<PAGE>
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 Quarter Ended June 30, 1999
1-8931
------
Commission File Number
CUBIC CORPORATION
Exact Name of Registrant as Specified in its Charter
DELAWARE 95-1678055
-------- ----------
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 August 1, 1999, Registrant had only one class of common stock of which
there were 8,907,004 shares outstanding (after deducting 2,981,239 shares
held as treasury stock).
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CUBIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
June 30 June 30
1999 1998 1999 1998
---------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Revenues:
Sales $367,691 $281,121 $129,289 $ 99,544
Other income 3,649 3,799 2,043 1,271
---------------- ---------------- --------------- ----------------
371,340 284,920 131,332 100,815
Costs and expenses:
Cost of sales 293,619 223,242 104,300 77,005
Selling, general and
administrative expenses 53,932 55,815 18,155 18,413
Research and development 5,983 6,178 2,061 2,422
Interest 3,170 1,325 1,225 343
---------------- ---------------- --------------- ----------------
356,704 286,560 125,741 98,183
---------------- ---------------- --------------- ----------------
Income (loss) before income taxes 14,636 (1,640) 5,591 2,632
Income taxes (benefit) 5,000 (400) 1,850 850
---------------- ---------------- --------------- ----------------
Net income (loss) $ 9,636 $ (1,240) $ 3,741 $ 1,782
---------------- ---------------- --------------- ----------------
---------------- ---------------- --------------- ----------------
Net income (loss) per common share $ 1.08 $ (0.14) $ 0.42 $ 0.20
---------------- ---------------- --------------- ----------------
---------------- ---------------- --------------- ----------------
Dividends per common share $ 0.19 $ 0.19 $ - $ -
---------------- ---------------- --------------- ----------------
---------------- ---------------- --------------- ----------------
Average number of common
shares outstanding 8,907 8,920 8,907 8,907
---------------- ---------------- --------------- ----------------
---------------- ---------------- --------------- ----------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
2
<PAGE>
CUBIC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(thousands of dollars)
<TABLE>
<CAPTION>
June 30 September 30
1999 1998
(Unaudited) (See note below)
------------------------- -------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 32,509 $ 3,500
Marketable securities, available-for-sale 1,743 2,086
Accounts receivable 144,985 149,640
Inventories - Note 3 50,443 39,623
Deferred income taxes and other current assets 12,249 15,296
--------------- ---------------
Total current assets 241,929 210,145
Property, plant and equipment - net 41,068 40,400
Cost in excess of net tangible assets of
purchased businesses, less amortization 23,328 25,788
Miscellaneous other assets 15,034 17,658
--------------- ---------------
$321,359 $293,991
--------------- ---------------
--------------- ---------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 10,787 $ 30,321
Accounts payable 9,635 14,534
Customer advances 25,311 27,157
Other current liabilities 32,602 31,344
Income taxes payable 4,125 1,305
Current portion of long-term debt 5,000 5,000
--------------- ---------------
Total current liabilities 87,460 109,661
Long-term debt 50,000 5,000
Deferred income taxes and other 6,253 5,778
Shareholders' equity:
Common stock 234 234
Additional paid-in capital 12,123 12,123
Retained earnings 203,668 195,724
Accumulated other comprehensive income (loss) (2,323) 1,527
Treasury stock at cost (36,056) (36,056)
--------------- ---------------
177,646 173,552
--------------- ---------------
$321,359 $293,991
--------------- ---------------
--------------- ---------------
</TABLE>
Note: The balance sheet at September 30, 1998 has been derived from the
audited financial statements at that date.
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE>
CUBIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(thousands of dollars)
<TABLE>
<CAPTION>
Nine Months Ended
June 30
1999 1998
--------------- ---------------
<S> <C> <C>
Operating Activities:
Net income (loss) $ 9,636 $ (1,240)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 7,481 7,354
Changes in operating assets and liabilities (7,179) (35,538)
--------------- ---------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 9,938 (29,424)
--------------- ---------------
Investing Activities:
Sales of marketable securities 343 245
Net additions to property, plant and equipment (7,173) (5,186)
Other items - net 1,104 1,795
--------------- ---------------
NET CASH USED IN
INVESTING ACTIVITIES (5,726) (3,146)
--------------- ---------------
Financing Activities:
Change in short-term borrowings (18,706) 5,038
Change in long-term borrowings 45,000 (5,000)
Purchases of treasury stock (1,362)
-
Dividends paid to shareholders (1,692) (1,692)
--------------- ---------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 24,602 (3,016)
--------------- ---------------
Effect of exchange rates on cash 195 35
--------------- ---------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 29,009 (35,551)
Cash and cash equivalents at the
beginning of the period 3,500 53,257
--------------- ---------------
CASH AND CASH EQUIVALENTS AT
THE END OF THE PERIOD $32,509 $17,706
--------------- ---------------
--------------- ---------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
CUBIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 1999
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated 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 three- and nine-month periods ended June 30, 1999
are not necessarily indicative of the results that may be expected for the
year ended September 30, 1999. 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, 1998.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Certain prior period amounts have been reclassified to conform to current
period classifications.
NOTE 2 - PER SHARE AMOUNTS
Per share amounts are based upon the weighted average number of shares of
common stock outstanding (exclusive of treasury stock).
NOTE 3 - INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
June 30 September 30
1999 1998
----------------- -----------------
<S> <C> <C>
Raw material and purchased parts $ 10,782 $ 9,836
Work in process 38,524 27,172
Finished products 1,137 2,615
----------------- -----------------
$ 50,443 $ 39,623
----------------- -----------------
----------------- -----------------
</TABLE>
5
<PAGE>
CUBIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)--continued
June 30, 1999
Work in process inventories increased $11.4 million from September 30, 1998
to June 30, 1999, but decreased $8.0 million from March 31, 1999. As
previously expected, a significant number of automatic fare collection gates
and other contract deliverables, which were being carried in inventory
through March 31, were installed in the third quarter. It is expected that
work in process inventories will continue to decrease through the end of the
fiscal year.
NOTE 4 - COMPREHENSIVE INCOME
The following information is presented in accordance with Financial
Accounting Standards Board Statement No. 130, "REPORTING COMPREHENSIVE
INCOME." In 1999, total comprehensive income was $2,409,000 and $5,786,000
for the three and nine-month periods ended June 30. In 1998, total
comprehensive income was $1,773,000 for the three-month period ended June 30,
contrasted with a comprehensive loss of $930,000 for the respective
nine-month period. The difference between net income or loss and
comprehensive income or loss in each of the periods was the result of foreign
currency translation adjustments.
NOTE 5 - 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.
6
<PAGE>
CUBIC CORPORATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
June 30, 1999
RESULTS OF OPERATIONS
Sales for the third quarter and first nine months of fiscal 1999 increased
approximately 30% over the comparable periods of 1998, as each business
segment realized an increase in volume. Transportation systems segment sales
rose sharply as a result of work on the PRESTIGE contract, which was awarded
in the fourth quarter of fiscal 1998. Defense segment sales improved as well,
due to increases from most product lines, including MILES 2000, JSTARS and
the ground combat training system being built for the British military,
called AWES.
Operating profits improved significantly for the quarter ended June 30, 1999
when compared to the same quarter last year as the transportation systems
segment continued to generate higher profits, primarily from its maintenance
contracts in the U.K. The maintenance contracts contributing most
significantly to this increase are associated with the Thorn Transit Systems
International (TTSI) business acquired in 1997, which has since been merged
into the previously existing U.K. operations. Operating profits in this
segment for the nine-month period reflect an improvement of more than $19
million over the same period in the previous year, as that period included a
provision of $9.5 million to recognize losses on certain Asian contracts
acquired with TTSI. Included in Accounts Receivable at June 30, 1999 are
approximately $11 million in claims for customer required work performed
outside the scope of the respective contracts. Although this amount has not
changed during the quarter, we have made progress toward settlement and
expect closure on most significant issues before the end of the calendar year.
Defense segment operating profits were down 28% in both the three- and
nine-month periods ended June 30, 1999 due to further technical problems with
the MILES and Nellis Air Combat Training System (NACTS) contracts, which we
believe have now been resolved. These problems have been partially offset by
continued favorable performance from the JSTARS program. As a result of cost
reduction measures which have been taken and improved program performance, it
is expected that defense segment operating profits should improve in the
fourth quarter of the fiscal year.
The commercial operations segment continues to register losses in the Cubic
Videocomm business unit as we pursue a partner for, or new owner of, this
business by fiscal year end. The paper products business unit in this segment
continues to post profitable quarters at levels consistent with prior years.
Other income includes a $1.4 million, one-time, pretax gain in the third
quarter of the fiscal year, generated from the Company's sale of its
investment in a real estate development project.
7
<PAGE>
CUBIC CORPORATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - continued
June 30, 1999
Selling, general and administrative expenses decreased in all segments as
cost containment actions, especially in the defense segment, have taken
hold. As a result, during the three- and nine-month periods, while sales
increased by approximately 30%, SG&A expense decreased one and three percent,
respectively.
The increase in interest expense, compared to the three- and nine-month
periods of last year, reflects the higher level of long-term borrowing in the
current year.
LIQUIDITY AND CAPITAL RESOURCES
During the nine-month period ended June 30, 1999, cash provided from
operations exceeded $9.9 million. Accelerated collections of accounts
receivable in the defense segment offset growth in inventories resulting
primarily from additional gates being built for use in transportation systems
in the U.K. We expect that inventory levels will decrease in the near future
as these gates are installed for PRESTIGE and other U.K. contracts.
The Company's financial condition remains strong with working capital of $154
million and a current ratio of 2.8 to 1 at June 30, 1999. We expect that cash
on hand and available debt capacity will be adequate to meet the company's
short-term working capital requirements. The backlog of orders at June 30,
1999 was $951 million compared to $972 million at September 30, 1998 and $348
million at June 30, 1998. The increase from June 30, 1998 to June 30, 1999
was the result of major contracts awarded in the fourth quarter of fiscal
1998, primarily the AWES and PRESTIGE contracts.
8
<PAGE>
CUBIC CORPORATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - continued
June 30, 1999
YEAR 2000 ISSUE
The Year 2000 issue arises from the fact that many existing computer software
programs use only the last two digits to refer to a specific year, instead of
all four digits. As a result, computer programs that have date-sensitive
software, or operate with date-sensitive data, may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a
system failure or miscalculation causing disruptions in operations,
including, among other things, the temporary inability to process
transactions or engage in normal business activities.
GENERAL
The Company has assembled a Year 2000 Task Force, which includes personnel
from corporate and business unit management to ensure that the Company, as a
whole, is Year 2000 compliant by December 31, 1999. The objectives of this
task force are to ensure that the Company and its subsidiaries: (1) identify
non-compliant operating systems, software, and data files, (2) assess, to the
extent possible, the potential problems of being non-compliant, (3) estimate
both the amount and timing of costs to be incurred to fix the potential
problems of being non-compliant, and (4) develop and execute a comprehensive
strategy, including contingency plans, to mitigate these problems.
IDENTIFICATION OF OPERATING SYSTEMS, SOFTWARE AND DATA FILES
The Company recognizes that it must make remedial changes to its own
operating systems, software and data files, as well as assess the remedial
efforts undertaken by its suppliers and customers. In addition, the Company
may have potential exposure to make products previously delivered compliant,
depending on the terms and conditions of its existing contracts.
The Company is making appropriate modifications and updates to its internal
information systems, some of which have been or are being done in the
ordinary course of business. Final testing of all systems should be completed
by September 1999. The Company's goal is to ensure, to the extent possible,
that the transition from the year 1999 to the year 2000 will not have a
materially adverse impact on its engineering, manufacturing or administrative
capabilities.
The Company began contacting key suppliers and subcontractors in 1998. The
Company is attempting to obtain, wherever possible, written certification of
their preparedness for the Year 2000 issues. In cases where this cannot be
obtained, the Company is developing precautionary plans, on a case by case
basis, to minimize disruptions caused by their non-compliance. There is no
possible way to ensure that all suppliers and subcontractors will be Year
2000 compliant by December 31, 1999, and, while we do not expect it will be
the case, any such failure to be compliant could have a materially adverse
impact on the Company's business. Therefore, the Company's goal is to
minimize the potentially adverse impact by monitoring suppliers and
subcontractors' compliance efforts, and by identifying alternate suppliers
where possible.
9
<PAGE>
CUBIC CORPORATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - continued
June 30, 1999
The Company's business unit personnel have been in discussions with customers
to diagnose and make compliant delivered products. The Company has also
identified contracts that contain warranty provisions stipulating that the
Company is responsible for Year 2000 compliance of products previously
delivered. The Company believes it is now aware of the most significant of
such products and has completed much of the work required to make its
products compliant. Current estimates indicate that the remaining costs to
complete this task will be insignificant. In certain cases, the Company has
received contracts from its customers to upgrade previously delivered
products to be Year 2000 compliant and has substantially completed work under
these contracts.
The Company is aware of the potential that claims could be made against it
and other companies for damages arising from products that are not Year 2000
compliant. The Company is not in a position to identify, or to avoid, all
possible scenarios that could lead to claims against it. However, the Company
will assess each known possible scenario, and take appropriate actions, where
necessary, to mitigate the impact of each one.
POTENTIAL PROBLEMS OF NON-COMPLIANCE
The potential problems of internal or external non-compliance include, but
are not limited to: (1) penalties caused by the inability of the Company to
receive supplies and subcontracted deliverables in a timely manner to meet
delivery schedules stipulated under existing contracts, (2) cash flow
restrictions caused by the failure of significant customers to make payments
in accordance with contract terms, and (3) productivity loss caused by
disruptions in engineering, manufacturing and administrative capabilities.
COSTS TO ADDRESS THE ISSUE
Through June 30, 1999, the Company incurred a total of approximately $750,000
in incremental Year 2000 remedial costs. Based on current estimates, and
assuming there is not a material change in available resources, the Company
will incur another $250,000 to $350,000 through the fourth calendar quarter
of 1999. These costs, which will be expensed as incurred, consist primarily
of in-house labor, but also include a minor amount of outside services and
computer hardware and software purchases.
10
<PAGE>
CUBIC CORPORATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - continued
June 30, 1999
DEVELOPMENT AND EXECUTION OF COMPREHENSIVE STRATEGY
Under the direction of the Year 2000 Task Force, the Company is developing a
comprehensive strategy to address the problems associated with the Year 2000
transition. It is expected that this strategy will continually evolve as new
issues arise and old ones are resolved. While the Company continues to
believe that the Year 2000 matters discussed above will not have a materially
adverse impact on its business, financial condition or results of operations,
it is not possible to determine with certainty whether or to what extent the
Company may be affected.
FORWARD-LOOKING STATEMENTS
In addition to historical matters, this report contains forward-looking
statements. They can be identified by words such as BELIEVE, MAY, LIKELY,
ANTICIPATE, HOPE, ESTIMATE, PLAN, POTENTIAL, FEEL, EXPECT, SHOULD, and
CONFIDENT. These forward-looking statements are made pursuant to the safe
harbor provisions of the Securities Litigation Reform Act of 1995. Investors
are cautioned that forward-looking statements involve risks and uncertainties
which may affect the Company's business and prospects. These include the
effects of politics on negotiations and business dealings with government
entities, reductions in defense budgets, economic conditions in the various
countries in which the Company does or hopes to do business, competition and
technology changes in the defense and transportation industries, and other
competitive and technological factors.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
Exhibit 15 - Independent Accountants' Review Report
Exhibit 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 August 5, 1999 /s/ W. W. Boyle
--------------- -------------------------
W. W. Boyle
Vice President Finance and CFO
Date August 5, 1999 /s/ T. A. BAZ
--------------- ---------------
T. A. Baz
Vice President and Controller
12
<PAGE>
EXHIBIT 15 - INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors and Shareholders
Cubic Corporation
We have reviewed the accompanying condensed consolidated balance sheet of
Cubic Corporation as of June 30, 1999, the related condensed consolidated
statements of income for the three and nine-month periods ended June 30, 1999
and 1998, and the condensed consolidated statements of cash flows for the
nine-month periods ended June 30, 1999 and 1998. 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 reviews, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated 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, 1998 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 November 25, 1998, except for the second
paragraph of Note 11, as to which the date is December 7, 1998, we expressed
an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet at September 30, 1998, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has
been derived.
ERNST & YOUNG LLP
San Diego, California
August 5, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 32,509
<SECURITIES> 1,743
<RECEIVABLES> 144,985
<ALLOWANCES> 0
<INVENTORY> 50,443
<CURRENT-ASSETS> 241,929
<PP&E> 41,068
<DEPRECIATION> 0
<TOTAL-ASSETS> 321,359
<CURRENT-LIABILITIES> 87,460
<BONDS> 0
0
0
<COMMON> 234
<OTHER-SE> 177,412
<TOTAL-LIABILITY-AND-EQUITY> 321,359
<SALES> 367,691
<TOTAL-REVENUES> 371,340
<CGS> 293,619
<TOTAL-COSTS> 293,619
<OTHER-EXPENSES> 59,915
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,170
<INCOME-PRETAX> 14,636
<INCOME-TAX> 5,000
<INCOME-CONTINUING> 9,636
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,636
<EPS-BASIC> 1.08
<EPS-DILUTED> 0
</TABLE>
