|
Options vested and expected to vest |
|
|
5,250 |
|
|
|
77.25 |
|
|
|
5.5 |
|
|
|
218,835 |
|
Restricted stock
The Company has granted restricted stock units (“RSUs”) to certain employees under its form attraction and retention RSU agreement (the “Form Attraction and Retention RSU Agreement”), which is generally used for new hires and specific retention purposes, and under its form RSU agreement (the “Standard Form RSU Agreement”), which is generally used for annual grants and promotional awards. The RSUs granted under the Form Attraction and Retention Agreement are generally scheduled to fully vest on the third or fourth anniversary of the respective grant dates, and in each case, subject to continued employment. The RSUs granted under the Standard Form RSU Agreement generally have a four-year vesting schedule at a rate of 25% per year, generally subject to continued employment.
A summary of the activity for restricted stock units:
|
|
Three Months Ended June 30, 2023 |
|
|
Nine Months Ended June 30, 2023 |
|
||||||||||
|
|
Number of units |
|
|
Weighted-Average Grant Date Fair Value |
|
|
Number of units |
|
|
Weighted-Average Grant Date Fair Value |
|
||||
Beginning balance |
|
|
171 |
|
|
$ |
92.19 |
|
|
|
59 |
|
|
$ |
98.29 |
|
Granted |
|
|
2 |
|
|
|
94.42 |
|
|
|
115 |
|
|
|
89.00 |
|
Forfeited |
|
|
(1 |
) |
|
|
83.24 |
|
|
|
(2 |
) |
|
|
83.24 |
|
Ending balance |
|
|
172 |
|
|
$ |
92.26 |
|
|
|
172 |
|
|
$ |
92.26 |
|
26
Stock-based compensation expense
Woodward recognizes stock-based compensation expense on a straight-line basis over the requisite service period. Pursuant to form stock option agreements and form RSU agreements used by the Company, with terms approved by the administrator of the applicable plan, the requisite service period can be less than the four-year vesting period based on grantee’s retirement eligibility. As such, the recognition of stock-based compensation expense associated with some stock option grants and RSU grants can be accelerated to a period of less than four years, including immediate recognition of stock-based compensation expense on the date of grant.
In connection with an executive separation and release agreement entered into by the Company, Woodward recognized an additional $1,265 of stock-based compensation expense, before tax, during the nine months ended June 30, 2023.
At June 30, 2023, there was approximately $23,418 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements, including both stock options and RSUs. The pre-vesting forfeiture rates for purposes of determining stock-based compensation expense recognized were estimated to be 0.0% for members of the Board and 7.3% for all others. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.9 years.
Note 22. Commitments and contingencies
Woodward is currently involved in claims, pending or threatened litigation or other legal proceedings, investigations and/or regulatory proceedings arising in the normal course of business, including, among others, those relating to product liability claims, employment matters, worker’s compensation claims, contractual disputes, product warranty claims, and alleged violations of various laws and regulations. Woodward accrues for known individual matters using estimates of the most likely amount of loss where it believes that it is probable the matter will result in a loss when ultimately resolved and such loss is reasonably estimable. Legal costs are expensed as incurred and are classified in “Selling, general and administrative expenses” on the Condensed Consolidated Statements of Earnings.
Woodward is partially self-insured in the United States for healthcare and worker’s compensation up to predetermined amounts, above which third party insurance applies. Management regularly reviews the probable outcome of related claims and proceedings, the expenses expected to be incurred, the availability and limits of the insurance coverage, and the established accruals for liabilities.
While the outcome of pending claims, legal and regulatory proceedings, and investigations cannot be predicted with certainty, management believes that any liabilities that may result from these claims, proceedings, and investigations will not have a material effect on Woodward’s liquidity, financial condition, or results of operations.
Under the Company’s severance and change in control agreements with its current corporate officers, Woodward would be required to pay termination benefits to any such officer if such officer’s employment is terminated without Cause (as defined therein). The amount of such benefits would vary depending on whether such termination occurs during a specified period within a change of control.
Note 23. Segment information
Woodward serves the aerospace and industrial markets through its two reportable segments – Aerospace and Industrial. When appropriate, Woodward’s reportable segments are aggregations of Woodward’s operating segments. Woodward uses operating segment information internally to manage its business, including the assessment of operating segment performance and decisions for the allocation of resources between operating segments.
The accounting policies of the reportable segments are the same as those of the Company. Woodward evaluates segment profit or loss based on internal performance measures for each segment in a given period. In connection with that assessment, Woodward generally excludes matters such as certain charges for restructuring, interest income and expense, certain gains and losses from asset dispositions, or other non-recurring and/or non-operationally related expenses.
27
A summary of consolidated net sales and earnings by segment follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Segment external net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aerospace |
|
$ |
480,531 |
|
|
$ |
401,712 |
|
|
$ |
1,313,233 |
|
|
$ |
1,110,904 |
|
Industrial |
|
|
320,132 |
|
|
|
212,620 |
|
|
|
824,263 |
|
|
|
631,853 |
|
Total consolidated net sales |
|
$ |
800,663 |
|
|
$ |
614,332 |
|
|
$ |
2,137,496 |
|
|
$ |
1,742,757 |
|
Segment earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aerospace |
|
$ |
83,075 |
|
|
$ |
56,566 |
|
|
$ |
211,823 |
|
|
$ |
167,458 |
|
Industrial |
|
|
58,197 |
|
|
|
21,102 |
|
|
|
107,170 |
|
|
|
62,029 |
|
Nonsegment expenses |
|
|
(23,875 |
) |
|
|
(19,201 |
) |
|
|
(106,493 |
) |
|
|
(63,816 |
) |
Interest expense, net |
|
|
(11,659 |
) |
|
|
(8,180 |
) |
|
|
(34,772 |
) |
|
|
(23,542 |
) |
Consolidated earnings before income taxes |
|
$ |
105,738 |
|
|
$ |
50,287 |
|
|
$ |
177,728 |
|
|
$ |
142,129 |
|
Segment assets consist of accounts receivable; inventories; property, plant, and equipment, net; goodwill; and other intangibles, net. A summary of consolidated total assets by segment follows:
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Segment assets: |
|
|
|
|
|
|
||
Aerospace |
|
$ |
1,819,068 |
|
|
$ |
1,773,854 |
|
Industrial |
|
|
1,523,239 |
|
|
|
1,380,446 |
|
Unallocated corporate property, plant and equipment, net |
|
|
104,417 |
|
|
|
111,760 |
|
Other unallocated assets |
|
|
562,839 |
|
|
|
540,386 |
|
Consolidated total assets |
|
$ |
4,009,563 |
|
|
$ |
3,806,446 |
|
Note 24. Subsequent events
On July 26, 2023, the Board approved a cash dividend of $0.22 per share for the quarter, payable on August 28,2023, for stockholders of record as of August 14, 2023.
28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that are deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of management. Words such as “anticipate,” “believe,” “estimate,” “seek,” “goal,” “expect,” “forecast,” “intend,” “continue,” “outlook,” “plan,” “project,” “target,” “strive,” “can,” “could,” “may,” “should,” “will,” “would,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characteristics of future events or circumstances are forward-looking statements. Forward-looking statements may include, among others, statements relating to:
These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements include, but are not limited to, risk factors described in Woodward's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended September 30, 2022, which was filed on November 18, 2022, and other risks described in Woodward’s filings with the Securities and Exchange Commission.
We undertake no obligation to revise or update any forward-looking statements for any reason, except as required by applicable law. Unless we have indicated otherwise or the context otherwise requires, references in this Form 10-Q to “Woodward,” “the Company,” “we,” “us,” and “our” refer to Woodward, Inc. and its consolidated subsidiaries.
Except where we have otherwise indicated or the context otherwise requires, amounts presented in this Form 10-Q are in thousands, except per share amounts.
29
OVERVIEW
Global Business Conditions
We continue to monitor a variety of external macroeconomic factors impacting our business, including the ongoing global supply chain disruptions, rising labor costs, and material inflation which together have resulted in a challenging operating environment.
During the first nine months of fiscal year 2023, we experienced continued strong end market demand for our products and services across aerospace and industrial markets; however, our financial performance continued to be adversely affected by macroeconomic issues. We remain intent on actively implementing strategic initiatives focused on enhancing the customer experience, simplifying operations, and increasing profitability through improved execution. Our output is increasing, and we are seeing efficiency gains as our new employees gain additional experience and become more proficient in their jobs. We have seen improvement in our supply chain performance; however, the environment remains challenging and we continue to actively manage and problem solve with our suppliers. We also continue to assess the environment and are taking appropriate price actions in response to rising costs. We are executing multiple work streams to capture prices that better reflect the value we deliver.
We are unable to predict the full extent to which macroeconomic challenges will continue to adversely impact our business, including our operational performance, results of operations, cash flows, financial position, and the achievement of our strategic objectives. Such uncertainty may affect our ability to accurately predict our future performance and forecast our financial results.
Operational Highlights
Quarter and Year to Date Highlights
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aerospace segment |
|
$ |
480,531 |
|
|
$ |
401,712 |
|
|
$ |
1,313,233 |
|
|
$ |
1,110,904 |
|
Industrial segment |
|
|
320,132 |
|
|
|
212,620 |
|
|
|
824,263 |
|
|
|
631,853 |
|
Consolidated net sales |
|
$ |
800,663 |
|
|
$ |
614,332 |
|
|
$ |
2,137,496 |
|
|
$ |
1,742,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aerospace segment |
|
$ |
83,075 |
|
|
$ |
56,566 |
|
|
$ |
211,823 |
|
|
$ |
167,458 |
|
Segment earnings as a percent of segment net sales |
|
|
17.3 |
% |
|
|
14.1 |
% |
|
|
16.1 |
% |
|
|
15.1 |
% |
Industrial segment |
|
$ |
58,197 |
|
|
$ |
21,102 |
|
|
$ |
107,170 |
|
|
$ |
62,029 |
|
Segment earnings as a percent of segment net sales |
|
|
18.2 |
% |
|
|
9.9 |
% |
|
|
13.0 |
% |
|
|
9.8 |
% |
Consolidated net earnings |
|
$ |
84,599 |
|
|
$ |
39,446 |
|
|
$ |
149,716 |
|
|
$ |
117,657 |
|
Adjusted net earnings |
|
$ |
84,599 |
|
|
$ |
39,446 |
|
|
$ |
175,924 |
|
|
$ |
122,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effective tax rate |
|
|
20.0 |
% |
|
|
21.6 |
% |
|
|
15.8 |
% |
|
|
17.2 |
% |
Adjusted effective tax rate |
|
|
20.0 |
% |
|
|
21.6 |
% |
|
|
17.3 |
% |
|
|
17.6 |
% |
Consolidated diluted earnings per share |
|
$ |
1.37 |
|
|
$ |
0.64 |
|
|
$ |
2.44 |
|
|
$ |
1.84 |
|
Consolidated adjusted diluted earnings per share |
|
$ |
1.37 |
|
|
$ |
0.64 |
|
|
$ |
2.87 |
|
|
$ |
1.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings before interest and taxes ("EBIT") |
|
$ |
117,397 |
|
|
$ |
58,467 |
|
|
$ |
212,500 |
|
|
$ |
165,671 |
|
Adjusted EBIT |
|
$ |
117,397 |
|
|
$ |
58,467 |
|
|
$ |
247,376 |
|
|
$ |
171,925 |
|
Earnings before interest, taxes, depreciation, and amortization ("EBITDA") |
|
$ |
147,441 |
|
|
$ |
88,394 |
|
|
$ |
301,801 |
|
|
$ |
256,929 |
|
Adjusted EBITDA |
|
$ |
147,441 |
|
|
$ |
88,394 |
|
|
$ |
336,677 |
|
|
$ |
263,183 |
|
Adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA are non-U.S. GAAP financial measures. A description of these measures as well as a reconciliation of these non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial measures can be found under the caption “Non-U.S. GAAP Financial Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.
30
Liquidity Highlights
Net cash provided by operating activities for the first nine months of fiscal year 2023 was $155,630, compared to $86,016 for the first nine months of fiscal year 2022. The increase in net cash provided by operating activities in the first nine months of fiscal year 2023 compared to the first nine months of the prior fiscal year is primarily attributable to increased earnings, partially offset by working capital increases and the timing of certain tax payments.
For the first nine months of fiscal year 2023, free cash flow was $98,488, compared to $48,911 for the first nine months of fiscal year 2022. We define free cash flow as net cash flow from operating activities less payments for property, plant and equipment. Adjusted free cash flow, which we define as free cash flow plus cash payments for costs related to business development activities, restructuring charges, and certain non-restructuring separation costs was $103,059 for the first nine months of fiscal year 2023, compared to $52,398 for the first nine months of fiscal year 2022. The increase in free cash flow and adjusted free cash flow for the first nine months of fiscal year 2023 as compared to the same period of the prior fiscal year was primarily due to increased earnings, partially offset by higher capital expenditures. Free cash flow and adjusted free cash flow are non-U.S. GAAP financial measures. A description of these measures as well as a reconciliation of these non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial measures can be found under the caption “Non-U.S. GAAP Financial Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.
At June 30, 2023, we held $114,107 in cash and cash equivalents and had total outstanding debt of $750,857. We have additional borrowing availability of $967,678, net of outstanding letters of credit, under our revolving credit agreement. At June 30, 2023, we also had additional borrowing capacity of $27,181 under various foreign lines of credit and foreign overdraft facilities.
RESULTS OF OPERATIONS
The following table sets forth condensed consolidated statements of earnings data as a percentage of net sales for each period indicated:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||||||||||||||||||
|
|
June 30, |
|
|
% of Net |
|
|
June 30, |
|
|
% of Net |
|
|
June 30, |
|
|
% of Net |
|
|
June 30, |
|
|
% of Net |
|
||||||||
Net sales |
|
$ |
800,663 |
|
|
|
100 |
% |
|
$ |
614,332 |
|
|
|
100 |
% |
|
$ |
2,137,496 |
|
|
|
100 |
% |
|
$ |
1,742,757 |
|
|
|
100 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold |
|
|
596,251 |
|
|
|
74.5 |
% |
|
|
480,403 |
|
|
|
78.2 |
% |
|
|
1,649,473 |
|
|
|
77.2 |
% |
|
|
1,352,979 |
|
|
|
77.6 |
% |
Selling, general, and administrative expenses |
|
|
64,983 |
|
|
|
8.1 |
% |
|
|
46,490 |
|
|
|
7.6 |
% |
|
|
203,748 |
|
|
|
9.5 |
% |
|
|
152,920 |
|
|
|
8.8 |
% |
Research and development costs |
|
|
35,033 |
|
|
|
4.4 |
% |
|
|
32,224 |
|
|
|
5.2 |
% |
|
|
100,034 |
|
|
|
4.7 |
% |
|
|
90,000 |
|
|
|
5.2 |
% |
Restructuring charges |
|
|
— |
|
|
|
0.0 |
% |
|
|
— |
|
|
|
0.0 |
% |
|
|
5,172 |
|
|
|
0.2 |
% |
|
|
— |
|
|
|
0.0 |
% |
Interest expense |
|
|
12,175 |
|
|
|
1.5 |
% |
|
|
8,533 |
|
|
|
1.4 |
% |
|
|
36,162 |
|
|
|
1.7 |
% |
|
|
25,036 |
|
|
|
1.4 |
% |
Interest income |
|
|
(516 |
) |
|
|
(0.1 |
)% |
|
|
(353 |
) |
|
|
(0.1 |
)% |
|
|
(1,390 |
) |
|
|
(0.1 |
)% |
|
|
(1,494 |
) |
|
|
(0.1 |
)% |
Other (income) expense, net |
|
|
(13,001 |
) |
|
|
(1.6 |
)% |
|
|
(3,252 |
) |
|
|
(0.5 |
)% |
|
|
(33,431 |
) |
|
|
(1.6 |
)% |
|
|
(18,813 |
) |
|
|
(1.1 |
)% |
Total costs and expenses |
|
|
694,925 |
|
|
|
86.8 |
% |
|
|
564,045 |
|
|
|
91.8 |
% |
|
|
1,959,768 |
|
|
|
91.7 |
% |
|
|
1,600,628 |
|
|
|
91.8 |
% |
Earnings before income taxes |
|
|
105,738 |
|
|
|
13.2 |
% |
|
|
50,287 |
|
|
|
8.2 |
% |
|
|
177,728 |
|
|
|
8.3 |
% |
|
|
142,129 |
|
|
|
8.2 |
% |
Income tax expense |
|
|
21,139 |
|
|
|
2.6 |
% |
|
|
10,841 |
|
|
|
1.8 |
% |
|
|
28,012 |
|
|
|
1.3 |
% |
|
|
24,472 |
|
|
|
1.4 |
% |
Net earnings |
|
$ |
84,599 |
|
|
|
10.6 |
% |
|
$ |
39,446 |
|
|
|
6.4 |
% |
|
$ |
149,716 |
|
|
|
7.0 |
% |
|
$ |
117,657 |
|
|
|
6.8 |
% |
Other select financial data:
|
|
June 30, 2023 |
|
|
September 30, 2022 |
|
||
Working capital |
|
$ |
903,818 |
|
|
$ |
772,856 |
|
Total debt |
|
|
750,857 |
|
|
|
777,416 |
|
Total stockholders' equity |
|
|
2,085,790 |
|
|
|
1,901,122 |
|
31
Net Sales
Consolidated net sales for the third quarter of fiscal year 2023 increased by $186,331, or 30.3%, compared to the same period of fiscal year 2022. Consolidated net sales for the first nine months of fiscal year 2023 increased by $394,739, or 22.7%, compared to the same period of fiscal year 2022.
Details of the changes in consolidated net sales are as follows:
|
|
Three-Month Period |
|
|
Nine-Month Period |
|
||
Consolidated net sales for the period ended June 30, 2022 |
|
$ |
614,332 |
|
|
$ |
1,742,757 |
|
Aerospace volume |
|
|
52,689 |
|
|
|
131,416 |
|
Industrial volume |
|
|
90,547 |
|
|
|
187,300 |
|
Noncash consideration |
|
|
(4,550 |
) |
|
|
(8,907 |
) |
Effects of changes in price |
|
|
50,683 |
|
|
|
120,827 |
|
Effects of changes in foreign currency rates |
|
|
(3,038 |
) |
|
|
(35,897 |
) |
Consolidated net sales for the period ended June 30, 2023 |
|
$ |
800,663 |
|
|
$ |
2,137,496 |
|
In the Aerospace segment, the increase in net sales for the third quarter and first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year is primarily attributable to an increase in commercial OEM and aftermarket sales driven by higher OEM production rates, continued recovery in passenger traffic, increasing aircraft utilization, and price realization, partially offset by lower defense OEM sales primarily driven by reduced demand for guided weapons.
In the Industrial segment, the increase in net sales for the third quarter and first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year is primarily attributable to volume increases across all markets and price realization. Industrial sales benefited from significantly increased on-highway natural gas truck production in China, although future demand beyond the fourth quarter of fiscal year 2023 remains uncertain.
Costs and Expenses
Cost of goods sold increased by $115,848 to $596,251, for the third quarter of fiscal year 2023, from $480,403 for the third quarter of fiscal year 2022. As a percentage of net sales, cost of goods sold decreased to 74.5% for the third quarter of fiscal year 2023, compared to 78.2% in the prior year period.
Cost of goods sold increased by $296,494 to $1,649,473 for the first nine months of fiscal year 2023, from $1,352,979, for the first nine months of fiscal year 2022. As a percentage of net sales, costs of goods sold decreased to 77.2% for the first nine months of fiscal year 2023, compared to 77.6% for the prior year period. The increase in cost of goods sold on an absolute basis in the third quarter and first nine months of fiscal year 2023 compared to the same periods of the prior fiscal year was primarily due to higher sales volume and net inflationary impacts on material and labor costs.
Gross margin (as measured by net sales less cost of goods sold, divided by net sales) was 25.5% for the third quarter of fiscal year 2023 and 22.8% for the first nine months of fiscal year 2023, compared to 21.8% for the third quarter of fiscal year 2022 and 22.4% for the first nine months of fiscal year 2022. The increase in gross margin for the first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year is primarily attributable to higher sales volume, partially offset by net inflationary impacts on material and labor costs, as well as non-recurring, specific charges for excess and obsolete inventory and product rationalization.
Selling, general and administrative expenses increased by $18,493, or 39.8%, to $64,983 for the third quarter of fiscal year 2023, compared to $46,490 for the third quarter of fiscal year 2022. Selling, general, and administrative expenses as a percentage of net sales increased to 8.1% for the third quarter of fiscal year 2023, compared to 7.6% for the third quarter of fiscal year 2022. The increase in selling, general and administrative expenses for the third quarter as compared to the same periods of the prior fiscal year is primarily due to increased annual variable incentive compensation costs and increased expenses relating to inflation, increased headcount, and expenses relating to our deferred compensation program.
Selling, general, and administrative expenses increased by $50,828, or 33.2%, to $203,748 for the first nine months of fiscal year 2023, compared to $152,920 for the first nine months of fiscal year 2022. Selling, general, and administrative expenses as a percentage of net sales increased to 9.5% for the first nine months of fiscal year 2023, compared to 8.8% for the first nine months of fiscal year 2022. The increase in selling, general and administrative expenses for the first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year is primarily due to increased annual variable incentive compensation costs, increased expenses relating to inflation, increased headcount, and expenses relating to our deferred compensation program, as well as a non-recurring charge related to customer collections, and a product rationalization charge related to the write-off of assets, whereas such charges did not occur in the prior fiscal periods.
32
Research and development costs increased by $2,809, or 8.7%, to $35,033 for the third quarter of fiscal year 2023, as compared to $32,224 for the third quarter of fiscal year 2022. The increase in research and development costs for the third quarter of fiscal year 2023 as compared to the same period of the prior fiscal year is primarily due to variability in the timing of projects and expenses. As a percentage of net sales, research and development costs decreased to 4.4% for the third quarter of fiscal year 2023, as compared to 5.2% for the same period of the prior fiscal year.
Research and development costs increased by $10,034, or 11.1%, to $100,034 for the first nine months of fiscal year 2023, as compared to $90,000 for the first nine months of fiscal year 2022. The increase in research and development costs for the first nine months of fiscal year 2023 as compared to the same period of the prior fiscal year is primarily due to variability in the timing of projects and expenses. As a percentage of net sales, research and development costs decreased to 4.7% for the first nine months of fiscal year 2023, as compared to 5.2% for the first nine months of fiscal year 2022.
Our research and development activities extend across almost all of our customer base, and we anticipate ongoing variability in research and development costs due to the timing of customer business needs on current and future programs.
Restructuring charges of $5,172 were recognized in the nine months of fiscal year 2023 primarily related to workforce management to implement a streamlined Aerospace and Industrial organizational and leadership structure designed to enhance the sales experience for customers, simplify operations, and increase profitability through improved execution. All of the restructuring charges recorded in fiscal year 2023 were recorded as nonsegment expenses. There were no such restructuring charges recorded in the third quarter of fiscal 2023 or the first nine months of fiscal year 2022.
Interest expense increased by $3,642, or 42.7%, to $12,175 for the third quarter of fiscal year 2023, compared to $8,533 for the third quarter of fiscal year 2022. Interest expense as a percentage of net sales was 1.5% for the third quarter of fiscal year 2023, compared to 1.4% for the third quarter of fiscal year 2022. Interest expense increased by $11,126, or 44.4%, to $36,162 for the first nine months of fiscal year 2023, compared to $25,036 for the first nine months of fiscal year 2022. Interest expense as a percentage of net sales was 1.7% for the first nine months of fiscal year 2023, compared to 1.4% for the first nine months of fiscal year 2022. The increase in interest expense for the third quarter and first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year is primarily attributable to increased borrowings and interest rates on the revolving credit facility during the third quarter and first nine months of fiscal year 2023.
Other income increased by $9,749 to $13,001 for the third quarter of fiscal year 2023, compared to $3,252 for the third quarter of fiscal year 2022. Other income increased by $14,618 to $33,431 for the first nine months of fiscal year 2023, compared to $18,813 for the first nine months of fiscal year 2022. The increase in other income for the third quarter and first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year is primarily attributable to increased earnings in the joint venture and a gain on investments in our deferred compensation program, whereas a loss on such investments was recognized in the prior fiscal year.
Income taxes were provided at an effective rate on earnings before income taxes of 20.0% for the third quarter and 15.8% for the first nine months of fiscal year 2023, and 21.6% for the third quarter and 17.2% for the first nine months of fiscal year 2022. The decrease in the effective tax rate for the third quarter compared to the same period of the prior year is primarily attributable to a larger stock-based compensation tax benefit in the quarter and larger state income tax credits. The decrease in the effective tax rate for the first nine months of fiscal year 2023 compared to the same period of the prior year is primarily attributable to the release of uncertain tax positions and larger state income tax credits, partially offset by a smaller year-to-date stock-based compensation tax benefit.
Segment Results
The following table presents sales by segment:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||||||||||||||||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aerospace |
|
$ |
480,531 |
|
|
|
60.0 |
% |
|
$ |
401,712 |
|
|
|
65.4 |
% |
|
$ |
1,313,233 |
|
|
|
61.4 |
% |
|
$ |
1,110,904 |
|
|
|
63.7 |
% |
Industrial |
|
|
320,132 |
|
|
|
40.0 |
% |
|
|
212,620 |
|
|
|
34.6 |
% |
|
|
824,263 |
|
|
|
38.6 |
% |
|
|
631,853 |
|
|
|
36.3 |
% |
Consolidated net sales |
|
$ |
800,663 |
|
|
|
100 |
% |
|
$ |
614,332 |
|
|
|
100 |
% |
|
$ |
2,137,496 |
|
|
|
100 |
% |
|
$ |
1,742,757 |
|
|
|
100 |
% |
33
The following table presents earnings by segment and reconciles segment earnings to consolidated net earnings:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Aerospace |
|
$ |
83,075 |
|
|
$ |
56,566 |
|
|
$ |
211,823 |
|
|
$ |
167,458 |
|
Industrial |
|
|
58,197 |
|
|
|
21,102 |
|
|
|
107,170 |
|
|
|
62,029 |
|
Nonsegment expenses |
|
|
(23,875 |
) |
|
|
(19,201 |
) |
|
|
(106,493 |
) |
|
|
(63,816 |
) |
Interest expense, net |
|
|
(11,659 |
) |
|
|
(8,180 |
) |
|
|
(34,772 |
) |
|
|
(23,542 |
) |
Consolidated earnings before income taxes |
|
|
105,738 |
|
|
|
50,287 |
|
|
|
177,728 |
|
|
|
142,129 |
|
Income tax expense |
|
|
(21,139 |
) |
|
|
(10,841 |
) |
|
|
(28,012 |
) |
|
|
(24,472 |
) |
Consolidated net earnings |
|
$ |
84,599 |
|
|
$ |
39,446 |
|
|
$ |
149,716 |
|
|
$ |
117,657 |
|
The following table presents segment earnings as a percent of segment net sales:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Aerospace |
|
|
17.3 |
% |
|
|
14.1 |
% |
|
|
16.1 |
% |
|
|
15.1 |
% |
Industrial |
|
|
18.2 |
% |
|
|
9.9 |
% |
|
|
13.0 |
% |
|
|
9.8 |
% |
Aerospace
Aerospace segment net sales increased by $78,819, or 19.6%, to $480,531 for the third quarter of fiscal year 2023, compared to $401,712 for the third quarter of fiscal year 2022. Aerospace segment net sales increased by $202,329, or 18.2%, to $1,313,233 for the first nine months of fiscal year 2023, compared to $1,110,904 for the first nine months of fiscal year 2022. The increase in Aerospace segment net sales in the third quarter and first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year is primarily due to higher commercial OEM and aftermarket sales as well as price realization, partially offset by the reduced demand for guided weapons.
Defense OEM sales decreased in the third quarter and first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year, primarily driven by the reduced demand for guided weapons. However, with the exception of guided weapons, defense OEM demand remained stable at elevated levels. Our defense aftermarket sales increased in the third quarter and first nine months of fiscal year 2023 compared to the same periods of the prior fiscal year, primarily driven by increased defense budgets resulting in operations and maintenance upgrades.
Aerospace segment earnings increased by $26,509, or 46.9%, to $83,075 for the third quarter of fiscal year 2023, compared to $56,566 for the third quarter of fiscal year 2022. Aerospace segment earnings increased by $44,365, or 26.5%, to $211,823 for the first nine months of fiscal year 2023, compared to $167,458 for the first nine months of fiscal year 2022.
The increase in Aerospace segment earnings for the third quarter and first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year was due to the following:
|
|
Three-Month Period |
|
|
Nine-Month Period |
|
||
Earnings for the period ended June 30, 2022 |
|
$ |
56,566 |
|
|
$ |
167,458 |
|
Sales volume |
|
|
23,508 |
|
|
|
57,780 |
|
Price, sales mix, inflation and productivity |
|
|
19,297 |
|
|
|
33,108 |
|
Manufacturing costs related to hiring and training |
|
|
(5,458 |
) |
|
|
(16,472 |
) |
Annual variable incentive compensation costs |
|
|
(12,246 |
) |
|
|
(24,498 |
) |
Other, net |
|
|
1,408 |
|
|
|
(5,553 |
) |
Earnings for the period ended June 30, 2023 |
|
$ |
83,075 |
|
|
$ |
211,823 |
|
Aerospace segment earnings as a percentage of segment net sales were 17.3% for the third quarter and 16.1% for the first nine months of fiscal year 2023, compared to 14.1% for the third quarter and 15.1% for the first nine months of fiscal year 2022.
34
Industrial
Industrial segment net sales increased by $107,512, or 50.6%, to $320,132 for the third quarter of fiscal year 2023, compared to $212,620 for the third quarter of fiscal year 2022. Industrial segment net sales increased by $192,410, or 30.5%, to $824,263 for the first nine months of fiscal year 2023, compared to $631,853 for the first nine months of fiscal year 2022. The increase in Industrial segment net sales in the third quarter and first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year was primarily attributable to volume increases across all markets, including significantly increased on-highway natural gas truck production in China, partially offset by unfavorable foreign currency impacts of $3,030 in the third quarter and $31,121 in the first nine months of fiscal year 2023. Future demand for on-highway natural gas trucks in China beyond the fourth quarter of fiscal year 2023 remains uncertain.
Industrial segment earnings increased by $37,095, or 175.8%, to $58,197 for the third quarter of fiscal year 2023, compared to $21,102 for the third quarter of fiscal year 2022. Segment earnings increased by $45,141, or 72.8%, to $107,170 for the first nine months of fiscal year 2023, compared to $62,029 for the first nine months of fiscal year 2022.
The increase in Industrial segment earnings for the third quarter and first nine months of fiscal year 2023 compared to the same periods of the prior fiscal year was due to the following:
|
|
Three-Month Period |
|
|
Nine-Month Period |
|
||
Earnings for the period ended June 30, 2022 |
|
$ |
21,102 |
|
|
$ |
62,029 |
|
Sales volume |
|
|
41,115 |
|
|
|
83,854 |
|
Price, sales mix, inflation and productivity |
|
|
14,165 |
|
|
|
10,319 |
|
Manufacturing costs related to hiring and training |
|
|
(4,600 |
) |
|
|
(14,793 |
) |
Effects of changes in foreign currency rates |
|
|
(1,507 |
) |
|
|
(9,463 |
) |
Annual variable incentive compensation costs |
|
|
(8,807 |
) |
|
|
(16,458 |
) |
Other, net |
|
|
(3,271 |
) |
|
|
(8,318 |
) |
Earnings for the period ended June 30, 2023 |
|
$ |
58,197 |
|
|
$ |
107,170 |
|
Industrial segment earnings as a percentage of segment net sales were 18.2% for the third quarter and 13.0% for the first nine months of fiscal year 2023, compared to 9.9% for the third quarter and 9.8% for the first nine months of fiscal year 2022.
Industrial segment earnings in the third quarter of fiscal year 2023 and the first nine months of fiscal year 2023 as compared to the same periods of the prior fiscal year benefited from significantly increased on-highway natural gas truck production in China, although future demand beyond the fourth quarter of fiscal year 2023 remains uncertain.
Nonsegment
Nonsegment expenses increased by $4,674 to $23,875 for the third quarter of fiscal year 2023, compared to $19,201 for the third quarter of fiscal year 2022. Nonsegment expenses increased by $42,677 to $106,493 for the first nine months of fiscal year 2023, compared to $63,816 for the first nine months of fiscal year 2022. Nonsegment expenses for the first nine months of fiscal year 2023 included a specific charge for excess and obsolete inventory of $11,995, a product rationalization charge of $10,504, a restructuring charge of $5,172, a non-recurring charge related to customer collections of $4,997, and certain non-restructuring separation costs of $2,208. Excluding these charges from 2023, nonsegment expenses increased by $7,801 in the first nine months of fiscal year 2023 compared to same period of the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have satisfied our working capital needs, as well as capital expenditures, product development, and other liquidity requirements associated with our operations, with cash flow provided by operating activities and borrowings under our credit facilities. From time to time, we have also issued debt to supplement our cash needs, repay our other indebtedness, or finance our acquisitions. We continue to expect that cash generated from our operating activities, together with borrowings under our revolving credit facility and other borrowing capacity, will be sufficient to fund our continuing operating needs for the foreseeable future.
In addition to our revolving credit facility, we have various foreign credit facilities, some of which are tied to net amounts on deposit at certain foreign financial institutions. These foreign credit facilities are reviewed annually for renewal. We use borrowings under these foreign credit facilities to finance certain local operations on a periodic basis. For further discussion of our revolving credit facility and our other credit facilities, see Note 15, Credit facilities, short-term borrowings and long-term debt in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item I of this Form 10-Q.
35
At June 30, 2023, we had total outstanding debt of $750,857 consisting of various series of unsecured notes due between 2023 and 2033 and obligations under our finance leases.
At June 30, 2023, we had $23,500 outstanding on our revolving credit facility, all of which is classified as short-term borrowings based on our intent and ability to repay this amount in the next twelve months. Revolving credit facility and short-term borrowing activity during the nine months ended June 30, 2023 were as follows:
Maximum daily balance during the period |
|
$ |
317,800 |
|
Average daily balance during the period |
|
$ |
229,267 |
|
Weighted average interest rate on average daily balance |
|
|
5.65 |
% |
At June 30, 2023, we had additional borrowing availability of $967,678 under our revolving credit facility, net of outstanding letters of credit, and additional borrowing availability of $27,181 under various foreign credit facilities.
To our knowledge, we were in compliance with all our debt covenants as of June 30, 2023. See Note 15, Credit facilities, short-term borrowings and long-term debt in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of our most recently filed Form 10-K, for more information about our covenants.
In addition to utilizing our cash resources to fund the working capital needs of our business, we evaluate additional strategic uses of our funds, including the repurchase of our common stock, payment of dividends, significant capital expenditures, strategic acquisitions, and other potential uses of cash.
From time to time, the Company enters into various factoring agreements with third-party financial institutions to sell certain of its receivables. Factoring activity resulted in an increase of approximately $18,096 in cash provided by operating activities during the nine months ended June 30, 2023, compared to an increase in cash provided by operating activities of approximately $25,975 during the nine months ended June 30, 2022.
Our ability to service our long-term debt, to remain in compliance with the various restrictions and covenants contained in our debt agreements, and to fund working capital, capital expenditures and product development efforts will depend on our ability to generate cash from operating activities, which in turn is subject to, among other things, future operating performance as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control.
In November 2019, the Board had authorized a program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that was scheduled to expire in November 2022 (the “2019 Authorization”). During the first nine months of fiscal year 2022, we repurchased 233 shares of our common stock for $26,742 under the 2019 Authorization. We repurchased no shares under the 2019 Authorization during the first nine months of fiscal year 2023.
In January 2022, the Board terminated the 2019 Authorization and concurrently authorized a program for the repurchase of up to $800,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a two-year period ending in January 2024 (the “2022 Authorization”). During the first nine months of fiscal year 2023, we repurchased 274 shares of our common stock for $26,369 under the 2022 Authorization, as compared to 3,441 shares of our common stock for $400,975 under the 2022 Authorization during the first nine months of fiscal year 2022.
We believe that cash flows from operations, along with our contractually committed borrowings and other borrowing capability, will continue to be sufficient to fund anticipated capital spending requirements and our operations for the foreseeable future. However, we could be adversely affected if the financial institutions providing our capital requirements refuse to honor their contractual commitments, cease lending, or declare bankruptcy. We believe the lending institutions participating in our credit arrangements are financially stable and do not currently foresee adverse impacts to financial institutions supporting our capital requirements.
36
Cash Flows
|
|
Nine Months Ended June 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Net cash provided by operating activities |
|
$ |
155,630 |
|
|
$ |
86,016 |
|
Net cash (used in) investing activities |
|
|
(54,204 |
) |
|
|
(29,415 |
) |
Net cash (used in) financing activities |
|
|
(83,315 |
) |
|
|
(404,966 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
(11,848 |
) |
|
|
(396 |
) |
Net change in cash and cash equivalents |
|
|
6,263 |
|
|
|
(348,761 |
) |
Cash and cash equivalents, including restricted cash, at beginning of year |
|
|
107,844 |
|
|
|
448,462 |
|
Cash and cash equivalents, including restricted cash, at end of period |
|
$ |
114,107 |
|
|
$ |
99,701 |
|
Net cash flows provided by operating activities for the first nine months of fiscal year 2023 was $155,630, compared to $86,016 for the same period of fiscal year 2022. The increase in net cash provided by operating activities in the first nine months of fiscal year 2023 as compared to the first nine months of the prior fiscal year is primarily attributable to increased earnings, partially offset by the working capital increases and timing of tax payments.
Net cash flows used in investing activities for the first nine months of fiscal year 2023 was $54,204, compared to $29,415 for the same period of fiscal year 2022. The increase in cash flows used in investing activities in the first nine months of fiscal year 2023 as compared to the first nine months of the prior fiscal year is primarily due to increased payments for property, plant and equipment.
Net cash flows used in financing activities for the first nine months of fiscal year 2023 was $83,315, compared to net cash flows used in financing activities of $404,966 for the same period of fiscal year 2022. The decrease in net cash flows used in financing activities in the first nine months of fiscal year 2023 as compared to the first nine months of the prior fiscal year is primarily attributable to the decrease in repurchases of common stock and a change in net debt payments as compared to borrowings. During the first nine months of fiscal year 2023, we had net debt payments in the amount of $43,836, while we had net debt borrowings of $48,556 in the first nine months of fiscal year 2022. During the first nine months of fiscal year 2023, we made $26,369 of cash repurchases of common stock, as compared to $440,233 of cash repurchases of common stock during the first nine months of fiscal year 2022.
Non-U.S. GAAP Financial Measures
Adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, adjusted EBITDA, free cash flow, and adjusted free cash flow are financial measures not prepared and presented in accordance with U.S. GAAP. However, we believe these non-U.S. GAAP financial measures provide additional information that enables readers to evaluate our business from the perspective of management.
Earnings based non‐U.S. GAAP financial measures
Adjusted net earnings is defined by the Company as net earnings excluding, as applicable, (i) a specific charge for excess and obsolete inventory, (ii) product rationalization, (iii) a restructuring charge, (iv) a non-recurring charge related to customer collections, (v) certain non-restructuring separation costs, (vi) a charge in connection with a non-recurring matter unrelated to the ongoing operations of the business, and a partial reversal of such charge in a subsequent period, and (vii) costs related to business development activities. The product rationalization adjustment pertains to a non-recurring write-off of inventory and assets related to the elimination of certain product lines. The specific charge for excess and obsolete inventory pertains to a non-recurring process change that resulted in the identification and write down of certain excess inventory unrelated to product rationalization. The non-recurring charge related to customer collections pertains to a discrete process issue that was identified and corrected. The Company believes that these excluded items are short‐term in nature, not directly related to the ongoing operations of the business, and therefore, the exclusion of them illustrates more clearly how the underlying business of Woodward is performing. Management uses adjusted net earnings to evaluate the Company’s performance excluding these infrequent or unusual period expenses that are not necessarily indicative of the Company’s operating performance for the period. Management defines adjusted earnings per share as adjusted net earnings, as defined above, divided by the weighted‐average number of diluted shares of common stock outstanding for the period. Management uses both adjusted net earnings and adjusted earnings per share when comparing operating performance to other periods which may not have similar, infrequent or unusual charges.
37
The reconciliation of net earnings and earnings per share to adjusted net earnings and adjusted earnings per share, respectively, is shown in the tables below:
|
|
Three Months Ended June 30, |
|
|||||||||||||
|
|
2023 |
|
|
2022 |
|
||||||||||
|
|
Net Earnings |
|
|
Earnings Per Share |
|
|
Net Earnings |
|
|
Earnings Per Share |
|
||||
Net earnings (U.S. GAAP) |
|
$ |
84,599 |
|
|
$ |
1.37 |
|
|
$ |
39,446 |
|
|
$ |
0.64 |
|
Non-U.S. GAAP adjustments, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specific charge for excess and obsolete inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Product rationalization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Restructuring charge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Non-recurring charge related to customer collections |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Certain non-restructuring separation costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Non-recurring matter unrelated to the ongoing operations of the business |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Business development activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Non-U.S. GAAP adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Adjusted net earnings (Non-U.S. GAAP) |
|
$ |
84,599 |
|
|
$ |
1.37 |
|
|
$ |
39,446 |
|
|
$ |
0.64 |
|
|
|
Nine Months Ended June 30, |
|
|||||||||||||
|
|
2023 |
|
|
2022 |
|
||||||||||
|
|
Net Earnings |
|
|
Earnings Per Share |
|
|
Net Earnings |
|
|
Earnings Per Share |
|
||||
Earnings per share (U.S. GAAP) |
|
$ |
149,716 |
|
|
$ |
2.44 |
|
|
$ |
117,657 |
|
|
$ |
1.84 |
|
Non-U.S. GAAP adjustments, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specific charge for excess and obsolete inventory1 |
|
|
9,016 |
|
|
|
0.15 |
|
|
|
— |
|
|
|
— |
|
Product rationalization2 |
|
|
7,896 |
|
|
|
0.13 |
|
|
|
— |
|
|
|
— |
|
Restructuring charge |
|
|
3,874 |
|
|
|
0.06 |
|
|
|
— |
|
|
|
— |
|
Non-recurring charge related to customer collections3 |
|
|
3,761 |
|
|
|
0.06 |
|
|
|
— |
|
|
|
— |
|
Certain non-restructuring separation costs3 |
|
|
1,661 |
|
|
|
0.03 |
|
|
|
— |
|
|
|
— |
|
Non-recurring matter unrelated to the ongoing operations of the business3 |
|
|
— |
|
|
|
— |
|
|
|
2,454 |
|
|
|
0.04 |
|
Business development activities3 |
|
|
— |
|
|
|
— |
|
|
|
2,236 |
|
|
|
0.03 |
|
Total non-U.S. GAAP adjustments |
|
|
26,208 |
|
|
|
0.43 |
|
|
|
4,690 |
|
|
|
0.07 |
|
Adjusted earnings per share (Non-U.S. GAAP) |
|
$ |
175,924 |
|
|
$ |
2.87 |
|
|
$ |
122,347 |
|
|
$ |
1.91 |
|
Management uses EBIT to evaluate Woodward’s performance without financing and tax related considerations, as these elements do not fluctuate with operating results. Management uses EBITDA in evaluating Woodward’s operating performance, making business decisions, including developing budgets, managing expenditures, forecasting future periods, and evaluating capital structure impacts of various strategic scenarios. Securities analysts, investors, and others frequently use EBIT and EBITDA in their evaluation of companies, particularly those with significant property, plant, and equipment, and intangible assets subject to amortization. The Company believes that EBIT and EBITDA are useful measures to the investor when measuring operating performance as they eliminate the impact of financing and tax expenses, which are non-operating expenses and may be driven by factors outside of the Company’s operations, such as changes in tax laws or regulations, and, in the case of EBITDA, the noncash charges associated with depreciation and amortization. Further, as interest from financing, income taxes, depreciation, and amortization can vary dramatically between companies and between periods, management believes that the removal of these items can improve comparability.
38
Adjusted EBIT and adjusted EBITDA represent further non-U.S. GAAP adjustments to EBIT and EBITDA, in each case adjusted to exclude, as applicable, (i) a specific charge for excess and obsolete inventory, (ii) product rationalization, (iii) a restructuring charge, (iv) a non-recurring charge related to customer collections, (v) certain non-restructuring separation costs, (vi) a charge in connection with a non-recurring matter unrelated to the ongoing operations of the business, and a partial reversal of such charge in a subsequent period, and (vii) costs related to business development activities. The product rationalization adjustment pertains to a non-recurring write-off of inventory and assets related to the elimination of certain product lines. The specific charge for excess and obsolete inventory pertains to a non-recurring process change that resulted in the identification and write down of certain excess inventory unrelated to product rationalization. The non-recurring charge related to customer collections pertains to a discrete process issue that was identified and corrected. As these charges are infrequent or unusual items that can be variable from period to period and do not fluctuate with operating results, management believes removing these gains and charges from EBIT and EBITDA improves comparability of past, present, and future operating results and provides consistency when comparing EBIT and EBITDA between periods.
EBIT and adjusted EBIT reconciled to net earnings were as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net earnings (U.S. GAAP) |
|
$ |
84,599 |
|
|
$ |
39,446 |
|
|
$ |
149,716 |
|
|
$ |
117,657 |
|
Income tax expense |
|
|
21,139 |
|
|
|
10,841 |
|
|
|
28,012 |
|
|
|
24,472 |
|
Interest expense |
|
|
12,175 |
|
|
|
8,533 |
|
|
|
36,162 |
|
|
|
25,036 |
|
Interest income |
|
|
(516 |
) |
|
|
(353 |
) |
|
|
(1,390 |
) |
|
|
(1,494 |
) |
EBIT (Non-U.S. GAAP) |
|
|
117,397 |
|
|
|
58,467 |
|
|
|
212,500 |
|
|
|
165,671 |
|
Non-U.S. GAAP adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specific charge for excess and obsolete inventory1 |
|
|
— |
|
|
|
— |
|
|
|
11,995 |
|
|
|
— |
|
Product rationalization2 |
|
|
— |
|
|
|
— |
|
|
|
10,504 |
|
|
|
— |
|
Restructuring charge |
|
|
— |
|
|
|
— |
|
|
|
5,172 |
|
|
|
— |
|
Non-recurring charge related to customer collections3 |
|
|
— |
|
|
|
— |
|
|
|
4,997 |
|
|
|
— |
|
Certain non-restructuring separation costs3 |
|
|
— |
|
|
|
— |
|
|
|
2,208 |
|
|
|
— |
|
Non-recurring matter unrelated to the ongoing operations of the business3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,272 |
|
Business development activities3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,982 |
|
Total non-U.S. GAAP adjustments |
|
|
— |
|
|
|
— |
|
|
|
34,876 |
|
|
|
6,254 |
|
Adjusted EBIT (Non-U.S. GAAP) |
|
$ |
117,397 |
|
|
$ |
58,467 |
|
|
$ |
247,376 |
|
|
$ |
171,925 |
|
39
EBITDA and adjusted EBITDA reconciled to net earnings were as follows:
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net earnings (U.S. GAAP) |
|
$ |
84,599 |
|
|
$ |
39,446 |
|
|
$ |
149,716 |
|
|
$ |
117,657 |
|
Income tax expense |
|
|
21,139 |
|
|
|
10,841 |
|
|
|
28,012 |
|
|
|
24,472 |
|
Interest expense |
|
|
12,175 |
|
|
|
8,533 |
|
|
|
36,162 |
|
|
|
25,036 |
|
Interest income |
|
|
(516 |
) |
|
|
(353 |
) |
|
|
(1,390 |
) |
|
|
(1,494 |
) |
Amortization of intangible assets |
|
|
9,493 |
|
|
|
9,309 |
|
|
|
28,089 |
|
|
|
28,584 |
|
Depreciation expense |
|
|
20,551 |
|
|
|
20,618 |
|
|
|
61,212 |
|
|
|
62,674 |
|
EBITDA (Non-U.S. GAAP) |
|
|
147,441 |
|
|
|
88,394 |
|
|
|
301,801 |
|
|
|
256,929 |
|
Non-U.S. GAAP adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specific charge for excess and obsolete inventory1 |
|
|
— |
|
|
|
— |
|
|
|
11,995 |
|
|
|
— |
|
Product rationalization2 |
|
|
— |
|
|
|
— |
|
|
|
10,504 |
|
|
|
— |
|
Restructuring charge |
|
|
— |
|
|
|
— |
|
|
|
5,172 |
|
|
|
— |
|
Non-recurring charge related to customer collections3 |
|
|
— |
|
|
|
— |
|
|
|
4,997 |
|
|
|
— |
|
Certain non-restructuring separation costs3 |
|
|
— |
|
|
|
— |
|
|
|
2,208 |
|
|
|
— |
|
Non-recurring matter unrelated to the ongoing operations of the business3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,272 |
|
Business development activities3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,982 |
|
Total non-U.S. GAAP adjustments |
|
|
— |
|
|
|
— |
|
|
|
34,876 |
|
|
|
6,254 |
|
Adjusted EBITDA (Non-U.S. GAAP) |
|
$ |
147,441 |
|
|
$ |
88,394 |
|
|
$ |
336,677 |
|
|
$ |
263,183 |
|
The use of these non-U.S. GAAP financial measures is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. As adjusted net earnings, adjusted net earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA exclude certain financial information compared with net earnings, the most directly comparable U.S. GAAP financial measure, users of this financial information should consider the information that is excluded. Our calculations of adjusted net earnings, adjusted net earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures.
Cash flow‐based non‐U.S. GAAP financial measures
Management uses free cash flow, which is defined by the Company as net cash flows provided by operating activities less payments for property, plant, and equipment, in reviewing the financial performance of and cash generation by Woodward’s various business groups and evaluating cash levels. We believe free cash flow is a useful measure for investors because it portrays our ability to grow organically and generate cash from our businesses for purposes such as paying interest on our indebtedness, repaying maturing debt, funding business acquisitions, purchasing our common stock, paying dividends, and investing in additional research and development. In addition, securities analysts, investors, and others frequently use free cash flow in their evaluation of companies. Adjusted free cash flow represents a further non-U.S. GAAP adjustment to free cash flow to exclude the effect of cash paid for business development activities, restructuring activities, and certain non-restructuring separation costs. Management believes that excluding these infrequent or unusual items from free cash flow better portrays our ability to generate cash, as such items are not indicative of the Company’s operating performance for the period.
40
The use of these non‐U.S. GAAP financial measures is not intended to be considered in isolation of, or as substitutes for, the financial information prepared and presented in accordance with U.S. GAAP. Free cash flow and adjusted free cash flow do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs. Our calculation of free cash flow and adjusted free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures.
Free cash flow and adjusted free cash flow reconciled to net cash provided by operating activities were as follows:
|
|
Nine Months Ended June 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Net cash provided by operating activities (U.S. GAAP) |
|
$ |
155,630 |
|
|
$ |
86,016 |
|
Payments for property, plant and equipment |
|
|
(57,142 |
) |
|
|
(37,105 |
) |
Free cash flow (Non-U.S. GAAP) |
|
|
98,488 |
|
|
|
48,911 |
|
Cash paid for business development activities |
|
|
— |
|
|
|
2,982 |
|
Cash paid for restructuring charges |
|
|
3,594 |
|
|
|
505 |
|
Cash paid for certain non-restructuring separation costs |
|
|
977 |
|
|
|
— |
|
Adjusted free cash flow (Non-U.S. GAAP) |
|
$ |
103,059 |
|
|
$ |
52,398 |
|
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Note 1, Operations and summary of significant accounting policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of our most recently filed Form 10-K, describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Our critical accounting estimates, identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our most recently filed Form 10-K, include the discussion of estimates used for revenue recognition, inventory valuation, reviews for impairment of goodwill and other indefinitely lived intangible assets, and our provision for income taxes. Such accounting estimates require significant judgments and assumptions to be used in the preparation of the Condensed Consolidated Financial Statements included in this Form 10-Q, and actual results could differ materially from the amounts reported.
New Accounting Standards
From time to time, the FASB or other standards-setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update.
To understand the impact of recently issued guidance, whether adopted or to be adopted, please review the information provided in Note 2, New accounting standards in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q. Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our Condensed Consolidated Financial Statements upon adoption.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we have exposures to interest rate risk from our long-term and short-term debt and our postretirement benefit plans, and foreign currency exchange rate risk related to our foreign operations and foreign currency transactions. We are also exposed to various market risks that arise from transactions entered into in the normal course of business related to items such as the cost of raw materials and changes in inflation. Certain contractual relationships with customers and vendors mitigate risks from changes in raw material costs and foreign currency exchange rate changes that arise from normal purchasing and normal sales activities.
These market risks are discussed more fully in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our most recent Form 10-K. These market risks have not materially changed since the date our most recent Form 10-K was filed with the SEC.
Item 4. Controls and Procedures
We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Act”) 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 in the reports that we file or submit under the Act is accumulated and communicated to management, including our Principal Executive Officer (Charles (“Chip”) P. Blankenship, Jr., Chairman of the Board, Chief Executive Officer and President) and Principal Financial and Accounting Officer (William F. Lacey, Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.
41
Chip P. Blankenship, Jr. and William F. Lacey evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluations, they concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2023.
There have not been any changes in our internal controls over financial reporting during the quarter ended June 30, 2023 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
Woodward is currently involved in claims, pending or threatened litigation or other legal proceedings, investigations, and/or regulatory proceedings arising in the normal course of business, including, among others, those relating to product liability claims, employment matters, worker’s compensation claims, contractual disputes, product warranty claims, and alleged violations of various laws and regulations. Woodward accrues for known individual matters using estimates of the most likely amount of loss where it believes that it is probable the matter will result in a loss when ultimately resolved and such loss is reasonably estimable.
While the outcome of pending claims, legal and regulatory proceedings, and investigations cannot be predicted with certainty, management believes that any liabilities that may result from these claims, proceedings, and investigations will not have a material effect on Woodward's liquidity, financial condition, or results of operations.
Item 1A. Risk Factors
Investment in our securities involves risk. An investor or potential investor should consider the risks summarized under the caption “Risk Factors” in Part I, Item 1A of our most recent Form 10-K when making investment decisions regarding our securities. The risk factors that were disclosed in our most recent Form 10-K have not materially changed since the date our most recent Form 10-K was filed with the SEC.
42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities |
|
Total |
|
|
Weighted |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
|
|
Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs at Period End (1) |
|
||||
April 1, 2023 through April 30, 2023 (2) |
|
|
203 |
|
|
$ |
96.02 |
|
|
|
— |
|
|
$ |
327,590 |
|
May 1, 2023 through May 31, 2023 (2) |
|
|
138 |
|
|
|
105.41 |
|
|
|
— |
|
|
|
327,590 |
|
June 1, 2023 through June 30, 2023 (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
327,590 |
|
Item 5. Other Information
Not applicable.
Item 6. Exhibits
Exhibits filed as part of this Report are listed in the Exhibit Index.
WOODWARD, INC.
EXHIBIT INDEX
|
Exhibit Number |
Description |
* |
10.1 |
Separation Agreement dated April 5, 2023 by and between Woodward, Inc. and Mark D. Hartman |
* |
10.2 |
|
* |
31.1 |
Rule 13a-14(a)/15d-14(a) certification of Charles P. Blankenship, Jr. |
* |
31.2 |
|
* |
32.1 |
|
* |
101 |
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Earnings, (iii) Condensed Consolidated Statements of Comprehensive Earnings, (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 (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed as an exhibit to this Report 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.
43
SIGNATURES
|
|
|
|
|
|
WOODWARD, INC. |
Date: August 4, 2023 |
|
/s/ Charles P. Blankenship, Jr. |
|
|
Charles P. Blankenship, Jr. |
|
|
Chairman of the Board, Chief Executive Officer, and President (on behalf of the registrant and as the registrant’s Principal Executive Officer) |
|
|
|
Date: August 4, 2023 |
|
/s/ William F. Lacey |
|
|
William F. Lacey |
|
|
Chief Financial Officer (on behalf of the registrant and as the registrant’s Principal Financial and Accounting Officer) |
44
10.1
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (the "Agreement") is entered into between Woodward, Inc. (the "Company") and Mark. D. Hartman ("Executive") (the Company and Executive will be collectively referred to hereinafter as the "Parties").
WHEREAS, Executive is presently employed by the Company;
WHEREAS, Executive will be separated from such employment, effective May 8, 2023 (the "Termination Date");
WHEREAS, Executive has previously entered into the Company's Amended and Restated Executive Severance and Change in Control Agreement (the "Executive Severance Agreement");
WHEREAS, Executive's separation of employment is deemed a Qualifying Termination, as such term is defined in the Executive Severance Agreement; and
WHEREAS, the Parties seek to fully and finally settle all existing claims, whether or not now known, arising out of Executive's employment and termination of employment on the terms set forth herein.
NOW THEREFORE, the Parties mutually understand and agree as follows:
10.1
Executive) (i) re-executing this Agreement on or after the Termination Date (but in no case more than 14 calendar days thereafter), (ii) not exercising his second revocation right during the Second Revocation Period (as defined in Article 13), and (iii) agreeing to the restrictive covenants described in Article 7 below, a lump sum amount equal to Eight Hundred Ninety-Two Thousand Five Hundred dollars ($892,500), representing the sum of the Executive's base salary and target annual incentive bonus for fiscal year 2023 (the "Severance Pay"), to be paid no later than ten (10) business days following the completion of the Second Revocation Period.
sum amount of Fifty Thousand dollars ($50,000.00), approximating the value of such coverage for a 12-month period (the "Healthcare Consideration").
10.1
Jersey-would include, without limitation, the New Jersey Conscientious Executive Protection Act; and
10.1
good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims;
Executive understands that Executive is releasing claims about which Executive may not know anything at the time Executive executes this Agreement. Executive acknowledges that it is Executive's intent to release such unknown claims, even though Executive recognizes that someday Executive might learn new facts relating to Executive's employment or learn that some or all of the facts Executive currently believes to be true are untrue, and even though Executive might then regret having signed this Agreement. Nevertheless, Executive acknowledges Executive's awareness of that risk and agrees that this Agreement shall remain effective in all respects in any such case. Executive expressly waives all rights Executive might have under any laws, including, without limitation, the laws set forth in Exhibit A to this Agreement, intended to protect Executive from waiving unknown claims.
("FLSA") and worker's compensation claims); (b) received any and all compensation (including overtime compensation), meal periods, and rest periods to which Executive may have been entitled, and Executive is not currently aware of any facts or circumstances constituting a violation by the Company and/or the Company Releasees of the FLSA or other applicable wage, hour, meal period, and/or rest period laws; and
(c) not suffered any work-related injury or illness within the twelve (12) months preceding Executive's execution of this Agreement, and Executive is not currently aware of any facts or circumstances that would give rise to a worker's compensation claim against the Company and/or the Company Releasees.
10.1
accessible to any person, firm, corporation, association, or other entity, nor use in any manner, at any time or for any reason, any Protected Information, or cause any such information of the Company to enter the public domain, other than with the written consent of the Company or as may be required by law or legal process (after giving the Company notice and an opportunity to contest such requirement).
10.1
For purposes of this Agreement, "Protected Information" means trade secrets, confidential and proprietary business information of the Company and its subsidiaries, and any other information of the Company and its subsidiaries, including, but not limited to, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, internal policies, and products and services which may be developed from time to time by the Company and its subsidiaries and their agents or employees, including Executive; provided, however, that information that is in the public domain (other than as a result of a breach by Executive of this Agreement), approved for release by the Company or law fully obtained from third parties who are not bound by a confidentiality agreement with the Company, is not Protected Information.
limited to, a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.
10.1
(i) report violations of any law or regulation, (ii) provide truthful testimony or information pursuant to subpoena, court order, or similar legal process, (iii) provide truthful information to government or regulatory agencies, or (iv) otherwise engage in whistleblower activity protected by the Securities Exchange Act of 1934, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any rules or regulations issued thereunder, including, without limitation, Rule 21F-17.
(A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." Nothing in this Agreement, any other agreement executed by Executive, or any Company policy is intended to conflict with this statutory protection.
Woodward, Inc.
Attn: Paul Benson, Corporate Vice President, Human Resources 1081 Woodward Way, Fort Collins CO 80524
If Executive does not revoke acceptance within the First Revocation Period, this Agreement will become effective and irrevocable by Executive on the eighth day after Executive has executed it (the "Effective For the avoidance of doubt, if Executive elects not to execute this Agreement and return it to the Company by April 20, 2023 (the "Expiration Date"), the offer to enter into this Agreement will automatically expire after 11:59 pm MDT on the Expiration Date.
10.1
Date").
If Executive or Executive's agent proposes new or different terms to the Company from those contained in this Agreement, such proposal will nullify the offer to pay the Severance Pay unless and until the Company renews its offer or makes a subsequent offer, in which case the terms of the renewed or subsequent offer (if any) will control. If Executive exercises his right of revocation during the First Revocation Period, the offer to enter into this Agreement will expire on the date of such revocation.
In the event Executive re-executes this Agreement in accordance with Section l(c), Executive shall have seven (7) days from the date that he re-executes the Agreement (the "Second Revocation Period") to revoke his re-execution of the Agreement by delivering written notice of such revocation within the Second Revocation Period to Paul Benson at the address reflected above. If Executive re-executes this Agreement within the required period and does not revoke his re-execution within the Second Revocation Period, the Severance Pay will become due and payable in accordance with Section l(c). If Executive (or, in the case the Executive becomes disabled or deceased, the authorized representative on behalf of the Executive) does not re-execute this Agreement, or if Executive revokes his re-execution within the Second Revocation Period, the Severance Pay will be forfeited by Executive, but the remainder of this Agreement shall remain in full force and effect.
10.1
Mark D. Hartman DATE
Woodward, Inc.
BY:PaulBenson
ITS: Corporate Vice President, Human Resources DATE:
Exhibit A
As emphasized in the Agreement, Executive understands that Executive is releasing claims that Executive may not know about and that Executive expressly waives and relinquishes all rights and benefits which Executive may have under any state or federal statute or common law principle that would otherwise limit the effect of this release to claims known or suspected prior to the date Executive sign this Agreement, including, but not limited to, the effect of protections afforded by the following laws:
10.1
Section 1542 of the Civil Code of the State of California states as follows:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party."
Section 28-1-1602 of the Montana Code Annotated states as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in the creditor's favor at the time of executing the release, which, if known by the creditor, must have materially affected the creditor's settlement with the debtor."
Section 9-13-02 of the North Dakota Century Code states as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in the creditor's favor at the time of executing the release, which if known by the creditor, must have materially affected the creditor's settlement with the debtor."
Section 20-7-11 of the South Dakota Codified Laws states as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his [or her) favor at the time of executing the release, which if known by him [or her] must have materially affected his [or her) settlement with the debtor."
Thus, notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, Section 28-1-1602 of the Montana Code Annotated, Section 9-13-02 of the North Dakota Century Code, and Section 20-7-11 of the South Dakota Codified Laws, and for the purpose of implementing a full and complete release and discharge of the Company and the Company Releasees, Executive expressly acknowledges that this release is intended to include in its effect, without limitation, all claims which Executive does not know or suspect to exist in Executive's favor at the time Executive executes this Agreement, and that this Agreement contemplates the extinguishment of any such claims.
10.2
March [XX], 2023
William (Bill) Lacey
704 Postal Ct
Brentwood, TN 37027
Subject: Job Offer
Dear Bill:
We are pleased to offer you the opportunity to join Woodward as Chief Financial Officer, with an anticipated start date of May 8, 2023. This is an exempt position based in Fort Collins, CO reporting to Chip Blankenship, Chairman and Chief Executive Officer.
Details of the offer are as follows:
COMPENSATION
Base Pay
Short-Term Incentive Compensation (STIP)
Long-Term Incentives (LTI)
Total Target Annual Compensation
SPECIAL SIGN-ON INCENTIVE PROVISIONS
Cash Bonus
10.2
RSUs
Stock Option Grant
EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
We will prepare for you our standard form Executive Severance and Change in Control Agreement for Company officers, which provides for severance benefits in the event of a qualifying termination, both in the event of a change in control (“CIC”) and outside of a CIC scenario.
BENEFITS
Woodward has an outstanding benefits package that distinguishes us in the labor market. Please review the enclosed Benefits Program Summary. Some benefits to highlight:
10.2
RELOCATION AND TRANSITION BENEFITS
We will authorize a comprehensive relocation program to assist you and your family in moving from your current home to the Fort Collins area. Please review the attached Woodward Relocation Policy Guidelines for a full description of the relocation benefits and program rules. The following highlights some of the benefits that will be provided to you:
CONTINGENCY
Our job offer is contingent upon:
This letter does not create an employment agreement with Woodward and contains the entirety of any offers with respect to your employment with the Company. It supersedes any and all other offers or agreements, either oral or in writing, with respect to the employment relationship. You and Woodward acknowledge and agree that no agreement, statement or promise (other than the terms of this offer) shall be valid or binding. The terms of employment, as set out in this letter, may not be modified or amended by oral agreement or course of conduct, but only by an agreement signed by both you and the Company.
Although we look forward to this being a long and mutually rewarding association, Colorado is an at-will state. Your employment will be at will. You may leave your employment at any time. Woodward may transfer, reassign, suspend or demote, or may terminate your employment, at any time, for any reason, with or without cause, and with or without notice.
10.2
We look forward to discussing the offer in more detail. Should any questions arise regarding this offer, feel free to contact me.
If you accept this job offer on the terms and conditions set forth in this letter, please sign below and return the original of this letter to Paul Benson either via Adobe Sign or email (paul.benson@woodward.com).
Bill, we are really looking forward to having you join Woodward. This is an exciting time to be with the Company as we are well positioned for profitable growth. We look forward to a long and productive relationship with you.
Sincerely,
_______________________
Chip Blankenship, Chairman and Chief Executive Officer I, Charles P. Blankenship, Jr., certify that:
Accepted:
__________________________________ _____________
William Lacey Date
Exhibit 31.1
Woodward, Inc.
Rule 13a-14(a)/15d-14(a) certifications
CERTIFICATION
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Date: August 4, 2023 |
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/s/ Charles P. Blankenship, Jr. |
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Charles P. Blankenship, Jr. |
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Chairman of the Board, Chief Executive Officer, and President (Principal Executive Officer) |
A signed original of this written statement required by Rule 13a-14(a)/15d-14(a), 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 Rule 13a-14(a)/15d-14(a), has been provided to Woodward and will be retained by Woodward and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 31.2
Woodward, Inc.
Rule 13a-14(a)/15d-14(a) certifications
CERTIFICATION
I, William F. Lacey, certify that:
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Date: August 4, 2023 |
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/s/ William F. Lacey |
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William F. Lacey |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
A signed original of this written statement required by Rule 13a-14(a)/15d-14(a), 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 Rule 13a-14(a)/15d-14(a), has been provided to Woodward and will be retained by Woodward and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.1
Woodward, Inc.
Section 1350 certifications
We hereby certify, pursuant to 18 U.S.C. Section 1350, that the accompanying Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “Quarterly Report”), of Woodward, Inc., fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Woodward, Inc.
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Date: |
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August 4, 2023 |
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/s/ Charles P. Blankenship, Jr.
Charles P. Blankenship, Jr. Chief Executive Officer, and President |
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Date: |
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August 4, 2023 |
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/s/ William F. Lacey
William F. Lacey |
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A signed original of this written statement required by Rule 13a-14(b)/15d-14(b) and 18 U.S.C. Section 1350, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to Woodward and will be retained by Woodward and furnished to the Securities and Exchange Commission or its staff upon request.