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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  July 31, 2023

_______________________________

WOODWARD, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 000-8408 36-1984010
(State or Other Jurisdiction of Incorporation) (Commission File Number) (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)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 WWD Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On July 31, 2023, Woodward, Inc. (the "Registrant") reported its results of operations for its third quarter of fiscal year 2023. A copy of the news release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1    Press Release of Woodward, Inc. dated July 31, 2023
104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

SIGNATURE

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

  Woodward, Inc.
     
   
Dated: July 31, 2023 By:  /s/ A. Christopher Fawzy        
    A. Christopher Fawzy
    Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
   

 

EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFiling

EXHIBIT 99.1

Woodward Reports Third Quarter Fiscal Year 2023 Results

Increases Full-Year Outlook

FORT COLLINS, Colo., July 31, 2023 (GLOBE NEWSWIRE) -- Woodward, Inc. (NASDAQ: WWD) today reported financial results for its third quarter of fiscal year 2023. (All amounts are presented on an as reported (U.S. GAAP) basis unless otherwise indicated. All per share amounts are presented on a fully diluted basis. All comparisons are made to the same period of the prior year unless otherwise stated.)

Highlights

  • Net sales were $801 million, compared to $614 million, an increase of 30 percent.
  • Net earnings were $85 million, or $1.37 per share, compared to net earnings of $39 million, or $0.64 per share.
  • Net cash provided by operating activities was $156 million for the first nine months of fiscal 2023, compared to $86 million. Free cash flow1 for the first nine months of fiscal 2023 was $98 million, compared to $49 million. Adjusted free cash flow1 was $103 million for the first nine months of fiscal 2023, compared to $52 million.

“We delivered significant sales growth and margin expansion in the third quarter driven by continued strong end market demand and our improved ability to deliver to our customers. As expected, our strategic investments are resulting in operational improvements and efficiency gains,” said Chip Blankenship, Chairman and Chief Executive Officer. "Both our Aerospace and Industrial businesses are improving, and our output is increasing. Industrial further benefited from increased on-highway natural gas truck production in China. While the environment remains dynamic, we anticipate a strong finish to the year and are raising our full-year outlook.”

Third Quarter Company Results

Net sales for the third quarter of fiscal 2023 were $801 million, compared to $614 million, an increase of 30 percent.

Net earnings were $85 million, or $1.37 per share, for the third quarter of 2023, compared to $39 million, or $0.64 per share.

EBIT1 was $117 million for the third quarter of 2023, compared to $58 million.

The effective tax rate was 20.0 percent for the third quarter of 2023, compared to 21.6 percent.

Segment Results

Aerospace

Aerospace segment net sales for the third quarter of fiscal 2023 were $481 million, compared to $402 million, an increase of 19.6 percent.

Commercial OEM and aftermarket sales increased significantly compared to the prior year, driven by higher OEM production rates, continued recovery in passenger traffic, increasing aircraft utilization, and price realization. Defense sales were down compared to the prior year due to continued weakness in guided weapons, partially offset by higher defense aftermarket sales.

Segment earnings for the third quarter of 2023 were $83 million, compared to $57 million. Segment earnings as a percent of segment net sales were 17.3 percent for the third quarter of 2023, compared to 14.1 percent. The increase in segment earnings was primarily a result of price realization and higher commercial OEM and aftermarket volume, partially offset by higher annual incentive compensation.

Industrial

Industrial segment net sales for the third quarter of fiscal 2023 were $320 million, compared to $213 million, an increase of 50.6 percent. The increase in Industrial segment net sales for the third quarter of 2023 was driven by higher volumes across all markets and price realization.

Industrial segment earnings for the third quarter of 2023 were $58 million, or 18.2 percent of segment net sales, compared to $21 million, or 9.9 percent of segment net sales. Industrial segment earnings increased due to higher volume, price realization, and favorable product mix, partially offset by higher annual incentive compensation.

Industrial sales and earnings benefited from significantly increased on-highway natural gas truck production in China, although future demand beyond the fourth quarter remains uncertain.

Nonsegment

Nonsegment expenses were $24 million for the third quarter of fiscal 2023, compared to $19 million.

Year-to-Date Results

Net sales for the first nine months of 2023 were $2.14 billion, compared to $1.74 billion. Net earnings for the first nine months of 2023 were $150 million, or $2.44 per share, compared to $118 million, or $1.84 per share. Adjusted net earnings1 for the first nine months of 2023 were $176 million, or $2.87 per share, compared to $122 million, or $1.91 per share.  

EBIT for the first nine months of 2023 was $213 million, compared to $166 million. Adjusted EBIT1 for the first nine months of 2023 was $247 million, compared to $172 million.

The effective tax rate was 15.8 percent for the first nine months of 2023, compared to 17.2 percent. The adjusted effective tax rate1 for the first nine months of 2023 was 17.3 percent, compared to 17.6 percent.

Aerospace segment net sales for the first nine months of 2023 were $1.31 billion, compared to $1.11 billion. Aerospace segment earnings for the first nine months of 2023 were $212 million, or 16.1 percent of segment net sales, compared to $167 million, or 15.1 percent of segment net sales.

Industrial segment net sales for the first nine months of 2023 were $824 million, compared to $632 million. Industrial segment earnings for the first nine months of 2023 were $107 million, or 13.0 percent of segment net sales, compared to $62 million, or 9.8 percent of segment net sales.

Nonsegment expenses were $106 million for the first nine months of 2023, compared to $64 million. Adjusted nonsegment expenses1 were $72 million for the first nine months of 2023, compared to $58 million.

Cash Flow and Financial Position

Net cash provided by operating activities was $156 million, compared to $86 million. Payments for property, plant, and equipment for the first nine months of 2023 were $57 million, compared to $37 million.

Free cash flow was $98 million for the first nine months of fiscal 2023, compared to $49 million. Adjusted free cash flow was $103 million for the first nine months of fiscal 2023, compared to $52 million. The increase in free cash flow and adjusted free cash flow was primarily due to increased earnings, partially offset by higher capital expenditures.

During the first nine months of fiscal 2023, $64 million was returned to stockholders in the form of $38 million of dividends and $26 million of repurchased shares under a board authorized share repurchase program.

Total debt was $751 million at June 30, 2023, compared to $766 million at June 30, 2022. Debt-to-EBITDA1 leverage at June 30, 2023, was 1.7 times EBITDA, compared to 2.0 times EBITDA.

Fiscal Year 2023 Outlook

We continue to expect year-over-year improvements in the fourth quarter of fiscal 2023. Due to continued strong end market demand and our improved ability to deliver for our customers, we are raising certain aspects of our full-year guidance.

Woodward, Inc. and Subsidiaries
Revised Guidance
(in millions, except per share amount, basis points and percentages)
       
  Prior   Revised
  FY23 guidance issued on,   FY23 guidance issued on,
  May 1st, 2023   July 31st, 2023
Total Company      
Sales $2,700 - $2,800   $2,850 - $2,900
Adjusted Effective Tax Rate ~16%   ~18%
Adjusted Free Cash Flow $200 - $250   No change
Capital Expenditures ~$80   No change
Adjusted EPS $3.50 - $3.75   $4.05 - $4.25
       
Segment Data      
Aerospace      
Sales Growth 14% - 19%   16% - 18%
Segment Earnings (% of Sales) Up 150bps - 200bps   No change
Industrial      
Sales Growth 14 - 19%   28% - 30%
Segment Earnings (% of Sales) Flat   Up 340bps – 440bps

Conference Call

Woodward will hold an investor conference call at 4:30 p.m. ET, July 31, 2023, to provide an overview of the financial performance for the third quarter of fiscal year 2023, business highlights, and outlook for the remainder of fiscal 2023. You are invited to listen to the live webcast of our conference call, or a recording, and view or download accompanying presentation slides at our website, www.woodward.com2.

You may also listen to the call by dialing 1-888-440-4531 (domestic) or 1-646-960-0808 (international). Participants should call prior to the start time to allow for registration; the Conference ID is 4278216. An audio replay will be available by telephone from 7:30 p.m. ET on July 31, 2023 until 11:59 p.m. ET on August 14, 2023. The telephone number to access the replay is 1-800-770-2030 (domestic) or 1-647-362-9199 (international), reference access code 4278216.

A webcast presentation will be available on the website by selecting “Investors/Events & Presentations”. The call and presentation will remain accessible on the website for 14 days.

About Woodward, Inc.

Woodward is the global leader in the design, manufacture, and service of energy conversion and control solutions for the aerospace and industrial equipment markets. Together with our customers, we are enabling the path to a cleaner, decarbonized world. Our innovative fluid, combustion, electrical, propulsion and motion control systems perform in some of the world’s harshest environments. Woodward is a global company headquartered in Fort Collins, Colorado, USA. Visit our website at www.woodward.com.

Cautionary Statement

Information in this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to, our expectations of continued strong end market demand, the continued improving performance of our Aerospace and Industrial businesses and increasing output; our improving ability to deliver for our customers; our operational improvements and efficiency gains; and statements regarding our business and financial outlook for the remainder of fiscal year 2023, including our guidance for sales, adjusted earnings, adjusted earnings per share, segment sales growth, segment earnings as a percent of sales, adjusted effective tax rate, adjusted free cash flow, and capital expenditures as well as our assumptions regarding our outlook. Readers are cautioned that 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: (1) global economic uncertainty and instability, including in the financial markets that affect Woodward, its customers, and its supply chain; (2) risks related to continued constraints and disruptions in the global supply chain and labor markets; (3) Woodward’s long sales cycle; (4) risks related to Woodward’s concentration of revenue among a relatively small number of customers; (5) Woodward’s ability to implement and realize the intended effects of any restructuring efforts; (6) Woodward’s ability to successfully manage competitive factors including expenses and fluctuations in sales; (7) changes and consolidations in the aerospace market; (8) uncertainties related to the COVID-19 pandemic; (9) Woodward’s financial obligations including debt obligations and tax expenses and exposures; (10) risks related to Woodward’s U.S. government contracting activities including potential changes in government spending patterns; (11) Woodward’s ability to protect its intellectual property rights and avoid infringing the intellectual property rights of others; (12) changes in the estimates of fair value of reporting units or of long-lived assets; (13) environmental risks; (14) Woodward’s continued access to a stable workforce and favorable labor relations with its employees; (15) Woodward’s ability to manage various regulatory and legal matters; (16) risks from operating internationally; (17) cybersecurity and other technological risks; and other risk factors and risks described in Woodward's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2022, any subsequently filed Quarterly Report on Form 10-Q, as well as its Quarterly Report on Form 10-Q for the third quarter ended June 30, 2023, which we expect to file shortly, and other risks described in Woodward’s filings with the Securities and Exchange Commission.

Woodward, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited - in thousands, except per share amounts)
                             
  Three-Months Ended     Nine-Months Ended
 
  June 30,
    June 30,
 
  2023     2022     2023     2022  
                       
Net sales $ 800,663     $ 614,332     $ 2,137,496     $ 1,742,757  
Costs and expenses:                      
Cost of goods sold   596,251       480,403       1,649,473       1,352,979  
Selling, general, and administrative expenses   64,983       46,490       203,748       152,920  
Research and development costs   35,033       32,224       100,034       90,000  
Restructuring charges   -       -       5,172       -  
Interest expense   12,175       8,533       36,162       25,036  
Interest income   (516 )     (353 )     (1,390 )     (1,494 )
Other (income) expense, net   (13,001 )     (3,252 )     (33,431 )     (18,813 )
Total costs and expenses   694,925       564,045       1,959,768       1,600,628  
Earnings before income taxes   105,738       50,287       177,728       142,129  
Income taxes   21,139       10,841       28,012       24,472  
Net earnings $ 84,599     $ 39,446     $ 149,716     $ 117,657  
                       
Earnings per share amounts:                      
Basic earnings per share $ 1.41     $ 0.65     $ 2.50     $ 1.90  
Diluted earnings per share $ 1.37     $ 0.64     $ 2.44     $ 1.84  
Weighted average common shares outstanding:                      
Basic   60,056       60,506       59,843       62,052  
Diluted   61,591       62,088       61,250       63,937  
                       
Cash dividends paid per share $ 0.2200     $ 0.1900     $ 0.6300     $ 0.5425  


Woodward, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands)
           
  June 30,     September 30,  
  2023     2022  
Assets          
Current assets:          
Cash and cash equivalents $ 114,107     $ 107,844  
Accounts receivable   732,805       609,964  
Inventories   531,834       514,287  
Income taxes receivable   37,973       5,179  
Other current assets   73,758       74,695  
Total current assets   1,490,477       1,311,969  
Property, plant, and equipment, net   910,544       910,472  
Goodwill   798,575       772,559  
Intangible assets, net   472,894       460,580  
Deferred income tax assets   25,133       23,447  
Other assets   311,940       327,419  
Total assets $ 4,009,563     $ 3,806,446  
           
Liabilities and stockholders’ equity          
Current liabilities:          
Short-term debt $ 23,500     $ 66,800  
Current portion of long-term debt   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       539,113  
Long-term debt, less current portion   651,443       709,760  
Deferred income tax liabilities   138,180       127,195  
Other liabilities   547,491       529,256  
Total liabilities   1,923,773       1,905,324  
Stockholders’ equity   2,085,790       1,901,122  
Total liabilities and stockholders’ equity $ 4,009,563     $ 3,806,446  


Woodward, Inc. and Subsidiaries  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  
(Unaudited - in thousands)  
           
  Nine-Months Ended  
  June 30,  
  2023     2022  
Net cash provided by operating activities $ 155,630     $ 86,016  
           
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 the sale of the renewable power systems business and other related businesses   -       6,000  
Payments for business acquisition, net of cash acquired   878     -  
Payments for purchase of 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 at beginning of year   107,844       448,462  
Cash and cash equivalents at end of period $ 114,107     $ 99,701  


Woodward, Inc. and Subsidiaries  
SEGMENT NET SALES AND EARNINGS  
(Unaudited - in thousands)  
                         
  Three-Months Ended June 30,     Nine-Months Ended June 30,  
  2023     2022     2023       2022  
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  
As a percent of segment net sales   17.3 %     14.1 %     16.1 %       15.1 %
Industrial   58,197       21,102       107,170         62,029  
As a percent of segment net sales   18.2 %     9.9 %     13.0 %       9.8 %
Total segment earnings   141,272       77,668       318,993         229,487  
Nonsegment expenses   (23,875 )     (19,201 )     (106,493 )       (63,816 )
EBIT   117,397       58,467       212,500         165,671  
Interest expense, net   (11,659 )     (8,180 )     (34,772 )       (23,542 )
Consolidated earnings before income taxes $ 105,738     $ 50,287     $ 177,728       $ 142,129  
                         
*This schedule reconciles segment earnings, which exclude certain costs, to consolidated earnings before taxes.  
                         
Payments for property, plant and equipment $ 13,096     $ 12,955     $ 57,142       $ 37,105  
Depreciation expense $ 20,551     $ 20,618     $ 61,212       $ 62,674  


Woodward, Inc. and Subsidiaries
RECONCILIATION OF NET EARNINGS TO ADJUSTED NET EARNINGS1
(Unaudited - in thousands, except per share amounts)
                                 
  Three-Months Ended     Three-Months Ended
  June 30, 2023     June 30, 2022
  Before
Income Tax
    Net of
Income Tax
    Per Share,
Net of
Income Tax
    Before
Income Tax
    Net of
Income Tax
    Per Share,
Net of
Income Tax
Net earnings (U.S. GAAP) $ 105,738     $ 84,599     $ 1.37     $ 50,287     $ 39,446     $ 0.64
Non-U.S. GAAP adjustments:                                
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   -       -       -       -       -       -
Total non-U.S. GAAP adjustments   -       -       -       -       -       -
Adjusted net earnings (Non-U.S. GAAP) $ 105,738     $ 84,599     $ 1.37     $ 50,287     $ 39,446     $ 0.64
                                 


Woodward, Inc. and Subsidiaries
RECONCILIATION OF NET EARNINGS TO ADJUSTED NET EARNINGS1
(Unaudited - in thousands, except per share amounts)
   
  Nine-Months Ended
  Nine-Months Ended
  June 30, 2023
  June 30, 2022
  Before
Income Tax
    Net of
Income Tax
    Per Share,
Net of
Income Tax
  Before
Income Tax
    Net of
Income Tax
    Per Share,
Net of
Income Tax
Net earnings (U.S. GAAP) $ 177,728     $ 149,716     $ 2.44   $ 142,129     $ 117,657     $ 1.84
Non-U.S. GAAP adjustments:                              
Specific charge for excess and obsolete inventory2   11,995       9,016       0.15     -       -       -
Product rationalization3   10,504       7,896       0.13     -       -       -
Restructuring charge   5,172       3,874       0.06     -       -       -
Non-recurring charge related to customer collections4   4,997       3,761       0.06     -       -       -
Certain non-restructuring separation costs4   2,208       1,661       0.03     -       -       -
Non-recurring matter unrelated to the ongoing operations of the business   -       -       -     3,272       2,454       0.04
Business development activities   -       -       -     2,982       2,236       0.03
Total non-U.S. GAAP adjustments   34,876       26,208       0.43     6,254       4,690       0.07
Adjusted net earnings (Non-U.S. GAAP) $ 212,604     $ 175,924     $ 2.87   $ 148,383     $ 122,347     $ 1.91

(2) Presented in the line item "Cost of goods sold" in Woodward's Condensed Consolidated Statement of Earnings.

(3) On a pre-tax basis, $5,822 is presented in the line item "Cost of goods sold" and $4,682 is presented in the line item " Selling, general and administrative" expenses in Woodward's Condensed Consolidated Statement of Earnings. On an after-tax basis, $4,374 is presented in the line item "Cost of goods sold" and $3,522 is presented in the line item " Selling, general and administrative" expenses in Woodward's Condensed Consolidated Statement of Earnings.

(4) Presented in the line item "Selling, general and administrative" expenses in Woodward's Condensed Consolidated Statement of Earnings.

Woodward, Inc. and Subsidiaries  
RECONCILIATION OF NET EARNINGS TO EBIT1AND ADJUSTED EBIT1  
(Unaudited - in thousands)  
         
  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 taxes   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*   -       -     34,876       6,254  
Adjusted EBIT (Non-U.S. GAAP) $ 117,397     $ 58,467   $ 247,376     $ 171,925  
                     
*See Reconciliation of Net Earnings to Adjusted Net Earnings1table above for the list of Non-U.S. GAAP adjustments made in the applicable periods.  


Woodward, Inc. and Subsidiaries  
RECONCILIATION OF NET EARNINGS TO EBITDA1AND ADJUSTED EBITDA1  
(Unaudited - in thousands)  
           
  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 taxes   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*   -       -       34,876       6,254  
Adjusted EBITDA (Non-U.S. GAAP) $ 147,441     $ 88,394     $ 336,677     $ 263,183  
                       
*See Reconciliation of Net Earnings to Adjusted Net Earnings1table above for the list of Non-U.S. GAAP adjustments made in the applicable periods.  


Woodward, Inc. and Subsidiaries  
RECONCILIATION OF NONSEGMENT EXPENSES TO ADJUSTED NONSEGMENT EXPENSES1  
(Unaudited - in thousands)  
                       
  Three-Months Ended June 30,     Nine-Months Ended June 30,  
  2023     2022     2023     2022  
Nonsegment expenses (U.S. GAAP) $ 23,875     $ 19,201     $ 106,493     $ 63,816  
Specific charge for excess and obsolete inventory   -       -       (11,995 )     -  
Product rationalization   -       -       (10,504 )     -  
Restructuring charge   -       -       (5,172 )     -  
Non-recurring charge related to customer collections   -       -       (4,997 )     -  
Non-restructuring separation costs   -       -       (2,208 )     -  
Non-recurring matter unrelated to the ongoing operations of the business   -       -       -       (3,272 )
Business development activities   -       -       -       (2,982 )
Adjusted nonsegment expenses (Non-U.S. GAAP) $ 23,875     $ 19,201     $ 71,617     $ 57,562  


Woodward, Inc. and Subsidiaries  
RECONCILIATION OF CASH FLOW FROM OPERATING ACTIVITIES TO FREE CASH FLOW1 AND ADJUSTED FREE CASH FLOW1  
(Unaudited - in thousands)  
           
     
  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  

1Adjusted and Non-U.S. GAAP Financial Measures: Adjusted net earnings, adjusted earnings per share, adjusted EBIT, adjusted EBITDA, adjusted effective tax rate, and adjusted nonsegment expenses 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 write down of other excess inventory that are not related 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. Adjusted free cash flow is free cash flow (defined below) plus the cash payments for costs related to business development activities, restructuring activities, and certain non-restructuring costs. Management believes these adjustments to free cash flow better portray Woodward’s operating performance. Our full-year guidance with respect to non-U.S. GAAP measures as provided in this release excludes, as applicable, costs, charges and payments related to (i) a specific charge for excess and obsolete inventory, (ii) product rationalization, (iii) restructuring activities, (iv) a non-recurring charge related to customer collections, and (v) certain non-restructuring separation costs.

EBIT (earnings before interest and taxes), EBITDA (earnings before interest, taxes, depreciation and amortization), free cash flow, adjusted free cash flow, adjusted net earnings, adjusted earnings per share, adjusted EBIT, adjusted EBITDA, adjusted effective tax rate, and adjusted nonsegment expenses are financial measures not prepared and presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Management uses EBIT and adjusted EBIT to evaluate Woodward’s operating performance without the impacts of financing and tax related considerations. Management uses EBITDA and adjusted 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. Management also uses free cash flow, which is derived from net cash provided by or used in operating activities less payments for property, plant, and equipment, as well as adjusted free cash flow (as described above), in reviewing the financial performance of Woodward’s various business segments and evaluating cash generation levels. Securities analysts, investors, and others frequently use EBIT, EBITDA and free cash flow in their evaluation of companies, particularly those with significant property, plant, and equipment, and intangible assets that are subject to amortization. The use of any 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. Because EBIT, EBITDA, adjusted EBIT, and adjusted EBITDA exclude certain financial information compared with net earnings, the most comparable U.S. GAAP financial measure, users of this financial information should consider the information that is excluded. Free cash flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. Management’s calculations of EBIT, EBITDA, adjusted net earnings, adjusted earnings per share, adjusted EBIT, adjusted EBITDA, adjusted effective tax rate, adjusted nonsegment expenses, free cash flow, and adjusted free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures.

2Website, Facebook, Twitter: Woodward has used, and intends to continue to use, its Investor Relations website, its Facebook page and its Twitter handle as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Contact: Dan Provaznik
Director, Investor Relations
970-498-3849
Dan.Provaznik@woodward.com