WWD Woodward Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  November 25, 2024

_______________________________

Woodward, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

1081 Woodward Way

Fort Collins, Colorado 80524

(Address of Principal Executive Offices) (Zip Code)

(970) 482-5811

(Registrant's telephone number, including area code)

Not Applicable

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

_______________________________

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

Securities registered pursuant to Section 12(b) of the Act:

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SIGNATURE

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

EXHIBIT 99.1

Woodward Reports Record Sales & Earnings for Fiscal Year 2024

2025 guidance reflects growth in key Aerospace and Industrial markets

FORT COLLINS, Colo., Nov. 25, 2024 (GLOBE NEWSWIRE) -- Woodward, Inc. (NASDAQ: WWD) today reported financial results for its fiscal year 2024 and fourth quarter ending September 30, 2024.

All amounts are presented on an as reported (U.S. GAAP) basis unless otherwise indicated. All per share amounts are presented on a fully diluted basis. All comparisons are made to the same period of the prior year unless otherwise stated. All references to years are references to the Company’s fiscal year unless otherwise stated.

"We delivered record sales in fiscal 2024 with Woodward revenue exceeding $3 billion for the first time. Robust end market demand along with contributions from operational excellence fueled significant sales growth and earnings expansion,” said Chip Blankenship, Chairman and Chief Executive Officer. “In Aerospace, both commercial and defense OEM sales increased due to capacity improvements to meet customer demand, and commercial and defense aftermarket sales increased due to continued high aircraft utilization. Our Industrial business benefitted from increased sales in power generation and transportation. Our performance over the last year reflects the hard work and dedication of Woodward members to deliver on our value proposition and fulfill our purpose.

We enter fiscal 2025 with strong momentum. In Aerospace, we anticipate increasing revenue and margin expansion driven by continued strength in commercial markets and increased defense activity. In Industrial, we expect broad-based market strength in power generation and marine transportation, offset by a significant decline in sales related to China on-highway natural gas trucks. We remain focused on growth, operational excellence and innovation to drive shareholder value.”

Fiscal 2024 Key Highlights

• Completed $55 million, multi-year transformation of Aerospace Maintenance, Repair and Overhaul (MRO) facility in Loves Park, Illinois, to prepare for aftermarket growth
• Signed three MRO agreements:
  • To continue servicing Woodward-manufactured components for Lufthansa Technik
  • To be exclusive Thrust Reverser Actuation System (TRAS) MRO contractor for CF34-10E powered fleet for Australia-based Alliance Airlines
  • For Turkish Technic to join Woodward’s global licensed asset management provider network, in support of the growing LEAP fleet
• Expanded participation in next generation aircraft development and demonstrator projects:
  • Selected as rotary actuation technology provider for the NASA and Boeing Transonic Truss-braced Wing X-66A aircraft demonstrator
  • Selected to provide Trim Control Module for JetZero Blended Wing Body Demonstrator
• Broke ground on Glatten, Germany, expansion to add capacity to support power generation and transportation growth
• Continued progress in automation and operational excellence through the installation of additional industrial robots and cobots

The increase in segment earnings in the fourth quarter was primarily a result of price realization and higher volume, partially offset by inflation. The increase in segment earnings for the year was a result of price realization and higher volume, partially offset by inflation.

The decrease in segment earnings in the fourth quarter was primarily a result of lower volume and unfavorable mix, partially offset by price realization. The increase in segment earnings for the year was a result of price realization and higher volume, partially offset by unfavorable mix.

Woodward’s fiscal 2025 guidance includes a continued strong demand environment and improving operational performance throughout the year. The Aerospace segment guidance includes increasing revenue and margin expansion driven by continued strength in commercial markets and increased defense activity. The Industrial segment guidance includes broad-based market strength in power generation and marine transportation, offset by a significant decline in sales related to China on-highway natural gas trucks. Our fiscal year 2025 guidance includes $40 million in sales related to China on-highway natural gas trucks, which would be a year-over-year decline of approximately $175 million.

Woodward will hold an investor conference call at 5:00 p.m. EST, November 25, 2024, to provide an overview of the financial performance for its fiscal year 2024 and fourth quarter ending September 30, 2024, business highlights, and outlook for fiscal 2025. You are invited to listen to the live webcast of our conference call, or a recording, and view or download accompanying presentation slides at our website, www.woodward.com².

You may also listen to the call by dialing 1-800-715-9871 (domestic) or 1-646-307-1963 (international). Participants should call prior to the start time to allow for registration; the Conference ID is 4675940. The call and presentation will be available on the website by selecting “Investors/Events & Presentations” from the menu and will remain accessible on the company’s website for one year.

About Woodward, Inc.

Woodward is the global leader in the design, manufacture, and service of energy conversion and control solutions for the aerospace and industrial equipment markets. Our purpose is to design and deliver energy control solutions our partners count on to power a clean future. Our innovative fluid, combustion, electrical, propulsion and motion control systems perform in some of the world’s harshest environments. Woodward is a global company headquartered in Fort Collins, Colorado, USA. Visit our website at www.woodward.com.

Cautionary Statement

Information in this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to, anticipated continued strong demand, continued improvements in our operational performance, the results of our ongoing focus on growth, operational excellence and innovation, including whether such focus ultimately leads to long-term term success and enhanced shareholder value, and statements regarding our business and guidance for fiscal year 2025, including our guidance for sales, segment sales as compared to the prior fiscal year, earnings per share, segment earnings margin, effective tax rate, free cash flow, capital expenditures, and diluted weighted average shares outstanding, as well as our assumptions regarding our guidance, anticipated trends in our business and markets, including increased revenue and margin expansion in our Aerospace segment, strength in commercial aerospace markets, defense activity in our Aerospace segment, broad-based market strength in power generation and marine transportation in our Industrial segment, anticipated weakness in the China on-highway natural gas truck market, including our assumptions regarding sales and demand in fiscal 2025. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements include, but are not limited to: (1) global economic uncertainty and instability, including in the financial markets that affect Woodward, its customers, and its supply chain; (2) risks related to constraints and disruptions in the global supply chain and labor markets; (3) Woodward’s long sales cycle; (4) risks related to Woodward’s concentration of revenue among a relatively small number of customers; (5) Woodward’s ability to implement and realize the intended effects of any restructuring efforts; (6) Woodward’s ability to successfully manage competitive factors including expenses and fluctuations in sales; (7) changes and consolidations in the aerospace market; (8) Woodward’s financial obligations including debt obligations and tax expenses and exposures; (9) risks related to Woodward’s U.S. government contracting activities including potential changes in government spending patterns; (10) Woodward’s ability to protect its intellectual property rights and avoid infringing the intellectual property rights of others; (11) changes in the estimates of fair value of reporting units or of long-lived assets; (12) environmental risks; (13) Woodward’s continued access to a stable workforce and favorable labor relations with its employees; (14) Woodward’s ability to manage various regulatory and legal matters; (15) risks from operating internationally; (16) cybersecurity and other technological risks; and other risk factors and risks described in Woodward's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2023, any subsequently filed Quarterly Report on Form 10-Q, as well as its Annual Report on Form 10-K for the year ended September 30, 2024, which we expect to file shortly, and other risks described in Woodward’s filings with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date hereof and Woodward assumes no obligation to update such statements, except as required by applicable law.

¹Adjusted and Non-U.S. GAAP Financial Measures: Adjusted net earnings, adjusted earnings per share, adjusted EBIT, adjusted EBITDA, adjusted effective tax rate, and adjusted nonsegment expenses exclude, as applicable, (i) a non-recurring gain related to a previous acquisition, (ii) costs related to business development activities, (iii) non-recurring charge related to a previous acquisition, (iv) certain non-restructuring separation costs, (v) a specific charge for excess and obsolete inventory, (vi) product rationalization, (vii) a non-recurring charge related to customer collections, and (viii) restructuring charges. The product rationalization adjustment pertains to a non-recurring write-off of inventory and assets related to the elimination of certain product lines. The specific charge for excess and obsolete inventory pertains to a non-recurring process change that resulted in the identification and write down of certain excess inventory unrelated to product rationalization. The non-recurring charge related to customer collections pertains to a discrete process issue that was identified and corrected. The Company believes that these excluded items are short‐term in nature, not directly related to the ongoing operations of the business, and therefore, the exclusion of them illustrates more clearly how the underlying business of Woodward is performing. Adjusted free cash flow is free cash flow (defined below) minus cash received for a non-recurring matter related to a previous acquisition, plus cash paid for (i) business development activities, (ii) a non-recurring matter unrelated to the ongoing operations of the business, (iii) certain non-restructuring separation costs and (iv) restructuring charges. Management believes these adjustments to free cash flow better portray Woodward’s operating performance.

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

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

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