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, 2024
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 1, 2024, 59,659,225 shares of the registrant’s common stock with a par value of $0.001455 per share were outstanding.
TABLE OF CONTENTS
Page
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements
1
Condensed Consolidated Statements of Earnings
Condensed Consolidated Statements of Comprehensive Earnings
2
Condensed Consolidated Balance Sheets
3
Condensed Consolidated Statements of Cash Flows
4
Condensed Consolidated Statements of Stockholders’ Equity
5
Notes to Condensed Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Forward Looking Statements
Overview
29
Results of Operations
30
Liquidity and Capital Resources
34
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
39
Item 4.
Controls and Procedures
PART II – OTHER INFORMATION
Legal Proceedings
40
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 5.
Other Information
41
Item 6.
Exhibits
Signatures
42
Item 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
Nine Months Ended
June 30,
2024
2023
Net sales
$
847,688
800,663
2,469,761
2,137,496
Costs and expenses:
Cost of goods sold
617,702
596,251
1,801,037
1,649,473
Selling, general and administrative expenses
73,812
64,983
229,770
203,748
Research and development costs
38,728
35,033
105,987
100,034
Restructuring charges
—
5,172
Interest expense
11,516
12,175
34,482
36,162
Interest income
(1,728
)
(516
(4,494
(1,390
Other (income) expense, net
(14,438
(13,001
(49,461
(33,431
Total costs and expenses
725,592
694,925
2,117,321
1,959,768
Earnings before income taxes
122,096
105,738
352,440
177,728
Income tax expense
20,021
21,139
62,765
28,012
Net earnings
102,075
84,599
289,675
149,716
Earnings per share:
Basic earnings per share
1.69
1.41
4.80
2.50
Diluted earnings per share
1.63
1.37
4.65
2.44
Weighted Average Common Shares Outstanding:
Basic
60,425
60,056
60,290
59,843
Diluted
62,522
61,591
62,295
61,250
See accompanying Notes to Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
Other comprehensive earnings:
Foreign currency translation adjustments
(6,570
(5,654
5,512
33,068
Net gain (loss) on foreign currency transactions designated as hedges of net investments in foreign subsidiaries
329
139
(559
(4,293
Taxes on changes in foreign currency translation adjustments
18
(353
(161
1,919
Foreign currency translation and transactions adjustments, net of tax
(6,223
(5,868
4,792
30,694
Unrealized gain (loss) on fair value adjustment of derivative instruments
5,989
(9,389
(5,172
(44,073
Reclassification of net realized (gain) loss on derivatives to earnings
(2,997
(1,429
6,027
44,377
Taxes on changes in derivative transactions
(62
433
352
99
Derivative adjustments, net of tax
2,930
(10,385
1,207
403
Amortization of pension and other postretirement plan:
Net prior service cost
180
179
540
539
Net gain
(250
(212
(754
(615
Foreign currency exchange rate changes on pension and other postretirement benefit plan liabilities
(127
(116
(48
395
Taxes on changes in pension and other postretirement benefit plan liability adjustments, net of foreign currency exchange rate changes
63
92
106
219
Pension and other postretirement benefit plan adjustments, net of tax
(134
(57
(156
538
Total comprehensive earnings
98,648
68,289
295,518
181,351
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
ASSETS
Current assets:
Cash and cash equivalents
308,332
137,447
Accounts receivable, less allowance for uncollectible amounts of $6,961 and $5,847, respectively
760,010
749,859
Inventories
614,981
517,843
Income taxes receivable
52,098
14,120
Other current assets
52,938
50,183
Total current assets
1,788,359
1,469,452
Property, plant and equipment, net
917,730
913,094
Goodwill
794,797
791,468
Intangible assets, net
432,352
452,363
Deferred income tax assets
55,761
58,550
Other assets
331,310
325,276
Total assets
4,320,309
4,010,203
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt
274,800
Current portion of long-term debt
85,708
75,817
Accounts payable
255,391
234,328
Income taxes payable
48,753
44,435
Accrued liabilities
248,440
262,616
Total current liabilities
913,092
617,196
Long-term debt, less current portion
562,618
645,709
Deferred income tax liabilities
130,912
132,819
Other liabilities
554,476
543,490
Total liabilities
2,161,098
1,939,214
Commitments and contingencies (Note 21)
Stockholders' equity:
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
Additional paid-in capital
394,224
327,941
Accumulated other comprehensive losses
(64,828
(70,671
Deferred compensation
3,029
2,776
Retained earnings
3,154,792
2,908,574
3,487,323
3,168,726
Treasury stock at cost, 13,250 shares and 13,070 shares, respectively
(1,325,083
(1,094,961
Treasury stock held for deferred compensation, at cost, 52 shares and 55 shares, respectively
(3,029
(2,776
Total stockholders' equity
2,159,211
2,070,989
Total liabilities and stockholders' equity
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended June 30,
Cash flows from operating activities:
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
86,842
89,301
Net (gain) loss on sales of assets and businesses
(565
672
Stock-based compensation
27,926
19,369
Deferred income taxes
44
545
Changes in operating assets and liabilities:
Trade accounts receivable
45,454
(69,628
Unbilled receivables (contract assets)
(54,274
(49,890
Costs to fulfill a contract
(898
(9,279
(95,275
(7,443
Accounts payable and accrued liabilities
19,508
23,303
Contract liabilities
21,337
15,229
Income taxes
(38,520
(29,635
Retirement benefit obligations
(1,486
(779
Other
(2,439
24,149
Net cash provided by operating activities
297,329
155,630
Cash flows from investing activities:
Payments for purchase of property, plant, and equipment
(72,193
(57,142
Proceeds from sale of assets
84
477
Proceeds from business divestiture
900
Business acquisition, net of cash acquired
878
Payments for short-term investments
(6,767
(6,109
Proceeds from sales of short-term investments
9,737
7,692
Net cash (used in) investing activities
(68,239
(54,204
Cash flows from financing activities:
Cash dividends paid
(43,457
(37,762
Proceeds from sales of treasury stock
90,142
26,888
Payments for repurchases of common stock
(304,811
(26,369
Borrowings on revolving lines of credit and short-term borrowings
2,258,600
1,538,900
Payments on revolving lines of credit and short-term borrowings
(1,983,800
(1,582,200
Payments of debt financing costs
(2,236
Payments of long-term debt and finance lease obligations
(75,644
(536
Net cash (used in) financing activities
(58,970
(83,315
Effect of exchange rate changes on cash and cash equivalents
765
(11,848
Net change in cash and cash equivalents
170,885
6,263
Cash and cash equivalents at beginning of year
107,844
Cash and cash equivalents at end of period
114,107
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Stockholders' equity
Accumulated other comprehensive (loss) earnings
Common stock
Unrealized derivative gains (losses)
Minimum retirement benefit liability adjustments
Total accumulated other comprehensive (loss) earnings
Treasury stock at cost
Treasury stock held for deferred compensation
Balances as of April 1, 2023
321,441
(49,932
4,573
741
(44,618
3,319
2,767,813
(1,032,688
(3,319
2,012,054
Other comprehensive earnings (loss), net of tax
(16,310
Cash dividends paid ($0.2200 per share)
(13,225
Sales of treasury stock
1,440
13,401
14,841
3,831
Purchases of stock by deferred compensation
(34
Distribution of stock from deferred compensation
536
Balances as of June 30, 2023
326,712
(55,800
(5,812
684
(60,928
2,817
2,839,187
(1,019,287
(2,817
2,085,790
Balances as of April 1, 2024
374,278
(56,378
(11,442
6,419
(61,401
3,032
3,067,847
(1,051,417
(3,032
2,329,413
(3,427
Cash dividends paid ($0.2500 per share)
(15,130
11,923
30,095
42,018
Common shares issued for benefit plans
1,050
Purchase of treasury stock
8,023
48
(51
51
Balances as of June 30, 2024
(62,601
(8,512
6,285
Commonstock
Unrealizedderivative gains (losses)
Deferredcompensation
Balances as of September 30, 2022
293,540
(86,494
(6,215
146
(92,563
6,781
2,727,233
(1,027,194
(6,781
1,901,122
31,635
Cash dividends paid ($0.6300 per share)
2,860
25,752
28,612
10,943
8,524
19,467
(146
(4,110
4,110
Balances as of September 30, 2023
(67,393
(9,719
6,441
5,843
Cash dividends paid ($0.7200 per share)
24,391
65,718
90,109
13,966
8,971
22,937
127
126
(126
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of presentation
The Condensed Consolidated Financial Statements of Woodward, Inc. (“Woodward” or the “Company”) as of June 30, 2024 and for the three and nine months ended June 30, 2024 and 2023, 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, 2024, 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, 2024 and 2023 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 November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures." The purpose of ASU 2023-07 is to provide enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 (fiscal year 2025 for Woodward), and interim periods within fiscal years beginning after December 15, 2024 (fiscal year 2026 for Woodward), with early adoption permitted, and are to be applied on a retrospective basis to all periods presented. Woodward is currently assessing the impact on its segment reporting disclosures.
In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures." The purpose of ASU 2023-09 is to provide enhanced disclosures surrounding income taxes by requiring consistent categories and greater disaggregation of information in the rate reconciliation, the disaggregation of income taxes paid by jurisdiction, as well as several other changes to the income tax disclosure. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 (fiscal year 2026 for Woodward), with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. Woodward is currently assessing the impact on its income tax disclosures.
Note 3. Revenue
The amount of revenue recognized as point in time or over time follows:
Three Months Ended June 30, 2024
Three Months Ended June 30, 2023
Aerospace
Industrial
Consolidated
Point in time
219,318
206,746
426,064
194,807
208,597
403,404
Over time
298,242
123,382
421,624
285,724
111,535
397,259
Total net sales
517,560
330,128
480,531
320,132
Nine Months Ended June 30, 2024
Nine Months Ended June 30, 2023
636,992
596,608
1,233,600
552,895
526,096
1,078,991
838,836
397,325
1,236,161
760,338
298,167
1,058,505
1,475,828
993,933
1,313,233
824,263
Accounts Receivable
Accounts receivable consisted of the following:
June 30, 2024
September 30, 2023
Billed receivables
441,007
434,287
Other (Chinese financial institutions)
957
50,940
Total billed receivables
441,964
485,227
Current unbilled receivables (contract assets)
325,007
270,479
Total accounts receivable
766,971
755,706
Less: Allowance for uncollectible amounts
(6,961
(5,847
Total accounts receivable, net
As of June 30, 2024, “Other assets” on the Condensed Consolidated Balance Sheets includes $6,770 of unbilled receivables not expected to be invoiced and collected within a period of twelve months, compared to $7,332 as of September 30, 2023.
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,
Balance, beginning
7,126
9,949
5,847
3,922
Changes in estimates
835
77
2,531
6,463
Write-offs
(13
(1,271
(488
(1,601
Other1
(987
(55
(929
(84
Balance, ending
6,961
8,700
8
Contract liabilities consisted of the following:
Current
Noncurrent
Deferred revenue from material rights from GE joint venture formation
6,472
234,159
6,147
233,997
Deferred revenue from advanced invoicing and/or prepayments from customers
18,454
3,258
6,868
2,196
Liability related to customer supplied inventory
19,198
14,543
Deferred revenue from material rights related to engineering and development funding
5,541
182,911
6,190
178,464
Net contract liabilities
49,665
420,328
33,748
414,657
Woodward recognized revenue of $16,396 in the three months and $37,661 in the nine months ended June 30, 2024 from contract liabilities balances recorded as of October 1, 2023, compared to $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.
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, 2024 were $2,298,270, compared to $2,325,533 as of September 30, 2023, the majority of which relates to Woodward’s Aerospace segment in both periods. Woodward expects to recognize almost all these remaining performance obligations within two years after June 30, 2024.
Remaining performance obligations related to material rights that have not yet been recognized in revenue as of June 30, 2024 was $510,405 of which $2,850 is expected to be recognized in the remainder of fiscal year 2024, $14,919 is expected to be recognized in fiscal year 2025, 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:
Commercial OEM
189,697
186,173
544,568
484,319
Commercial aftermarket
165,718
139,518
467,148
405,606
Defense OEM
96,557
101,008
280,999
278,577
Defense aftermarket
65,588
53,832
183,113
144,731
Total Aerospace segment net sales
Revenue by primary market for the Industrial reportable segment was as follows:
Power generation
109,583
101,387
314,500
276,977
Transportation
163,310
158,039
511,565
365,731
Oil and gas
57,235
60,706
167,868
181,555
Total Industrial segment net sales
During fiscal year 2023, for purposes of how we assess performance, we determined that certain revenue was better aligned with our markets consisting of power generation, transportation, and oil and gas, rather than the reciprocating engines and industrial turbines, as previously reported. For comparability, we have reclassified revenue for the three
9
months and nine months ended June 30, 2023 to conform to the new presentation. This reclassification of revenue had no impact on our consolidated financial results.
The customers who each account for approximately 10% or more of net sales of each of Woodward’s reportable segments are as follows:
RTX Corporation, GE Aerospace, The Boeing Company
RTX Corporation, General Electric Company, The Boeing Company
Weichai Westport, Rolls-Royce PLC, GE Vernova, Inc.
Weichai Westport, Rolls-Royce PLC, Caterpillar, Inc.
RTX Corporation,The Boeing Company, General Electric Company
Weichai Westport, Rolls-Royce PLC
Rolls-Royce PLC, 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:
Numerator:
Denominator:
Basic shares outstanding
Dilutive effect of stock options, restricted units, and performance units
2,097
1,535
2,005
1,407
Diluted shares outstanding
Income per common share:
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:
Options
80
564
53
1,554
Weighted-average option price
137.76
114.70
134.79
102.06
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:
Weighted-average treasury stock shares held for deferred compensation obligations
62
54
96
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
10
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
Assets:
Operating lease
26,742
24,680
Finance lease
Property, plant, and equipment, net
2,688
3,337
Total lease assets
29,430
28,017
4,864
4,594
708
817
Noncurrent liabilities:
22,415
20,685
2,199
2,733
Total lease liabilities
30,186
28,829
Lease-related expenses were as follows:
Operating lease expense
1,690
1,563
4,978
4,636
Amortization of finance lease assets
174
251
644
663
Interest on finance lease liabilities
33
43
117
Variable lease expense
429
225
958
680
Short-term lease expense
125
152
Total lease expense
2,368
2,126
6,811
6,248
Lease-related supplemental cash flow information was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
3,963
3,879
Operating cash flows for finance leases
Financing cash flows for finance leases
535
Right-of-use assets obtained in exchange for recorded lease obligations:
Operating leases
5,803
1,841
Finance leases
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.
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, 2024. 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 $1,370 for the three months and $4,099 for the nine months ended June 30, 2024, compared to $1,466 for the three months and $4,252 for the nine months ended June 30, 2023.
11
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:
Property, plant, and equipment
47,210
45,766
Less accumulated depreciation
(31,081
(28,128
16,129
17,638
Note 6. Joint venture
In fiscal year 2016, Woodward and General Electric Company (“GE”), acting through its GE Aviation business unit at the time, 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:
Amortization of the deferred revenue (material right) recognized as an increase to sales was $1,570 for the three months and $4,407 for the nine months ended June 30, 2024, and $1,395 for the three months and $3,429 for the nine months ended June 30, 2023.
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 second 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, 2024 and 2023, 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:
Other income
10,788
8,836
29,644
21,877
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:
Cash distributions
8,000
9,000
26,500
19,000
Net sales to the JV were as follows:
Net sales1
19,465
11,568
61,817
25,365
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:
Accounts receivable
4,510
3,666
6,777
6,276
19,172
16,028
12
In the quarter ended June 30, 2024, Woodward recognized a $9,680 reduction in the contract liabilities in “Other Liabilities” and a $9,680 reduction in costs to fulfill a contract in “Other Assets” related to the cancellation of a JV engineering and development project previously recognized as a material right. No reductions in costs to fulfill a contract or contract liabilities were recorded during the quarter ended June 30, 2023 as a result of the termination of joint venture engineering and development projects.
Note 7. Financial instruments and fair value measurements
The table below presents information about Woodward’s financial assets and liabilities 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.
At June 30, 2024
At September 30, 2023
Level 1
Level 2
Level 3
Total
Financial assets:
Investments in banks and financial institutions
63,166
28,560
Equity securities
29,855
24,913
Cross-currency interest rate swaps
1,400
5,389
Total financial assets
93,021
94,421
53,473
58,862
Financial liabilities:
440
Total financial liabilities
Investments in banks and financial institutions: Woodward and its 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.
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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:
Fair ValueHierarchyLevel
EstimatedFair Value
CarryingCost
Notes receivable from municipalities
7,913
7,487
7,794
7,688
Investments in short-term time deposits
3,082
6,095
6,107
Liabilities:
Long-term debt
609,012
649,273
661,507
722,671
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 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 2.9% at June 30, 2024 and 3.6% at September 30, 2023.
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 6.8% at June 30, 2024 and at September 30, 2023.
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 5.3% at June 30, 2024 and 5.9% at September 30, 2023.
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. As of June 30, 2024, 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, 2024.
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. The objective of the derivative instrument is to hedge against the foreign currency exchange risk
14
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 is a net foreign exchange gain of $329 for the three months and a foreign exchange loss of $559 for the nine months ended June 30, 2024, compared to a foreign exchange gain of $139 for the three months and a net foreign exchange loss of $4,293 for the nine months ended June 30, 2023.
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
Cross-currency interest rate swap agreement designated as fair value hedges
939
Cross-currency interest rate swap agreements designated as cash flow hedges
(1,431
43,438
15
The following table discloses the amount of (gain) loss recognized in accumulated OCI on derivative instruments designated as qualifying hedging instruments:
(42
875
(5,989
9,431
43,198
9,389
44,073
The following table discloses the amount of (gain) loss reclassified from accumulated OCI into earnings on derivative instruments designated as qualifying hedging instruments:
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 $8,847 as of June 30, 2024 and $9,701 as of September 30, 2023.
Note 9. Supplemental statement of cash flows information
Interest paid, net of amounts capitalized
30,021
31,116
Income taxes paid
105,554
60,334
Income tax refunds received
6,171
1,459
Non-cash activities:
Purchases of property, plant and equipment on account
4,208
2,612
Common shares issued from treasury to settle benefit obligations
Note 10. Inventories
Raw materials
168,332
133,699
Work in progress
150,256
127,438
Component parts(1)
371,247
327,522
Finished goods
93,793
74,594
Customer supplied inventory
On-hand inventory for which control has transferred to the customer
(187,845
(159,953
16
Note 11. Property, plant, and equipment
Land and land improvements
89,819
89,352
Buildings and building improvements
591,415
589,735
Leasehold improvements
21,171
21,079
Machinery and production equipment
818,103
807,244
Computer equipment and software
119,684
120,290
Office furniture and equipment
40,940
41,943
38,182
20,073
Construction in progress
67,595
55,487
1,786,909
1,745,203
(869,179
(832,109
Woodward had depreciation expense as follows:
Depreciation expense
20,661
20,551
61,494
61,212
Note 12. Goodwill
September 30,2023
Effects of ForeignCurrencyTranslation
June 30,2024
455,423
336,045
3,329
339,374
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 2023 resulted in no impairment.
17
Note 13. Intangible assets, net
GrossCarryingValue
AccumulatedAmortization
NetCarryingAmount
Intangible assets with finite lives:
Customer relationships and contracts:
281,683
(243,833
37,850
(236,143
45,540
383,518
(105,532
277,986
378,804
(90,084
288,720
665,201
(349,365
315,836
660,487
(326,227
334,260
Intellectual property:
3,139
(3,139
Process technology:
44,570
(40,185
4,385
(39,551
5,019
84,354
(34,343
50,011
83,456
(31,709
51,747
128,924
(74,528
54,396
128,026
(71,260
56,766
Other intangibles:
559
554
(524
Intangible asset with indefinite life:
Trade name:
62,120
61,307
Total intangibles:
326,253
(284,018
42,235
(275,694
50,559
533,690
(143,573
390,117
527,260
(125,456
401,804
Consolidated Total
859,943
(427,591
853,513
(401,150
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 2023 resulted in no impairment.
Woodward recorded amortization expense associated with intangibles of the following:
Amortization expense
8,131
9,493
25,348
28,089
Future amortization expense associated with intangibles is expected to be:
Year Ending September 30:
2024 (remaining)
8,505
2025
28,264
2026
28,254
2027
28,205
2028
27,607
Thereafter
249,397
370,232
Note 14. 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 October
2022, the “Second Amended and Restated Revolving Credit Agreement”). 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%. The Revolving Credit Agreement matures on October 21, 2027.
Under the Second Amended and Restated Revolving Credit Agreement, there were $274,800 in principal amount of borrowings outstanding as of June 30, 2024 at an effective interest rate of 6.4% as compared to no borrowings outstanding as of September 30, 2023. As of June 30, 2024, 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.
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, 2024 and September 30, 2023.
The notes
On November 15, 2023, Woodward paid the entire principal balance of $75,000 on the Series H and K Notes using proceeds from borrowings under its Second Amended and Restated Revolving Credit Agreement.
Note 15. Accrued liabilities
Salaries and other member benefits
115,758
146,713
Product warranties and related liabilities
21,221
18,162
Interest payable
4,155
13,611
Accrued retirement benefits
2,836
2,822
Net current contract liabilities
Taxes, other than income
19,511
13,436
35,294
34,124
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 because 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:
Beginning of period
19,800
46,492
40,042
Additions, net of recoveries
3,808
2,424
13,767
22,847
Reductions for settlement
(2,333
(9,433
(10,739
(23,636
Foreign currency exchange rate changes
(54
(59
31
171
End of period
39,424
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.
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 consisted of workforce management costs primarily related to aligning the cost structure of the Company's
19
Industrial segment with the then current market conditions. All of the restructuring charges were recorded as nonsegment expenses and as of June 30, 2023, $3,594 was paid and the remaining restructuring charges were paid within the subsequent twelve months.
Note 16. Other liabilities
Net accrued retirement benefits, less amounts recognized within accrued liabilities
78,450
72,570
Total unrecognized tax benefits
10,231
8,020
Noncurrent income taxes payable
5,894
10,714
Deferred economic incentives (1)
5,125
5,797
Noncurrent operating lease liabilities
Net noncurrent contract liabilities
Cross-currency swap derivative liability
11,593
11,047
Note 17. Other (income) expense, net
Equity interest in the earnings of the JV
(10,788
(8,836
(29,644
(21,877
Net loss (gain) on sales of assets and businesses
307
(218
Gain on non-recurring matter related to a previous acquisition
(4,803
Rent income
(88
(92
(258
(273
Net gain on investments in deferred compensation program
(511
(1,257
(4,905
(4,127
Other components of net periodic pension and other postretirement benefit, excluding service cost and interest expense
(2,939
(2,521
(8,805
(7,681
(419
(77
(481
(145
Note 18. 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. 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:
Effective tax rate
16.4
%
20.0
17.8
15.8
The decrease in the effective tax rate for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 is primarily attributable to a larger stock-based compensation tax benefit in the current quarter. This decrease was partially offset by higher accrued future withholding taxes on unremitted foreign earnings in the current quarter.
The increase in the effective tax rate for the nine months ended June 30, 2024 compared to the nine months ended June 30, 2023 is primarily attributable to higher accrued future withholding taxes on unremitted foreign earnings in the current fiscal year. Additionally, the increase is attributable to a release of uncertain tax positions that did not recur in the
20
current fiscal year. These increases were partially offset by a larger stock-based compensation tax benefit in the current fiscal year.
Gross unrecognized tax benefits were $13,723 as of June 30, 2024, and $11,112 as of September 30, 2023. At June 30, 2024, the amount of the liability for unrecognized tax benefits that, if recognized, would impact Woodward’s effective tax rate was $8,718. Woodward believes it is reasonably possible that the liability for unrecognized tax benefits will decrease by as much as $2,178 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 2020 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 2018 and thereafter.
Note 19. 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 "Retirement Savings Plan"). The Retirement Savings 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, in 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 180 shares of common stock for a value of $22,937 in the nine months ended June 30, 2024, compared to a total of 189 shares of common stock for a value of $19,467 in the nine months ended June 30, 2023.
The amount of expense associated with all defined contribution plans was as follows:
Company costs
14,020
11,602
38,097
33,542
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, 2023, 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.
21
The components of the net periodic retirement pension costs recognized are as follows:
United States
Other Countries
Service cost
193
223
344
500
567
Interest cost
1,899
1,824
799
805
2,698
2,629
Expected return on plan assets
(2,271
(2,074
(596
(586
(2,867
(2,660
Amortization of:
Net actuarial loss (gain)
57
73
(168
(111
Prior service cost
Net periodic retirement pension cost
52
220
348
407
400
627
Contributions paid
315
470
581
670
928
996
1,509
1,666
5,698
5,473
2,395
2,333
8,093
7,806
(6,813
(1,790
(1,710
(8,603
(7,933
170
(507
(462
(337
(243
523
159
662
1,043
1,173
1,202
1,835
1,654
1,763
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.
The components of the net periodic other postretirement benefit costs recognized are as follows:
226
677
678
Net actuarial gain
(139
(124
(417
(372
Net periodic other postretirement cost
87
103
260
409
415
1,234
1,300
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 2024 may differ from the current estimate. Woodward estimates its remaining cash contributions in fiscal year 2024 will be as follows:
Retirement pension benefits:
United Kingdom
414
Japan
Germany
320
Other postretirement benefits
1,442
22
Note 20. Stockholders’ equity
Common stock and treasury stock
Activity in common stock and treasury stock share is as follows:
Common Stock
Treasury Stock
72,960
(13,022
(67
268
(12,754
(56
(12,185
(53
(1,692
606
(13,250
(52
(13,207
(274
189
(1
(13,070
1,332
Stock repurchase program
In January 2022, the Woodward board of directors (the "Board") 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, Woodward repurchased 274 shares of its common stock for $26,369 under the 2022 Authorization.
In January 2024, the Board terminated the 2022 Authorization, which was nearing expiration, and concurrently authorized a new program for the repurchase of up to $600,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period ending in January 2027 (the “2024 Authorization”). During the first nine months of fiscal year 2024, Woodward repurchased 1,692 shares of its common stock for $304,811, with all such repurchases made under the 2024 Authorization.
Provisions governing outstanding stock option awards, restricted stock units ("RSUs"), and performance restricted stock units ("PSUs") are included in the 2017 Omnibus Incentive Plan, as amended from time to time (the “2017 Plan”) and, with respect to outstanding stock options awarded in or prior to 2016, the 2006 Omnibus Incentive Plan (the “2006 Plan”).
23
The 2017 Plan was first approved by Woodward’s stockholders in January 2017 and is the successor plan to the 2006 Plan. The Board has 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 25, 2023, Woodward’s stockholders approved an additional 500 shares of Woodward’s common stock to be made available for future grants. Under the 2017 Plan, there were approximately 2,158 shares of Woodward’s common stock available for future grants as of June 30, 2024 and 2,689 shares as of September 30, 2023.
Stock options
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.
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:
Number of options
Weighted-Average Exercise Price per Share
Beginning balance
4,213
83.54
4,842
80.48
Granted
137.36
Exercised
(603
70.05
(1,313
69.58
Forfeited
(6
101.40
(12
96.82
Ending balance
3,604
85.77
Changes in non-vested stock options were as follows:
Weighted-Average Grant Date Fair Value per Share
Weighted-Average Grant Date Fair Value Per Share
926
37.40
1,393
33.96
58.34
Vested
(20
38.87
(569
32.25
(5
40.25
(10
37.76
901
37.35
Information about stock options that have vested, or are expected to vest, and are exercisable at June 30, 2024 was as follows:
Weighted-Average Exercise Price
Weighted-Average Remaining Life in Years
Aggregate Intrinsic Value
Options outstanding
5.5
319,417
Options vested and exercisable
2,703
81.80
4.7
250,231
Options vested and expected to vest
3,575
85.61
317,387
Restricted stock units
The Company generally grants RSUs to eligible employees under its form RSU agreement for employees (the “Standard Form RSU Agreement”). RSUs granted under the Standard Form RSU Agreement prior to November 14, 2023, generally have a four-year vesting schedule at a rate of 25% per year, and RSUs granted after November 14, 2023 have a three-year vesting schedule at a rate of 33.3% per year, in each case generally subject to continued employment.
The Company has also granted RSUs to certain employees under its form attraction and retention RSU agreement (the “Form Attraction and Retention RSU Agreement”), which has from time to time been used for new hires and specific
24
retention purposes. 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.
A summary of the activity for RSUs:
Number of units
Weighted-Average Grant Date Fair Value
319
116.90
177
93.46
177.26
172
138.53
Released
(4
99.36
(28
88.63
115.26
(7
114.19
314
118.17
Performance restricted stock units
In November 2023, the Company granted PSUs to certain employees under its form PSU agreement that generally will vest subject to a market condition and a service condition through the performance period. The market condition associated with the awards is based on the Company's relative total shareholder return ("TSR") compared to the TSR generated by the other companies that comprise the S&P 400 Midcap Index over a three-year performance period. Performance at target will result in vesting and issuance of the number of PSUs granted, equal to 100% payout. Performance below or above target can result in an issuance of between 0% - 150% of the target number of PSUs granted. Expense is recognized based on the weighted average grant date fair value on a straight line basis over the service period, irrespective as to whether the market condition is achieved.
The fair value of the PSUs for the November 2023 grant was determined based upon a Monte Carlo valuation method. The assumptions used in the Monte Carlo method to value the PSUs granted, which includes the grant date fair value outcome from the Monte Carlo method, were as follows:
Expected volatility
30.2
Risk free interest rate
4.5
Expected life
3 years
Grant date fair value
146.47
The PSUs granted receive dividend equivalent units; therefore, no discount was applied for Woodward’s dividends.
A summary of the activity for PSUs:
66
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, form RSU agreements, and form PSU agreements used by the Company, with terms approved by the administrator of the applicable plan, the requisite service period can be less than the vesting period defined in the applicable award agreement based on grantee’s retirement eligibility. As such, the recognition of stock-based compensation expense associated with some stock option grants, RSU grants, and PSU grants can be accelerated to a period of less than the vesting period, 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 during the second quarter of fiscal year 2024, Woodward recognized an additional $1,682 of stock compensation expense, before tax.
25
At June 30, 2024, there was approximately $31,716 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements, including stock options, RSUs, and PSUs. 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 21. 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.
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.
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.
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 or for Good Reason (as each term is 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 22. 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.
A summary of consolidated net sales and earnings by segment follows:
Segment external net sales:
Total consolidated net sales
Segment earnings:
101,842
83,075
279,295
211,823
59,717
58,197
191,842
107,170
Nonsegment expenses
(29,675
(23,875
(88,709
(106,493
Interest expense, net
(9,788
(11,659
(29,988
(34,772
Consolidated earnings before income taxes
26
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:
Segment assets:
1,913,483
1,829,410
1,487,143
1,490,341
Unallocated corporate property, plant, and equipment, net
119,330
104,962
Other unallocated assets
800,353
585,490
Consolidated total assets
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, 2023, which was filed on November 17, 2023, 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.
OVERVIEW
Global Business Conditions
During the first nine months of fiscal year 2024, we achieved significant sales growth and margin expansion as compared to the same period of the prior year. The compounding impacts of our focused efforts on operational excellence enabled us to increase output and capitalize on continued strong end market demand for our products and services across the aerospace and industrial markets. We continue to better align price to the value of our products which helps to mitigate the ongoing impacts of inflation. We expect declines in demand in our on-highway natural gas trucks business in China for the remainder of the fiscal year, and future demand beyond the fiscal year remains uncertain. Additionally, ongoing supply chain challenges in the broader aerospace industry may impact the timing of certain shipments in our Aerospace segment. We continue to monitor the macroeconomic environment as inflation and economic uncertainty continue to impact certain aspects of our business. We remain committed to growth, operational excellence, and innovation to deliver long-term success and enhanced shareholder value.
Operational Highlights
Quarter and Year to Date Highlights
Three Months EndedJune 30,
Nine Months EndedJune 30,
Net sales:
Aerospace segment
Industrial segment
Consolidated net sales
Earnings:
Segment earnings as a percent of segment net sales
19.7
17.3
18.9
16.1
18.1
18.2
19.3
13.0
Consolidated net earnings
Adjusted net earnings
292,711
175,924
Adjusted effective tax rate
Consolidated diluted earnings per share
Consolidated adjusted diluted earnings per share
4.70
2.87
Earnings before interest and taxes ("EBIT")
131,884
117,397
382,428
212,500
Adjusted EBIT
386,193
247,376
Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
160,676
147,441
469,270
301,801
Adjusted EBITDA
473,035
336,677
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.
Liquidity Highlights
Net cash provided by operating activities for the first nine months of fiscal year 2024 was $297,329, compared to $155,630 for the first nine months of fiscal year 2023. The increase in net cash provided by operating activities in the first nine months of fiscal year 2024 compared to the first nine months of the prior fiscal year is primarily attributable to increased earnings.
For the first nine months of fiscal year 2024, free cash flow was $225,136, compared to $98,488 for the first nine months of fiscal year 2023. We define free cash flow as net cash flow from operating activities less payments for property, plant, and equipment. The increase in free cash flow for the first nine months of fiscal year 2024 as compared to the same period of the prior fiscal year was primarily due to increased earnings and improved working capital, partially offset by
higher capital expenditures. Free cash flow is a non-U.S. GAAP financial measure. A description of this measure as well as a reconciliation of this non-U.S. GAAP financial measure to the most directly comparable U.S. GAAP financial measure 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, 2024, we held $308,332 in cash and cash equivalents and had total outstanding debt of $923,126. We have additional borrowing availability of $717,338, net of outstanding letters of credit, under our revolving credit agreement. At June 30, 2024, we also had additional borrowing capacity of $25,176 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:
% of Net Sales
June 30, 2023
% of NetSales
June 30,2023
100
72.9
74.5
77.2
Selling, general, and administrative expenses
8.7
8.1
9.3
9.5
4.6
4.4
4.3
0.0
0.2
1.4
1.5
1.7
(0.2
)%
(0.1
(1.7
(1.6
(2.0
85.6
86.8
85.7
91.7
14.4
13.2
14.3
8.3
2.4
2.6
2.5
1.3
12.0
10.6
11.7
7.0
Other select financial data:
Working capital
875,267
852,256
Total debt
923,126
721,526
Net Sales
Consolidated net sales for the third quarter of fiscal year 2024 increased by $47,025, or 5.9%, compared to the same period of fiscal year 2023. Consolidated net sales for the first nine months of fiscal year 2024 increased by $332,265, or 15.5%, compared to the same period of fiscal year 2023.
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, 2023
Aerospace volume
2,745
66,383
Industrial volume
(4,748
108,741
Effects of changes in price
54,569
161,332
Effects of changes in foreign currency rates
(5,541
(4,191
Consolidated net sales for the period ended June 30, 2024
In the Aerospace segment, the increase in net sales for the third quarter of fiscal year 2024 as compared to the same period of the prior fiscal year is attributable to price realization as well as increases in aftermarket sales, both commercial and defense, due to higher aircraft utilization.
The increase in net sales for the first nine months of fiscal year 2024 as compared to the same period of the prior fiscal year is primarily attributable to price realization as well as increases in aftermarket sales, both commercial and defense, due to higher aircraft utilization, and increases in commercial OEM due to higher production rates.
In the Industrial segment, the increase in net sales for the third quarter of fiscal year 2024 as compared to the same period of the prior fiscal year is primarily attributable to price realization as well as growth in power generation, partially offset by decreased oil and gas sales.
The increase in net sales for the first nine months of fiscal year 2024 as compared to the same period of the prior fiscal year is primarily attributable to growth in transportation, particularly in the on-highway natural gas truck business in China, strong sales in power generation, and price realization, partially offset by a decrease in oil and gas sales.
Costs and Expenses
Cost of goods sold increased by $21,451 to $617,702 for the third quarter of fiscal year 2024, compared to $596,251, for the third quarter of fiscal year 2023. Cost of goods sold decreased to 72.9% of net sales for the third quarter of fiscal year 2024, compared to 74.5% of net sales for the third quarter of fiscal year 2023. The increase in cost of goods sold on an absolute basis in the third quarter of fiscal year 2024 compared to the same period of the prior fiscal year is primarily net inflationary impacts on material and labor costs.
Cost of goods sold increased by $151,564 to $1,801,037 for the first nine months of fiscal year 2024, compared to $1,649,473, for the first nine months of fiscal year 2023. Cost of goods sold decreased to 72.9% of net sales for the first nine months of fiscal year 2024, compared to 77.2% of net sales for the first nine months of fiscal year 2023. The increase in cost of goods sold on an absolute basis in the first nine months of fiscal year 2024 compared to the same period of the prior fiscal year is primarily due to higher sales volume and net inflationary impacts on material and labor costs.
The decrease in cost of goods sold as a percent of net sales in the third quarter and first nine months of fiscal year 2024 compared to the same periods of the prior fiscal year is primarily due to price realization.
Gross margin (as measured by net sales less cost of goods sold, divided by net sales) was 27.1% for the third quarter and first nine months of fiscal year 2024, compared to 25.5% for the third quarter of fiscal year 2023 and 22.8% for the first nine months of fiscal year 2023. The increase in gross margin for the third quarter and first nine months of fiscal year 2024 as compared to the same periods of the prior fiscal year is primarily attributable to higher sales volume and price realization, partially offset by net inflationary impacts on material and labor costs.
Selling, general, and administrative expenses increased by $8,829, or 13.6%, to $73,812 for the third quarter of fiscal year 2024, compared to $64,983 for the third quarter of fiscal year 2023. Selling, general, and administrative expenses as a percentage of net sales increased to 8.7% for the third quarter of fiscal year 2024, compared to 8.1% for the third quarter of fiscal year 2023. The increase in selling, general, and administrative expenses on an absolute basis for the third quarter of fiscal year 2024 compared to the same period of the prior fiscal year is primarily due to increased headcount and increased annual variable incentive compensation costs.
Selling, general, and administrative expenses increased by $26,022, or 12.8%, to $229,770 for the first nine months of fiscal year 2024, compared to $203,748 for the first nine months of fiscal year 2023. Selling, general, and administrative expenses as a percentage of net sales decreased to 9.3% for the first nine months of fiscal year 2024, compared to 9.5% for the first nine months of fiscal year 2023. The increase in selling, general, and administrative expenses on an absolute basis for the first nine months of fiscal year 2024 as compared to the same period of the prior fiscal year is primarily due to increased headcount, increased annual variable incentive compensation costs, and increased expenses relating to business development activities.
Research and development costs increased by $3,695, or 10.5%, to $38,728 for the third quarter of fiscal year 2024, compared to $35,033 for the third quarter of fiscal year 2023. The increase in research and development costs for the third quarter of fiscal year 2024 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 increased to 4.6% for the third quarter of fiscal year 2024, as compared to 4.4% for the same period of the prior fiscal year.
Research and development costs increased by $5,953, or 6.0%, to $105,987 for the first nine months of fiscal year 2024, compared to $100,034 for the first nine months of fiscal year 2023. The increase in research and development costs for the first nine months of fiscal year 2024 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 4.3% for the first nine months of fiscal year 2024, as compared to 4.7% for the first nine months of fiscal year 2023.
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.
Interest expense decreased by $659, or 5.4%, to $11,516 for the third quarter of fiscal year 2024, compared to $12,175 for the third quarter of fiscal year 2023. Interest expense decreased by $1,680, or 4.6%, to $34,482 for the first nine months
of fiscal year 2024, compared to $36,162 for the first nine months of fiscal year 2023. Interest expense as a percentage of net sales was 1.4% for each of the third quarter and first nine months of fiscal year 2024, compared to 1.5% for the third quarter of fiscal year 2023 and 1.7% for the first nine months of fiscal year 2023. The decrease in interest expense for the third quarter and first nine months of fiscal year 2024 as compared to the same periods of the prior fiscal year is primarily attributable to increased payments on our revolving credit facility during the third quarter and first nine months of fiscal year 2024. During the first six months of fiscal year 2024, we paid the entire balance of two series of private placement notes totaling $75,000.
Other income increased by $1,437 to $14,438 for the third quarter of fiscal year 2024, compared to $13,001 for the third quarter of fiscal year 2023. The increase in other income for the third quarter of fiscal year 2024 as compared to the same period of the prior fiscal year is primarily attributable to increased earnings in our joint venture with General Electric.
Other income increased by $16,030 to $49,461 for the first nine months of fiscal year 2024, compared to $33,431 for the first nine months of fiscal year 2023. The increase in other income for the first nine months of fiscal year 2024 as compared to the same period of the prior fiscal year is primarily attributable to increased earnings in our joint venture with General Electric and a non-recurring gain related to a previous acquisition that was recognized during the first nine months of fiscal year 2024.
Income taxes were provided at an effective rate on earnings before income taxes of 16.4% for the third quarter and 17.8% for the first nine months of fiscal year 2024, and 20.0% for the third quarter and 15.8% for the first nine months of fiscal year 2023.
The decrease in the effective tax rate for the third quarter of fiscal year 2024 compared to the same period of the prior fiscal year is primarily attributable to a larger stock-based compensation tax benefit in the current quarter. This decrease was partially offset by higher accrued future withholding taxes on unremitted foreign earnings in the current quarter.
The increase in the effective tax rate for the first nine months of fiscal year 2024 compared to the same period of the prior fiscal year is attributable to higher accrued future withholding taxes on unremitted foreign earnings in the current fiscal year. Additionally, the increase is attributable to a release of uncertain tax positions during the nine months ended June 30, 2023 that did not reoccur in fiscal year 2024. These increases were partially offset by a larger stock-based compensation tax benefit in the first nine months of fiscal year 2024.
Segment Results
The following table presents sales by segment:
61.1
60.0
59.8
61.4
38.9
40.0
40.2
38.6
The following table presents earnings by segment and reconciles segment earnings to consolidated net earnings:
(20,021
(21,139
(62,765
(28,012
The following table presents segment earnings as a percent of segment net sales:
32
Aerospace segment net sales increased by $37,029, or 7.7%, to $517,560 for the third quarter of fiscal year 2024, compared to $480,531 for the third quarter of fiscal year 2023. The increase in Aerospace segment net sales in the third quarter of fiscal year 2024 as compared to the same period of the prior fiscal year is attributable to price realization as well as increases in aftermarket sales, both commercial and defense, due to higher aircraft utilization.
Aerospace segment net sales increased by $162,595, or 12.4%, to $1,475,828 for the first nine months of fiscal year 2024, compared to $1,313,233 for the first nine months of fiscal year 2023. The increase in net sales for the first nine months of fiscal year 2024 as compared to the same period of the prior fiscal year is primarily attributable to price realization as well as increases in aftermarket sales, both commercial and defense, due to higher aircraft utilization, and increases in commercial OEM due to higher production rates.
Defense OEM sales decreased in the third quarter and the first nine months of fiscal year 2024 as compared to the same periods of the prior fiscal year, primarily driven by reduced demand for fixed wing and rotorcraft platforms, partially offset by an increase in smart defense. Our defense aftermarket sales increased in the third quarter and first nine months of fiscal year 2024 compared to the same periods of the prior fiscal year, primarily driven by increased output and supply chain stabilization.
Aerospace segment earnings increased by $18,767, or 22.6%, to $101,842 for the third quarter of fiscal year 2024, compared to $83,075 for the third quarter of fiscal year 2023. Aerospace segment earnings increased by $67,472, or 31.9%, to $279,295 for the first nine months of fiscal year 2024, compared to $211,823 for the first nine months of fiscal year 2023.
The increase in Aerospace segment earnings was due to the following:
Earnings for the period ended June 30, 2023
Sales volume and mix
852
32,141
Price, inflation, and productivity
21,758
50,604
Other, net
(3,843
(15,273
Earnings for the period ended June 30, 2024
Aerospace segment earnings as a percentage of segment net sales were 19.7% for the third quarter and 18.9% for the first nine months of fiscal year 2024, compared to 17.3% for the third quarter and 16.1% for the first nine months of fiscal year 2023.
Industrial segment net sales increased by $9,996, or 3.1%, to $330,128 for the third quarter of fiscal year 2024, compared to $320,132 for the third quarter of fiscal year 2023. The increase in Industrial segment net sales in the third quarter of fiscal year 2024 as compared to the same period of the prior fiscal year is primarily attributable to price realization as well as growth in power generation, partially offset by decreased oil and gas sales.
Industrial segment net sales increased by $169,670, or 20.6%, to $993,933 for the first nine months of fiscal year 2024, compared to $824,263 for the first nine months of fiscal year 2023. The increase in Industrial segment net sales for the first nine months of fiscal year 2024 as compared to the same period of the prior fiscal year was primarily attributable to growth in transportation, particularly in the on-highway natural gas truck business in China, as well as strong sales in power generation and price realization, partially offset by decreased oil and gas sales.
Demand for the remainder of fiscal year 2024 for on-highway natural gas trucks in China is expected to decline.
Industrial segment earnings increased by $1,520, or 2.6%, to $59,717 for the third quarter of fiscal year 2024, compared to $58,197 for the third quarter of fiscal year 2023. Segment earnings increased by $84,672, or 79.0%, to $191,842 for the first nine months of fiscal year 2024, compared to $107,170 for the first nine months of fiscal year 2023.
The increase in Industrial segment earnings was due to the following:
(11,798
43,576
17,799
56,326
(4,481
(15,230
Industrial segment earnings as a percentage of segment net sales were 18.1% for the third quarter and 19.3% for the first nine months of fiscal year 2024, compared to 18.2% for the third quarter and 13.0% for the first nine months of fiscal year 2023. Industrial earnings in the third quarter of fiscal year 2024 remained relatively flat as compared to the same period of the prior fiscal year as a result of price realization, which was largely offset by inflation and unfavorable mix. Industrial earnings in the first nine months of fiscal year 2024 benefited significantly from increases in transportation due to increased demand for on-highway natural gas trucks in China as well as operational improvements including increased output and other efficiency gains.
Nonsegment
Nonsegment expenses increased by $5,800 to $29,675 for the third quarter of fiscal year 2024, compared to $23,875 for the third quarter of fiscal year 2023. The increase in nonsegment expenses for the third quarter of fiscal year 2024 as compared to the same period of the prior year was primarily due to increased annual variable incentive compensation costs.
Nonsegment expenses decreased by $17,784 to $88,709 for the first nine months of fiscal year 2024 compared to $106,493 for the first nine months of fiscal year 2023. The decrease in nonsegment expenses for the first nine months of fiscal year 2024 as compared to the same period of the prior year was primarily due to significant costs that occurred in the first nine months of fiscal year 2023 that did not reoccur in the first nine months of fiscal year 2024.
The significant charges that impacted nonsegment expenses are as follows:
Non-recurring gain related to a previous acquisition
Business development activities
5,902
Certain non-recurring separation costs
2,666
2,208
Specific charge for excess and obsolete inventory
11,995
Product rationalization
10,504
Non-recurring charge related to customer collections
4,997
Nonsegment expenses excluding infrequent significant charges
(84,944
(71,617
Excluding these charges, nonsegment expenses increased $13,327 in the first nine months of fiscal year 2024 as compared to the same period of the prior fiscal year, primarily due to increased annual variable incentive compensation costs.
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 14, 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.
At June 30, 2024, we had total outstanding debt of $923,126 consisting of various series of unsecured notes due between 2025 and 2033 and obligations under our finance leases.
At June 30, 2024, we had $274,800 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, 2024 were as follows:
Maximum daily balance during the period
364,600
Average daily balance during the period
193,044
Weighted average interest rate on average daily balance
6.2
At June 30, 2024, we had additional borrowing availability of $717,338 under our revolving credit facility, net of outstanding letters of credit, and additional borrowing availability of $25,176 under various foreign credit facilities.
To our knowledge, we were in compliance with all our debt covenants as of June 30, 2024. 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 $8,793 in cash provided by operating activities during the nine months ended June 30, 2024, compared to an increase in cash provided by operating activities of approximately $18,096 during the nine months ended June 30, 2023.
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.
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.
Cash Flows
Net cash flows provided by operating activities for the first nine months of fiscal year 2024 was $297,329, compared to $155,630 for the same period of fiscal year 2023. The increase in net cash provided by operating activities in the first nine months of fiscal year 2024 as compared to the first nine months of the prior fiscal year is primarily attributable to increased earnings.
Net cash flows used in investing activities for the first nine months of fiscal year 2024 was $68,239, compared to $54,204 for the same period of fiscal year 2023. The increase in cash flows used in investing activities in the first nine months of fiscal year 2024 as compared to the first nine months of the prior fiscal year is primarily due to increased payments for property, plant, and equipment.
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Net cash flows used in financing activities for the first nine months of fiscal year 2024 was $58,970, compared to $83,315 for the same period of fiscal year 2023. The decrease in net cash flows used in financing activities in the first nine months of fiscal year 2024 as compared to the first nine months of the prior fiscal year is primarily attributable to the increases in borrowings on revolving lines of credit, partially offset by increases in repurchases of common stock and in payments on revolving lines of credit. During the first nine months of fiscal year 2024, we had net debt borrowings of $199,156, compared to net debt payments of $43,836 in the first nine months of fiscal year 2023. During the first nine months of fiscal year 2024, we repurchased $304,811 of common stock compared to $26,369 of repurchases of common stock during the first nine months of fiscal year 2023.
Non-U.S. GAAP Financial Measures
Adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, adjusted EBITDA, and 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 non-recurring gain related to a previous acquisition, (ii) costs related to business development activities, (iii) certain non-restructuring separation costs, (iv) a specific charge for excess and obsolete inventory, (v) product rationalization, (vi) restructuring charges, and (vii) a non-recurring charge related to customer collections. 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, normal 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.
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:
Net Earnings
Earnings Per Share
Net earnings (U.S. GAAP)
Non-U.S. GAAP adjustments, net of tax:
Certain non-restructuring separation costs
Non-U.S. GAAP adjustments
Adjusted net earnings (Non-U.S. GAAP)
36
Earnings per share (U.S. GAAP)
(3,433
(0.06
4,456
0.07
2,013
0.04
1,661
0.03
9,016
0.15
7,896
0.13
3,874
0.06
3,761
Total non-U.S. GAAP adjustments
3,036
0.05
26,208
0.43
Adjusted earnings per share (Non-U.S. GAAP)
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.
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 non-recurring gain related to a previous acquisition, (ii) costs related to business development activities, (iii) certain non-restructuring separation costs, (iv) a specific charge for excess and obsolete inventory, (v) product rationalization, (vi) restructuring charges, and (vii) a non-recurring charge related to customer collections. 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.
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EBIT and adjusted EBIT reconciled to net earnings were as follows:
EBIT (Non-U.S. GAAP)
Non-U.S. GAAP adjustments:
3,765
34,876
Adjusted EBIT (Non-U.S. GAAP)
EBITDA and adjusted EBITDA reconciled to net earnings were as follows:
Amortization of intangible assets
EBITDA (Non-U.S. GAAP)
Adjusted EBITDA (Non-U.S. GAAP)
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 measure
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.
The use of this non‐U.S. GAAP financial measure 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 does not necessarily
38
represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. Our calculation of free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures.
Free cash flow reconciled to net cash provided by operating activities were as follows:
Net cash provided by operating activities (U.S. GAAP)
Payments for property, plant and equipment
Free cash flow (Non-U.S. GAAP)
225,136
98,488
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 “Exchange 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 Exchange 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.
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 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, 2024.
There have not been any changes in our internal controls over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities(In thousands, except for shares and per share amounts)
Total Number of Shares Purchased
Weighted Average Price Paid Per Share
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, 2024 through April 30, 2024 (2)
162.36
600,000
May 1, 2024 through May 31, 2024 (2)
1,202,038
178.97
1,201,944
384,887
June 1, 2024 through June 30, 2024 (2)
490,006
183.06
489,989
295,189
Item 5. Other Information
On May 17, 2024, Thomas G. Cromwell, the Company’s Executive Vice President and Chief Operating Officer, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The trading plan provides for the sale of up to 75,841 shares of common stock of the Company upon the exercise of non-qualified stock options. The trading plan terminates on August 15, 2025.
During the three months ended June 30, 2024, no other directors or officers, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
Item 6. Exhibits
Exhibits filed as part of this Report are listed in the Exhibit Index.
EXHIBIT INDEX
Exhibit
Number
Description
*
31.1
Rule 13a-14(a)/15d-14(a) certification of Charles P. Blankenship, Jr.
31.2
Rule 13a-14(a)/15d-14(a) certification of William F. Lacey
32.1
Section 1350 certifications
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, 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 (embedded within the Inline XBRL document and are contained in Exhibit 101)
* Filed as an exhibit to this Report
SIGNATURES
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.
Date: August 2, 2024
/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)
/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)