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WWD Woodward

Filed: 4 May 21, 3:13pm

 

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 March 31, 2021

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 April 30, 2021, 63,525,499 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

 

1

 

 

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

 

31

 

 

Forward Looking Statements

 

31

 

 

Overview

 

32

 

 

Results of Operations

 

34

 

 

Liquidity and Capital Resources

 

39

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

45

Item 4.

 

Controls and Procedures

 

45

PART II – OTHER INFORMATION

Item 1.

 

Legal Proceedings

 

45

Item 1A.

 

Risk Factors

 

45

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

46

Item 6.

 

Exhibits

 

46

 

 

Signatures

 

47

 

 

 

 


 

 

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)

 

 

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net sales

 

$

581,321

 

 

$

720,220

 

 

$

1,118,940

 

 

$

1,440,575

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

434,243

 

 

 

517,514

 

 

 

835,883

 

 

 

1,052,431

 

Selling, general and administrative expenses

 

 

44,329

 

 

 

57,629

 

 

 

100,440

 

 

 

119,674

 

Research and development costs

 

 

27,627

 

 

 

34,661

 

 

 

59,623

 

 

 

71,507

 

Impairment of assets sold

 

 

 

 

 

 

 

 

 

 

 

37,902

 

Interest expense

 

 

8,249

 

 

 

8,756

 

 

 

17,155

 

 

 

17,765

 

Interest income

 

 

(283

)

 

 

(476

)

 

 

(778

)

 

 

(963

)

Other (income) expense, net

 

 

(11,331

)

 

 

(5,063

)

 

 

(19,454

)

 

 

(26,488

)

Total costs and expenses

 

 

502,834

 

 

 

613,021

 

 

 

992,869

 

 

 

1,271,828

 

Earnings before income taxes

 

 

78,487

 

 

 

107,199

 

 

 

126,071

 

 

 

168,747

 

Income tax expense

 

 

10,174

 

 

 

15,881

 

 

 

16,188

 

 

 

24,056

 

Net earnings

 

$

68,313

 

 

$

91,318

 

 

$

109,883

 

 

$

144,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.08

 

 

$

1.47

 

 

$

1.74

 

 

$

2.33

 

Diluted earnings per share

 

$

1.04

 

 

$

1.41

 

 

$

1.68

 

 

$

2.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

63,278

 

 

 

62,266

 

 

 

63,043

 

 

 

62,128

 

Diluted

 

 

65,654

 

 

 

64,564

 

 

 

65,274

 

 

 

64,622

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

1


 

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

(Unaudited)

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net earnings

 

$

68,313

 

 

$

91,318

 

 

$

109,883

 

 

$

144,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(8,789

)

 

 

(13,355

)

 

 

8,539

 

 

 

(2,202

)

Net (loss)/gain on foreign currency transactions designated as hedges of net investments in foreign subsidiaries

 

 

(2,329

)

 

 

650

 

 

 

(102

)

 

 

(395

)

Taxes on changes in foreign currency translation adjustments

 

 

(2,555

)

 

 

130

 

 

 

(871

)

 

 

(210

)

Foreign currency translation and transactions

adjustments, net of tax

 

 

(13,673

)

 

 

(12,575

)

 

 

7,566

 

 

 

(2,807

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized (loss)/gain on fair value adjustment of derivative instruments

 

 

8,892

 

 

 

45,298

 

 

 

(21,766

)

 

 

34,004

 

Reclassification of net realized (gain)/loss on derivatives to earnings

 

 

(20,683

)

 

 

(7,262

)

 

 

277

 

 

 

4,394

 

Taxes on changes in derivative transactions

 

 

1,543

 

 

 

(790

)

 

 

203

 

 

 

(772

)

Derivative adjustments, net of tax

 

 

(10,248

)

 

 

37,246

 

 

 

(21,286

)

 

 

37,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of pension and other postretirement plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net prior service cost

 

 

250

 

 

 

240

 

 

 

498

 

 

 

481

 

Net loss

 

 

377

 

 

 

628

 

 

 

747

 

 

 

1,259

 

Foreign currency exchange rate changes on pension and other postretirement benefit plan liabilities

 

 

453

 

 

 

1,225

 

 

 

(1,244

)

 

 

(277

)

Taxes on changes in pension and other postretirement benefit plan liability adjustments, net of foreign currency exchange rate changes

 

 

(284

)

 

 

(592

)

 

 

72

 

 

 

(352

)

Pension and other postretirement benefit plan

adjustments, net of tax

 

 

796

 

 

 

1,501

 

 

 

73

 

 

 

1,111

 

Total comprehensive earnings

 

$

45,188

 

 

$

117,490

 

 

$

96,236

 

 

$

180,621

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

2


 

 

WOODWARD, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

 

 

 

March 31,

 

 

September 30,

 

 

 

2021

 

 

2020

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents, including restricted cash of $1,908 and $3,497, respectively

 

$

287,595

 

 

$

153,270

 

Accounts receivable, less allowance for uncollectible amounts of $7,522 and $8,359, respectively

 

 

588,064

 

 

 

537,987

 

Inventories

 

 

422,321

 

 

 

437,943

 

Income taxes receivable

 

 

30,459

 

 

 

28,879

 

Other current assets

 

 

39,723

 

 

 

52,786

 

Total current assets

 

 

1,368,162

 

 

 

1,210,865

 

Property, plant and equipment, net

 

 

965,205

 

 

 

997,415

 

Goodwill

 

 

807,974

 

 

 

808,252

 

Intangible assets, net

 

 

584,948

 

 

 

606,711

 

Deferred income tax assets

 

 

14,873

 

 

 

14,658

 

Other assets

 

 

279,610

 

 

 

265,435

 

Total assets

 

$

4,020,772

 

 

$

3,903,336

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

1,398

 

 

$

101,634

 

Accounts payable

 

 

162,715

 

 

 

134,242

 

Income taxes payable

 

 

12,945

 

 

 

4,662

 

Accrued liabilities

 

 

164,350

 

 

 

151,794

 

Total current liabilities

 

 

341,408

 

 

 

392,332

 

Long-term debt, less current portion

 

 

736,095

 

 

 

736,849

 

Deferred income tax liabilities

 

 

164,068

 

 

 

163,573

 

Other liabilities

 

 

645,900

 

 

 

617,905

 

Total liabilities

 

 

1,887,471

 

 

 

1,910,659

 

Commitments and contingencies (Note 22)

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, par value $0.003 per share, 10,000 shares authorized, 0 shares issued

 

 

 

 

 

 

Common stock, par value $0.001455 per share, 150,000 shares authorized, 72,960 shares issued

 

 

106

 

 

 

106

 

Additional paid-in capital

 

 

257,006

 

 

 

231,936

 

Accumulated other comprehensive losses

 

 

(103,441

)

 

 

(89,794

)

Deferred compensation

 

 

9,103

 

 

 

9,222

 

Retained earnings

 

 

2,522,384

 

 

 

2,427,905

 

 

 

 

2,685,158

 

 

 

2,579,375

 

Treasury stock at cost, 9,454 shares and 10,277 shares, respectively

 

 

(542,754

)

 

 

(577,476

)

Treasury stock held for deferred compensation, at cost, 192 shares and 199 shares, respectively

 

 

(9,103

)

 

 

(9,222

)

Total stockholders' equity

 

 

2,133,301

 

 

 

1,992,677

 

Total liabilities and stockholders' equity

 

$

4,020,772

 

 

$

3,903,336

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

3


 

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

Six-Months Ended March 31,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net earnings

 

$

109,883

 

 

$

144,691

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

65,556

 

 

 

65,476

 

Impairment of assets sold

 

 

 

 

 

37,902

 

Net gain on sales of assets and businesses

 

 

(1,942

)

 

 

(13,557

)

Stock-based compensation

 

 

16,438

 

 

 

13,475

 

Deferred income taxes

 

 

1,622

 

 

 

135

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Trade accounts receivable

 

 

(10,565

)

 

 

(521

)

Unbilled receivables (contract assets)

 

 

(32,565

)

 

 

(50,624

)

Costs to fulfill a contract

 

 

(9,226

)

 

 

(15,064

)

Inventories

 

 

16,877

 

 

 

(28,982

)

Accounts payable and accrued liabilities

 

 

53,555

 

 

 

(78,878

)

Contract liabilities

 

 

14,370

 

 

 

13,673

 

Income taxes

 

 

4,700

 

 

 

(30,331

)

Retirement benefit obligations

 

 

(3,450

)

 

 

(2,152

)

Other

 

 

(6,256

)

 

 

(3,064

)

Net cash provided by operating activities

 

 

218,997

 

 

 

52,179

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Payments for purchase of property, plant, and equipment

 

 

(13,313

)

 

 

(29,361

)

Proceeds from sale of assets

 

 

86

 

 

 

18,831

 

Proceeds from sales of short-term investments

 

 

16,566

 

 

 

12,684

 

Payments for purchases of short-term investments

 

 

(2,750

)

 

 

(23

)

Net cash provided by investing activities

 

 

589

 

 

 

2,131

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Cash dividends paid

 

 

(15,404

)

 

 

(27,525

)

Proceeds from sales of treasury stock

 

 

28,454

 

 

 

12,726

 

Payments for repurchases of common stock

 

 

 

 

 

(13,346

)

Borrowings on revolving lines of credit and short-term borrowings

 

 

74,400

 

 

 

788,306

 

Payments on revolving lines of credit and short-term borrowings

 

 

(74,400

)

 

 

(807,869

)

Payments of long-term debt and finance lease obligations

 

 

(100,835

)

 

 

(754

)

Net cash (used in) financing activities

 

 

(87,785

)

 

 

(48,462

)

Effect of exchange rate changes on cash and cash equivalents

 

 

2,524

 

 

 

(2,072

)

Net change in cash and cash equivalents

 

 

134,325

 

 

 

3,776

 

Cash and cash equivalents, including restricted cash, at beginning of year

 

 

153,270

 

 

 

99,073

 

Cash and cash equivalents, including restricted cash, at end of period

 

$

287,595

 

 

$

102,849

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

4


 

 

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

 

 

 

Number of shares

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive (loss) earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

stock

 

 

Treasury

stock

 

 

Treasury

stock held for

deferred

compensation

 

 

Common

stock

 

 

Additional

paid-in

capital

 

 

Foreign

currency

translation

adjustments

 

 

Unrealized

derivative

gains

(losses)

 

 

Minimum

retirement

benefit

liability

adjustments

 

 

Total

accumulated

other

comprehensive

(loss) earnings

 

 

Deferred

compensation

 

 

Retained

earnings

 

 

Treasury

stock at

cost

 

 

Treasury

stock held for

deferred

compensation

 

 

Total

stockholders'

equity

 

Balances as of January 1, 2020

 

 

72,960

 

 

 

(10,814

)

 

 

(215

)

 

$

106

 

 

$

216,158

 

 

$

(43,467

)

 

$

(4,575

)

 

$

(45,506

)

 

$

(93,548

)

 

$

9,911

 

 

$

2,268,483

 

 

$

(592,596

)

 

$

(9,911

)

 

$

1,798,603

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

91,318

 

 

 

 

 

 

 

 

 

91,318

 

Other comprehensive earnings (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,575

)

 

 

37,246

 

 

 

1,501

 

 

 

26,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,172

 

Cash dividends paid ($0.2800 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,461

)

 

 

 

 

 

 

 

 

(17,461

)

Purchases of treasury stock

 

 

 

 

 

(124

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,346

)

 

 

 

 

 

(13,346

)

Sales of treasury stock

 

 

 

 

 

137

 

 

 

 

 

 

 

 

 

(577

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,744

 

 

 

 

 

 

5,167

 

Common shares issued from treasury stock for benefit plans

 

 

 

 

 

124

 

 

 

 

 

 

 

 

 

9,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,328

 

 

 

 

 

 

14,748

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,493

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,493

 

Purchases/transfers of stock by/to deferred compensation plan

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81

 

 

 

 

 

 

 

 

 

(81

)

 

 

 

Distribution of stock from deferred compensation plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(29

)

 

 

 

 

 

 

 

 

29

 

 

 

 

Balances as of March 31, 2020

 

 

72,960

 

 

 

(10,677

)

 

 

(216

)

 

$

106

 

 

$

227,494

 

 

$

(56,042

)

 

$

32,671

 

 

$

(44,005

)

 

$

(67,376

)

 

$

9,963

 

 

$

2,342,340

 

 

$

(594,870

)

 

$

(9,963

)

 

$

1,907,694

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of January 1, 2021

 

 

72,960

 

 

 

(9,992

)

 

 

(201

)

 

$

106

 

 

$

244,394

 

 

$

(19,452

)

 

$

(31,495

)

 

$

(29,369

)

 

$

(80,316

)

 

$

9,485

 

 

$

2,464,373

 

 

$

(565,095

)

 

$

(9,485

)

 

$

2,063,462

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

68,313

 

 

 

 

 

 

 

 

 

68,313

 

Other comprehensive earnings (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,673

)

 

 

(10,248

)

 

 

796

 

 

 

(23,125

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,125

)

Cash dividends paid ($0.1625 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,302

)

 

 

 

 

 

 

 

 

(10,302

)

Sales of treasury stock

 

 

 

 

 

410

 

 

 

 

 

 

 

 

 

101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,983

 

 

 

 

 

 

17,084

 

Common shares issued from treasury stock for benefit plans

 

 

 

 

 

128

 

 

 

 

 

 

 

 

 

9,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,358

 

 

 

 

 

 

14,900

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,969

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,969

 

Purchases/transfers of stock by/to deferred compensation plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41

 

 

 

 

 

 

 

 

 

(41

)

 

 

 

Distribution of stock from deferred compensation plan

 

 

 

 

 

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(423

)

 

 

 

 

 

 

 

 

423

 

 

 

 

Balances as of March 31, 2021

 

 

72,960

 

 

 

(9,454

)

 

 

(192

)

 

$

106

 

 

$

257,006

 

 

$

(33,125

)

 

$

(41,743

)

 

$

(28,573

)

 

$

(103,441

)

 

$

9,103

 

 

$

2,522,384

 

 

$

(542,754

)

 

$

(9,103

)

 

$

2,133,301

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

5


 

 

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

 

 

 

Number of shares

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive (loss) earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

stock

 

 

Treasury

stock

 

 

Treasury

stock held for

deferred

compensation

 

 

Common

stock

 

 

Additional

paid-in

capital

 

 

Foreign

currency

translation

adjustments

 

 

Unrealized

derivative

gains

(losses)

 

 

Minimum

retirement

benefit

liability

adjustments

 

 

Total

accumulated

other

comprehensive

(loss) earnings

 

 

Deferred

compensation

 

 

Retained

earnings

 

 

Treasury

stock at

cost

 

 

Treasury

stock held for

deferred

compensation

 

 

Total stockholders'

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of September 30, 2019

 

 

72,960

 

 

 

(11,040

)

 

 

(211

)

 

$

106

 

 

$

207,120

 

 

$

(53,235

)

 

$

(4,955

)

 

$

(45,116

)

 

$

(103,306

)

 

$

9,382

 

 

$

2,224,919

 

 

$

(602,098

)

 

$

(9,382

)

 

$

1,726,741

 

Cumulative effect from adoption of ASC 842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

255

 

 

 

 

 

 

 

 

 

255

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

144,691

 

 

 

 

 

 

 

 

 

144,691

 

Other comprehensive earnings (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,807

)

 

 

37,626

 

 

 

1,111

 

 

 

35,930

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,930

 

Cash dividends paid ($0.4425 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(27,525

)

 

 

 

 

 

 

 

 

(27,525

)

Purchases of treasury stock

 

 

 

 

 

(124

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,346

)

 

 

 

 

 

(13,346

)

Sales of treasury stock

 

 

 

 

 

363

 

 

 

 

 

 

 

 

 

(2,521

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,246

 

 

 

 

 

 

12,725

 

Common shares issued from treasury stock for benefit plans

 

 

 

 

 

124

 

 

 

 

 

 

 

 

 

9,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,328

 

 

 

 

 

 

14,748

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,475

 

Purchases and transfers of stock by/to deferred compensation plan

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

624

 

 

 

 

 

 

 

 

 

(624

)

 

 

 

Distribution of stock from deferred compensation plan

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43

)

 

 

 

 

 

 

 

 

43

 

 

 

 

Balances as of March 31, 2020

 

 

72,960

 

 

 

(10,677

)

 

 

(216

)

 

$

106

 

 

$

227,494

 

 

$

(56,042

)

 

$

32,671

 

 

$

(44,005

)

 

$

(67,376

)

 

$

9,963

 

 

$

2,342,340

 

 

$

(594,870

)

 

$

(9,963

)

 

$

1,907,694

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of September 30, 2020

 

 

72,960

 

 

 

(10,277

)

 

 

(199

)

 

$

106

 

 

$

231,936

 

 

$

(40,691

)

 

$

(20,457

)

 

$

(28,646

)

 

$

(89,794

)

 

$

9,222

 

 

$

2,427,905

 

 

$

(577,476

)

 

$

(9,222

)

 

$

1,992,677

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

109,883

 

 

 

 

 

 

 

 

 

109,883

 

Other comprehensive earnings (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,566

 

 

 

(21,286

)

 

 

73

 

 

 

(13,647

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,647

)

Cash dividends paid ($0.2438 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,404

)

 

 

 

 

 

 

 

 

(15,404

)

Sales of treasury stock

 

 

 

 

 

695

 

 

 

 

 

 

 

 

 

(910

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29,364

 

 

 

 

 

 

28,454

 

Common shares issued from treasury stock for benefit plans

 

 

 

 

 

128

 

 

 

 

 

 

 

 

 

9,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,358

 

 

 

 

 

 

14,900

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,438

 

Purchases and transfers of stock by/to deferred compensation plan

 

 

 

 

 

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

317

 

 

 

 

 

 

 

 

 

(317

)

 

 

 

Distribution of stock from deferred compensation plan

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(436

)

 

 

 

 

 

 

 

 

436

 

 

 

 

Balances as of March 31, 2021

 

 

72,960

 

 

 

(9,454

)

 

 

(192

)

 

$

106

 

 

$

257,006

 

 

$

(33,125

)

 

$

(41,743

)

 

$

(28,573

)

 

$

(103,441

)

 

$

9,103

 

 

$

2,522,384

 

 

$

(542,754

)

 

$

(9,103

)

 

$

2,133,301

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

 

6


 

 

WOODWARD, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 1.  Basis of presentation

The Condensed Consolidated Financial Statements of Woodward, Inc. (“Woodward” or the “Company”) as of March 31, 2021 and for the three and six-months ended March 31, 2021 and 2020, 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 March 31, 2021, 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 six-months ended March 31, 2021 and 2020 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.

COVID-19 Pandemic

When combined with the various measures enacted by governments and private organizations to contain COVID-19 or slow its spread, the pandemic has adversely impacted global activity and contributed to significant declines and volatility in financial markets; and the Company has likewise been significantly impacted by the global COVID-19 pandemic. The COVID-19 pandemic could continue to have a material adverse impact on economic and market conditions and presents uncertainty and risk with respect to the Company and its performance and financial results, including estimates and assumptions used by management for the reported amount of assets and liabilities.

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 March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.”  The purpose of ASU 2020-04 is to provide optional guidance for a limited time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting.  In response to concerns about structural risks of interbank offered rates, and, in particular, the risk of cessation of the London Interbank Offered Rate (LIBOR), reference rate reform refers to a global initiative to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation.  

7


 

ASU 2020-04 is effective for all entities reporting as of March 12, 2020 through December 31, 2022.  An entity may elect to apply the amendments in ASU 2020-04 for contract modifications by topic or industry subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued.  Once elected for a topic or an industry subtopic, the amendments in ASU 2020-04 must be applied prospectively for all eligible contract modifications for that topic or industry subtopic.  Woodward is currently assessing the accounting and financial impact of reference rate reform, particularly the impact it may have on its hedging relationships, and will consider applying the optional guidance of ASU 2020-04 accordingly.  

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.”  ASU 2019-12 amends ASC 740 to simplify the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in the accounting standard under the FASB’s simplification initiative.  ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020 (fiscal year 2022 for Woodward).  Upon adoption, the amendments in ASU 2019-12 should be applied on a retrospective, modified retrospective, or prospective basis to all periods presented (as applicable), and early adoption is permitted.  Woodward elected to early adopt the new guidance effective January 1, 2021, which did not have a material effect on the Condensed Consolidated Financial Statements.  

Note 3.  Revenue

The amount of revenue recognized as point in time or over time follows:

 

 

 

Three-Months Ended March 31, 2021

 

 

Three-Months Ended March 31, 2020

 

 

 

Aerospace

 

 

Industrial

 

 

Consolidated

 

 

Aerospace

 

 

Industrial

 

 

Consolidated

 

Point in time

 

$

114,563

 

 

$

131,242

 

 

$

245,805

 

 

$

178,325

 

 

$

157,052

 

 

$

335,377

 

Over time

 

 

250,143

 

 

 

85,373

 

 

 

335,516

 

 

 

295,911

 

 

 

88,932

 

 

 

384,843

 

Total net sales

 

$

364,706

 

 

$

216,615

 

 

$

581,321

 

 

$

474,236

 

 

$

245,984

 

 

$

720,220

 

 

 

 

 

Six-Months Ended March 31, 2021

 

 

Six-Months Ended March 31, 2020

 

 

 

Aerospace

 

 

Industrial

 

 

Consolidated

 

 

Aerospace

 

 

Industrial

 

 

Consolidated

 

Point in time

 

$

221,530

 

 

$

285,437

 

 

$

506,967

 

 

$

365,840

 

 

$

324,994

 

 

$

690,834

 

Over time

 

 

464,843

 

 

 

147,130

 

 

 

611,973

 

 

 

582,321

 

 

 

167,420

 

 

 

749,741

 

Total net sales

 

$

686,373

 

 

$

432,567

 

 

$

1,118,940

 

 

$

948,161

 

 

$

492,414

 

 

$

1,440,575

 

 

Accounts Receivable

Accounts receivable consisted of the following:

 

 

 

March 31, 2021

 

 

September 30, 2020

 

Billed receivables

 

 

 

 

 

 

 

 

Trade accounts receivable

 

$

304,682

 

 

$

307,914

 

Other (Chinese financial institutions)

 

 

73,298

 

 

 

56,640

 

Total billed receivables

 

 

377,980

 

 

 

364,554

 

Current unbilled receivables (contract assets)

 

 

217,606

 

 

 

181,792

 

Total accounts receivable

 

 

595,586

 

 

 

546,346

 

Less: Allowance for uncollectible amounts

 

 

(7,522

)

 

 

(8,359

)

Total accounts receivable, net

 

$

588,064

 

 

$

537,987

 

 

As of March 31, 2021, “Other assets” on the Condensed Consolidated Balance Sheets includes $12,925 of unbilled receivables not expected to be invoiced and collected within a period of twelve months, compared to $16,751 as of September 30, 2020.  Unbilled receivables not expected to be invoiced and collected within a period of twelve months are primarily attributable to customer delays for deliveries on firm orders in the Aerospace segment due to the impacts of the COVID-19 pandemic.

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 in accordance with FASB ASC Topic 326, “Financial Instruments – Credit Losses”.  Expected losses are estimated by reviewing specific customer accounts, taking into consideration aging, credit risk of the customers, and historical payment history, as well as current and forecasted economic conditions, and other relevant factors.

8


 

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

 

 

Six-Months Ended

 

 

 

March 31, 2021

 

 

March 31, 2021

 

Balance, beginning

 

$

7,499

 

 

$

8,359

 

Additions charged to costs and expenses, or sales allowance

 

 

1,040

 

 

 

1,128

 

Deductions

 

 

(837

)

 

 

(2,008

)

Other (deductions) additions1

 

 

(180

)

 

 

43

 

Balance, ending

 

$

7,522

 

 

$

7,522

 

 

 

(1)

Includes effects of foreign exchange rate changes during the period.

Contract liabilities  

Contract liabilities consisted of the following:  

 

 

March 31, 2021

 

 

September 30, 2020

 

 

 

Current

 

 

Noncurrent

 

 

Current

 

 

Noncurrent

 

Deferred revenue from material rights from GE joint venture formation

 

$

4,419

 

 

$

236,610

 

 

$

4,066

 

 

$

234,240

 

Deferred revenue from advanced invoicing and/or prepayments from customers

 

 

3,922

 

 

 

716

 

 

 

3,239

 

 

 

85

 

Liability related to customer supplied inventory

 

 

15,790

 

 

 

 

 

 

14,955

 

 

 

 

Deferred revenue from material rights related to engineering and development funding

 

 

4,629

 

 

 

139,480

 

 

 

2,360

 

 

 

132,317

 

Net contract liabilities

 

$

28,760

 

 

$

376,806

 

 

$

24,620

 

 

$

366,642

 

 

Woodward recognized revenue of $7,146 in the three-months and $13,674 in the six-months ended March 31, 2021 from contract liabilities balances recorded as of October 1, 2020, compared to $15,962 in the three-months and $19,932 in the six-months ended March 31, 2020 from contract liabilities balances recorded as of October 1, 2019.

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 March 31, 2021 was $1,395,436, compared to $1,454,406 as of September 30, 2020, the majority of which relate to Woodward’s Aerospace segment in both periods.  Woodward expects to recognize almost all of these remaining performance obligations within two years after March 31, 2021.  

Remaining performance obligations related to material rights that have not yet been recognized in revenue as of March 31, 2021 was $469,143, compared to $465,668 as of September 30, 2020, of which $7,348 is expected to be recognized in the remainder of fiscal year 2021, $11,027 is expected to be recognized in fiscal year 2022, and the 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.

9


 

Revenue by primary market for the Aerospace reportable segment was as follows:

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Commercial OEM

 

$

101,907

 

 

$

144,610

 

 

$

177,988

 

 

$

303,276

 

Commercial aftermarket

 

 

77,579

 

 

 

134,042

 

 

 

143,094

 

 

 

259,970

 

Defense OEM

 

 

135,630

 

 

 

139,901

 

 

 

266,893

 

 

 

280,827

 

Defense aftermarket

 

 

49,590

 

 

 

55,683

 

 

 

98,398

 

 

 

104,088

 

Total Aerospace segment net sales

 

$

364,706

 

 

$

474,236

 

 

$

686,373

 

 

$

948,161

 

 

Revenue by primary market for the Industrial reportable segment was as follows:

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Reciprocating engines

 

$

163,034

 

 

$

163,555

 

 

$

327,956

 

 

$

338,208

 

Industrial turbines

 

 

53,581

 

 

 

59,678

 

 

 

104,611

 

 

 

111,177

 

Renewables1

 

 

 

 

 

22,751

 

 

 

 

 

 

43,029

 

Total Industrial segment net sales

 

$

216,615

 

 

$

245,984

 

 

$

432,567

 

 

$

492,414

 

 

 

(1)

Sales in the renewables market were discontinued as of May 1, 2020 following the closing of the divestiture of the renewable power systems business and other related businesses (as described more fully in Note 10, Sale of businesses, and defined therein as the “disposal group”).

The customers who each account for approximately 10% or more of net sales of each of Woodward’s reportable segments for the three and six-months ended March 31, 2021 are as follows:

 

 

 

Customer

Aerospace

 

The Boeing Company, General Electric Company, Raytheon Technologies

Industrial

 

Rolls-Royce PLC, Weichai Westport, General Electric Company

 

Note 4.  Earnings per share

Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Diluted earnings per share reflects the weighted-average number of shares outstanding after consideration of the dilutive effect of stock options and restricted stock.

The following is a reconciliation of net earnings to basic earnings per share and diluted earnings per share:

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

68,313

 

 

$

91,318

 

 

$

109,883

 

 

$

144,691

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic shares outstanding

 

 

63,278

 

 

 

62,266

 

 

 

63,043

 

 

 

62,128

 

Dilutive effect of stock options and restricted stock

 

 

2,376

 

 

 

2,298

 

 

 

2,231

 

 

 

2,494

 

Diluted shares outstanding

 

 

65,654

 

 

 

64,564

 

 

 

65,274

 

 

 

64,622

 

Income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.08

 

 

$

1.47

 

 

$

1.74

 

 

$

2.33

 

Diluted earnings per share

 

$

1.04

 

 

$

1.41

 

 

$

1.68

 

 

$

2.24

 

10


 

 

 

The following stock option grants were outstanding but were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive.

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Options

 

 

41

 

 

 

686

 

 

 

602

 

 

 

686

 

Weighted-average option price

 

$

117.39

 

 

$

104.51

 

 

$

104.85

 

 

$

104.47

 

 

The weighted-average shares of common stock outstanding for basic and diluted earnings per share included the weighted-average treasury stock shares held for deferred compensation obligations of the following:

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Weighted-average treasury stock shares held for deferred compensation obligations

 

 

196

 

 

 

216

 

 

 

197

 

 

 

214

 

 

Note 5.  Leases

Lessee arrangements

Woodward has entered into operating leases for certain facilities and equipment with terms in excess of one year under agreements that expire at various dates.  Some leases require the payment of property taxes, insurance, maintenance costs, or other similar costs in addition to rental payments.  Woodward has also entered into finance leases for equipment with terms in excess of one year under agreements that expire at various dates.  

Lease-related assets and liabilities follows:

 

 

 

Classification on the Condensed Consolidated Balance Sheets

 

March 31,

2021

 

 

September 30, 2020

 

Assets:

 

 

 

 

 

 

 

 

 

 

Operating lease assets

 

Other assets

 

$

21,935

 

 

$

18,918

 

Finance lease assets

 

Property, plant and equipment, net

 

 

970

 

 

 

1,201

 

Total lease assets

 

 

 

 

22,905

 

 

 

20,119

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities

 

Accrued liabilities

 

 

5,280

 

 

 

4,925

 

Finance lease liabilities

 

Current portion of long-term debt

 

 

1,398

 

 

 

1,634

 

Noncurrent liabilities:

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities

 

Other liabilities

 

 

17,178

 

 

 

14,569

 

Finance lease liabilities

 

Long-term debt, less current portion

 

 

620

 

 

 

1,173

 

Total lease liabilities

 

 

 

$

24,476

 

 

$

22,301

 

 

During the first quarter of fiscal year 2020, Woodward determined that the approved plan to divest of the renewable power systems business and other related businesses (as described more fully in Note 10, Sale of businesses, and defined therein as the “disposal group”) represented a triggering event requiring that the long-lived assets attributable to the disposal group be assessed for impairment.  Given the facts and circumstances at that time, Woodward determined that the remaining value of the right-of-use (“ROU”) assets of the disposal group were not recoverable and a $639 non-cash impairment charge was recorded during fiscal year 2020.  

11


 

 

Lease-related expenses were as follows:

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating lease expense

 

$

1,615

 

 

$

1,532

 

 

$

3,168

 

 

$

3,051

 

Amortization of finance lease assets

 

 

94

 

 

 

101

 

 

 

220

 

 

 

248

 

Interest on finance lease liabilities

 

 

17

 

 

 

20

 

 

 

35

 

 

 

40

 

Variable lease expense

 

 

496

 

 

 

288

 

 

 

818

 

 

 

595

 

Short-term lease expense

 

 

76

 

 

 

162

 

 

 

158

 

 

 

337

 

Sublease income1

 

 

(214

)

 

 

(200

)

 

 

(382

)

 

 

(325

)

Total lease expense

 

$

2,084

 

 

$

1,903

 

 

$

4,017

 

 

$

3,946

 

 

 

(1)

Relates to two separate subleases Woodward has entered into for a leased manufacturing building in Niles, Illinois.

Lease-related supplemental cash flow information was as follows:

 

 

 

Six-Months Ended

March 31, 2021

 

 

Six-Months Ended

March 31, 2020

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

2,671

 

 

$

2,701

 

Operating cash flows for finance leases

 

 

35

 

 

 

40

 

Financing cash flows for finance leases

 

 

835

 

 

 

787

 

Right-of-use assets obtained in exchange for recorded lease obligations:

 

 

 

 

 

 

 

 

Operating leases

 

 

5,070

 

 

 

5,345

 

Finance leases

 

 

12

 

 

 

1,244

 

 

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 is substantially (more than 90%) dedicated to the manufacturing of the product(s) for a single customer.  Woodward has dedicated manufacturing lines with three 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 March 31, 2021.  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 $1,511 for the three-months and $3,309 for the six-months ended March 31, 2021, compared to $1,561 for the three-months and $3,125 for the six-months ended March 31, 2020.

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:

 

 

 

March 31, 2021

 

 

September 30, 2020

 

Property, plant and equipment leased to others through embedded leasing arrangements

 

$

76,995

 

 

$

76,655

 

Less accumulated depreciation

 

 

(32,716

)

 

 

(29,819

)

Property, plant and equipment leased to others through embedded leasing arrangements, net

 

$

44,279

 

 

$

46,836

 

 

12


 

 

Note 6.  Joint venture

In fiscal year 2016, Woodward and General Electric Company (“GE”), acting through its GE Aviation business unit, consummated the formation of a strategic joint venture between Woodward and GE (the “JV”) to develop, manufacture and support fuel systems for specified existing and all future GE commercial aircraft engines that produce thrust in excess of fifty thousand pounds.

Unamortized deferred revenue from material rights in connection with the JV formation included:

 

 

 

March 31, 2021

 

 

September 30, 2020

 

Accrued liabilities

 

$

4,419

 

 

$

4,066

 

Other liabilities

 

 

236,610

 

 

 

234,240

 

 

Amortization of the deferred revenue (material right) recognized as an increase to sales was $989 for the three-months and $2,171 for the six-months ended March 31, 2021, and $1,821 for the three-months and $3,529 for the six-months ended March 31, 2020.  

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, 2021 and 2020, which were recorded as deferred income and included in “Net cash provided by operating activities” on the Condensed Consolidated Statements of Cash Flows.

Other income related to Woodward’s equity interest in the earnings of the JV was as follows:

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Other income

 

$

3,779

 

 

$

4,681

 

 

$

6,165

 

 

$

7,893

 

 

Cash distributions to Woodward from the JV, recognized in “Net cash provided by operating activities” on the Condensed Consolidated Statements of Cash Flows, were as follows:

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Cash distributions

 

$

3,500

 

 

$

-

 

 

$

7,000

 

 

$

3,000

 

 

Net sales to the JV were as follows:  

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net sales1

 

$

8,325

 

 

$

16,606

 

 

$

18,384

 

 

$

31,484

 

 

 

(1)

Net sales included a reduction of $6,635 for the three-months and $11,055 for the six-months ended March 31, 2021 related to royalties owed to the JV by Woodward on sales by Woodward directly to third party aftermarket customers, compared to a reduction to sales of $9,779 for the three-months and $17,013 for the six-months ended March 31, 2020.

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:

 

 

 

March 31, 2021

 

 

September 30, 2020

 

Accounts receivable

 

$

3,526

 

 

$

3,062

 

Accounts payable

 

 

4,534

 

 

 

1,502

 

Other assets

 

 

8,288

 

 

 

9,123

 

 

 

13


 

 

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 as defined by the U.S. GAAP fair value hierarchy.  

 

 

 

At March 31, 2021

 

 

At September 30, 2020

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in term deposits

with foreign banks

 

$

3,051

 

 

$

 

 

$

 

 

$

3,051

 

 

$

40,453

 

 

$

 

 

$

 

 

$

40,453

 

Equity securities

 

 

28,836

 

 

 

 

 

 

 

 

 

28,836

 

 

 

25,381

 

 

 

 

 

 

 

 

 

25,381

 

Total financial assets

 

$

31,887

 

 

$

 

 

$

 

 

$

31,887

 

 

$

65,834

 

 

$

 

 

$

 

 

$

65,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cross-currency interest rate swaps

 

$

 

 

$

71,421

 

 

$

 

 

$

71,421

 

 

$

 

 

$

51,387

 

 

$

 

 

$

51,387

 

Total financial liabilities

 

$

 

 

$

71,421

 

 

$

 

 

$

71,421

 

 

$

 

 

$

51,387

 

 

$

 

 

$

51,387

 

 

Investments in term deposits with foreign banks: Woodward’s foreign subsidiaries sometimes invest excess cash in various highly liquid financial instruments that Woodward believes are with creditworthy financial institutions.  Such investments are reported in “Cash and cash equivalents” at fair value, with realized gains from interest income recognized in earnings.  The carrying value of Woodward’s investments in term deposits with foreign banks are considered equal to the fair value given the highly liquid nature of the investments.  

Equity securities: Woodward holds marketable equity securities, through investments in various mutual funds, related to its deferred compensation program.  Based on Woodward’s intentions regarding these instruments, marketable equity securities are classified as trading securities.  The trading securities are reported at fair value, with realized gains and losses recognized in “Other (income) expense, net” on the Condensed Consolidated Statements of Earnings.  The trading securities are included in “Other assets” in the Condensed Consolidated Balance Sheets.  The fair values of Woodward’s trading securities are based on the quoted market prices for the net asset value of the various mutual funds.

Cross-currency interest rate swaps:  Woodward holds cross-currency interest rate swaps, which are accounted for at fair value.  In the Condensed Consolidated Balance Sheets, the swaps in an asset position are included in “Other assets,” and swaps in a liability position are included in “Other liabilities”.  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.  The estimated fair values and carrying costs of other financial instruments that are not required to be remeasured at fair value in the Condensed Consolidated Balance Sheets were as follows:

 

 

 

 

 

At March 31, 2021

 

 

At September 30, 2020

 

 

 

Fair Value

Hierarchy

Level

 

Estimated

Fair Value

 

 

Carrying

Cost

 

 

Estimated

Fair Value

 

 

Carrying

Cost

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes receivable from municipalities

 

2

 

$

13,323

 

 

$

11,039

 

 

$

13,413

 

 

$

11,846

 

Note receivable from sale of disposal group

 

2

 

 

6,172

 

 

 

6,150

 

 

 

6,341

 

 

 

6,061

 

Investments in short-term time deposits

 

2

 

 

70

 

 

 

69

 

 

 

13,678

 

 

 

13,671

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

2

 

$

801,655

 

 

$

739,489

 

 

$

935,610

 

 

$

840,654

 

 

In connection with certain economic incentives related to Woodward’s development of a second campus in the greater-Rockford, Illinois area for its Aerospace segment and Woodward’s development of a new campus at its corporate headquarters in Fort Collins, Colorado, Woodward received long-term notes from municipalities within the states of Illinois and Colorado.  The fair value of the long-term notes was estimated based on a model that discounted future principal and interest payments received at an interest rate available to Woodward at the end of the period for similarly rated municipal notes of similar maturity, which is a level 2 input as defined by the U.S. GAAP fair value hierarchy.  The interest rates used to estimate the fair value of the long-term notes were 1.3% at March 31, 2021 and 1.2% at September 30, 2020.

14


 

In connection with the sale of the renewable power systems business and other related businesses (as described more fully in Note 10, Sale of businesses, and defined therein as the “disposal group”), Woodward received a long-term promissory note from the buyer for deferral of a portion of the purchase price.  The fair value of the long-term note 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 promissory notes of similar maturity, which is a level 2 input as defined by the U.S. GAAP fair value hierarchy.  The interest rate used to estimate the fair value of the long-term note was 2.0% at March 31, 2021 and 2.3% at September 30, 2020.

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 was 4.4% at both March 31, 2021 and September 30, 2020.  

The fair value of long-term debt was estimated based on a model that discounted future principal and interest payments at interest rates available to the Woodward at the end of the period for similar debt of the same maturity, which is a level 2 input as defined by the U.S. GAAP fair value hierarchy.  The weighted-average interest rate used to estimate the fair value of long-term debt was 1.7% at March 31, 2021 and 1.5% at September 30, 2020.

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 2018, Woodward entered into cross-currency interest rate swap agreements that synthetically converted $167,420 of floating-rate debt under Woodward’s then existing revolving credit agreement to Euro denominated floating-rate debt in conjunction with the L’Orange acquisition (the “Floating-Rate Cross-Currency Swap”). Also in May 2018, Woodward entered into cross-currency interest rate swap agreements that synthetically converted an aggregate principal amount of $400,000 of fixed-rate debt associated with the 2018 Note Purchase Agreement (as defined in Note 15, Credit Facilities, short-term borrowings and long-term debt, in Woodward’s most recently filed Form 10-K) to Euro denominated fixed-rate debt (the “Fixed-Rate Cross-Currency Swaps”).

The cross-currency interest rate swaps, which effectively reduce the interest rate on the underlying fixed and floating-rate debt under the 2018 Notes (as defined in Note 15, Credit Facilities, short-term borrowings and long-term debt, in Woodward’s most recently filed Form 10-K) and Woodward’s then existing revolving credit agreement, respectively, is recorded as a reduction to “Interest expense” in Woodward’s Condensed Consolidated Statements of Earnings.

In May 2020, Woodward terminated and settled its Floating-Rate Cross-Currency Swap and Fixed-Rate Cross-Currency Swaps and entered into a new floating-rate cross-currency interest rate swap (the “2020 Floating-Rate Cross-Currency Swap”), with a notional value of $45,000, and 5 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 and Woodward’s existing revolving credit agreement, respectively.  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.  As of March 31, 2021, the total notional value of the 2020 Floating-Rate Cross-Currency Swap and the 2020 Fixed-Rate Cross-Currency Swaps was $33,750 and $400,000, respectively.  See Note 7, Financial Instruments and fair value measurements, for the related fair value of the derivative instruments as of March 31, 2021.

Derivatives instruments in fair value hedging relationships

Concurrent with the entry into the Floating-Rate Cross-Currency Swap, a corresponding Euro denominated intercompany loan receivable with identical terms and notional amount as the underlying Euro denominated floating-rate debt, with a reciprocal cross-currency interest rate swap, was entered into by Woodward Barbados Financing SRL (“Barbados”), a wholly owned subsidiary of Woodward, and is designated as a fair value hedge under the criteria prescribed in ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).  The objective of the derivative instrument is to hedge against the foreign currency exchange risk attributable to the spot remeasurement of the Euro denominated intercompany loan.  

15


 

In May 2020, Woodward settled the Euro denominated intercompany loan receivable with identical terms and notional value to the Floating-Rate Cross-Currency Swap and settled its reciprocal intercompany cross-currency interest rate swap.  The fair value hedge designated on these instruments was discontinued at the date of settlement.  Concurrently with settlement of the Floating-Rate Cross-Currency Swap and discontinuation of the previous fair value hedging relationship, 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, was 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 is 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 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 conjunction with the entry into the Fixed-Rate Cross-Currency Swaps, 5 corresponding intercompany loans receivable, with identical terms and amounts of each tranche of the underlying aggregate principal amount of $400,000 of fixed-rate debt, and reciprocal cross-currency interest rate swaps were entered into by Barbados, which 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 Euro denominated intercompany loans over a fifteen-year period.  

In May 2020, Woodward settled the Euro denominated intercompany loans receivable with identical terms and notional value to the Fixed-Rate Cross-Currency Swaps and reciprocal cross-currency interest rate swaps.  The cash flow hedges designated on these instruments were discontinued at the date of settlement.  Concurrently with settlement of the Fixed-Rate Cross-Currency Swaps and the discontinuation of the previous cash flow hedging relationships, 5 corresponding 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, were entered into by Euro Barbados, which 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.

16


 

Derivatives instruments in net investment hedging relationships

On September 23, 2016, Woodward and Woodward International Holding B.V., a wholly owned subsidiary of Woodward organized under the laws of The Netherlands (the “BV Subsidiary”), each entered into a note purchase agreement (the “2016 Note Purchase Agreement”) relating to the sale by Woodward and the BV Subsidiary of an aggregate principal amount of €160,000 of senior unsecured notes in a series of private placement transactions.  Woodward issued €40,000 aggregate principal amount of Woodward’s Series M Senior Notes due September 23, 2026 (the “Series M Notes”).  Woodward designated the Series M Notes as a hedge of a foreign currency exposure of Woodward’s net investment in its Euro denominated functional currency subsidiaries.  Related to the Series M Notes, included in foreign currency translation adjustments within total comprehensive (losses) earnings are net foreign exchange gains of $2,329 for the three-months and $102 for the six-months ended March 31, 2021, compared to net foreign exchange gains of $650 for the three-months and net foreign exchange losses of $395 for the six-months ended March 31, 2020.  

Impact of derivative instruments designated as qualifying hedging instruments

The following table discloses the impact of derivative instruments designated as qualifying hedging instruments on Woodward’s Condensed Consolidated Statements of Earnings:

 

 

 

 

Three-Months Ended

 

 

 

 

 

March 31, 2021

 

Derivatives in:

 

Location

 

Amount of

(Income)

Expense

Recognized in

Earnings on

Derivative

 

 

Amount of

(Gain) Loss

Recognized

in Accumulated

OCI on

Derivative

 

 

Amount of

(Gain) Loss

Reclassified

from

Accumulated

OCI into

Earnings

 

Cross-currency interest rate swap agreement designated as fair value hedges

 

Selling, general and administrative expenses

 

$

(1,660

)

 

$

(1,401

)

 

$

(1,660

)

Cross-currency interest rate swap agreements designated as cash flow hedges

 

Selling, general and administrative expenses

 

 

(19,023

)

 

 

(7,491

)

 

 

(19,023

)

 

 

 

 

$

(20,683

)

 

$

(8,892

)

 

$

(20,683

)

 

 

 

 

 

Three-Months Ended

 

 

 

 

 

March 31, 2020

 

Derivatives in:

 

Location

 

Amount of

(Income)

Expense

Recognized

in Earnings

on Derivative

 

 

Amount of

(Gain) Loss

Recognized

in Accumulated

OCI on

Derivative

 

 

Amount of

(Gain) Loss

Reclassified

from

Accumulated

OCI into

Earnings

 

Cross-currency interest rate swap agreement designated as fair value hedges

 

Selling, general and administrative expenses

 

$

(2,043

)

 

$

(1,523

)

 

$

(1,646

)

Cross-currency interest rate swap agreements designated as cash flow hedges

 

Selling, general and administrative expenses

 

 

(5,598

)

 

 

(43,775

)

 

 

(5,598

)

Treasury lock agreement designated as cash flow hedge

 

Interest expense

 

 

(18

)

 

 

 

 

 

(18

)

 

 

 

 

$

(7,659

)

 

$

(45,298

)

 

$

(7,262

)

 

17


 

 

 

 

 

 

Six-Months Ended

 

 

 

 

 

March 31, 2021

 

Derivatives in:

 

Location

 

Amount of

(Income)

Expense

Recognized

in Earnings

on Derivative

 

 

Amount of

(Gain) Loss

Recognized

in Accumulated

OCI on

Derivative

 

 

Amount of

(Gain) Loss

Reclassified

from

Accumulated

OCI into

Earnings

 

Cross-currency interest rate swap agreement designated as fair value hedges

 

Selling, general and administrative expenses

 

$

190

 

 

$

262

 

 

$

190

 

Cross-currency interest rate swap agreements designated as cash flow hedges

 

Selling, general and administrative expenses

 

 

87

 

 

 

21,504

 

 

 

87

 

 

 

 

 

$

277

 

 

$

21,766

 

 

$

277

 

 

 

 

 

 

Six-Months Ended

 

 

 

 

 

March 31, 2020

 

Derivatives in:

 

Location

 

Amount of

(Income)

Expense

Recognized

in Earnings

on Derivative

 

 

Amount of

(Gain) Loss

Recognized

in Accumulated

OCI on

Derivative

 

 

Amount of

(Gain) Loss

Reclassified

from

Accumulated

OCI into

Earnings

 

Cross-currency interest rate swap agreement designated as fair value hedges

 

Selling, general and administrative expenses

 

$

233

 

 

$

2,075

 

 

$

1,037

 

Cross-currency interest rate swap agreements designated as cash flow hedges

 

Selling, general and administrative expenses

 

 

3,393

 

 

 

(36,079

)

 

 

3,393

 

Treasury lock agreement designated as cash flow hedge

 

Interest expense

 

 

(36

)

 

 

 

 

 

(36

)

 

 

 

 

$

3,590

 

 

$

(34,004

)

 

$

4,394

 

 

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 $42,620 as of March 31, 2021 and $21,132 as of September 30, 2020.

Note 9.  Supplemental statement of cash flows information

 

 

 

Six-Months Ended March 31,

 

 

 

2021

 

 

2020

 

Interest paid, net of amounts capitalized

 

$

14,238

 

 

$

14,146

 

Income taxes paid

 

 

20,843

 

 

 

65,283

 

Income tax refunds received

 

 

12,143

 

 

 

11,012

 

Non-cash activities:

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment on account

 

 

2,040

 

 

 

2,325

 

Impact of the adoption of ASC 842

 

 

 

 

 

255

 

Common shares issued from treasury to settle benefit obligations

 

 

14,900

 

 

 

14,748

 

 

 

18


 

 

Note 10. Sale of businesses

In fiscal year 2020, Woodward’s board of directors (“the Board”) approved a plan to divest Woodward’s renewable power systems business, protective relays business, and other businesses within the Company’s Industrial segment (collectively, the “disposal group”).  

Woodward determined that the approved plan to divest the disposal group represented a triggering event requiring (i) the net assets of the disposal group to be classified as held for sale and (ii) the long-lived assets attributable to the disposal group be assessed for impairment.  Given the facts and circumstances at that time, Woodward determined that the value of the long-lived assets of the disposal group, including goodwill, intangible assets, ROU assets and property, plant, and equipment, were not recoverable and a $22,900 non-cash impairment charge was recorded during fiscal year 2020.  The non-cash impairment charge removed all the goodwill, intangible assets, ROU assets and property, plant, and equipment associated with the disposal group from the Condensed Consolidated Balance Sheets as of March 31, 2020.

Further, on the approval of the divestiture plan and subsequent marketing of the disposal group, Woodward determined that based on the current market conditions, the carrying value of the disposal group’s remaining held for sale net assets exceeded the fair value.  As a result, Woodward recorded a valuation allowance to reduce the carrying value of the net assets of the disposal group to their fair value. The non-cash impairment charge associated with the long-lived assets, and related valuation allowance for the other remaining net assets attributable to the disposal group, resulted in a total impairment charge of $37,902.  

Note 11.  Inventories

 

 

 

March 31,

 

 

September 30,

 

 

 

2021

 

 

2020

 

Raw materials

 

$

122,056

 

 

$

123,626

 

Work in progress

 

 

92,124

 

 

 

92,934

 

Component parts(1)

 

 

254,042

 

 

 

255,980

 

Finished goods

 

 

70,321

 

 

 

66,889

 

Customer supplied inventory

 

 

15,790

 

 

 

14,955

 

On-hand inventory for which control has transferred to the customer

 

 

(132,012

)

 

 

(116,441

)

 

 

$

422,321

 

 

$

437,943

 

 

 

(1)

Component parts include items that can be sold separately as finished goods or included in the manufacture of other products.

Note 12.  Property, plant, and equipment

 

 

 

March 31,

 

 

September 30,

 

 

 

2021

 

 

2020

 

Land and land improvements

 

$

86,131

 

 

$

83,095

 

Buildings and building improvements

 

 

551,726

 

 

 

551,540

 

Leasehold improvements

 

 

19,164

 

 

 

18,610

 

Machinery and production equipment

 

 

788,147

 

 

 

776,884

 

Computer equipment and software

 

 

123,001

 

 

 

123,903

 

Office furniture and equipment

 

 

41,249

 

 

 

41,177

 

Other

 

 

19,838

 

 

 

19,814

 

Construction in progress

 

 

27,772

 

 

 

36,367

 

 

 

 

1,657,028

 

 

 

1,651,390

 

Less accumulated depreciation

 

 

(691,823

)

 

 

(653,975

)

Property, plant, and equipment, net

 

$

965,205

 

 

$

997,415

 

 

During the three-months ended December 31, 2019, the Company closed on the sale of one of two parcels of real property at Woodward’s former Duarte operations and recorded a pre-tax gain on sale of assets of $13,522.

19


 

During the three-months ended December 31, 2019, Woodward determined that the approved plan to divest of the disposal group represented a triggering event requiring the long-lived assets attributable to the disposal group be assessed for impairment.  Given the facts and circumstances at that time, Woodward determined that the remaining value of the plant, property and equipment of the disposal group was not recoverable and a $13,421 non-cash impairment charge was recorded during fiscal year 2020.  

For the three and six-months ended March 31, 2021 and 2020, Woodward had depreciation expense as follows:

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Depreciation expense

 

$

21,919

 

 

$

23,177

 

 

$

44,527

 

 

$

45,723

 

 

Note 13.  Goodwill

 

 

 

September 30,

2020

 

 

Effects of Foreign

Currency

Translation

 

 

March 31,

2021

 

Aerospace

 

$

455,423

 

 

$

 

 

$

455,423

 

Industrial

 

 

352,829

 

 

 

(278

)

 

 

352,551

 

Consolidated

 

$

808,252

 

 

$

(278

)

 

$

807,974

 

 

Woodward tests goodwill for impairment during the fourth quarter of each fiscal year, and at any time there is an indication goodwill is more-likely-than-not impaired, commonly referred to as triggering events.  Woodward’s fourth quarter of fiscal year 2020 impairment test resulted in no impairment.  

During the three-months ended December 31, 2019, Woodward determined that the approved plan to divest of the disposal group represented a triggering event requiring the long-lived assets attributable to the disposal group be assessed for impairment.  Given the facts and circumstances at the time, Woodward determined that the remaining value of the goodwill of the disposal group was not recoverable, and an $8,640 non-cash impairment charge was recorded during fiscal year 2020.  

During the six-months ended March 31, 2021, Woodward determined the economic uncertainty and global disruption caused by the COVID-19 pandemic significantly impacted sales of all business units. Management concluded the overall economic disruption triggered by the COVID-19 pandemic generated a series of factors to consider relative to possible triggering events. However, management further concluded these factors do not individually or collectively represent triggering events that would indicate it was more likely than not that the fair value of a reporting unit is below its carrying amount as of March 31, 2021. Woodward will continue to monitor the impacts of the COVID-19 pandemic on earnings that may impact the carrying value of goodwill and long-lived assets in future periods.

20


 

Note 14.  Intangible assets, net

 

 

 

March 31, 2021

 

 

September 30, 2020

 

 

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

Intangible assets with finite lives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships and contracts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

281,683

 

 

$

(203,451

)

 

$

78,232

 

 

$

281,683

 

 

$

(196,520

)

 

$

85,163

 

Industrial

 

 

408,252

 

 

 

(46,887

)

 

 

361,365

 

 

 

429,249

 

 

 

(57,045

)

 

 

372,204

 

Total

 

$

689,935

 

 

$

(250,338

)

 

$

439,597

 

 

$

710,932

 

 

$

(253,565

)

 

$

457,367

 

Intellectual property:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Industrial

 

 

15,821

 

 

 

(15,775

)

 

 

46

 

 

 

15,778

 

 

 

(15,640

)

 

 

138

 

Total

 

$

15,821

 

 

$

(15,775

)

 

$

46

 

 

$

15,778

 

 

$

(15,640

)

 

$

138

 

Process technology:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

76,370

 

 

$

(65,565

)

 

$

10,805

 

 

$

76,371

 

 

$

(63,956

)

 

$

12,415

 

Industrial

 

 

90,796

 

 

 

(24,266

)

 

 

66,530

 

 

 

90,945

 

 

 

(22,300

)

 

 

68,645

 

Total

 

$

167,166

 

 

$

(89,831

)

 

$

77,335

 

 

$

167,316

 

 

$

(86,256

)

 

$

81,060

 

Other intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Industrial

 

 

233

 

 

 

(221

)

 

 

12

 

 

 

235

 

 

 

(183

)

 

 

52

 

Total

 

$

233

 

 

$

(221

)

 

$

12

 

 

$

235

 

 

$

(183

)

 

$

52

 

Intangible asset with indefinite life:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Industrial

 

 

67,958

 

 

 

 

 

 

67,958

 

 

 

68,094

 

 

 

 

 

 

68,094

 

Total

 

$

67,958

 

 

$

 

 

$

67,958

 

 

$

68,094

 

 

$

 

 

$

68,094

 

Total intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

358,053

 

 

$

(269,016

)

 

$

89,037

 

 

$

358,054

 

 

$

(260,476

)

 

$

97,578

 

Industrial

 

 

583,060

 

 

 

(87,149

)

 

 

495,911

 

 

 

647,738

 

 

 

(138,605

)

 

 

509,133

 

Consolidated Total

 

$

941,113

 

 

$

(356,165

)

 

$

584,948

 

 

$

1,005,792

 

 

$

(399,081

)

 

$

606,711

 

 

Woodward tests the indefinite lived tradename intangible asset for impairment during the fourth quarter of each fiscal year, or at any time there is an indication the indefinite lived tradename intangible asset is more-likely-than-not impaired commonly referred to as triggering events.  Woodward’s fourth quarter of fiscal year 2020 impairment test resulted in no impairment.  

During the three-months ended December 31, 2019, Woodward determined that the approved plan to divest of the disposal group represented a triggering event requiring the long-lived assets attributable to the disposal group be assessed for impairment.  Given the facts and circumstances at that time, Woodward determined that the remaining value of the intangible assets of the disposal group was not recoverable, and a $200 non-cash impairment charge was recorded during fiscal year 2020.

For the three and six-months ended March 31, 2021 and 2020, Woodward recorded amortization expense associated with intangibles of the following:

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Amortization expense

 

$

10,560

 

 

$

9,848

 

 

$

21,029

 

 

$

19,753

 

 

21


 

 

Future amortization expense associated with intangibles is expected to be:

 

Year Ending September 30:

 

 

 

 

2021 (remaining)

 

$

20,668

 

2022

 

 

39,954

 

2023

 

 

38,903

 

2024

 

 

35,151

 

2025

 

 

29,937

 

Thereafter

 

 

352,377

 

 

 

$

516,990

 

 

Note 15.  Credit facilities, short-term borrowings and long-term debt

Revolving credit facility

Woodward maintains a $1,000,000 revolving credit facility established under a revolving credit agreement among Woodward, a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent (the “Revolving Credit Agreement”).  The Revolving Credit Agreement provides for the option to increase available borrowings up to $1,500,000, subject to lenders’ participation.  Borrowings under the 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 LIBOR plus 0.875% to 1.75%.  The Revolving Credit Agreement matures on June 19, 2024.  Under the Revolving Credit Agreement, there were 0 borrowings outstanding as of March 31, 2021 and September 30, 2020.

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 0 borrowings outstanding on Woodward’s foreign lines of credit and foreign overdraft facilities as of March 31, 2021 and September 30, 2020.  

Long-term debt

On November 15, 2020, Woodward paid the entire principal balance of $100,000 on its Series G and J Notes using cash on hand and proceeds from borrowings under its existing revolving credit facility.

Note 16.  Accrued liabilities

 

 

 

March 31,

 

 

September 30,

 

 

 

2021

 

 

2020

 

Salaries and other member benefits

 

$

43,803

 

 

$

50,850

 

Warranties

 

 

18,576

 

 

 

18,972

 

Interest payable

 

 

14,547

 

 

 

15,281

 

Accrued retirement benefits

 

 

3,013

 

 

 

3,051

 

Restructuring charges

 

 

403

 

 

 

3,395

 

Taxes, other than income

 

 

25,027

 

 

 

13,925

 

Net current contract liabilities

 

 

28,760

 

 

 

24,620

 

Other

 

 

30,221

 

 

 

21,700

 

 

 

$

164,350

 

 

$

151,794

 

 

22


 

 

Warranties

Provisions of Woodward’s sales agreements include product warranties customary to these types of agreements.  Accruals are established for specifically identified warranty issues that are probable to result in future costs.  Warranty costs are accrued as revenue is recognized on a non-specific basis whenever past experience indicates a normal and predictable pattern exists.  

Changes in accrued product warranties were as follows:

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Warranties, beginning of period

 

$

21,079

 

 

$

18,927

 

 

$

18,972

 

 

$

27,309

 

Expense, net of recoveries

 

 

(377

)

 

 

8,115

 

 

 

1,012

 

 

 

3,782

 

Reductions for settlement of previous warranty liabilities

 

 

(1,843

)

 

 

(5,177

)

 

 

(1,451

)

 

 

(9,454

)

Foreign currency exchange rate changes

 

 

(283

)

 

 

(95

)

 

 

43

 

 

 

133

 

Warranties, end of period

 

$

18,576

 

 

$

21,770

 

 

$

18,576

 

 

$

21,770

 

 

Restructuring charges

During the third quarter of fiscal year 2020, the Company committed to a plan of termination (the “Termination Plan”) in response to the ongoing global economic challenges resulting from the COVID-19 pandemic and its impact on the Company’s business. The Termination Plan involved the termination and/or furlough of employees and contractors at certain of the Company’s operating facilities, primarily in the United States. As a result of the Termination Plan, the Company incurred $23,673 of restructuring charges related to employee severance and benefits costs as of September 30, 2020.  All of the restructuring charges recorded during the fiscal year ended September 30, 2020 were recorded as nonsegment expenses.

The summary of activity in accrued restructuring charges during the six-months ended March 31, 2021 and 2020 are as follows:

 

 

 

 

 

 

 

Period Activity

 

 

 

 

 

 

 

Balances as of September 30, 2020

 

 

Charges

 

 

Payments

 

 

Foreign currency exchange rate changes

 

 

Non-cash

activity

 

 

Balances as of March 31, 2021

 

Workforce management costs associated with:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COVID-19 pandemic

 

$

3,395

 

 

$

 

 

$

(2,287

)

 

$

21

 

 

$

(726

)

 

$

403

 

Total

 

$

3,395

 

 

$

 

 

$

(2,287

)

 

$

21

 

 

$

(726

)

 

$

403

 

 

 

 

 

 

 

 

Period Activity

 

 

 

 

 

 

 

Balances as of September 30, 2019

 

 

Charges

 

 

Payments

 

 

Foreign currency exchange rate changes

 

 

Non-cash

activity

 

 

Balances as of March 31, 2020

 

Workforce management costs associated with:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Duarte plant relocation

 

$

440

 

 

$

 

 

$

(440

)

 

$

 

 

$

 

 

$

 

Industrial turbomachinery business realignment

 

 

67

 

 

 

 

 

 

(24

)

 

 

 

 

 

(43

)

 

 

 

Total

 

$

507

 

 

$

 

 

$

(464

)

 

$

 

 

$

(43

)

 

$

 

 

23


 

 

Note 17.  Other liabilities

 

 

 

March 31,

 

 

September 30,

 

 

 

2021

 

 

2020

 

Net accrued retirement benefits, less amounts recognized within accrued liabilities

 

$

116,694

 

 

$

114,013

 

Total unrecognized tax benefits

 

 

13,758

 

 

 

10,230

 

Noncurrent income taxes payable

 

 

16,388

 

 

 

18,322

 

Deferred economic incentives (1)

 

 

8,594

 

 

 

9,105

 

Cross-currency swap derivative liability

 

 

71,421

 

 

 

51,387

 

Noncurrent operating lease liabilities

 

 

17,178

 

 

 

14,569

 

Net noncurrent contract liabilities

 

 

376,806

 

 

 

366,642

 

Other

 

 

25,061

 

 

 

33,637

 

 

 

$

645,900

 

 

$

617,905

 

 

(1)

Woodward receives certain economic incentives from various state and local authorities related to capital expansion projects.  Such amounts are initially recorded as deferred credits and are being recognized as a reduction to pre-tax expense over the economic lives of the related capital expansion projects.

Note 18.  Other (income) expense, net  

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Equity interest in the earnings of the JV (Note 6)

 

$

(3,779

)

 

$

(4,681

)

 

$

(6,165

)

 

$

(7,893

)

Net gain on sales of assets and businesses(1)

 

 

(1,354

)

 

 

(10

)

 

 

(1,942

)

 

 

(13,557

)

Rent income

 

 

(393

)

 

 

(324

)

 

 

(743

)

 

 

(575

)

Net (gain) loss on investments in deferred compensation program

 

 

(2,274

)

 

 

3,021

 

 

 

(3,257

)

 

 

1,776

 

Other components of net periodic pension and other postretirement benefit, excluding service cost and interest expense

 

 

(3,401

)

 

 

(2,926

)

 

 

(7,051

)

 

 

(5,973

)

Other

 

 

(130

)

 

 

(143

)

 

 

(296

)

 

 

(266

)

 

 

$

(11,331

)

 

$

(5,063

)

 

$

(19,454

)

 

$

(26,488

)

 

(1)

Included in net gain on sale of assets and businesses for the six-months ended March 31, 2020 was the pre-tax gain on sale of Duarte real property in the amount of $13,522 recognized in the first quarter of fiscal year 2020.

Note 19.  Income taxes

The determination of the estimated annual effective tax rate is based upon a number of significant estimates and judgments.  In addition, as a global commercial enterprise, Woodward’s tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, changes in the estimate of the amount of undistributed foreign earnings that Woodward considers indefinitely reinvested, issuance of future guidance, interpretation, and rule-making, and other factors that cannot be predicted with certainty.  As such, there can be significant volatility in interim tax provisions.

The following table sets forth the tax expense and the effective tax rate for Woodward’s earnings before income taxes:

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Earnings before income taxes

 

$

78,487

 

 

$

107,199

 

 

$

126,071

 

 

$

168,747

 

Income tax expense

 

 

10,174

 

 

 

15,881

 

 

 

16,188

 

 

 

24,056

 

Effective tax rate

 

 

13.0

%

 

 

14.8

%

 

 

12.8

%

 

 

14.3

%

 

The decrease in the effective tax rate for the three-months ended March 31, 2021 compared to the three-months ended March 31, 2020 is primarily attributable to a larger favorable increase in the net excess income tax benefit from stock-based compensation in the second quarter of fiscal year 2021 compared to the second quarter of fiscal year 2020, partially offset by income tax credits in the second quarter of the prior year as a result of a reduction in projected earnings, which did not repeat in the current year quarter.  

24


 

This decrease was partially offset by increased taxes on combined foreign earnings when compared to the second quarter of fiscal year 2020, a reduction of India’s tax on dividend distributions that occurred during the second quarter of fiscal year 2020 which did not repeat in the current quarter, and the change to the annual effective tax rate benefit related to state income tax credits compared to full-year projected earnings in first quarter and second quarter of the prior year, which did not repeat in the current quarter.

The decrease in the effective tax rate for the six-months ended March 31, 2021 compared to the six-months ended March 31, 2020 is primarily attributable to larger favorable increase in the net excess income tax benefits from stock-based compensation and the impact of decreased projected full-year earnings for fiscal year 2021 relative to the expected tax benefits from the research credit and various state income tax credits. This decrease is partially offset by the tax benefit associated with the impairment of assets held for sale and India’s tax on dividend distributions in fiscal year 2020, which did not repeat in the current fiscal year, and increased taxes on combined foreign earnings when compared to the prior fiscal year.

Gross unrecognized tax benefits were $13,314 as of March 31, 2021, and $9,851 as of September 30, 2020.  At March 31, 2021, the amount of the liability for unrecognized tax benefits that, if recognized, would impact Woodward’s effective tax rate was $7,349.  At this time, Woodward believes it is reasonably possible that the liability for unrecognized tax benefits will decrease by as much as $1,884 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.  Woodward’s fiscal years remaining open to examination for U.S. Federal income taxes include fiscal years 2018 and thereafter.  Woodward’s fiscal years remaining open to examination for significant U.S. state income tax jurisdictions include fiscal years 2016 and thereafter.  Woodward’s fiscal years remaining open to examination in significant foreign jurisdictions include 2016 and thereafter.

Note 20.  Retirement benefits

Woodward provides various retirement benefits to eligible members of the Company, including contributions to various defined contribution plans, pension benefits associated with defined benefit plans, postretirement medical benefits and postretirement life insurance benefits.  Eligibility requirements and benefit levels vary depending on employee location.

Defined contribution plans

Most of the Company’s U.S. employees are eligible to participate in the U.S. defined contribution plan.  The U.S. defined contribution plan allows employees to defer part of their annual income for income tax purposes into their personal 401(k) accounts.  The Company makes matching contributions to eligible employee accounts, which are also deferred for employee personal income tax purposes.  Certain non-U.S. employees are also eligible to participate in similar non-U.S. plans.

Most of Woodward’s U.S. employees with at least two years of service receive an annual contribution of Woodward stock, equal to 5% of their eligible prior year wages, to their personal Woodward Retirement Savings Plan accounts.  Woodward fulfilled its annual Woodward stock contribution obligation using shares held in treasury stock by issuing a total of 128 shares of common stock for a value of $14,900 in the second quarter of fiscal year 2021, compared to a total of 124 shares of common stock for a value of $14,748 in the second quarter of fiscal year 2020.

The amount of expense associated with defined contribution plans was as follows:

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Company costs

 

$

8,497

 

 

$

8,910

 

 

$

16,533

 

 

$

17,614

 

 

25


 

 

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 and 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, 2020, the funded status reported in interim periods shall be the same asset or liability recognized in the previous year end statement of financial position adjusted for (a) subsequent accruals of net periodic benefit cost that exclude the amortization of amounts previously recognized in other comprehensive income (for example, subsequent accruals of service cost, interest cost, and return on plan assets) and (b) contributions to a funded plan or benefit payments.

The components of the net periodic retirement pension costs recognized are as follows:

 

 

 

Three-Months Ended March 31,

 

 

 

United States

 

 

Other Countries

 

 

Total

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Service cost

 

$

432

 

 

$

415

 

 

$

736

 

 

$

708

 

 

$

1,168

 

 

$

1,123

 

Interest cost

 

 

1,239

 

 

 

1,397

 

 

 

343

 

 

 

319

 

 

 

1,582

 

 

 

1,716

 

Expected return on plan assets

 

 

(3,536

)

 

 

(3,086

)

 

 

(625

)

 

 

(708

)

 

 

(4,161

)

 

 

(3,794

)

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial loss

 

 

135

 

 

 

357

 

 

 

234

 

 

 

260

 

 

 

369

 

 

 

617

 

Prior service cost

 

 

243

 

 

 

234

 

 

 

6

 

 

 

6

 

 

 

249

 

 

 

240

 

Net periodic retirement pension (benefit) cost

 

$

(1,487

)

 

$

(683

)

 

$

694

 

 

$

585

 

 

$

(793

)

 

$

(98

)

Contributions paid

 

$

 

 

$

 

 

$

675

 

 

$

601

 

 

$

675

 

 

$

601

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six-Months Ended March 31,

 

 

 

United States

 

 

Other Countries

 

 

Total

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Service cost

 

$

864

 

 

$

830

 

 

$

1,465

 

 

$

1,418

 

 

$

2,329

 

 

$

2,248

 

Interest cost

 

 

2,478

 

 

 

2,795

 

 

 

676

 

 

 

640

 

 

 

3,154

 

 

 

3,435

 

Expected return on plan assets

 

 

(7,072

)

 

 

(6,173

)

 

 

(1,227

)

 

 

(1,540

)

 

 

(8,299

)

 

 

(7,713

)

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial loss

 

 

270

 

 

 

715

 

 

 

462

 

 

 

521

 

 

 

732

 

 

 

1,236

 

Prior service cost

 

 

485

 

 

 

468

 

 

 

12

 

 

 

12

 

 

 

497

 

 

 

480

 

Net periodic retirement pension (benefit) cost

 

$

(2,975

)

 

$

(1,365

)

 

$

1,388

 

 

$

1,051

 

 

$

(1,587

)

 

$

(314

)

Contributions paid

 

$

 

 

$

 

 

$

1,218

 

 

$

1,732

 

 

$

1,218

 

 

$

1,732

 

 

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” in the Condensed Consolidated Statements of Earnings.  The interest cost 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:

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Service cost

 

$

1

 

 

$

 

 

$

1

 

 

$

1

 

Interest cost

 

 

149

 

 

 

196

 

 

 

299

 

 

 

391

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial loss

 

 

8

 

 

 

11

 

 

 

15

 

 

 

23

 

Prior service cost

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

Net periodic other postretirement cost

 

$

159

 

 

$

207

 

 

$

316

 

 

$

416

 

Contributions paid

 

$

940

 

 

$

176

 

 

$

978

 

 

$

521

 

26


 

 

 

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” in the Condensed Consolidated Statements of Earnings.  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 2021 may differ from the current estimate.  Woodward estimates its remaining cash contributions in fiscal year 2021 will be as follows:

 

Retirement pension benefits:

 

 

 

 

United States

 

$

 

United Kingdom

 

 

328

 

Japan

 

 

 

Germany

 

 

385

 

Other postretirement benefits

 

 

2,135

 

 

Note 21.  Stockholders’ equity

Stock repurchase program

In the first quarter of fiscal year 2017, the Board terminated the Company’s prior stock repurchase program and replaced it with a new program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three year period that ended in November 2019 (the “2017 Authorization”).  Effective upon the expiration of the 2017 Authorization in November 2019, the Board approved a new program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three year period that will end in 2022 (the “2019 Authorization”).  In the first half of fiscal year 2021, Woodward purchased 0 shares of its common stock under the 2019 Authorization.  Woodward repurchased 124 shares of common stock for $13,346 under the 2019 Authorization in the first half of fiscal year 2020.

Stock-based compensation

Provisions governing outstanding stock option awards are included in the 2017 Omnibus Incentive Plan, as amended from time to time (the “2017 Plan”) and the 2006 Omnibus Incentive Plan (the “2006 Plan”), as applicable.

The 2017 Plan was approved by Woodward’s stockholders in January 2017 and is a successor plan to the 2006 Plan.  As of September 14, 2016, the effective date of the 2017 Plan, the Board delegated authority to administer the 2017 Plan to the compensation committee of the Board (the “Committee”), including, but not limited to, the power to determine the recipients of awards and the terms of those awards.  On January 29, 2020 and January 27, 2021, Woodward’s stockholders approved an additional 1,000 and 1,500 shares, respectively, of Woodward’s common stock to be made available for future grants.  Under the 2017 Plan, there were approximately 2,692 shares of Woodward’s common stock available for future grants as of March 31, 2021 and 1,972 shares as of September 30, 2020.

Stock options

Woodward believes that stock options align the interests of its employees and directors with the interests of its stockholders.  Stock option awards are granted with an exercise price equal to the market price of Woodward’s stock at the date the grants are awarded, a ten year term, and generally have a four year vesting schedule at a rate of 25% per year.

The fair value of options granted is estimated as of the grant date using the Black-Scholes-Merton option-valuation model using the assumptions in the following table.  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.

27


 

 

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

 

March 31,

 

 

March 31,

 

 

 

 

2021

 

 

2020

 

2021

 

 

2020

 

Weighted-average exercise price per share

 

$

122.88

 

 

$

127.84

 

$

82.46

 

 

$

104.91

 

Weighted-average grant date market value of Woodward stock

 

$

122.88

 

 

$

127.84

 

$

82.46

 

 

$

104.91

 

Expected term (years)

 

 

 

6.5

 

-

 

8.7

 

 

 

6.5

 

 

6.5

 

-

8.7

 

 

 

6.4

 

-

8.7

 

Estimated volatility

 

 

33.9%

 

-

36.2%

 

 

 

25.7%

 

 

33.3%

 

-

36.2%

 

 

 

25.7%

 

-

30.1%

 

Estimated dividend yield

 

 

0.5%

 

-

0.6%

 

 

0.9%

 

 

0.3%

 

-

0.6%

 

 

 

0.6%

 

-

0.9%

 

Risk-free interest rate

 

 

0.6%

 

-

1.1%

 

 

 

1.7%

 

 

0.4%

 

-

1.1%

 

 

 

1.6%

 

-

1.7%

 

The following is a summary of the activity for stock option awards during the three and six-months ended March 31, 2021:

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31, 2021

 

 

March 31, 2021

 

 

 

Number of

options

 

 

Weighted-Average

Exercise Price

per Share

 

 

Number of

options

 

 

Weighted-Average

Exercise Price

per Share

 

Options, beginning balance

 

 

5,901

 

 

$

65.47

 

 

 

5,443

 

 

$

62.00

 

Options granted

 

 

26

 

 

 

122.88

 

 

 

773

 

 

 

82.46

 

Options exercised

 

 

(410

)

 

 

41.71

 

 

 

(696

)

 

 

40.93

 

Options forfeited

 

 

 

 

 

 

 

 

(3

)

 

 

87.38

 

Options, ending balance

 

 

5,517

 

 

 

67.50

 

 

 

5,517

 

 

 

67.50

 

 

Changes in non-vested stock options during the three and six-months ended March 31, 2021 were as follows:

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31, 2021

 

 

March 31, 2021

 

 

 

Number of

options

 

 

Weighted-Average

Grant Date Fair

Value per Share

 

 

Number of

options

 

 

Weighted-Average

Grant Date Fair

Value Per Share

 

Non-vested options outstanding, beginning balance

 

 

2,170

 

 

$

25.40

 

 

 

2,078

 

 

$

24.69

 

Options granted

 

 

26

 

 

 

42.45

 

 

 

773

 

 

 

28.22

 

Options vested

 

 

(90

)

 

 

20.66

 

 

 

(742

)

 

 

25.19

 

Options forfeited

 

 

 

 

 

 

 

 

(3

)

 

 

25.18

 

Non-vested options outstanding, ending balance

 

 

2,106

 

 

 

25.81

 

 

 

2,106

 

 

 

25.81

 

 

Information about stock options that have vested, or are expected to vest, and are exercisable at March 31, 2021 was as follows:

 

 

Number of options

 

 

Weighted-Average

Exercise Price

 

 

Weighted-Average

Remaining Life in

Years

 

 

Aggregate Intrinsic

Value

 

Options outstanding

 

 

5,517

 

 

$

67.50

 

 

 

6.4

 

 

$

293,200

 

Options vested and exercisable

 

 

3,423

 

 

 

58.05

 

 

 

5.1

 

 

 

214,223

 

Options vested and expected to vest

 

 

5,425

 

 

 

67.25

 

 

 

6.4

 

 

 

289,632

 

 

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 used by the Company, with terms approved by the administrator of the applicable plan, the requisite service period can be less than the four year vesting period based on grantee’s retirement eligibility.  As such, the recognition of stock-based compensation expense associated with some stock option grants can be accelerated to a period of less than four years, including immediate recognition of stock-based compensation expense on the date of grant.

28


 

At March 31, 2021, there was approximately $15,693 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements, including both stock options and restricted stock awards.  The pre-vesting forfeiture rates for purposes of determining stock-based compensation expense recognized were estimated to be 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 2.1 years.

Note 22.  Commitments and contingencies

Woodward is currently involved in claims, pending or threatened litigation or other legal proceedings, investigations and/or regulatory proceedings arising in the normal course of business, including, among others, those relating to product liability claims, employment matters, worker’s compensation claims, contractual disputes, product warranty claims and alleged violations of various laws and regulations.  Woodward accrues for known individual matters using estimates of the most likely amount of loss where it believes that it is probable the matter will result in a loss when ultimately resolved and such loss is reasonably estimable.  Legal costs are expensed as incurred and are classified in “Selling, general and administrative expenses” on the Condensed Consolidated Statements of Earnings.

Woodward is partially self-insured in the United States for healthcare and worker’s compensation up to predetermined amounts, above which third party insurance applies.  Management regularly reviews the probable outcome of related claims and proceedings, the expenses expected to be incurred, the availability and limits of the insurance coverage, and the established accruals for liabilities.

While the outcome of pending claims, legal and regulatory proceedings, and investigations cannot be predicted with certainty, management believes that any liabilities that may result from these claims, proceedings and investigations will not have a material effect on Woodward’s liquidity, financial condition, or results of operations.

In the event of a change in control of Woodward, as defined in change-in-control agreements with its corporate officers, Woodward may be required to pay termination benefits to such officers.

Note 23.  Segment information

Woodward serves the aerospace and industrial markets through its 2 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:

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Segment external net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

364,706

 

 

$

474,236

 

 

$

686,373

 

 

$

948,161

 

Industrial

 

 

216,615

 

 

 

245,984

 

 

 

432,567

 

 

 

492,414

 

Total consolidated net sales

 

$

581,321

 

 

$

720,220

 

 

$

1,118,940

 

 

$

1,440,575

 

Segment earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

69,008

 

 

$

117,638

 

 

$

115,474

 

 

$

210,549

 

Industrial

 

 

27,871

 

 

 

25,972

 

 

 

60,759

 

 

 

54,202

 

Nonsegment expenses

 

 

(10,426

)

 

 

(28,131

)

 

 

(33,785

)

 

 

(79,202

)

Interest expense, net

 

 

(7,966

)

 

 

(8,280

)

 

 

(16,377

)

 

 

(16,802

)

Consolidated earnings before income taxes

 

$

78,487

 

 

$

107,199

 

 

$

126,071

 

 

$

168,747

 

 

29


 

 

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:

 

 

 

March 31, 2021

 

 

September 30, 2020

 

Segment assets:

 

 

 

 

 

 

 

 

Aerospace

 

$

1,735,452

 

 

$

1,752,516

 

Industrial

 

 

1,529,109

 

 

 

1,529,411

 

Unallocated corporate property, plant and equipment, net

 

 

103,949

 

 

 

106,380

 

Other unallocated assets

 

 

652,262

 

 

 

515,029

 

Consolidated total assets

 

$

4,020,772

 

 

$

3,903,336

 

 

Note 24.  Subsequent events

On April 28, 2021, the Board approved a cash dividend of $0.1625 per share for the quarter, payable on June 1, 2021, for stockholders of record as of May 18, 2021.

 

30


 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical fact are statements that are deemed forward-looking statements.  These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of management.  Words such as “anticipate,” “believe,” “estimate,” “seek,” “goal,” “expect,” “forecast,” “intend,” “continue,” “outlook,” “plan,” “project,” “target,” “strive,” “can,” “could,” “may,” “should,” “will,” “would,” variations of such words, and similar expressions are intended to identify such forward-looking statements.  In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characteristics of future events or circumstances are forward-looking statements.  Forward-looking statements may include, among others, statements relating to:

 

the impacts on our business relating to the global COVID-19 pandemic, including the impacts thereof to supply and demand, and measures taken by governments and private industry in response;

 

future sales, earnings, cash flow, uses of cash, and other measures of financial performance;

 

trends in our business and the markets in which we operate, including expectations in those markets in future periods;

 

our expected expenses in future periods and trends in such expenses over time;

 

descriptions of our plans and expectations for future operations;

 

our expectations with regard to the status of the Boeing 737 MAX aircraft, the related impact on our original equipment manufacturer and initial provision sales, and the aircraft’s return to service;

 

plans and expectations relating to the performance of our joint venture with General Electric Company;

 

investments in new campuses, business sites and related business developments;

 

the effect of economic trends or growth;

 

the expected levels of activity in particular industries or markets and the effects of changes in those levels;

 

the scope, nature, or impact of acquisition activity and integration of such acquisition into our business;

 

the research, development, production, and support of new products and services;

 

new business opportunities;

 

restructuring and alignment costs and savings;

 

our plans, objectives, expectations and intentions with respect to business opportunities that may be available to us;

 

our liquidity, including our ability to meet capital spending requirements and operations;

 

future repurchases of common stock;

 

future levels of indebtedness and capital spending;

 

the stability of financial institutions, including those lending to us;

 

pension and other postretirement plan assumptions and future contributions; and

 

our tax rate and other effects of changes in applicable tax laws.

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.

31


 

OVERVIEW

COVID-19 Pandemic

In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. The pandemic has led to significant volatility in financial, commodities (including oil and gas) and other markets and industries (including the aviation industry) and has negatively affected the business and results of operations for the Company. As the COVID-19 pandemic progressed, we reacted quickly to navigate the uncertain market environment, reduce our cost structure, increase our focus on operational excellence, and prioritize diligent cash management. The aggressive actions we implemented continue to drive strong cash flow, improve our liquidity and overall financial position, and enable ongoing investments in opportunities for growth in the markets in which we do business.

The ongoing rollout of vaccines across many countries is driving optimism for economic recovery, but the enduring turbulence caused by the COVID-19 pandemic, including significantly reduced global passenger travel and new viral variants, continues to cloud near-term forecasts. We are unable to predict the extent to which the pandemic and related impacts will continue to adversely affect our business, including our operational performance, results of operations, financial position, and the achievement of our strategic objectives. Nonetheless, the second quarter of fiscal year 2021 showed improved results from the first quarter of fiscal year 2021 and we believe our markets will continue to improve for the remainder of the year and into fiscal year 2022.

We will continue to actively monitor the situation and may potentially take further actions to alter our business operations that we determine are in the best interests of our shareholders, employees, customers, communities, business partners, and suppliers, or as required by federal, state, or local authorities.  It is not clear what the potential effects any such alterations or modifications may have on our business in future periods, including the effects on the Company's customers, employees, and prospects, or on our financial results.

Divestiture of the Renewables business and related businesses

In the first quarter of fiscal year 2020, Woodward’s board of directors (the “Board”) approved a plan to divest our renewable power systems business, protective relay business, and other businesses within the Industrial segment (collectively, the “disposal group”).  The assets of the disposal group were primarily located in Germany, Poland and Bulgaria, and the transactions consummating the sale of the disposal group were completed on April 30, 2020 (the “Closing”).  Financial information for the disposal group is reflected in our financial statements prior to the date of Closing.  

Operational Highlights

Quarter to Date Highlights

Net sales for the second quarter of fiscal year 2021 were $581,321, a decrease of 19.3% or $138,899, from $720,220 for the second quarter of the prior fiscal year.  Foreign currency exchange rates had a favorable impact on net sales of $11,006 for the second quarter of fiscal year 2021 as compared to the same period of the prior year.  There were no sales for the disposal group for the second quarter of fiscal year 2021, as the disposal group was divested on April 30, 2020.  Net sales excluding the disposal group for the second quarter of fiscal year 2020 were $688,853.  Aerospace segment net sales for the second quarter of fiscal year 2021 were down 23.1% to $364,706, compared to $474,236 for the second quarter of the prior fiscal year.  Sequentially, Aerospace segment net sales for the second quarter of fiscal year 2021 were up 13.4%, or $43,039, compared to $321,667 for the first quarter of fiscal year 2021. Industrial segment net sales for the second quarter of fiscal year 2021 were $216,615, down 11.9% compared to $245,984 for the second quarter of fiscal year 2020. Industrial segment net sales excluding the disposal group were $214,617 for the second quarter of fiscal year 2020.  Sequentially, Industrial segment net sales for the second quarter of fiscal year 2021 were flat compared to the first quarter of fiscal year 2021.  Foreign currency exchange rates had a favorable impact on Industrial segment net sales of $10,435 for the second quarter of fiscal year 2021 as compared to the same period of the prior year.

Net earnings and adjusted net earnings for the second quarter of fiscal year 2021 were both $68,313, or $1.04 per diluted share.  Net earnings for the second quarter of fiscal year 2020 were $91,318, or $1.41 per diluted share, and adjusted net earnings for the second quarter of fiscal year 2020 were $104,052, or $1.61 per diluted share.  

The effective tax rate and adjusted effective tax rate in the second quarter of fiscal year 2021 were both 13.0%.  The effective tax rate in the second quarter of fiscal year 2020 was 14.8%, and the adjusted effective tax rate in the second quarter of fiscal year 2020 was 16.2%.

32


 

Earnings before interest and taxes (“EBIT”) and adjusted EBIT for the second quarter of fiscal year 2021 was $86,453, down 25.1% from $115,479 in the same period of fiscal year 2020.  Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA for the second quarter of fiscal year 2021 was $118,932, down 19.9% from $148,504 for the same period of fiscal year 2020.  Adjusted EBIT and adjusted EBITDA for the second quarter of fiscal year 2020 were $132,401 and $165,426, respectively.  

Aerospace segment earnings as a percent of segment net sales were 18.9% in the second quarter of fiscal year 2021, compared to 24.8% in the second quarter of the prior fiscal year.  Industrial segment earnings as a percent of segment net sales in the second quarter of fiscal year 2021 were 12.9%, compared to 10.6% in the second quarter of the prior fiscal year.  For the second quarter of fiscal year 2020, Industrial segment earnings excluding the disposal group were 11.6% of Industrial segment net sales excluding the disposal group.

Adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA, as well as Industrial segment sales excluding the disposal group and Industrial segment earnings excluding the disposal group, 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 closest U.S. GAAP financial measures can be found under the caption “Non-U.S. GAAP Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

Year to Date Highlights

Net sales for the first half of fiscal year 2021 were $1,118,940, a decrease of 22.3% or $321,635, from $1,440,575 for the first half of the prior fiscal year. Foreign currency exchange rates had a favorable impact on net sales of $20,484 for the first half of fiscal year 2021. Aerospace segment net sales for the first half of fiscal year 2021 were down 27.6% to $686,373, compared to $948,161 for the first half of the prior fiscal year. Industrial segment net sales for the first half of fiscal year 2021 were $432,567, down 12.2% compared to $492,414 for the first half of fiscal year 2020. Industrial segment net sales excluding the disposal group for the first half of fiscal year 2020 were $432,480.

Net earnings and adjusted net earnings for the first half of fiscal year 2021 were both $109,883, or $1.68 per diluted share. Net earnings for the first half of fiscal year 2020 were $144,691, or $2.24 per diluted share, and adjusted net earnings for the first half of fiscal year 2020 were $175,266, or $2.71 per diluted share.

The effective tax rate and adjusted effective tax rate in the first half of fiscal year 2021 were both 12.8%.  For the first half of fiscal year 2020, the effective tax rate was 14.3% and the adjusted effective tax rate was 16.6%.

EBIT and adjusted EBIT for the first half of fiscal year 2021 was $142,448, down 23.2% from $185,549 in the same period of fiscal year 2020. EBITDA and adjusted EBITDA for the first half of fiscal year 2021 was $208,004, down 17.1% from $251,025 for the same period of fiscal year 2020. Adjusted EBIT and adjusted EBITDA for the first half of fiscal year 2021 were $226,851 and $292,327, respectively.

Aerospace segment earnings as a percent of segment net sales were 16.8% in the first half of fiscal year 2021, compared to 22.2% in the first half of the prior fiscal year. Industrial segment earnings as a percent of segment net sales in the first half of fiscal year 2021 were 14.0%, compared to 11.0% in the first half of the prior fiscal year. Industrial segment earnings excluding the disposal group were 11.8% of Industrial segment net sales excluding the disposal group for the first half of fiscal year 2020.

Adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA, as well as Industrial segment sales excluding the disposal group and Industrial segment earnings excluding the disposal group, 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 closest U.S. GAAP financial measures can be found under the caption “Non-U.S. GAAP Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

33


 

Liquidity Highlights

Net cash provided by operating activities for the first half of fiscal year 2021 was $218,997, compared to $52,179 for the first half of fiscal year 2020.  The increase in net cash provided by operating activities in the first half of fiscal year 2021 compared to the first half of the prior fiscal year is primarily attributable to the timing of cash payments to suppliers, as well as cash payments for annual bonuses and certain tax payments, both of which were paid in the first half of fiscal year 2020 but were not paid in the first half of fiscal year 2021.

For the first half of fiscal year 2021, free cash flow, which we define as net cash flow from operating activities less payments for property, plant and equipment, was $205,684, compared to $22,818 for the first half of fiscal year 2020.  Adjusted free cash flow, which we define as free cash flow, plus the cash proceeds from the sale of real property at our former Duarte, California operations was $28,980 for the first half of fiscal year 2020.  No adjustments were made to free cash flow for the first half of fiscal year 2021.  Free cash flow and adjusted free cash flow are non-U.S. GAAP financial measures.  A description of these measures as well as a reconciliation of these non-U.S. GAAP financial measures to the closest U.S. GAAP financial measures can be found under the caption “Non-U.S. GAAP Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

At March 31, 2021, we held $287,595 in cash and cash equivalents and had total outstanding debt of $737,493.  We have additional borrowing availability of $989,131, net of outstanding letters of credit, under our revolving credit agreement.  At March 31, 2021, we also had additional borrowing capacity of $7,442 under various foreign lines of credit and foreign overdraft facilities.  

RESULTS OF OPERATIONS

The following table sets forth consolidated statements of earnings data as a percentage of net sales for each period indicated:

 

 

 

Three-Months Ended

 

 

Six-Months Ended

 

 

 

March 31,

2021

 

 

% of Net

Sales

 

 

March 31,

2020

 

 

% of Net

Sales

 

 

March 31,

2021

 

 

% of Net

Sales

 

 

March 31,

2020

 

 

% of Net

Sales

 

Net sales

 

$

581,321

 

 

 

100

%

 

$

720,220

 

 

 

100

%

 

$

1,118,940

 

 

 

100

%

 

$

1,440,575

 

 

 

100

%

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

434,243

 

 

 

74.7

%

 

 

517,514

 

 

 

71.9

%

 

 

835,883

 

 

 

74.7

%

 

 

1,052,431

 

 

 

73.1

%

Selling, general, and administrative expenses

 

 

44,329

 

 

 

7.6

%

 

 

57,629

 

 

 

8.0

%

 

 

100,440

 

 

 

9.0

%

 

 

119,674

 

 

 

8.3

%

Research and development costs

 

 

27,627

 

 

 

4.8

%

 

 

34,661

 

 

 

4.8

%

 

 

59,623

 

 

 

5.3

%

 

 

71,507

 

 

 

5.0

%

Impairment of assets sold

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

 

 

37,902

 

 

 

2.6

%

Interest expense

 

 

8,249

 

 

 

1.4

%

 

 

8,756

 

 

 

1.2

%

 

 

17,155

 

 

 

1.5

%

 

 

17,765

 

 

 

1.2

%

Interest income

 

 

(283

)

 

 

(0.1

)%

 

 

(476

)

 

 

(0.1

)%

 

 

(778

)

 

 

(0.1

)%

 

 

(963

)

 

 

(0.1

)%

Other (income) expense, net

 

 

(11,331

)

 

 

(1.9

)%

 

 

(5,063

)

 

 

(0.7

)%

 

 

(19,454

)

 

 

(1.7

)%

 

 

(26,488

)

 

 

(1.8

)%

Total costs and expenses

 

 

502,834

 

 

 

86.5

%

 

 

613,021

 

 

 

85.1

%

 

 

992,869

 

 

 

88.7

%

 

 

1,271,828

 

 

 

88.3

%

Earnings before income taxes

 

 

78,487

 

 

 

13.5

%

 

 

107,199

 

 

 

14.9

%

 

 

126,071

 

 

 

11.3

%

 

 

168,747

 

 

 

11.7

%

Income tax expense

 

 

10,174

 

 

 

1.8

%

 

 

15,881

 

 

 

2.2

%

 

 

16,188

 

 

 

1.4

%

 

 

24,056

 

 

 

1.7

%

Net earnings

 

$

68,313

 

 

 

11.8

%

 

$

91,318

 

 

 

12.7

%

 

$

109,883

 

 

 

9.8

%

 

$

144,691

 

 

 

10.0

%

 

Other select financial data:

 

 

 

March 31,

 

 

September 30,

 

 

 

2021

 

 

2020

 

Working capital

 

$

1,026,754

 

 

$

818,533

 

Current portion of long-term debt

 

 

1,398

 

 

 

101,634

 

Total debt

 

 

737,493

 

 

 

838,483

 

Total stockholders' equity

 

 

2,133,301

 

 

 

1,992,677

 

 

34


 

 

Net Sales

Consolidated net sales for the second quarter of fiscal year 2021 decreased by $138,899, or 19.3%, compared to the same period of fiscal year 2020.  Consolidated net sales for the first half of fiscal year 2021 decreased by $321,635, or 22.3%, compared to the same period of fiscal year 2020.

Details of the changes in consolidated net sales are as follows:

 

 

 

Three-Month Period

 

 

Six-Month

Period

 

Consolidated net sales for the period ended March 31, 2020

 

$

720,220

 

 

$

1,440,575

 

Aerospace volume

 

 

(105,566

)

 

 

(255,603

)

Industrial volume

 

 

(8,933

)

 

 

(20,348

)

Disposals group divestiture impact

 

 

(31,367

)

 

 

(59,933

)

Noncash consideration

 

 

(7,655

)

 

 

(13,973

)

Effects of changes in price and sales mix

 

 

3,616

 

 

 

7,738

 

Effects of changes in foreign currency rates

 

 

11,006

 

 

 

20,484

 

Consolidated net sales for the period ended March 31, 2021

 

$

581,321

 

 

$

1,118,940

 

 

The decrease in consolidated net sales for the second quarter and first half of fiscal year 2021 is primarily attributable to the decline in sales volume related to the ongoing impact of the COVID-19 pandemic.  In the Aerospace segment, the decrease in net sales volumes is primarily attributable to lower commercial sales as a result of the secular decline in global passenger traffic and original equipment manufacturer (“OEM”) production rates, in each case as a result of the global COVID-19 pandemic.  In the Industrial segment, the decrease in net sales volumes is primarily attributable to the divestiture of the disposal group, continued weakness in the oil and gas market and the associated aftermarket due to the ongoing impact of the COVID-19 pandemic, partially offset by favorable effects of foreign currency exchange rates and strong demand for natural gas powered trucks in China.  

Costs and Expenses

Cost of goods sold decreased by $83,271 to $434,243, or 74.7% of net sales, for the second quarter of fiscal year 2021, from $517,514, or 71.9% of net sales, for the second quarter of fiscal year 2020.  Cost of goods sold decreased by $216,548 to $835,883, or 74.7% of net sales, for the first half of fiscal year 2021 from $1,052,431, or 73.1% of net sales, for the first half of fiscal year 2020.  The decrease in cost of goods sold in the second quarter and first half of fiscal year 2021 compared to the same period of the prior year is primarily due to lower sales volume as a result of the global disruption caused by the COVID-19 pandemic.  

Gross margin (as measured by net sales less cost of goods sold, divided by net sales) was 25.3% for the second quarter and first half of fiscal year 2021, compared to 28.1% for the second quarter and 26.9% for the first half of fiscal year 2020.  The decrease in gross margin for the second quarter and first half of fiscal year 2021 compared to the same periods of the prior year primarily due to lower Aerospace OEM and aftermarket sales volume as a result of global disruption caused by the COVID-19 pandemic.

Selling, general and administrative expenses decreased by $13,300, or 23.1%, to $44,329 for the second quarter of fiscal year 2021, compared to $57,629 for the second quarter of fiscal year 2020.  Selling, general, and administrative expenses decreased by $19,234, or 16.1%, to $100,440 for the first half of fiscal year 2021, compared to $119,674 for the first half of fiscal year 2020. Selling, general, and administrative expenses as a percentage of net sales decreased to 7.6% for the second quarter of fiscal year 2021, compared to 8.0% for the second quarter of fiscal year 2020.  While selling, general, and administrative expenses decreased on an overall dollar basis in the first half of fiscal year 2021 compared to the first half of fiscal year 2020, selling general and administrative expenses as a percentage of net sales increased to 9.0% for the first half of fiscal year 2021, compared to 8.3% for the first half of fiscal year 2020.  The decrease in selling, general and administrative expenses on an overall dollar basis is primarily due to a decrease in certain expenses incurred in the second quarter of fiscal year 2020 related to merger and divestiture activities, which did not repeat in the current year quarter, as well as savings in the current year quarter from cost reduction initiatives.

35


 

Research and development costs decreased by $7,034, or 20.3%, to $27,627 for the second quarter of fiscal year 2021, as compared to $34,661 for the second quarter of fiscal year 2020.  Research and development costs as a percentage of net sales were flat for the second quarter of fiscal year 2021, as compared to the same period of the prior fiscal year.  Research and development costs decreased by $11,884, or 16.6%, to $59,623 for the first half of fiscal year 2021, as compared to $71,507 for the first half of fiscal year 2020. Research and development costs increased as a percentage of net sales to 5.3% for the first half of fiscal year 2021, as compared to 5.0% for the first half of fiscal year 2020.  Research and development costs decreased primarily due to savings from cost reduction initiatives.  Our research and development activities extend across almost all of our customer base, and we anticipate ongoing variability in research and development due to the timing of customer business needs on current and future programs.

Impairment of assets sold was comprised entirely of a charge of $37,902 recognized in the first quarter of fiscal year 2020.  The Board approved a plan to divest the disposal group, which resulted in the recognition of the associated assets and liabilities as held for sale at that time. Concurrently, Woodward determined that the assets held for sale, net of any liabilities held for sale, were impaired and recognized a non-cash impairment charge of $37,902, representing the write down of the associated net assets held for sale to their fair market value as of December 31, 2019.

Interest expense decreased by $507, or 5.8%, to $8,249 for the second quarter of fiscal year 2021, compared to $8,756 for the second quarter of fiscal year 2020.  Interest expense increased as a percentage of net sales to 1.4% for the second quarter of fiscal year 2021, as compared to 1.2% for the second quarter of fiscal year 2020.  Interest expense decreased by $610, or 3.4%, to $17,155 for the first half of fiscal year 2021, as compared to $17,765 for the first half of fiscal year 2020.  Interest expense as a percentage of net sales was 1.5% for the first half of fiscal year 2021, compared to 1.2% for the first half of fiscal year 2020.  In the first half of fiscal year 2021, we have paid the entire balance of two series of private placement notes totaling $100,000 primarily using cash from operations and proceeds from our revolving credit facility.  The revolving credit facility bears interest at a substantially lower rate than the private placement notes that were paid.

Other income increased by $6,268 to $11,331 for the second quarter of fiscal year 2021, compared to $5,063 for the second quarter of fiscal year 2020.  Other income decreased by $7,034 to $19,454 for the first half of fiscal year, compared to $26,488 for the first half of fiscal year 2020.  Other income increased for the second quarter of fiscal year 2021 compared to the same period of the prior fiscal year primarily due to net market gains on investments in our deferred compensation program.  Other income decreased in the first half of fiscal year 2021 compared to the first half of fiscal year 2020 primarily due to a gain on the sale of a portion of our property in Duarte, California in the amount of $13,552, which was recognized in the first half of fiscal year 2020.

Income taxes were provided at an effective rate on earnings before income taxes of 13.0% for the second quarter and 12.8% for the first half of fiscal year 2021, and 14.8% for the second quarter and 14.3% for the first half of fiscal year 2020.

The decrease in the effective tax rate for the second quarter of fiscal year 2021 compared to the same period of the prior year is primarily attributable to a larger favorable increase in the net excess income tax benefit from stock-based compensation in the second quarter of fiscal year 2021 compared to the second quarter of fiscal year 2020, and the impact of decreased projected full-year earnings for fiscal year 2021 relative to the expected tax benefits from the research credit.  This decrease was partially offset by increased taxes on combined foreign earnings when compared to the second quarter of fiscal year 2020, a reduction of India’s tax on dividend distributions that occurred in the second quarter of fiscal year 2020 which did not repeat in the current quarter, partially offset by income tax credits in the second quarter of the prior year as a result of a reduction in projected earnings, which did not repeat in the current year quarter.

The decrease in the effective tax rate for the first half of fiscal year 2021 compared to same period of the prior fiscal year is primarily attributable to larger favorable increase in the net excess income tax benefits from stock-based compensation and the impact of decreased projected full-year earnings for fiscal year 2021 relative to the expected tax benefits from the research credit and various state income tax credits.  This decrease is partially offset by the tax benefit associated with the impairment of assets held for sale and India’s tax on dividend distributions in fiscal year 2020 that did not repeat in the current fiscal year, and increased taxes on combined foreign earnings when compared to the prior fiscal year.

36


 

Segment Results

The following table presents sales by segment:

 

 

 

Three-Months Ended March 31,

 

 

Six-Months Ended March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

364,706

 

 

 

62.7

%

 

$

474,236

 

 

 

65.8

%

 

$

686,373

 

 

 

61.3

%

 

$

948,161

 

 

 

65.8

%

Industrial

 

 

216,615

 

 

 

37.3

%

 

 

245,984

 

 

 

34.2

%

 

 

432,567

 

 

 

38.7

%

 

 

492,414

 

 

 

34.2

%

Consolidated net sales

 

$

581,321

 

 

 

100

%

 

$

720,220

 

 

 

100

%

 

$

1,118,940

 

 

 

100

%

 

$

1,440,575

 

 

 

100

%

 

The following table presents earnings by segment and reconciles segment earnings to consolidated net earnings:

 

 

 

Three-Months Ended March 31,

 

 

Six-Months Ended March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Aerospace

 

$

69,008

 

 

$

117,638

 

 

$

115,474

 

 

$

210,549

 

Industrial

 

 

27,871

 

 

 

25,972

 

 

 

60,759

 

 

 

54,202

 

Nonsegment expenses

 

 

(10,426

)

 

 

(28,131

)

 

 

(33,785

)

 

 

(79,202

)

Interest expense, net

 

 

(7,966

)

 

 

(8,280

)

 

 

(16,377

)

 

 

(16,802

)

Consolidated earnings before income taxes

 

 

78,487

 

 

 

107,199

 

 

 

126,071

 

 

 

168,747

 

Income tax expense

 

 

(10,174

)

 

 

(15,881

)

 

 

(16,188

)

 

 

(24,056

)

Consolidated net earnings

 

$

68,313

 

 

$

91,318

 

 

$

109,883

 

 

$

144,691

 

 

The following table presents segment earnings as a percent of segment net sales:

 

 

 

Three-Months Ended March 31,

 

 

Six-Months Ended March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Aerospace

 

 

18.9

%

 

 

24.8

%

 

 

16.8

%

 

 

22.2

%

Industrial

 

 

12.9

%

 

 

10.6

%

 

 

14.0

%

 

 

11.0

%

 

Aerospace

Aerospace segment net sales decreased by $109,530, or 23.1%, to $364,706 for the second quarter of fiscal year 2021, compared to $474,236 for the second quarter of fiscal year 2020.  Aerospace segment net sales decreased by $261,788, or 27.6%, to $686,373 for the first half of fiscal year 2021, compared to $948,161 for the same period of fiscal year 2020.  Sequentially, segment net sales increased by $43,039, or 13.4% for the second quarter of fiscal year 2021, compared to $321,667 for the first quarter of fiscal year 2021.  Segment net sales decreased from the prior fiscal year primarily as a result of lower commercial sales due to the decline in global passenger traffic and OEM production rates as a result of the global COVID-19 pandemic.  However, sequentially, commercial OEM and aftermarket sales increased from the first quarter of fiscal year 2021 as a result of increasing production rates and utilization, the return to service of the Boeing 737 MAX aircraft, and higher global passenger traffic.

Defense OEM sales decreased in the second quarter and first half of fiscal year 2021 compared to the same periods of fiscal year 2020, primarily driven by lower sales for guided weapons and fixed wing aircraft attributable in large part to absenteeism and supply chain disruptions as a result of the global COVID-19 pandemic, as well as a very strong quarter in the same periods of the prior fiscal year.  Our defense aftermarket sales were flat in the second quarter and first half of fiscal year 2021 compared to the same periods of fiscal year 2020, but remain strong as the U.S. Government has prioritized the combat readiness of existing military programs on which we have content.  

Aerospace segment earnings decreased by $48,630, or 41.3%, to $69,008 for the second quarter of fiscal year 2021, compared to $117,638 for the second quarter of fiscal year 2020.  Aerospace segment earnings decreased by $95,075, or 45.2%, to $115,474 for the first half of fiscal year 2021, compared to $210,549 for the first half of fiscal year 2020.

37


 

The decrease in Aerospace segment earnings for the second quarter and first half of fiscal year 2021 was due to the following:

 

 

 

Three-Month Period

 

 

Six-Month

Period

 

Earnings for the period ended March 31, 2020

 

$

117,638

 

 

$

210,549

 

Sales volume

 

 

(54,256

)

 

 

(127,085

)

Price, sales mix and productivity

 

 

(5,730

)

 

 

(1,593

)

Savings from cost reduction initiatives

 

 

7,388

 

 

 

19,410

 

Other, net

 

 

3,968

 

 

 

14,193

 

Earnings for the period ended March 31, 2021

 

$

69,008

 

 

$

115,474

 

 

Aerospace segment earnings as a percentage of segment net sales were 18.9% for the second quarter and 16.8% for the first half of fiscal year 2021, compared to 24.8% for the second quarter and 22.2% for the first half of fiscal year 2020.  The decrease in Aerospace segment earnings in the second quarter and the first half of fiscal year 2021 was primarily due to lower volume, including a significant decline in commercial aftermarket, as a result of the global COVID-19 pandemic, partially offset by savings from cost reduction initiatives.

Industrial

Industrial segment net sales decreased by $29,369, or 11.9%, to $216,615 for the second quarter of fiscal year 2021, compared to $245,984 for the second quarter of fiscal year 2020.  Industrial segment net sales for the second quarter of fiscal year 2021 increased by $1,998, or 0.9%, compared to Industrial segment net sales excluding the disposal group of $214,617 for the second quarter of fiscal year 2020.  Industrial segment net sales decreased by $59,847, or 12.2%, to $432,567 for the first half of fiscal year 2021, compared to $492,414 for the same period of fiscal year 2020.  Industrial segment net sales for the first half of fiscal year 2021 were flat compared to Industrial segment net sales excluding the disposal group of $432,480 for the first half of fiscal year 2020.  Foreign currency exchange rates had a favorable impact on segment net sales of $10,435 and $19,722 for the second quarter and first half of fiscal year 2021, respectively.

The decrease in Industrial segment net sales in the second quarter and first half of fiscal year 2021 was primarily due to the divestiture of the disposal group, lower sales volumes as a result of the weak oil and gas market and the ongoing impact of the global COVID-19 pandemic, partially offset by strong demand for natural gas powered trucks in China.  

Sales of fuel systems for natural gas powered trucks in China were up in the second quarter of fiscal year 2021, compared to the same period of the prior fiscal year.  We foresee continued growth in global energy demand moving forward, with the bulk of this expansion coming from developing economies in Asia, as increased emissions regulations continue to drive the shift to natural gas powered and cleaner burning diesel engines.  The industrial gas turbine market remained stable during the second quarter of fiscal year 2021 and we do not expect this market to be as negatively impacted by the global COVID-19 pandemic as other global energy markets due to low inventory levels and pent up demand for repair and overhaul.  

Industrial segment earnings increased by $1,899, or 7.3%, to $27,871 for the second quarter of fiscal year 2021, compared to $25,972 for the second quarter of fiscal year 2020.  Segment earnings increased by $6,557, or 12.1%, to $60,759 for the first half of fiscal year 2021, compared to $54,202 for the same period of fiscal year 2020.  There were no earnings for the disposal group in the second quarter and first half of fiscal year 2021 because the divestiture preceded the period.  Industrial segment earnings excluding the disposal group for the second quarter and first half of fiscal year 2020 were $24,870 and $50,854, respectively.

The increase in Industrial segment earnings for the second quarter and first half of fiscal year 2021 was due to the following:

 

 

 

Three-Month Period

 

 

Six-Month Period

 

Earnings for the period ended March 31, 2020

 

$

25,972

 

 

$

54,202

 

Sales volume

 

 

(8,357

)

 

 

(13,722

)

Price, sales mix and productivity

 

 

(2,648

)

 

 

(3,033

)

Savings from cost reduction initiatives

 

 

7,629

 

 

 

14,202

 

Effects of changes in foreign currency rates

 

 

1,661

 

 

 

3,360

 

Other, net

 

 

3,614

 

 

 

5,750

 

Earnings for the period ended March 31, 2021

 

$

27,871

 

 

$

60,759

 

38


 

 

 

Industrial segment earnings as a percentage of segment net sales were 12.9% for the second quarter and 14.0% for the first half of fiscal year 2021, compared to 10.6% for the second quarter and 11.0% for the first half of fiscal year 2020.  Industrial segment earnings excluding the disposal group were 11.6% and 11.8% of Industrial segment net sales excluding the disposal group for the second quarter and first half of fiscal year 2020, respectively.  The increase in Industrial segment earnings in the second quarter and first half of fiscal year 2021 was primarily due to savings from cost reduction initiatives and favorable effects from changes in foreign currency rates, partially offset by lower sales volume.  

Nonsegment

Nonsegment expenses decreased to $10,426 for the second quarter of fiscal year 2021, compared to $28,131 for the second quarter of fiscal year 2020.  Included in nonsegment expenses for the second quarter of fiscal year 2020 was merger and divestiture transaction costs of $16,922.  Aside from these items, nonsegment expenses decreased in the second quarter of fiscal year 2021 compared to the second quarter of fiscal year 2020 primarily due to savings from cost reduction initiatives.

Nonsegment expenses decreased to $33,785 for the first half of fiscal year 2021, compared to $79,202 for the first half of fiscal year 2020. Included in nonsegment expenses for the first half of fiscal year 2020 were merger and divestiture transaction costs of $16,922, and the impairment charge on assets held for sale associated with the divestiture of our Renewables Business in the amount of $37,902, partially offset by a gain on the sale of a portion of our property in Duarte, California in the amount of $13,552.  Aside from these items, the decrease in nonsegment expenses in the first half of fiscal year 2021 compared to the first half of fiscal year 2020 was primarily due to savings from cost reduction initiatives.

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have satisfied our working capital needs, as well as capital expenditures, product development and other liquidity requirements associated with our operations, with cash flow provided by operating activities and borrowings under our credit facilities.  From time to time, we have also issued debt to supplement our cash needs, repay our other indebtedness, or finance our acquisitions.  We continue to expect that cash generated from our operating activities, together with borrowings under our revolving credit facility and other borrowing capacity, will be sufficient to fund our continuing operating needs for the foreseeable future.

In addition to our revolving credit facility, we have various foreign credit facilities, some of which are tied to net amounts on deposit at certain foreign financial institutions.  These foreign credit facilities are reviewed annually for renewal.  We use borrowings under these foreign credit facilities to finance certain local operations on a periodic basis.  For further discussion of our revolving credit facility and our other credit facilities, see Note 15, Credit facilities, short-term borrowings and long-term debt in the Notes to the Condensed Consolidated Financial Statements in Part I, Item I of this Form 10-Q.

At March 31, 2021, we had total outstanding debt of $737,493 consisting of various series of unsecured notes due between 2023 and 2033 and obligations under our finance leases.  At March 31, 2021, we had additional borrowing availability of $989,131 under our revolving credit facility, net of outstanding letters of credit, and additional borrowing availability of $7,442 under various foreign credit facilities.

At March 31, 2021, we had no borrowings outstanding under our revolving credit facility.  We also had no borrowings or average daily balance outstanding under our revolving credit facility during the second quarter of fiscal year 2021.  Revolving credit facility and short-term borrowing activity during the six-months ended March 31, 2021 were as follows:

 

Maximum daily balance during the period

 

$

20,100

 

Average daily balance during the period

 

$

1,436

 

Weighted average interest rate on average daily balance

 

 

1.26

%

 

To our knowledge, we were in compliance with all our debt covenants as of March 31, 2021.  Additionally, we do not believe the current known impacts of the COVID-19 pandemic will affect our ability to remain in compliance with our debt covenants.  See Note 15, Credit facilities, short-term borrowings and long-term debt in the Notes to the Consolidated Financial Statements in Part II, Item 8 of our most recent 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, consideration of strategic acquisitions and other potential uses of cash.  

39


 

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 do not believe the current known impacts of the COVID-19 pandemic will impact our ability to satisfy our long-term debt obligations.

In November 2019, the Board terminated our prior stock repurchase program and replaced it with a new program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period ending in in 2022 (the “2019 Authorization).  In the first half of fiscal year 2021, we repurchased no shares of our common stock under the 2019 Authorization.  In the first half of fiscal year 2020, we repurchased 124 shares of our common stock for $13,346 under the 2019 Authorization.  

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 as a result of the COVID-19 pandemic or otherwise.

Cash Flows

 

 

 

Six-Months Ended March 31,

 

 

 

2021

 

 

2020

 

Net cash provided by operating activities

 

$

218,997

 

 

$

52,179

 

Net cash provided by investing activities

 

 

589

 

 

 

2,131

 

Net cash used in financing activities

 

 

(87,785

)

 

 

(48,462

)

Effect of exchange rate changes on cash and cash equivalents

 

 

2,524

 

 

 

(2,072

)

Net change in cash and cash equivalents

 

 

134,325

 

 

 

3,776

 

Cash and cash equivalents, including restricted cash, at beginning of year

 

 

153,270

 

 

 

99,073

 

Cash and cash equivalents, including restricted cash, at end of period

 

$

287,595

 

 

$

102,849

 

 

Net cash flows provided by operating activities for the first half of fiscal year 2021 was $218,997, compared to $52,179 for the same period of fiscal year 2020.  The increase in net cash provided by operating activities in the first half of fiscal year 2021 compared to the first half of the prior fiscal year is primarily attributable to the timing of cash payments to suppliers, as well as cash payments for annual bonuses and certain tax payments, both of which were paid in the first half of fiscal year 2020, but were not paid in the first half of fiscal year 2021.

Net cash flows provided by investing activities for the first half of fiscal year 2021 was $589, compared to $2,131 for the same period of fiscal year 2020.  The decrease in cash flows provided by investing activities in the first half of fiscal year 2021 compared to the first half of the prior fiscal year is primarily due to proceeds in the amount of $18,767 from the sale of a parcel of our Duarte real property recognized in the first half of fiscal year 2020, while no such proceeds were received in same period of fiscal year 2021, partially offset by lower payments for property, plant and equipment.

Net cash flows used in financing activities for the first half of fiscal year 2021 was $87,785, compared to $48,462 for the same period of fiscal year 2020.  The change in net cash flows used in financing activities in the first half of fiscal year 2021 compared to the first half of the prior fiscal year is primarily attributable to the change in net debt payments.  During the first half of fiscal year 2021, we had net debt payments in the amount of $100,835, compared to net debt payments in the amount of $20,317 in the first half of fiscal year 2020.  

Contractual Obligations

We have various contractual obligations, including obligations related to long-term debt, operating and finance leases, purchases, retirement pension benefit plans, and other postretirement benefit plans.  These contractual obligations are summarized and discussed more fully in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our most recent Form 10-K.

40


 

Non-U.S. GAAP Financial Measures

Adjusted net earnings, adjusted earnings per share, Industrial segment net sales excluding the disposal group, Industrial segment earnings excluding the disposal group, EBIT, adjusted EBIT, EBITDA, adjusted EBITDA, free cash flow, and adjusted free cash flow are financial measures not prepared and presented in accordance with U.S. GAAP.  However, we believe these non-U.S. GAAP financial measures provide additional information that enables readers to evaluate our business from the perspective of management.

Industrial segment net sales excluding the disposal group

The Company presents certain sales measures excluding the disposal group net sales, which it refers to as “excluding the disposal group”, for the prior year period to show the changes to Woodward’s historical business without the businesses included in the disposal group, which occurred in April 2020. The Company calculates Industrial segment net sales excluding net sales attributable to the disposal group by removing the net sales of the disposal group from the net sales of its Industrial segment. The Company believes that the exclusion of the disposal group net sales for the prior year period illustrates more clearly how the underlying business of its Industrial segment is performing in the current year period, as the disposal group sales are no longer related to the ongoing operations of the Industrial segment business. The Company’s definition of Industrial segment earnings and Industrial segment earnings excluding the disposal group is discussed below.

The reconciliation of Industrial segment net sales to Industrial segment net sales excluding the disposal group is shown in the table below:

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Industrial segment net sales (U.S. GAAP)

 

$

216,615

 

 

$

245,984

 

 

$

432,567

 

 

$

492,414

 

Disposal group net sales

 

 

 

 

 

31,367

 

 

 

 

 

 

59,934

 

Industrial segment net sales excluding the disposal group (Non-U.S. GAAP)

 

$

216,615

 

 

$

214,617

 

 

$

432,567

 

 

$

432,480

 

Earnings based non-U.S. GAAP financial measures

Adjusted net earnings is defined by the Company as net earnings excluding, as applicable, (i) the gain on sale of assets associated with the sale of the Company’s Duarte real property, (ii) the charge from the impairment of assets held for sale, and the losses from assets sold, associated with the Company’s divestiture of the disposal group, (iii) costs associated with the now-terminated merger agreement with Hexcel, and (iv) transaction costs associated with the divestiture of the disposal group.  The Company believes that these excluded items are short-term in nature, not directly related to the ongoing operations of the business and therefore, the exclusion of them illustrates more clearly how the underlying business of Woodward is performing.  Management uses adjusted net earnings to evaluate the Company’s performance excluding these infrequent or unusual period expenses that are not necessarily indicative of the Company’s operating performance for the period.  Management defines adjusted earnings per share as adjusted net earnings, as defined above, divided by the weighted-average number of diluted shares of common stock outstanding for the period.  Management uses both adjusted net earnings and adjusted earnings per share when comparing operating performance to other periods which may not have similar, infrequent or unusual charges.

The reconciliation of net earnings and earnings per share to adjusted net earnings and adjusted earnings per share, respectively, is shown in the tables below:

 

 

 

Three-Months Ended March 31,

 

 

 

2021

 

 

2020

 

 

 

Net Earnings

 

 

Earnings Per Share

 

 

Net Earnings

 

 

Earnings Per Share

 

Net earnings (U.S. GAAP)

 

$

68,313

 

 

$

1.04

 

 

$

91,318

 

 

$

1.41

 

Non-U.S. GAAP adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger and divestiture transaction costs, net of tax

 

 

 

 

 

 

 

 

12,734

 

 

 

0.20

 

Non-U.S. GAAP adjustments

 

 

 

 

 

 

 

 

12,734

 

 

 

0.20

 

Adjusted net earnings (Non-U.S. GAAP)

 

$

68,313

 

 

$

1.04

 

 

$

104,052

 

 

$

1.61

 

 

41


 

 

 

 

Six-Months Ended March 31,

 

 

 

2021

 

 

2020

 

 

 

Net

Earnings

 

 

Earnings

Per Share

 

 

Net

Earnings

 

 

Earnings

Per Share

 

Net earnings (U.S. GAAP)

 

$

109,883

 

 

$

1.68

 

 

$

144,691

 

 

$

2.24

 

Non-U.S. GAAP adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of Duarte facility, net of tax

 

 

 

 

 

 

 

 

(10,175

)

 

 

(0.16

)

Impairment from assets sold, net of tax

 

 

 

 

 

 

 

 

28,016

 

 

 

0.43

 

Merger and divestiture transaction costs, net of tax

 

 

 

 

 

 

 

 

12,734

 

 

 

0.20

 

Total non-U.S. GAAP adjustments

 

 

 

 

 

 

 

 

30,575

 

 

 

0.47

 

Adjusted net earnings (Non-U.S. GAAP)

 

$

109,883

 

 

$

1.68

 

 

$

175,266

 

 

$

2.71

 

Industrial segment earnings excluding the disposal group

The Company also presents certain earnings measures excluding the disposal group for the prior year period to more clearly show how the underlying business of its Industrial segment is performing in the current period.  Industrial segment earnings excluding the disposal group is defined by the Company as Industrial segment earnings excluding the earnings or losses related to businesses included in the disposal group.  The Company believes that these earnings or losses are no longer related to the ongoing operations of the Industrial segment business and therefore, the exclusion of these earnings illustrates more clearly how the underlying business of Woodward’s Industrial segment is performing.  Industrial segment earnings excluding the disposal group as a percentage of Industrial segment net sales excluding the disposal group is defined by management as the percentage of segment earnings compared to segment net sales excluding the earnings (or losses) and net sales related to businesses included in the disposal group.  

The reconciliation of Industrial segment earnings to Industrial segment earnings excluding the disposal group is shown in the table below:

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Industrial segment earnings (U.S. GAAP)

 

$

27,871

 

 

$

25,972

 

 

$

60,759

 

 

$

54,202

 

Disposal group earnings

 

 

 

 

 

1,102

 

 

 

 

 

 

3,350

 

Industrial segment earnings excluding the disposal group (Non-U.S. GAAP)

 

$

27,871

 

 

$

24,870

 

 

$

60,759

 

 

$

50,852

 

 

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) the gain on sale of assets associated will the sale of the Company’s Duarte real property, (ii) the charge from the impairment of assets held for sale, and the losses from assets sold, associated with the Company’s divestiture of its disposal group, (iii) costs associated with the now-terminated merger agreement with Hexcel, and (iv) transaction costs associated with the divestiture of the disposal group.  As these gains and charges are infrequent or unusual items that can be variable from period to period and do not fluctuate with operating results, management believes that by removing these gains and charges from EBIT and EBITDA it improves comparability of past, present and future operating results and provides consistency when comparing EBIT and EBITDA between periods.

42


 

EBIT and adjusted EBIT reconciled to net earnings were as follows:

 

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net earnings (U.S. GAAP)

 

$

68,313

 

 

$

91,318

 

 

$

109,883

 

 

$

144,691

 

Income tax expense

 

 

10,174

 

 

 

15,881

 

 

 

16,188

 

 

 

24,056

 

Interest expense

 

 

8,249

 

 

 

8,756

 

 

 

17,155

 

 

 

17,765

 

Interest income

 

 

(283

)

 

 

(476

)

 

 

(778

)

 

 

(963

)

EBIT (Non-U.S. GAAP)

 

 

86,453

 

 

 

115,479

 

 

 

142,448

 

 

 

185,549

 

Non-U.S. GAAP adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of Duarte facility

 

 

 

 

 

 

 

 

 

 

 

(13,522

)

Impairment from assets sold

 

 

 

 

 

 

 

 

 

 

 

37,902

 

Merger and divestiture transaction costs

 

 

 

 

 

16,922

 

 

 

 

 

 

16,922

 

Total non-U.S. GAAP adjustments

 

 

 

 

 

16,922

 

 

 

 

 

 

41,302

 

Adjusted EBIT (Non-U.S. GAAP)

 

$

86,453

 

 

$

132,401

 

 

$

142,448

 

 

$

226,851

 

EBITDA and adjusted EBITDA reconciled to net earnings were as follows:

 

 

Three-Months Ended

March 31,

 

 

Six-Months Ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net earnings (U.S. GAAP)

 

$

68,313

 

 

$

91,318

 

 

$

109,883

 

 

$

144,691

 

Income tax expense

 

 

10,174

 

 

 

15,881

 

 

 

16,188

 

 

 

24,056

 

Interest expense

 

 

8,249

 

 

 

8,756

 

 

 

17,155

 

 

 

17,765

 

Interest income

 

 

(283

)

 

 

(476

)

 

 

(778

)

 

 

(963

)

Amortization of intangible assets

 

 

10,560

 

 

 

9,848

 

 

 

21,029

 

 

 

19,753

 

Depreciation expense

 

 

21,919

 

 

 

23,177

 

 

 

44,527

 

 

 

45,723

 

EBITDA (Non-U.S. GAAP)

 

 

118,932

 

 

 

148,504

 

 

 

208,004

 

 

 

251,025

 

Non-U.S. GAAP adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of Duarte facility

 

 

 

 

 

 

 

 

 

 

 

(13,522

)

Impairment from assets sold

 

 

 

 

 

 

 

 

 

 

 

37,902

 

Merger and divestiture transaction costs

 

 

 

 

 

16,922

 

 

 

 

 

 

16,922

 

Total non-U.S. GAAP adjustments

 

 

 

 

 

16,922

 

 

 

 

 

 

41,302

 

Adjusted EBITDA (Non-U.S. GAAP)

 

$

118,932

 

 

$

165,426

 

 

$

208,004

 

 

$

292,327

 

 

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, Industrial segment earnings excluding the disposal group, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA exclude certain financial information compared with net earnings, the most comparable U.S. GAAP financial measure, users of this financial information should consider the information that is excluded.  Our calculations of adjusted net earnings, adjusted net earnings per share, Industrial segment earnings excluding the disposal group, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures.

Cash flow-based non-U.S. GAAP financial measures  

Management uses free cash flow, which is defined by the Company as net cash flows provided by operating activities less payments for property, plant and equipment, in reviewing the financial performance of and cash generation by Woodward’s various business groups and evaluating cash levels.  We believe free cash flow is a useful measure for investors because it portrays our ability to grow organically and generate cash from our businesses for purposes such as paying interest on our indebtedness, repaying maturing debt, funding business acquisitions, investing in research and development, purchasing our common stock, and paying dividends.  In addition, securities analysts, investors, and others frequently use free cash flow in their evaluation of companies.  

43


 

Adjusted free cash flow represents a further non-U.S. GAAP adjustment to free cash flow the prior year period to include cash proceeds received from the sale of real property located at our former operations in Duarte, California and exclude cash paid for merger and divestiture related transaction costs.  Management believes that by including or excluding these items, as applicable, in free cash flow it better portrays the cash impact from our fiscal year 2018 decision to relocate our Duarte, California operations to the renovated Drake Campus in Fort Collins, Colorado and excludes the infrequent or unusual cash payments for merger and divestiture transaction costs, which are not indicative of the Company’s operating performance for the period.

The use of these non-U.S. GAAP financial measures is not intended to be considered in isolation of, or as substitutes for, the financial information prepared and presented in accordance with U.S. GAAP.  Free cash flow and adjusted free cash flow do not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs.  Our calculation of free cash flow and adjusted free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as a comparative measure.

Free cash flow and adjusted free cash flow reconciled to net cash provided by operating activities were as follows:

 

 

 

Six-Months Ended March 31,

 

 

 

2021

 

 

2020

 

Net cash provided by operating activities (U.S. GAAP)

 

$

218,997

 

 

$

52,179

 

Payments for property, plant and equipment

 

 

(13,313

)

 

 

(29,361

)

Free cash flow (Non-U.S. GAAP)

 

 

205,684

 

 

 

22,818

 

Cash proceeds from the sale of the Duarte facility

 

 

 

 

 

18,767

 

Cash paid for merger and divestiture transaction costs

 

 

 

 

 

13,074

 

Adjusted free cash flow (Non-U.S. GAAP)

 

$

205,684

 

 

$

54,659

 

 

CRITICAL ACCOUNTING POLICIES AND 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, to the Consolidated Financial Statements in our most recent 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 recent Form 10-K, include the discussion of estimates used for revenue recognition, inventory valuation, reviews for impairment of goodwill and other long-lived assets, postretirement benefit obligations, and our provision for income taxes.  Such accounting policies and 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.

Off-Balance Sheet Arrangements

As of March 31, 2021, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC, that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues, or expenses, results of operations, liquidity, capital expenditures, or capital resources, that are material to investors.

44


 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we have exposures to interest rate risk from our long-term and short-term debt and our postretirement benefit plans, and foreign currency exchange rate risk related to our foreign operations and foreign currency transactions.  We are also exposed to various market risks that arise from transactions entered into in the normal course of business related to items such as the cost of raw materials and changes in inflation.  Certain contractual relationships with customers and vendors mitigate risks from changes in raw material costs and foreign currency exchange rate changes that arise from normal purchasing and normal sales activities.

These market risks are discussed more fully in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our most recent Form 10-K.  These market risks have not materially changed since the date our most recent Form 10-K was filed with the SEC.

Item 4.

Controls and Procedures

We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.  These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Act is accumulated and communicated to management, including our Principal Executive Officer (Thomas A. Gendron, Chairman of the Board, Chief Executive Officer and President) and Principal Financial and Accounting Officer (Robert F. Weber, Jr., Vice Chairman and Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.

Thomas A. Gendron and Robert F. Weber, Jr., evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on their evaluations, they concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2021.

There have not been any significant changes in our internal controls over financial reporting during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

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.

45


 

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)

 

January 1, 2021 through January 31, 2021

 

 

25

 

 

$

111.95

 

 

 

 

 

$

486,654

 

February 1, 2021 through February 28, 2021 (2)

 

 

128,741

 

 

 

116.00

 

 

 

128,443

 

 

 

471,754

 

March 1, 2021 through March 31, 2021 (2)

 

 

23

 

 

 

120.63

 

 

 

 

 

 

471,754

 

 

 

(1)

In November 2019, the Board approved a stock repurchase program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that will end in November 2022.

 

(2)

Under a trust established for the purposes of administering the Woodward Executive Benefit Plan, 25 shares of common stock were acquired in January 2021, 25 shares of common stock were acquired in February 2021, and 23 shares of common stock were acquired in March 2021 on the open market related to the deferral of compensation by certain eligible members of Woodward’s management who irrevocably elected to invest some or all of their deferred compensation in Woodward common stock.  In addition, 273 shares of common stock were acquired in February 2021 on the open market related to the reinvestment of dividends for shares of treasury stock held for deferred compensation.  Shares owned by the trust, which is a separate legal entity, are included in "Treasury stock held for deferred compensation" in the Condensed Consolidated Balance Sheets.

Item 6.

Exhibits

Exhibits filed as part of this Report are listed in the Exhibit Index.

WOODWARD, INC.

EXHIBIT INDEX

 

 

Exhibit

Number

Description

 

10.1

Amended and Restated Woodward, Inc. Incentive Plan (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 2, 2021)

*

31.1

Rule 13a-14(a)/15d-14(a) certification of Thomas A. Gendron

*

31.2

Rule 13a-14(a)/15d-14(a) certification of Robert F. Weber, Jr.

*

32.1

Section 1350 certifications

*

101

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Earnings, (iii) Condensed Consolidated Statements of Comprehensive Earnings, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements.

*

104

Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*

Filed as an exhibit to this Report

46


 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WOODWARD, INC.

Date:  May 4, 2021

 

/s/ Thomas A. Gendron

 

 

Thomas A. Gendron

 

 

Chairman of the Board, Chief Executive Officer, and President

(on behalf of the registrant and as the registrant’s Principal Executive Officer)

 

 

 

Date:  May 4, 2021

 

/s/ Robert F. Weber, Jr.

 

 

Robert F. Weber, Jr.

 

 

Vice Chairman and Chief Financial Officer

(on behalf of the registrant and as the registrant’s

Principal Financial and Accounting Officer)

 

47