<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K-A
AMENDMENT TO REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
CUBIC CORPORATION
Exact Name of Registrant as Specified in its Charter
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K as set
forth in the pages attached hereto:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a). Financial Statements of Business Acquired
(b). Pro Forma Financial Information
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CUBIC CORPORATION
By: /s/ Thomas A. Baz
---------------------------------------
Thomas A. Baz
Vice President and Controller
Dated: June 21, 1994.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements, pro forma financial information and
exhibits are filed as a part of this report.
a. Financial statements of the business acquired, prepared pursuant to
Rule 3.05 of Regulation S-X and provided to the Registrant by The Titan
Corporation.
Audited financial statements of The Applications Group of The Titan
Corporation (Titan Applications Group).
Report of Arthur Andersen & Co., Certified Public Accountants
See page 5
Statement of Certain Specified Assets and Liabilities -- as of
October 1, 1993
See page 6
Statements of Operating Income -- for the nine month period ended
October 1, 1993 and the years ended December 31, 1992, 1991 and 1990
See page 7
Notes to Statement of Certain Specified Assets and Liabilities and
Statements of Operating Income
See page 8
Unaudited condensed interim financial statements of Titan Applications
Group.
Statement of Certain Specified Assets and Liabilities -- as of
March 31, 1994
See page 11
Statement of Operating Income -- Six months ended March 31, 1994
See page 12
1
<PAGE>
b. Pro forma financial information required pursuant to Article 11 of
Regulation S-X.
Cubic Corporation and Titan Applications Group Pro Forma Condensed
Combined Financial Statements (Unaudited).
Pro Forma Condensed Combined Balance Sheet -- March 31, 1994
See page 14
Pro Forma Condensed Combined Statement of Income -- Year ended
September 30, 1993
See page 15
Pro Forma Condensed Combined Statement of Income -- Six months ended
March 31, 1994
See page 16
Notes to Pro Forma Condensed Combined Financial Statements
See page 17
c. Exhibits
Exhibit 23 -- Consent of independent public accountants.
2
<PAGE>
a. FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED
The financial statements presented herein include all of the pertinent
information available related to the assets acquired and liabilities assumed,
but do not include all of the financial statements required by Rule 3.05 of
Regulation S-X. It would not be practicable to provide such financial
statements because the assets acquired and the liabilities assumed do not
represent a separate entity but were commingled with other assets and
liabilities of The Titan Corporation.
The Titan Corporation prepared, and its independent accountants audited, a
special report of the assets and liabilities which it intended to sell along
with a statement reflecting the results of operations related to those
specified assets and liabilities. These audited financial statements are
presented herein. A complete set of financial statements prepared in
accordance with generally accepted accounting principles would also have
included a complete income statement, statement of equity and a statement of
cash flows. It would not be possible to prepare such statements without making
numerous assumptions as to the transactions which might have taken place had
the business involved been a separate entity. Therefore, such statements would
be both time and cost prohibitive to prepare as they would require the re-
creation of past history.
3
<PAGE>
TITAN
Titan Applications Group
Statement of Certain Specified Assets and Liabilities
As of October 1, 1993,
and Statements of Operating Income,
For the Nine Month Period Ended October 1, 1993
and the Years Ended December 31, 1992, 1991 and 1990
Together With Auditors' Report
4
<PAGE>
ARTHUR ANDERSEN & CO.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Management
of The Titan Corporation:
We have audited the accompanying statement of certain specified assets and
liabilities of the Titan Applications Group, an operating group of The Titan
Corporation (a Delaware Corporation) as of October 1, 1993, and the statements
of operating income for the nine-month period ended October 1, 1993 and for the
years ended December 31, 1992, 1991 and 1990. These statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits of the Titan
Applications Group.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The financial statements have been prepared in contemplation of a sale through
Banker's Trust of certain specified assets and liabilities of the Titan
Applications Group, described in Note 1, and is not intended to be a complete
presentation of the Titan Applications Group's assets and liabilities.
In our opinion, the financial statements referred to above present fairly, in
all material respects, certain specified assets and liabilities of the Titan
Applications Group of The Titan Corporation as of October 1, 1993, as defined
by management as referred to in Note 1 of the notes to the financial statements,
and the results of operations for the nine-month period ended October 1, 1993,
and for the years ended December 31, 1992, 1991 and 1990, in conformity with
generally accepted accounting principles.
As explained in note 5 to these statements, on March 5, 1994, the Titan
Corporation entered into an agreement to sell the Applications Group.
Washington, D.C.,
November 17, 1993 /s/ Arthur Andersen & Co.
(except with respect
to the matter discussed
in Note 5, as to which
the date is March 5, 1994).
5
<PAGE>
TITAN APPLICATIONS GROUP
------------------------
STATEMENT OF CERTAIN SPECIFIED ASSETS AND LIABILITIES
-----------------------------------------------------
AS OF OCTOBER 1, 1993
---------------------
ASSETS
------
<TABLE>
<S> <C>
CURRENT ASSETS:
Billed accounts receivable $3,519,169
Unbilled accounts receivable 2,976,016
Prepaid expenses and other current assets 249,722
----------
Total current assets 6,744,907
----------
PROPERTY AND EQUIPMENT:
Office equipment 594,857
Furniture and fixtures 70,228
----------
665,085
Less - Accumulated depreciation (351,779)
----------
Net property and equipment 313,306
----------
Total assets $7,058,213
==========
</TABLE>
LIABILITIES AND CORPORATE EQUITY
--------------------------------
<TABLE>
<S> <C>
CURRENT LIABILITIES:
Accounts payable $1,985,680
Billings in excess of revenue recognized 1,409,194
Accrued liabilities 1,004,372
----------
Total current liabilities 4,399,246
COMMITMENTS AND CONTINGENCIES (Note 4)
TITAN CORPORATE EQUITY IN TITAN APPLICATIONS GROUP 2,658,967
----------
Total liabilities and corporate equity $7,058,213
==========
</TABLE>
The accompanying notes are an integral part of this statement of certain
specified assets and liabilities and corporate equity.
6
<PAGE>
TITAN APPLICATIONS GROUP
------------------------
STATEMENTS OF OPERATING INCOME
------------------------------
<TABLE>
<CAPTION>
Nine-Month
Period
Ended Year Ended December 31,
October 1, ---------------------------------------
1993 1992 1991 1990
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES $21,462,659 $15,262,310 $11,647,668 $7,048,129
COSTS AND EXPENSES:
Cost of revenues 18,236,929 12,505,859 9,573,212 5,826,101
Selling, general and
administrative 1,728,249 1,504,303 1,253,543 925,057
----------- ----------- ----------- ----------
OPERATING INCOME $ 1,497,481 $ 1,252,148 $ 820,913 $ 296,971
=========== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of
these statements of operating income.
7
<PAGE>
TITAN APPLICATIONS GROUP
------------------------
NOTES TO STATEMENT OF CERTAIN SPECIFIED ASSETS AND LIABILITIES
--------------------------------------------------------------
AND STATEMENTS OF OPERATING INCOME
-----------------------------------
1. BASIS OF PRESENTATION:
----------------------
These statements have been prepared in contemplation of the sale of the Titan
Applications Group ("Applications") of The Titan Corporation, a public
corporation. Refer to filings with the Securities and Exchange Commission for
additional information regarding The Titan Corporation. The statement of
certain specified assets and liabilities and statements of operating income
reflect the assets and liabilities and results of operation of Applications, as
defined by management. The contracts upon which historical results are based
may differ from those which will be transferred upon the sale of Applications.
Applications is an operating group of The Titan Corporation and allocation of
administrative and corporate expenses have been included in the results of
operations. The liability for these services is included in Titan Corporate
Equity in Titan Applications Group. All other significant intergroup
transactions and balances have been eliminated.
Applications is an operating group of The Titan Corporation and is dependent on
administrative support from The Titan Corporation. This presentation is not
intended to and does not portray a stand-alone operating group.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Revenue Recognition
- - -------------------
Applications' revenues are derived from products manufactured and services
performed under cost-reimbursable contracts (70% of revenues for the nine month
period ended October 1, 1993 and 53%, 65% and 91% for the years ended December
31, 1992, 1991, and 1990 , respectively), fixed-price contracts (29% of revenues
for the nine month period ended December 31, 1992, 1991, and 1990, respectively)
and time and materials contracts (1% for the nine month period ended October 1,
1993 and 0%, 3%, and 1% for the years ended December 31, 1992, 1991, and 1990,
respectively). Revenues are generally recognized using the percentage-of-
completion method. Estimated contract losses are fully charged to operations
when identified by operating management.
Property and Equipment
- - ----------------------
Property and equipment are stated at cost. Depreciation is provided using the
straight-line method, with estimated useful lives ranging from three to five
years for office equipment and furniture and fixtures.
8
<PAGE>
Income Taxes
- - ------------
No provision for income taxes has been made in these statements as Applications
is part of The Titan Corporation which has elected not to have a tax sharing
allocation to its groups.
3. OTHER FINANCIAL DATA:
---------------------
Unbilled Accounts Receivable
- - ----------------------------
Unbilled accounts receivable represent work-in-process which will be billed in
accordance with contract terms and delivery schedules. Also included in
unbilled accounts receivable are amounts billable upon final execution of
contracts, contract completion, milestones or completion of rate negotiations.
Substantially all unbilled receivables at October 1, 1993 are expected to be
collected within one year. Revenues have been recorded for performance on
certain U.S. government contracts based on actual rates. These rates are
subject to audit by the Defense Contract Audit Agency. Management does not
anticipate any material variance from these rates upon final settlement.
Amounts included in unbilled accounts receivable are as follows:
<TABLE>
<S> <C>
Billable $2,757,391
Retentions 114,226
Milestones 88,733
Other 15,666
----------
Total unbilled accounts receivable $2,976,016
==========
Accrued Liabilities
- - -------------------
Amounts included in accrued liabilities are as follows:
Accrued salaries $ 244,532
Accrued vacation 449,523
Accrued bonus 187,050
Other payroll liabilities 86,076
Other accrued liabilities 37,191
----------
$1,004,372
==========
</TABLE>
Intracompany Transactions/Related Parties
- - -----------------------------------------
The Titan Corporation has historically provided a substantial portion of the
general and administrative services for Applications. General and
administrative costs are allocated to Applications from the Titan Corporation.
The general and administrative services provided by the Titan Corporation may
not be available at the same rates upon sale of Applications.
9
<PAGE>
Applications serves as the prime or the subcontractor on certain contracts with
other divisions of The Titan Corporation. Fees on intracompany contracts were
not material. These contracts may not be available or may not be available
under similar terms in the future. Intracompany contract activity is as
follows.
<TABLE>
<CAPTION>
Nine-Month
Period
Ended Year Ended December 31,
October 1, --------------------------------
1993 1992 1991 1990
---------- ---------- --------- --------
<S> <C> <C> <C> <C>
Subcontract work performed by
Applications for other
Titan Divisions $1,100,000 $559,000 $725,000 $58,000
========== ======== ======== =======
Charges to Applications' prime
contracts by other Titan
Divisions $ 240,000 $646,000 $312,000 $51,000
========== ======== ======== =======
</TABLE>
4. COMMITMENTS AND CONTINGENCIES:
------------------------------
The Titan Corporation and Applications are subject to contract award protests,
disputes and litigation in the normal course of business. In management's
opinion, the resolution of existing protests, disputes and litigation will not
result in any material impact on the reported results in the accompanying
statements.
Rental expense for the nine-months ending October 1, 1993, and the years ended
December 31, 1992, 1991 and 1990, under operating lease arrangements,
principally facilities leases, was $89,000, $101,000, $90,000 and $48,000,
respectively. These leases generally include renewal options and require
minimum payments as follows. These future minimum payments do not include
immaterial costs for Titan Corporation space which Applications occupies.
<TABLE>
<S> <C>
1994 $185,880
1995 146,804
1996 142,308
1997 137,813
1998 114,843
Thereafter -
--------
$727,648
========
</TABLE>
5. SUBSEQUENT EVENT
----------------
On March 5, 1994, the Company entered into an agreement to sell Applications for
approximately $21 million, subject to certain post-closing adjustments.
10
<PAGE>
TITAN APPLICATIONS GROUP
CONDENSED STATEMENT OF CERTAIN SPECIFIED ASSETS AND LIABILITIES
(UNAUDITED)
March 31, 1994
(thousands of dollars)
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 78
Accounts receivable 7,062
Other current assets 376
------
Total current assets 7,516
Property and equipment -- net 484
Other assets 12
------
$8,012
======
LIABILITIES AND CORPORATE EQUITY
Accounts payable and other current liabilities $3,953
Titan corporate equity in Titan Applications Group 4,059
------
$8,012
======
</TABLE>
11
<PAGE>
TITAN APPLICATIONS GROUP
CONDENSED STATEMENT OF OPERATING INCOME (UNAUDITED)
Six months ended March 31, 1994
(thousands of dollars)
<TABLE>
<CAPTION>
<S> <C>
Revenues $21,459
Costs and expenses:
Cost of revenues 17,955
Selling, general and administrative expenses 1,502
-------
19,457
-------
Operating Income $ 2,002
=======
</TABLE>
12
<PAGE>
b. PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined balance sheet as of March 31, 1994
gives effect to the acquisition of the Titan Applications Group by Cubic
Corporation as if the acquisition had occurred on March 31, 1994. The
unaudited pro forma condensed combined statements of income for the year ended
September 30, 1993 and six months ended March 31, 1994, give effect to the
acquisition as if it had occurred on October 1, 1992. The proforma financial
statements have been prepared utilizing the September 30, 1993 audited
financial statements of Cubic Corporation, the October 1, 1993 audited
financial statements of Titan Applications Group and the unaudited interim
financial statements of both entities for the six month period ended March 31,
1994.
The Statement of Operating Income of Titan Applications Group for the period
October 1, 1993 through December 31, 1993 is included in both the pro forma
statements of income for the year ended September 30, 1993 and the six months
ended March 31, 1994. Sales and operating income for this three-month period
amounted to $10,606,000 and $1,371,000 respectively.
These pro forma financial statements may not be indicative of the results that
actually would have occurred if the acquisition had taken place on the dates
indicated or which may be obtained in the future. The pro forma financial
statements should be read in conjunction with the notes thereto, and with the
audited financial statements of Cubic Corporation and Titan Applications Group.
13
<PAGE>
CUBIC CORPORATION AND TITAN APPLICATIONS GROUP
PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)
March 31, 1994
(thousands of dollars)
<TABLE>
<CAPTION>
Pro Forma
Titan Adjustments
Cubic Applications Increase Pro Forma
Corporation Group (Decrease) Combined
----------- ------------- ------------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 38,323 $ 78 $(21,000)(a) $ 17,401
Marketable securities 11,376 11,376
Accounts receivable 102,044 7,062 109,106
Inventories 24,002 24,002
Other current assets 5,989 376 6,365
-------- ------- --------- ---------
Total current assets 181,734 7,516 (21,000) 168,250
Property, plant and equipment -- net 27,992 484 28,476
Toll equipment under operating leases -- net 18,909 18,909
Preferred stock of U. S. Elevator Corp. 20,000 20,000
Cost in excess of net tangible assets of
purchased businesses, less amortization 373 18,341 (a) 18,714
Net assets of discontinued operation 2,840 2,840
Other assets 15,253 12 15,265
-------- ------- --------- --------
$267,101 $ 8,012 $ (2,659) $272,454
======== ======= ======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and other current liabilities $ 64,838 $ 3,953 $ $ 68,791
Approximate amount payable to
The Titan Corp. 1,400 (a) 1,400
Income taxes 572 572
-------- -------- -------- --------
Total current liabilities 65,410 3,953 1,400 70,763
Long-term debt 39,943 39,943
Deferred income taxes and other 3,797 3,797
Net tangible assets of Titan Applications Group 4,059 (4,059)(a)
Shareholders' equity 157,951 157,951
-------- ------- -------- --------
$267,101 $ 8,012 $ (2,659) $272,454
======== ======= ======== ========
</TABLE>
See accompanying notes.
14
<PAGE>
CUBIC CORPORATION AND TITAN APPLICATIONS GROUP
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED)
Year ended September 30, 1993
(thousands of dollars)
<TABLE>
<CAPTION>
Pro Forma
Titan Adjustments
Cubic Applications Increase Pro Forma
Corporation Group (Decrease) Combined
----------- ------------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues:
Net sales $221,437 $32,069 $253,506
Other income 7,052 (600)(d) 6,452
-------- ------- ------ --------
228,489 32,069 (600) 259,958
Costs and expenses:
Cost of sales 178,491 26,895 205,386
Selling, general and administrative expenses 42,347 2,305 (850)(b) 45,002
1,200 (c)
Research and development 3,597 3,597
Interest 2,294 2,294
-------- -------- -------- --------
226,729 29,200 350 256,279
Income from continuing operations
before income taxes 1,760 2,868 (950) 3,678
Income taxes (credit) (450) 750 (e) 300
-------- ------- ------- ---------
Income from continuing operations 2,210 2,868 (1,700) 3,378
Discontinued operations, net of
applicable income taxes 20,071 20,071
-------- -------- -------- --------
Net Income $ 22,281 $ 2,868 $ (1,700) $ 23,449
======== ======= ======== ========
Average shares of common stock outstanding 6,095 6,095
======== ========
Per share data:
Income from continuing operations $ .36 $.55
Income from discontinued operations 3.30 3.30
-------- --------
Net income $ 3.66 $3.85
======== ========
</TABLE>
See accompanying notes.
15
<PAGE>
CUBIC CORPORATION AND TITAN APPLICATIONS GROUP
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED)
Six months ended March 31, 1994
(thousands of dollars)
<TABLE>
<CAPTION>
Pro Forma
Titan Adjustments
Cubic Applications Increase Pro Forma
Corporation Group (Decrease) Combined
----------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 98,324 $21,459 $119,783
Other income 4,501 (300)(d) 4,201
-------- ------- ------ -------
102,825 21,459 (300) 123,984
Costs and expenses:
Cost of sales 76,404 17,955 94,359
Selling, general and administrative expenses 23,354 1,502 (500)(b) 24,956
600 (c)
Research and development 1,460 1,460
Interest 1,221 1,221
-------- ------- ------- --------
102,439 19,457 100 121,996
-------- ------- ------- --------
Income from continuing operations
before income taxes 386 2,002 (400) 1,988
Income taxes 650 (e) 650
-------- ------- ------- --------
Income from continuing operations 386 2,002 (1,050) 1,338
Discontinued operation, net of
applicable income taxes (153) (153)
-------- ------- ------- --------
Income before cumulative effect of
accounting change 233 2,002 (1,050) 1,185
Cumulative effect of accounting change 1,379 1,379
-------- ------- ------- --------
Net Income $ 1,612 $ 2,002 $(1,050) $ 2,564
======== ======= ======= ========
Average shares of common stock outstanding 6,056 6,056
======== ========
Per share data:
Income from continuing operations $ .06 $.22
Loss from discontinued operation (.03) (.03)
Cumulative effect of accounting change .23 .23
-------- --------
Net income $ .26 $.42
======== ========
</TABLE>
See accompanying notes.
16
<PAGE>
CUBIC CORPORATION AND TITAN APPLICATIONS GROUP
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(a) Purchase accounting adjustments necessary to reflect the acquisition are as
follows (in thousands):
<TABLE>
<S> <C>
Cash payment at acquisition $21,000
Approximate additional payment to be made at final settlement 1,400
Approximate net tangible assets of Titan Applications Group (4,059)
-------
Cost in excess of net tangible assets of Titan Applications Group $18,341
=======
</TABLE>
(b) Amount represents adjustment to eliminate approximate administrative
expenses charged to Titan Applications Group by The Titan Corporation. No
significant incremental administrative expense is anticipated to be incurred
as a result of the acquisition.
(c) Adjustment to reflect amortization of the cost of the net assets acquired in
excess of their tangible value over a fifteen year period.
(d) Adjustment to reflect the approximate interest income which would not have
been earned, as a result of the cash used in the acquisition.
(e) Adjustment for the approximate effect on income tax expense resulting from
the operating income of Titan Applications Group and the adjustments in (b),
(c) and (d) above.
17
<PAGE>
EXHIBIT 23 -- CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the inclusion in this
Form 8-K of our report dated November 17, 1993, (except for the matter included
in Note 5, as to which the date is March 5, 1994) covering the financial
position of Titan Applications Group as of October 1, 1993, and the statements
of operating income for the nine-month period ended October 1, 1993 and for the
years ended December 31, 1992, 1991 and 1990.
/s/ Arthur Andersen & Co.
San Diego, California
June 21, 1994
