<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended December 31, 1994
1-8931
------
Commission File Number
CUBIC CORPORATION
Name of Registrant as Specified in its Charter
Delaware 95-1678055
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State of Incorporation IRS Employer Identification No.
9333 Balboa Avenue
San Diego, California 92123
Telephone (619) 277-6780
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No___
---
As of January 30, 1995, Registrant had only one class of common stock of which
there were 5,987,474 shares outstanding (after deducting 1,938,140 shares held
as treasury stock).
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CUBIC CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED)
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
December 31
1994 1993
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<S> <C> <C>
Revenues:
Net sales $69,607 $48,407
Other income 897 2,167
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70,504 50,574
Costs and expenses:
Cost of sales 51,516 37,591
Selling, general and
administrative expenses 12,675 11,233
Research and development 1,999 911
Interest 627 589
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66,817 50,324
------- -------
Income from continuing operations before income
taxes, minority interest and cumulative effect of
accounting change 3,687 250
Income taxes 1,400 50
Minority interest in income of subsidiary (429) -
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Income from continuing operations before
cumulative effect of accounting change 1,858 200
Loss on disposal of discontinued operations,
net of applicable income taxes - (153)
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Income before cumulative effect of accounting change 1,858 47
Cumulative effect of accounting change - 1,379
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Net income $ 1,858 $ 1,426
======= =======
Average shares of common
stock outstanding 5,987 6,081
======= =======
Per share data:
Income from continuing operations $.31 $ .03
Loss from discontinued operations - (.03)
Cumulative effect of accounting change - .23
------- -------
Net income $.31 $ .23
======= =======
</TABLE>
See accompanying notes.
1
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CUBIC CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEET
(thousands of dollars)
<TABLE>
<CAPTION>
December 31 September 30
1994 1994
(Unaudited) (See note below)
------------ ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 13,096 $ 25,782
Marketable securities, available-for-sale 4,079 4,814
Accounts receivable 133,673 127,865
Inventories:
Finished products 1,100 1,172
Work in process 13,225 9,336
Raw material and purchased parts 11,657 10,672
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25,982 21,180
Recoverable income taxes and other current assets 7,981 10,511
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Total current assets 184,811 190,152
Property, plant and equipment - net 34,384 34,125
Toll equipment under operating leases - net 15,894 15,990
Preferred stock of U. S. Elevator Corp. 20,000 20,000
Cost in excess of net tangible assets of
purchased businesses, less amortization 17,834 18,150
Miscellaneous other assets 10,496 10,256
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$283,419 $288,673
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and other current liabilities $ 71,519 $ 78,181
Current portion of long-term debt 5,000 5,000
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Total current liabilities 76,519 83,181
Long-term debt 34,000 35,000
Deferred income taxes and other 7,766 7,565
Minority interest 5,671 5,282
Shareholders' equity:
Common stock 234 234
Additional paid-in capital 12,123 12,123
Retained earnings 181,304 179,446
Foreign currency translation adjustment (475) (435)
Treasury stock at cost (33,723) (33,723)
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159,463 157,645
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$283,419 $288,673
======== ========
</TABLE>
Note: The balance sheet at September 30, 1994 has been derived from the audited
financial statements at that date.
See accompanying notes.
2
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CUBIC CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
(thousands of dollars)
<TABLE>
<CAPTION>
Three Months Ended
December 31
1994 1993
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<S> <C> <C>
Operating Activities:
Net income $ 1,858 $ 1,426
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 2,506 2,015
Minority interest 429 -
Change in accounting principle - (1,379)
Undistributed earnings of affiliates, net
of distributions - (349)
Changes in operating assets and liabilities (14,778) (11,071)
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (9,985) (9,358)
-------- --------
Investing Activities:
Decrease in marketable securities 735 6,291
Net additions to property, plant and equipment
and toll equipment under operating leases (2,331) (1,541)
Other items - net (59) -
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NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (1,655) 4,750
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Financing Activities:
Principal payments on long-term debt (1,000) (100)
Long-term borrowing - 4,600
Purchases of treasury stock - (170)
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NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (1,000) 4,330
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Effect of exchange rates on cash (46) -
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NET DECREASE IN CASH
AND CASH EQUIVALENTS (12,686) (278)
Cash and cash equivalents at the
beginning of the period 25,782 24,496
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CASH AND CASH EQUIVALENTS AT
THE END OF THE PERIOD $ 13,096 $ 24,218
======== ========
</TABLE>
See accompanying notes.
3
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CUBIC CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
December 31, 1994
A. Basis for Presentation
----------------------
The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the quarter are not necessarily indicative
of the results that may be expected for the year ended September 30, 1995.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on form 10-K for
the year ended September 30, 1994.
Certain prior period amounts have been reclassified to conform to
current period classifications.
B. Per Share Amounts
-----------------
Per share amounts are based upon the weighted average number of shares
of common stock outstanding.
C. Change in Accounting for Marketable Securities
----------------------------------------------
In May 1993 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." The Company adopted the
provisions of the new standard for investments held as of or acquired after
October 1, 1994, however, adoption of the new rules did not have a material
effect on shareholders' equity at October 1, 1994 or December 31, 1994, as
there was an immaterial difference between the cost and market value of
securities held at those dates.
D. Review by Independent Accountants
---------------------------------
A review of the data presented was made by Ernst & Young LLP,
independent accountants, in accordance with established professional
standards and procedures, and their report is included herein.
4
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CUBIC CORPORATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
December 31, 1994
Sales for the quarter ended December 31, 1994 increased by 44% over the same
quarter of the previous year. Sales in the defense segment increased primarily
as the result of the acquisition, in April 1994, of the Titan Applications
Group which contributed $14.0 million to sales for the quarter ended December
31, 1994. Without the newly acquired company, defense sales would have increased
by 12% over the prior year. Sales were higher in the automatic revenue
collection systems segment because of the consolidation of Westinghouse Cubic
Limited (WCL), a fifty-percent owned subsidiary in the United Kingdom, as of
January 1, 1994. An amendment, executed in January 1994, to the shareholder
agreement for WCL granted voting control to Cubic in recognition of certain
contract performance guarantees. Accordingly, sales for the quarter ended
December 31, 1994 included the sales of WCL, amounting to $8.0 million, while
the quarter ended December 31, 1993 included no sales from WCL.
Income from continuing operations for the quarter ended December 31, 1994
improved substantially from the low level achieved in the same quarter of the
previous year. Improvement in operating profits was achieved in all segments of
the Company. Despite an increase in research and development expenditures,
operating profits in the defense segment increased because of the operating
profits contributed by the newly acquired Titan Applications Group, as mentioned
above. Operating profits in the automatic revenue collection systems segment had
been reduced in the first quarter of fiscal 1994, as a result of certain legal
and selling expenses incurred. These expenses were lower in the first quarter of
fiscal 1995 than they had been in the same quarter last year. This factor, along
with somewhat improved profits on certain contracts, contributed to higher
operating profits in the automatic revenue collection systems segment.
Although selling, general and administrative expenses increased in amount, as a
percent of sales they decreased from 23% in the first quarter of fiscal 1994 to
18% in 1995, due to the significant increase in sales.
During the quarter ended December 31, 1994, cash decreased by $12.7 million from
the level at September 30, 1994. This decrease resulted from increases in long-
term contract receivables and inventories and a decrease in accounts payable and
other current liabilities, in addition to a reduction of $1 million in long-term
debt. The Company expects that the increase in amounts receivable from customers
will turn around and provide positive cash flows later this fiscal year.
The Company's financial condition remains strong with working capital of $108.3
million and a current ratio of 2.4 to 1 at December 31, 1994. The Company
expects that cash on hand and available through the line of credit of its
leasing subsidiary will be adequate to meet its short-term financing needs.
The backlog of orders was $404.2 million at December 31, 1994 compared to $406.5
million at September 30, 1994 and $265.6 million at December 31, 1993.
5
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PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
15--Independent Accountants' Review Report
27--Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter.
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.
CUBIC CORPORATION
Date February 10, 1995 /s/ W. W. Boyle
---------------------- ----------------------------------
W. W. Boyle
Vice President Finance and CFO
Date February 10, 1995 /s/ T. A. Baz
--------------------- ---------------------------------------
T. A. Baz
Vice President and Controller
6
<PAGE>
EXHIBIT 15
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors
Cubic Corporation
San Diego, California
We have reviewed the accompanying consolidated condensed balance sheet of Cubic
Corporation as of December 31, 1994, and the related consolidated condensed
statements of income and cash flows for the three month periods ended December
31, 1994 and 1993. These financial statements are the responsibility of the
Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated condensed financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Cubic Corporation as of September
30, 1994, and the related consolidated statements of income, retained earnings,
and cash flows for the year then ended (not presented herein) and in our report
dated December 5, 1994, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated condensed balance sheet at September 30, 1994, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
ERNST & YOUNG LLP
February 8, 1995
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the consolidated condensed balance sheets as of December 31, 1994 and the
related consolidated condensed statement of income for the quarter then ended
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CAPTION>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> DEC-31-1994
<CASH> 13,096
<SECURITIES> 4,079
<RECEIVABLES> 135,138
<ALLOWANCES> 1,465
<INVENTORY> 25,982
<CURRENT-ASSETS> 184,811
<PP&E> 88,643
<DEPRECIATION> 54,259
<TOTAL-ASSETS> 283,419
<CURRENT-LIABILITIES> 76,519
<BONDS> 0
<COMMON> 234
0
0
<OTHER-SE> 159,229
<TOTAL-LIABILITY-AND-EQUITY> 283,419
<SALES> 69,607
<TOTAL-REVENUES> 70,504
<CGS> 51,516
<TOTAL-COSTS> 51,516
<OTHER-EXPENSES> 14,674
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 627
<INCOME-PRETAX> 3,687
<INCOME-TAX> 1,400
<INCOME-CONTINUING> 1,858
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,858
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>
