Annual Reports

  • 10-K (Nov 26, 2014)
  • 10-K (May 12, 2014)
  • 10-K (Dec 5, 2013)
  • 10-K (Jan 28, 2013)
  • 10-K (Dec 14, 2012)
  • 10-K (Nov 22, 2011)

 
Quarterly Reports

 
8-K

 
Other

Cubic 10-K 2005

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT

 

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

 

For the Fiscal Year Ended September 30, 2005

 

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 (858) 277-6780

 

Common Stock

 

American Stock Exchange, Inc.

Title of each class

 

Name of exchange on which registered

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes   ý No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o Yes   ý No

 

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 ý   No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K.

 

Yes ý   No o

 

Indicate by check mark whether the registrant is an accelerated filer.

 

Yes ý   No o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) o Yes   ý No

 

The aggregate market value of 16,029,954 shares of voting stock held by non-affiliates of the registrant is: $303,607,000 as of March 31, 2005, based on the closing stock price on that date.

 

Number of shares of common stock outstanding as of November 18, 2005 including shares held by affiliates is: 26,719,845 (after deducting 8,944,884 shares held as treasury stock).

 

Parts I and III incorporate information by reference from the Registrant’s definitive proxy statement which will be filed no later than 120 days after the close of the Registrant’s year-end, and no later than 30 days prior to the Annual Shareholders’ Meeting.

 

 



 

PART I

 

Item 1.    BUSINESS.

 

GENERAL

 

CUBIC CORPORATION (“Cubic” or “the Company”), was incorporated in the State of California in 1949 and began operations in 1951.  In 1984, the Company moved its corporate domicile to the State of Delaware.

 

We design, develop, manufacture and install products which are mainly electronic in nature, such as:

 

Equipment for use in customized military range instrumentation, training and applications systems, simulators, communications and surveillance systems, surveillance receivers, power amplifiers, and avionics systems.

 

Automated revenue collection systems, including contactless smart cards, passenger gates, central computer systems and ticket vending machines for mass transit networks, including rail systems, buses, and parking applications.

 

We also perform a variety of services, such as computer simulation training, distributed interactive simulation and development of military training doctrine, as well as field operations and maintenance. We manufacture replacement parts for the products we produce.  In addition, we operate a corrugated paper converting facility through our subsidiary, Consolidated Converting Company.

 

In 2005, our defense segment continued the growth pattern of recent years through “organic” sales growth of 20%. While we made no defense related acquisitions in 2005, the strategic acquisition made in September 2003 and key contract wins continued to fuel growth in our defense training business. In addition, our government services business continued its expansion, growing by 27%. Our defense communications and electronics business unit is in a transition period from production of older systems to next-generation products and experienced a loss in 2005 on lower sales with higher research and development content. Transportation systems sales have leveled off in recent years primarily because of the completion of the initial phase of the fare collection system in London in 2003. Although the business has expanded in other regions, we experienced significant cost growth in the completion of several fare collection contracts this year, resulting in an operating loss in transportation systems for the year.

 

During fiscal year 2005, approximately 53% of our total business was conducted, either directly or indirectly, with various agencies of the United States government.  Most of the remainder of our revenue was from local, regional and foreign governments or agencies.

 

Cubic’s internet address is www.Cubic.com. The content on our website is available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Form 10-K. We make available free of charge on or through our Internet website under the heading “Investor Information,” our reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission.

 

2



 

BUSINESS SEGMENTS

 

Information regarding the amounts of revenue, operating profit and loss and identifiable assets attributable to each of our business segments, is set forth in Note 10 to the Consolidated Financial Statements for the year ended September 30, 2005. Additional information regarding the amounts of revenue and operating profit and loss attributable to major classes of products and services is set forth in Management’s Discussion and Analysis which follows at Item 7.

 

DEFENSE

 

Cubic’s defense business segment operates as the Cubic Defense Applications (CDA) group consisting of three market-focused business units: Training Systems, Mission Support, and Communications & Electronics.  Our products include customized military range instrumentation systems, tactical engagement simulation systems, firearm simulation systems, communications and surveillance systems, surveillance receivers, power amplifiers, and avionics systems.  Our services include training mission support, computer simulation training, distributed interactive simulation, development of military training doctrine, and field operations and maintenance.  We market our capabilities directly to various U.S. government departments and agencies and foreign governments.  In addition, we frequently contract or team with other leading defense suppliers. In addition to the three business units, we have a new company formed in a joint venture with Rafael Armament Development Authority Ltd., an Israeli company, to produce certain Rafael defense systems in the United States for Israel and for U.S. customers.

 

Training Systems

 

Our Training Systems Business Unit (TSBU) is a pioneer and market leader in the design and production of instrumented training systems for military customers.  These systems generally permit live training in air and land combat environments, with weapons and other effects simulated by electronic and/or laser technology.  The systems also enable the collection (based on Global Positioning System technology) and analysis of behavior and event data for determination of combat effectiveness and lessons learned.  As such, the systems generally have a high degree of communications and software sophistication.

 

TSBU’s business is organized into Air Combat Training, Land Combat Training, Tactical Engagement Simulation, and Simulation Systems.  In Air Combat Training, Cubic was the initial developer and supplier of Air Combat Maneuvering Instrumentation (ACMI) capability during the Vietnam War and continues to lead that market with the competitive award in 2003 of a 10-year, $525 million indefinite delivery, indefinite quantity (IDIQ) contract to provide upgraded air combat training capability to the U.S. Air Force, Navy and Marine Corps.  The latest ACMI systems permit forces to train on either a fixed geographic range or in a “rangeless” environment.  Many other nations employ Cubic’s ACMI systems.

 

TSBU’s Land Combat Training involves systems analogous to air ranges for ground force training.  TSBU provided turnkey systems to instrument two U.S. Army training centers in past years at Fort Polk, LA (Joint Readiness Training Center – JRTC) and Hohenfels, Germany (Combat Maneuver Training Center – CMTC) and is engaged in a multi-year effort to expand capability of the Alaska Training Range.  The unit also built ranges in recent years for the British Army in the U.K. and Canada.  TSBU is currently working on similar land combat training centers for Canada, Australia and for customers in the Middle East and Far East. To meet new customer demand for mobile instrumented training, TSBU has also developed a transportable, deployable system, known as I-HITS, now being fielded by the U.S. Army. In 2005, TSBU was awarded a five-year contract to produce I-HITS for the U.S. Army.

 

Laser-based Tactical Engagement Simulation systems, generally known as MILES (Multiple Integrated Laser Engagement Simulators), are used at combat training centers (CTC) and in other training environments to permit weapons to be used realistically, registering hits or kills, without live ammunition.  TSBU supplies MILES equipment as part of CTC contracts and as an independent product line.  Cubic MILES systems are being heavily utilized by U.S. Army and Marine Corps forces, as well as Air Force security forces, other U.S. agencies and many international customers.  We produce MILES equipment in

 

3



 

the U.S. and at our New Zealand-based subsidiary, Oscmar International.  In 2005, Cubic was awarded a 5-year $113 million IDIQ contract to produce MILES Individual Weapon System (IWS) kits for the U. S. Army.

 

TSBU’s Simulation Systems Division (SSD) produces virtual training systems, employing actual or realistic weapons and systems together with visual imagery to simulate actual battlefield or other environments.  SSD also produces combat system and maintenance trainers.

 

Mission Support (Government Services)

 

CDA’s Mission Support Business Unit (MSBU), along with the separate Force Modernization Division (FMD), is a leading provider of tactical knowledge-based services to the U.S. Government and allied nations, with an emphasis on military training.  Our mission support business consists of approximately 3,300 people at more than 90 locations throughout the world.  Our personnel serve with clients in their actual environments and prepare forces through comprehensive training, exercises, education, and operational support to meet the full scope of their missions, from large scale combat operations, to special operations, peacekeeping, consequence management, and humanitarian assistance operations worldwide.  We also plan, prepare, execute and document realistic and focused mission rehearsal exercises (including live and computer-based) as final preparation of forces prior to their deployment to mission areas.  In addition, we provide high level consultation and advisory services to the governments and militaries of allied nations.  U.S. government service contracts are typically awarded on a competitive basis with options for multiple years.  In this competitive market, MSBU and FMD are viewed as premier service providers and formidable competitors.  We typically compete as prime contractors to the government, but also team with other companies depending on the skills required.  Much of our early work centered on battle command training and simulation, in which military commanders are taught to make correct decisions in battle situations.  More recently, the business base has broadened to include integrated live, virtual, and constructive training support, distance learning, knowledge management, weapons effects modeling, intelligence analysis, homeland security training and exercises, and military force modernization.

 

Our programs include providing mission support services to three of the Army’s major CTCs, to the JRTC as prime contractor, and to the National Training Center (NTC) and Battle Command Training Program (BCTP) as a principal subcontractor.  These services include planning, executing and documenting large scale exercises aimed at stressing U.S. forces in situations as close to actual combat as possible. Cubic is assisting the Army National Guard in developing and implementing a similar exportable combat training capability at selected Guard locations in the U.S.

 

At U.S. Joint Forces Command, Cubic supports and helps manage all aspects of the operations of the Joint Warfighting Center (JWFC), including support to worldwide exercises and the development and fielding of the Joint National Training Capability (JNTC).  We provide similar technical and management support services to the U.S. Army’s National Simulation Center (NSC) at Fort Leavenworth, Kansas. On the Marine Air Ground Task Force Training Systems Support (MTSS) contract, Cubic provides comprehensive training and exercise support to U.S. Marine forces worldwide, including real-world mission rehearsals.  We have planned and executed virtually all Marine Corps simulation-based exercises worldwide since 1998, directly preparing Marines for combat operations. Cubic provides contractor logistics and training support necessary to operate and maintain a wide variety of flight simulation, Unmanned Aerial Vehicles (UAV), and other facilities worldwide for U.S. and allied forces under multiple long-term contracts. In addition, we provide a broad range of operational support to the U.S. Navy’s newly-formed Anti-Submarine Warfare (ASW) Command.

 

Cubic initiated and has continued to operate the Korea Battle Simulation Centers (KBSC) since their inception in 1991.  KBSC prepare U.S. and allied forces in Korea to deal with situations which may develop in their areas of responsibility and include the world’s largest and most complex training event, the annual ULCHI FOCUS LENS exercise.

 

At the U.S. Army I Corps Battle Simulation Center, Cubic provides the technical and operational expertise necessary to support worldwide training, exercises, evaluations, and mission rehearsals for I Corps active

 

4



 

and reserve component units, the new Stryker brigades, other services, and joint commands.

 

Cubic supports the Defense Threat Reduction Agency (DTRA) with technology-based engineering and other services necessary to accomplish DTRA’s mission of predicting and defeating the effects of chemical, biological, radiological, nuclear and high explosive (CBRNE) weapons.  Cubic supports DTRA with modeling and simulations to assess and predict the effects of such weapons in combat and other environments. Additionally, Cubic provides comprehensive support to help plan, manage, and execute DTRA’s worldwide CBRNE exercise program, which trains senior U.S. and allied civilian and military personnel, first responders, and other users of DTRA products.

 

Cubic has multiple contracts with the U.S. Army and other government agencies to improve the quality and reach of training and education initiatives for individuals up through large organizations. Cubic’s products and capabilities include development and deployment of curriculum and related courseware, computer-based training, knowledge management and distribution, advanced distance learning tools, and other advanced education programs for U.S. and allied forces.

 

FMD’s principal business is providing specialized teams of military experts to advise the governments and militaries of the nations of the former Warsaw Pact and Soviet Union in the transformation of their militaries to a NATO environment.  These very broad force modernization contracts entail both sweeping vision and minute detail, involving both the nations’ strategic foundation and the detailed planning of all aspects of reform. FMD also operates battle simulation centers for select countries.

 

We believe the combination and scope of CDA’s mission support and training systems business is unique in the industry, permitting us to offer customers a complete training and readiness capability from one source.

 

Communications & Electronics

 

Our Communications and Electronics Business Unit (CEBU) is a supplier of secure data links, intelligence receivers, high power RF amplifiers and search and rescue avionics systems to the U.S. military, other agencies and allied nations.  CEBU’s products support the strong military trend toward network-centric warfare and modernization initiatives.  The unit has long supplied the air/ground secure data link for the U.S. Army/Air Force Joint STARS system and supplies the principal datalink for the United Kingdom’s ASTOR program.  Capitalizing on a multiyear internal R&D program, CEBU won a competitive contract in fiscal 2003 to develop and produce the next-generation Common Data Link Subsystem (CDLS) for the U.S. Navy.  CDLS is now being installed on major surface ships of the U.S. fleet.  Smaller, tactical versions of our Common Data Link have been selected for both legacy and new military platforms, such as UAV, which require high performance in a small package.

 

CEBU’s Personnel Locator System (PLS) is standard equipment on U.S. aircraft with a search-rescue mission.  We have continued to receive orders for an upgraded PLS which has been redesigned to interface with all modern search and rescue system standards, thus positioning us for major platform upgrades expected over the next few years.

 

CEBU has also begun to successfully leverage its communications products portfolio to move into larger subsystem and system level programs in the areas of communications interception and jamming (Electronic Warfare) and communications intelligence.  We have been awarded contracts by the U.S. Navy and intelligence services for the initial development of these systems which could evolve to production contracts and potentially lead to new opportunities within these services.

 

Raw Materials:

 

The principal raw materials used by the defense segment are sheet aluminum and steel, copper electrical wire, and composite products.  A significant portion of the segment’s end products are composed of purchased electronic components and subcontracted parts and supplies. These items are primarily procured from commercial sources.  In general, supplies of raw materials and purchased parts are adequate to meet the requirements of the segment.

 

5



 

Backlog:

 

Funded sales backlog of the defense segment at September 30, 2005 was $476 million compared to $452 million at September 30, 2004.  Total backlog, including unfunded customer orders, was $728 million at September 30, 2005 compared to $756 million at September 30, 2004. Approximately $312 million of the September 30, 2005 total backlog is not expected to be completed by September 30, 2006.

 

Competition:

 

CDA’s broad defense business portfolio means we compete with numerous companies, large and small, domestic and international.  In many cases, we have also teamed with these same companies on specific bid opportunities.  Well known CDA competitors include Lockheed Martin, Northrop Grumman, General Dynamics, Boeing, L3 Communications and SAIC.  While CDA is generally smaller than its competition, we believe our competitive advantages include past performance, incumbent relationships and the ability to rapidly focus technology and innovation to solve customer problems.

 

Competition also exists among projects for funding in the defense budget.  While the U.S. defense budget has seen above average increases in recent years, long-term growth will only occur in those segments which offer very high payoff and are consistent with warfighting priorities and growing fiscal restraints.  The U.S. defense market today can be characterized as highly dynamic, with priorities and funding shifting in reaction to, or anticipation of, world events much more rapidly than during the Cold War or since.  Overarching military priorities include lighter, faster, more lethal forces with the ability and training to rapidly adapt to new situations based on superior knowledge of the battle environment.  Superior knowledge is enabled by systems which rapidly collect, process and disseminate the right information to the right place at the right time, resulting in what DoD calls network-centric warfare.  We believe Cubic’s training systems, training support and intelligence, surveillance and reconnaissance capabilities are well matched to these sustainable defense priorities.

 

TRANSPORTATION SYSTEMS

 

Cubic Transportation Systems (“CTS”) is the leading turnkey solution provider of automated fare collection systems for public transport authorities worldwide.  We provide a range of services and systems solutions for the bus, bus rapid transit, light rail, commuter rail, heavy rail, ferry and parking markets.  These solutions and services include system design, central computer systems, equipment design and manufacturing, device-level software, integration, test, installation, warranty, maintenance, computer hosting services, call center services, card management and distribution services, financial clearing and settlement, multi-application support and outsourcing services.  In addition, CTS designs, develops and manufactures its own technology components, such as smart card readers, magnetic ticket transports, and controller boards, for use within its suite of fare collection equipment consisting of on-bus solutions, access control solutions, vending solutions, retail and card issuing solutions, and mobile inspection and sales solutions.

 

Over the years, the transportation segment has been awarded over 400 projects in 40 major markets on 5 continents.  Active projects include London, the New York / New Jersey region, the Washington, D.C. / Baltimore / Virginia region, the Los Angeles region, the San Diego region, San Francisco, Minneapolis/St. Paul, Chicago, Atlanta, and Edmonton, Canada, Brisbane, Australia, and Scandinavia.

 

These programs provide a solid base of current business and the potential for additional future business as the systems are expanded.  In 1998, Transaction Systems Limited (TranSys), a joint venture company in which Cubic has a 37.5% ownership, was awarded a contract called “PRESTIGE” to outsource the London Transport fare collection services.  This 17-year contract, now in its eighth year, is the largest automated fare collection contract ever awarded.  Our share of the work, including all contract change orders to date, exceeds $900 million over the 17-year life of the contract.

 

6



 

Industry Overview

 

Transport agencies, particularly those based in the U.S., rely heavily on federal, state and local government for subsidies in capital investments, including new procurements and/or upgrades of automated fare collection systems.  The average lifecycle for fare collection systems is 12 to 15 years.  Procurements tend to follow a long and strict competitive bid process where the lowest price bid typically wins.

 

The automated fare collection business is a niche market able to sustain only a relatively few number of suppliers.  Because of the long life expectancy of these systems and only a few companies able to supply them, there is fierce competition to win these jobs, often resulting in low initial contract profitability.

 

Advances in communications, networking and security technologies are enabling interoperability of multiple modes of transportation within a single networked system as well as interoperability of multiple operators within a single networked system.  As such, there is a growing trend for regional ticketing systems, usually built around a large transit agency and including neighboring operators, all sharing a common regional smart card.  There is an emerging trend for other applications to be added to these regional systems to expand the utility of the smart card, offering higher value and incentives to the end users and lowering costs and creating new revenue streams for the regional system operators.  As a result, these regional systems have created opportunities for new levels of systems support and services including call center support, smart card production and distribution, financial clearing and settlement and multi-application support.  In some cases, operators are choosing to outsource the capital development, ongoing operations and commercialization of these regional ticketing systems. This growing new market provides the opportunity to establish lasting relationships and grow revenues and profits over the long-term.

 

Raw Materials:

 

Raw materials used in this segment include sheet steel, composite products, copper electrical wire and castings. A significant portion of the segment’s end product is composed of purchased electronic components and subcontracted parts and supplies. All of these items are procured from commercial sources.  In general, supplies of raw materials and purchased parts are adequate to meet the requirements of the segment.

 

Backlog:

 

Total sales backlog of the transportation systems segment was funded at September 30, 2005 and 2004, and amounted to $733 million and $734 million, respectively. Approximately $534 million of the September 30, 2005 total backlog is not expected to be completed by September 30, 2006.

 

Competition:

 

We are one of several companies involved in providing automated fare collection systems solutions and services for public transport operators worldwide including such foreign competitors as Thales, Ascom, Scheidt & Bachmann and ERG.  In addition, there are many smaller local companies, particularly in European and Asian markets.  For large national tenders, it is common practice to form consortiums that include, in addition to the fare collection companies noted above, telecommunications, consulting and computer services companies including Keane, Siemens, Accenture, Metropolitan Transit Railway Corporation, Unisys, Computer Sciences Corporation and EDS.  These procurement activities are very competitive and require that we have highly skilled and experienced technical personnel to compete. We believe that our competitive advantages include intermodal and interagency regional integration expertise, technical skills, past contract performance, systems quality and reliability, experience in the industry and long-term customer relationships.

 

7



 

OTHER OPERATIONS

 

Consolidated Converting Company converts corrugated paper stock into pizza boxes and other food related corrugated products.

 

Raw Materials:

 

Raw materials used by Consolidated Converting Company consist of paper products which are procured from commercial sources.  In general, supplies of raw materials are presently adequate to meet the requirements of this business.  Paper shortages could delay completion, or result in the cancellation, of customer orders.

 

Backlog:

 

Consolidated Converting Company had little sales backlog at September 30, 2005 and 2004. The business does not track sales backlog due to the short-term conversion of customer orders into sales and the absence of long-term contracts.

 

Competition:

 

This business competes with concerns of varying size, including some very large companies. It is not possible to predict the extent of the competition which present or future activities will encounter, particularly since the market for this subsidiary’s products is subject to rapidly changing competitive conditions.

 

BUSINESS STRATEGY

 

Our objective is to consistently grow sales, improve profitability and deliver attractive returns on capital.  We intend to build on our position with U.S. and foreign governments as the leading full spectrum supplier of training systems and mission support services, grow our niche position as a supplier of network-centric technologies for communications systems and products, and maintain our position as the leading provider of integrated intermodal regional transit fare collection systems to transit authorities worldwide. Our strategies to achieve these objectives include:

 

Leverage Long-Term Relationships

 

We seek to maintain long-term relationships with our customers through repeat business by continuing to achieve high levels of performance on our existing contracts.  By achieving this goal we can leverage our returns through repeat business with existing customers and expand our presence in the market through sales of similar systems at “good value” to additional customers.

 

An example of this in our defense segment is the recent competitive award of a contract to provide the next generation U.S. mobile ground training system.  Starting in the early 1980’s we built sophisticated ground training instrumented facilities for the U.S. and foreign militaries.  Our experience and innovation in this area of training technology was a key factor in the recent award by the U.S. Army of a five year $71 million contract for the first mobile training facilities known as Initial-Homestation Instrumentation Training System or “I-HITS”.  These new mobile training facilities will be deployed into combat areas and will utilize the latest in training technologies.

 

In our transportation segment we have had a relationship with the Washington Metropolitan Area Transportation Authority (WMATA) for 30 years, since we first implemented their magnetic ticketing system, and have over the years installed a complete back office system and over 4,000 pieces of equipment.  In 1999, we upgraded their system with SmarTripÒ, the first contactless smart card implementation in the U.S. and have since added other applications such as parking, security access and

 

8



 

prepaid transit benefits to the system.  We are currently rolling out the SmarTrip system to 1,600 WMATA buses, to over 2,000 buses throughout the Baltimore and Northern Virginia region and to the regional rail system.  We are also supplying a point-of-sale distribution network and upgrading the central computer system to offer region-wide services and to interface to a third party operated customer service center. Similarly, we are regionalizing integrated fare collection systems in London, New York and Southern California.

 

Maintain a Diversified Business Mix

 

We have a diverse mix of business in our defense and transportation systems segments. Approximately 53% of our sales are made directly or indirectly to the U.S. government, however, this represents a wide variety of product and service sales to many different U.S. government agencies. While as much as 15% of our sales in recent years came from the PRESTIGE contract in London, its share of total sales decreased to less than 7% in both 2004 and 2005. The London area is still one of our strongest markets for transportation systems but we believe the decreased reliance on a single customer is a positive trend for the transportation systems segment.

 

We also seek a reasonable balance between systems and service work in both the defense and transportation segments. In aggregate, approximately 44% of our sales revenue in 2005 was from service type work. We believe that a strong base of service work helps to smooth the revenue fluctuations inherent in systems type work.

 

Pursue Strategic Acquisitions

 

Through selective strategic acquisitions we seek to expand our customer base, broaden our technical solutions, gain staffing resources and leverage our entry into related new markets. In our defense segment we recently acquired a virtual training technology company that broadened our presence in the training market and expanded our relationship with one of our key U.S. Army customers.  In our transportation segment, we recently acquired two small parking product companies.  The strategic benefit of these acquisitions was to secure a presence in the Canadian marketplace where we see future fare collection system opportunities, such as Toronto, and to expand fare collection solutions for our core customers who want to offer smart card enabled on-street and off-street parking solutions.

 

OTHER MATTERS

 

We pursue a policy of seeking patent protection for our products where deemed advisable, but do not regard ourselves as materially dependent on patents for the maintenance of our competitive position.

 

We do not engage in any significant business that is seasonal in nature. Because our revenues are generated primarily from work on contracts performed by our employees and subcontractors, first quarter revenues tend to be lower than the other three quarters due to our policy of providing many of our employees seven holidays in the first quarter, compared to one or two in each of the other quarters of the year. This is not necessarily a consistent pattern as it depends upon actual activities in any given year.

 

The cost of Company sponsored research and development (R&D) activities was $8.1 million, $5.5 million, $4.8 million in 2005, 2004, 2003, respectively. We do not rely heavily on independent R&D, as most of our new product development occurs in conjunction with the performance of work on our contracts. The amount of contract required product development activity increased in 2005 to $65 million, compared to $51 million and $46 million in 2004 and 2003, respectively; however, these costs are included in cost of sales as they are directly related to contract performance.

 

We comply with federal, state and local laws and regulations regarding discharge of materials into the environment and the handling and disposal of materials classed as hazardous and/or toxic. Such compliance has no material effect upon the capital expenditures, earnings or competitive position of the Company.

 

We employed approximately 6,000 persons at September 30, 2005.

 

9



 

Our domestic products and services are sold almost entirely by our employees.  Overseas sales are made either directly or through representatives or agents.

 

Typically our long-term contracts provide for progress or advance payments by our customers, which provide assistance in financing the working capital requirements on those contracts.

 

RISK FACTORS

 

The following are some of the factors we believe could cause our actual results to differ materially from expected and historical results.  Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business.  If any of the risks or uncertainties described below or any such additional risks and uncertainties actually occur, our business, results of operations or financial condition could be materially and adversely affected.

 

We depend on government contracts for substantially all of our revenues and the loss of government contracts or a delay or decline in funding of existing or future government contracts could adversely affect our sales and cash flows and our ability to fund our growth.

 

Our revenues from contracts, directly or indirectly, with foreign and United States, state, regional and local governmental agencies represented more than 95% of our total revenues in fiscal year 2005.  Although these various government agencies are subject to common budgetary pressures and other factors, many of our various government customers exercise independent purchasing decisions.  Because of the concentration of business with governmental agencies, we are vulnerable to adverse changes in our revenues, income and cash flows if a significant number of our government contracts or subcontracts or prospects are delayed or canceled for budgetary or other reasons.

 

The factors that could cause us to lose these contracts or could otherwise materially harm our business, prospects, financial condition or results of operations include:

 

                  re-allocation of government resources as the result of actual or threatened terrorism or hostile activities;

 

                  budget constraints affecting government spending generally, or specific departments or agencies such as U.S. or foreign defense and transit agencies and regional transit agencies, and changes in fiscal policies or a reduction of available funding;

 

                  changes in government programs or requirements or their timing;

 

                  curtailment of government’s use of technology products and service providers;

 

                  the adoption of new laws or regulations pertaining to government procurement;

 

                  government appropriations delays or shutdowns;

 

                  suspension or prohibition from contracting with the government or any significant agency with which we conduct business;

 

                  impairment of our reputation or relationships with any significant government agency with which we conduct business;

 

                  impairment of our ability to provide third-party guarantees and letters of credit; and

 

                  delays in the payment of our invoices by government payment offices.

 

Government spending priorities may change in a manner adverse to our businesses.

 

In the past, our businesses have been adversely affected by significant changes in government spending during periods of declining budgets.  A significant decline in overall spending, or the decision not to exercise options to renew contracts, or the loss of or substantial decline in spending on a large program in

 

10



 

which we participate could materially adversely affect our business, prospects, financial condition or results of operations.  As an example, the U.S. defense and intelligence budgets generally, and spending in specific agencies with which we work, such as the Department of Defense, have declined from time to time for extended periods since the mid-1980s, resulting in program delays, program cancellations and a slowing of new program starts.  Although spending on defense-related programs by the U.S. government has recently increased, future levels of expenditures and authorizations for those programs may decrease, remain constant or shift to programs in areas where we do not currently provide products or services.

 

Even though our contract periods of performance for a program may exceed one year, Congress must usually approve funds for a given program each fiscal year and may significantly reduce funding of a program in a particular year.  Significant reductions in these appropriations or the amount of new defense contracts awarded may affect our ability to complete contracts, obtain new work and grow our business.  Congress does not always enact spending bills by the beginning of the new fiscal year.  Such delays leave the affected agencies under-funded which delays their ability to contract.  Future delays and uncertainties in funding could impose additional business risks on us.

 

Our contracts with government agencies may be terminated or modified prior to completion, which could adversely affect our business.

 

Government contracts typically contain provisions and are subject to laws and regulations that give the government agencies rights and remedies not typically found in commercial contracts, including providing the government agency with the ability to unilaterally:

 

                  terminate our existing contracts;

 

                  reduce the value of our existing contracts;

 

                  modify some of the terms and conditions in our existing contracts;

 

                  suspend or permanently prohibit us from doing business with the government or with any specific government agency;

 

                  control and potentially prohibit the export of our products;

 

                  cancel or delay existing multiyear contracts and related orders if the necessary funds for contract performance for any subsequent year are not appropriated;

 

                  decline to exercise an option to extend an existing multiyear contract; and

 

                  claim rights in technologies and systems invented, developed or produced by us.

 

Most U.S. government agencies can terminate their contracts with us for convenience, and in that event we generally may recover only our incurred or committed costs, settlement expenses and profit on the work completed prior to termination.  If an agency terminates a contract with us for default, we are denied any recovery and may be liable for excess costs incurred by the agency in procuring undelivered items from an alternative source.  We may receive show-cause or cure notices under contracts that, if not addressed to the agency’s satisfaction, could give the agency the right to terminate those contracts for default or to cease procuring our services under those contracts.

 

In the event that any of our contracts were to be terminated or adversely modified, there may be significant adverse effects on our revenues, operating costs and income that would not be recoverable.

 

Failure to retain existing contracts or win new contracts under competitive bidding processes may adversely affect our revenue.

 

We obtain most of our contracts through a competitive bidding process, and substantially all of the business that we expect to seek in the foreseeable future likely will be subject to a competitive bidding process.  Competitive bidding presents a number of risks, including:

 

                  the need to compete against companies or teams of companies with more financial and marketing resources and more experience in bidding on and performing major contracts than we have;

 

11



 

                  the need to compete against companies or teams of companies that may be long-term, entrenched incumbents for a particular contract for which we are competing and that have, as a result, greater domain expertise and better customer relations;

 

                  the need to compete to retain existing contracts that have in the past been awarded to us on a sole-source basis;

 

                  the expense and delay that may arise if our competitors protest or challenge new contract awards;

 

                  the need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties, cost overruns or both;

 

                  the substantial cost and managerial time and effort, including design, development and marketing activities, necessary to prepare bids and proposals for contracts that may not be awarded to us;

 

                  the need to develop, introduce, and implement new and enhanced solutions to our customers’ needs;

 

                  the need to locate and contract with teaming partners and subcontractors; and

 

                  the need to accurately estimate the resources and cost structure that will be required to perform any fixed-price contract that we are awarded.

 

We may not be afforded the opportunity in the future to bid on contracts that are held by other companies and are scheduled to expire if the agency decides to extend the existing contract.  If we are unable to win particular contracts that are awarded through the competitive bidding process, we may not be able to operate in the market for services that are provided under those contracts for a number of years.  If we win a contract, and upon expiration, if the customer requires further services of the type provided by the contract, there is frequently a competitive rebidding process and there can be no assurance that we will win any particular bid, or that we will be able to replace business lost upon expiration or completion of a contract.

 

Because of the complexity and scheduling of contracting with government agencies, we occasionally incur costs before receiving contractual funding by the government agency.  In some circumstances, we may not be able to recover these costs in whole or in part under subsequent contractual actions.

 

If we are unable to consistently retain existing contracts or win new contract awards, our business prospects, financial condition and results of operations will be adversely affected.

 

Government audits of our contracts could result in a material charge to our earnings and have a negative effect on our cash position following an audit adjustment.

 

Many of our government contracts are subject to cost audits which may occur several years after the period to which the audit relates.  If an audit identifies significant unallowable costs, we could incur a material charge to our earnings or reduction in our cash position.

 

Our international business exposes us to additional risks, including exchange rate fluctuations, foreign tax and legal regulations and political or economic instability that could harm our operating results.

 

Our international operations, including our contract for the London Transport fare collection system, subject us to risks associated with operating in and selling products or services in foreign countries, including:

 

                  devaluations and fluctuations in currency exchange rates;

 

                  changes in foreign laws that adversely affect our ability to sell our products or services or our ability to repatriate profits to the United States;

 

                  increases or impositions of withholding and other taxes on remittances and other payments by foreign subsidiaries or joint ventures to us;

 

                  increases in investment and other restrictions or requirements by foreign governments in order to operate in the territory or own the subsidiary;

 

                  costs of compliance with local laws, including labor laws;

 

12



 

                  export control regulations and policies which govern our ability to supply foreign customers;

 

                  unfamiliar and unknown business practices and customs;

 

                  domestic and foreign government policies, including requirements to expend a portion of program funds locally and governmental industrial cooperation requirements;

 

                  the complexity and necessity of using foreign representatives and consultants;

 

                  the uncertainty of the ability of foreign customers to finance purchases;

 

                  imposition of tariffs or embargoes, export controls and other trade restrictions;

 

                  the difficulty of management and operation of an enterprise in various countries; and

 

                  economic and geopolitical developments and conditions, including international hostilities, acts of terrorism and governmental reactions, inflation, trade relationships and military and political alliances.

 

Our foreign subsidiaries and joint ventures generally conduct business in foreign currencies and enter into contracts and make purchase commitments that are denominated in foreign currencies.   Accordingly, we are exposed to fluctuations in exchange rates, which could have a significant impact on our results of operations.  We have no control over the factors that generally affect this risk, such as economic, financial and political events and the supply of and demand for applicable currencies.  While we use foreign exchange forward and option contracts to hedge significant contract sales and purchase commitments that are denominated in foreign currencies, our hedging strategy may not prevent us from incurring losses due to exchange fluctuations.

 

Our operating margins may decline under our fixed-price contracts if we fail to estimate accurately the time and resources necessary to satisfy our obligations.

 

Approximately 73% of our revenues in 2005 were from fixed-price contracts under which we bear the risk of cost overruns.  Our profits are adversely affected if our costs under these contracts exceed the assumptions we used in bidding for the contract.  Often, we are required to fix the price for a contract before the project specifications are finalized, which increases the risk that we will incorrectly price these contracts. The complexity of many of our engagements makes accurately estimating the time and resources required more difficult.

 

We may be liable for civil or criminal penalties under a variety of complex laws and regulations, and changes in governmental regulations could adversely affect our business and financial position.

 

Our businesses must comply with and are affected by various government regulations that impact our operating costs, profit margins and our internal organization and operation of our businesses. These regulations affect how we do business and, in some instances, impose added costs.  Any changes in applicable laws could adversely affect our financial performance.  Any material failure to comply with applicable laws could result in contract termination, price or fee reductions or suspension or debarment from contracting.  The more significant regulations include:

 

                  the Federal Acquisition Regulations and all department and agency supplements, which comprehensively regulate the formation, administration and performance of U.S. government contracts;

 

                  the Truth in Negotiations Act and implementing regulations, which require certification and disclosure of all cost and pricing data in connection with contract negotiations;

 

                  laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data;

 

                  regulations of most state and regional agencies and foreign governments similar to those described above;

 

                  the Sarbanes-Oxley Act of 2002; and

 

13



 

                  tax laws and regulations in the U.S. and in other countries in which we operate.

 

Our failure to identify, attract and retain qualified technical and management personnel could adversely affect our existing businesses.

 

We may not be able to attract and retain the highly qualified technical personnel, including engineers, computer programmers, and personnel with security clearances required for classified work, or management personnel to supervise such activities that are necessary for maintaining and growing our existing businesses.

 

We may incur significant costs in protecting our intellectual property which could adversely affect our profit margins. Our inability to protect our patents and proprietary rights could adversely affect our businesses’ prospects and competitive positions.

 

We seek to protect proprietary technology and inventions through patents and other proprietary-right protection.  The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States.  If we are unable to obtain or maintain these protections, we may not be able to prevent third parties from using our proprietary rights. In addition, we may incur significant expense both in protecting our intellectual property and in defending or assessing claims with respect to intellectual property owned by others.

 

We also rely on trade secrets, proprietary know-how and continuing technological innovation to remain competitive.  We have taken measures to protect our trade secrets and know-how, including the use of confidentiality agreements with our employees, consultants and advisors.  These agreements may be breached and remedies for a breach may not be sufficient to compensate us for damages incurred.  We generally control and limit access to our product documentation and other proprietary information.  Other parties may independently develop our know-how or otherwise obtain access to our technology.

 

We compete primarily for government contracts against many companies that are larger, better financed and better known than us.  If we are unable to compete effectively, our business and prospects will be adversely affected.

 

Our businesses operate in highly competitive markets.  Many of our competitors are larger, better financed and better known companies who may compete more effectively than we can.  In order to remain competitive, we must keep our capabilities technically advanced and compete on price and on value added to our customers.  Our ability to compete may be adversely affected by limits on our capital resources and our ability to invest in maintaining and expanding our market share.

 

The terms of our financing arrangements may restrict our financial and operational flexibility, including our ability to invest in new business opportunities.

 

We currently have unsecured borrowing arrangements.  The terms of these borrowing arrangements include provisions that require and/or limit our levels of working capital, debt and net worth and coverage of fixed charges.  We also have provided performance guarantees to various customers that include financial covenants including limits on working capital, debt, tangible net worth and cash flow coverage.

 

We may incur future obligations that would subject us to additional covenants that affect our financial and operational flexibility or subject us to different events of default.

 

Our revenues could be less than expected if we are not able to deliver services or products as scheduled due to disruptions in supply.

 

Because our internal manufacturing capacity is limited, we use contract manufacturers. While we use care in selecting our manufacturers, we have less control over the reliability of supply, quality and price of products or components than if we manufactured them.  In some cases, we obtain products from a sole supplier or a limited group of suppliers.  Consequently, we risk disruptions in our supply of key products and components if our suppliers fail or are unable to perform because of strikes, natural disasters, financial condition or other factors.  Any material supply disruptions could adversely affect our ability to perform our obligations under our contracts and could result in cancellation of contracts or purchase orders, penalties, delays in realizing revenues, payment delays, as well as adversely affect our ongoing

 

14



 

product cost structure.

 

Failure to perform by one of our subcontractors could materially and adversely affect our prime contract performance and our ability to obtain future business.

 

Our performance of contracts may involve subcontracts, upon which we rely to deliver the products to our customers.  We may have disputes with subcontractors.  A failure by a subcontractor to satisfactorily deliver products or services may adversely affect our ability to perform our obligations as a prime contractor.  Any subcontractor performance deficiencies could result in the customer terminating our contract for default, which could expose us to liability for excess costs of reprocurement by the customer and have a material adverse effect on our ability to compete for other contracts.

 

We may acquire other companies, which could increase our costs or liabilities or be disruptive.

 

Part of our strategy involves the acquisition of other companies.  We may not be able to integrate acquired entities successfully without substantial expense, delay or operational or financial problems.  The acquisition and integration of new businesses involves risk.  The integration of acquired businesses may be costly and may adversely impact our results of operations or financial condition:

 

                  we may need to divert management resources to integration, which may adversely affect our ability to pursue other more profitable activities;

 

                  integration may be difficult as a result of the necessity of coordinating geographically separated organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures;

 

                  we may not eliminate redundant costs in selecting acquisition candidates; and

 

                  one or more of our acquisition candidates may also have unexpected liabilities or adverse operating issues that we fail to discover through our due diligence procedures prior to the acquisition.

 

Our results of operations have historically fluctuated and may continue to fluctuate significantly in the future, which could adversely affect the market price of our common stock.

 

Our revenues are affected by factors such as the unpredictability of contract awards due to the long procurement process for most of our products and services, the potential fluctuation of governmental agency budgets, the time it takes for the new markets we target to develop and for us to develop and provide products and services for those markets, competition and general economic conditions.  Our contract type/product mix and unit volume, our ability to keep expenses within budget, and our pricing affect our operating margins. Significant growth in costs to complete our contracts, such as we experienced in our transportation systems business in 2005, may adversely affect our results of operations in future periods. These factors and other risk factors described herein may adversely affect our results of operations and cause our financial results to fluctuate significantly on a quarterly or annual basis.  Consequently, we do not believe that comparison of our results of operations from period to period is necessarily meaningful or predictive of our likely future results of operations. In some future financial period our operating results may be below the expectations of public market analysts or investors.  If so, the market price of our securities may decline significantly.

 

15



 

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION

 

This report, including the documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to the “safe harbor” created by those sections. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or our future financial and/or operating performance are not historical and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “predict,” “potential,” “opportunity” and similar words or phrases or the negatives of these words or phrases.  These statements involve estimates, assumptions and uncertainties, including those discussed in “Risk Factors” and elsewhere throughout this filing and in the documents incorporated by reference into this filing that could cause actual results to differ materially from those expressed in these statements.

 

Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements.  In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance and you should not use our historical performance to anticipate results or future period trends.  Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

16



 

Item 2.    PROPERTIES.

 

We conduct our operations in approximately 1.6 million square feet of both owned and leased properties located in the United States and foreign countries.  We own approximately 75% of the square footage, including 540,000 square feet located in San Diego, California and 468,000 square feet located in Orlando, Florida.  All owned and leased properties are considered in good condition and, with the exception of the Orlando facility, adequately utilized.  We are currently using or leasing approximately 270,000 square feet of the Orlando facility and have hired a property management firm to assist us in leasing the excess space to third parties. The following table identifies significant properties by business segment:

 

Location of Property

 

Owned or Leased

 

 

 

Corporate Headquarters:

 

 

San Diego, CA

 

Owned

 

 

 

Defense:

 

 

Arlington, VA

 

Leased

Auckland, New Zealand

 

Leased

Hampton, VA

 

Leased

Honolulu, HI

 

Leased

Kingstowne, VA

 

Leased

Lacey, WA

 

Leased

Leavenworth, KS

 

Leased

Orlando, FL

 

Leased and owned

San Diego, CA

 

Leased and owned

Santa Clara, CA

 

Leased

Shalimar, FL

 

Leased

Singapore

 

Leased

Tijuana, Mexico

 

Leased

 

 

 

Transportation Systems:

 

 

Auburn, NSW Australia

 

Leased

Glostrup, Denmark

 

Leased

Chantilly, VA

 

Leased

Chicago, IL

 

Leased

Frankfurt, Germany

 

Leased

London, England

 

Leased

Los Angeles, CA

 

Leased

Montreal, Canada

 

Leased

New York, NY

 

Leased and owned

Merthsham, Surrey, England

 

Leased

Salfords, Surrey, England

 

Owned

San Diego, CA

 

Leased and owned

Tullahoma, TN

 

Owned

Vancouver, Canada

 

Leased

 

 

 

Other:

 

 

Whittier, CA

 

Leased

 

 

 

Investment properties:

 

 

San Diego, CA

 

Owned

Teterboro, NJ

 

Leased

 

17



 

Item 3.    LEGAL PROCEEDINGS.

 

In 1991, the government of Iran commenced an arbitration proceeding against the Company seeking $12.9 million for reimbursement of payments made for equipment that was to comprise an Air Combat Maneuvering Range pursuant to a sales contract and an installation contract executed in 1977, and an additional $15 million for unspecified damages. The Company contested the action and brought a counterclaim for compensatory damages of $10.4 million.  In May 1997, the arbitral tribunal awarded the government of Iran $2.8 million, plus simple interest at the rate of 12% per annum from September 21, 1991 through May 5, 1997. In December 1998, the United States District Court granted a motion by the government of Iran confirming the arbitral award but denied Iran’s request for additional interest and costs. Both parties have appealed. In October 2004, the 9th Circuit Court of Appeals issued a decision in the case of two interveners who are attempting to claim an attachment on the amount that was awarded to Iran in the original arbitration. The Court denied one of the intervener’s liens but confirmed the second one’s lien. Iran has asked the U.S. Supreme Court to review the 9th Circuit decision. Pending any such review, the matter is on hold in the 9th Circuit and the obligation upon Cubic to pay is stayed. Under current United States law and policy, any payment to the Revolutionary Government of Iran must first be licensed by the U.S. government. The Company is unaware of the likelihood of the U.S. government granting such a license. The Company is continuing to pursue its appeal in the 9th Circuit case against Iran, and management believes that a license from the U.S. government would be required in any case to make payment to or on behalf of Iran. However, in light of the 9th Circuit Court’s decision in the related intervener’s case, in 2004 the Company established a reserve of $6 million for the estimated potential liability and will continue to accrue interest on this amount until the ultimate outcome of the case is determined.

 

In January 2005, a bus fare collection system customer in North America issued a “cure notice” to the Company, alleging that its performance was not in accord with the contract. After unsuccessful negotiations with the customer, in March 2005, the Company filed for a temporary restraining order requesting that the customer be restrained from further interfering with the Company’s performance and from issuing a termination notice. The next business day, the customer issued a letter terminating the contract for default. In April 2005, the customer filed a claim for breach of contract, seeking damages for “all actual, consequential and liquidated damages sustained” as well as attorney’s fees. The contract limits liability to the contract value of $8.2 million, but the customer appears to be attempting to avoid that limitation. In May 2005, the Company filed an answer and general denial and subsequently filed a verified petition alleging breach of contract and other substantive claims, claiming the amount owed under the contract of $4.2 million, plus interest and attorney’s fees. Management believes that both the customer’s default notice and claim for damages are unsupported and the Company is vigorously defending against the allegations. Based on the advice of counsel, management believes the Company had substantially completed the contract prior to termination and that the remaining contract value is due and that the Company will prevail at trial; however, due to the uncertainty of collecting the outstanding receivable balance an allowance for doubtful accounts of $4.2 million was established and all costs incurred in the performance of the contract and costs incurred outside the scope of the contract were expensed in the year ended September 30, 2005.

 

In June 2005, a company that Cubic had an alleged agreement with to potentially bid on a portion of automated fare collection contracts filed a court claim for breach of contract, fraud, negligent misrepresentation, theft of trade secrets, and other related allegations. The claim seeks $15.0 million in compensatory damages, punitive damages, disgorgement of profits and a permanent injunction. In accordance with the underlying contract arbitration clause, in July 2005 the Company filed a claim with the American Arbitration Association and requested the court case be stayed or dismissed. The Court denied the Company’s motion to transfer the case to arbitration. The Company has appealed that decision to the California Court of Appeals. Based on information currently available, management believes there is no merit to the claim and that it will prevail in this matter. Therefore, no liability has been recorded as of September 30, 2005.

 

The Company is not a party to any other pending proceedings, other than ordinary litigation incidental to the business. Management believes the outcome of these proceedings and the proceedings described above will not have a materially adverse effect on the Company’s financial position.

 

18



 

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Information regarding submission of matters to a vote of security holders is incorporated herein by reference from our definitive Proxy Statement, which will be filed no later than 30 days prior to the date of the Annual Meeting of Shareholders.

 

PART II

 

Item 5.    MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS.

 

The principal market on which our common stock is being traded is the American Stock Exchange under the symbol CUB.  The closing high and low sales prices for the stock, as reported in the consolidated transaction reporting system on the American Stock Exchange for the quarterly periods during the past two fiscal years, and dividend information for those periods, are as follows:

 

MARKET AND DIVIDEND INFORMATION

 

 

 

Sales Price of Common Shares

 

Dividends per Share

 

 

 

Fiscal 2005

 

Fiscal 2004

 

Fiscal 2005

 

Fiscal 2004

 

 

 

High

 

Low

 

High

 

Low

 

 

 

 

 

First quarter

 

$

25.92

 

$

21.36

 

$

30.10

 

$

22.17

 

 

 

Second quarter

 

24.15

 

18.35

 

27.01

 

21.13

 

$

.09

 

$

.07

 

Third quarter

 

19.80

 

16.53

 

28.39

 

20.52

 

 

 

Fourth quarter

 

19.47

 

16.61

 

25.31

 

19.26

 

$

.09

 

$

.09

 

 

On November 18, 2005, the closing price of our common stock on the American Stock Exchange was $17.80.

 

There were approximately 1,200 shareholders of record of our common stock as of November 18, 2005.

 

19



 

Item 6. SELECTED FINANCIAL DATA.

 

FINANCIAL HIGHLIGHTS AND SUMMARY OF CONSOLIDATED OPERATIONS

 

(amounts in thousands, except per share data)

 

 

 

Years Ended September 30,

 

 

2005

 

2004

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

 

 

Results of Operations:

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

804,372

 

$

722,012

 

$

634,061

 

$

559,604

 

$

501,679

 

Cost of sales

 

672,541

 

549,170

 

493,377

 

426,012

 

385,569

 

Selling, general and administrative expenses

 

110,644

 

107,139

 

87,888

 

85,459

 

76,052

 

Interest expense

 

5,386

 

4,658

 

3,659

 

3,538

 

3,601

 

Income taxes

 

453

 

19,394

 

18,514

 

11,484

 

10,266

 

Net income

 

11,628

 

36,911

 

36,519

 

29,437

 

20,842

 

 

 

 

 

 

 

 

 

 

 

 

 

Average number of shares outstanding

 

26,720

 

26,720

 

26,720

 

26,720

 

26,720

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

0.44

 

$

1.38

 

$

1.37

 

$

1.10

 

$

0.78

 

Cash dividends

 

0.18

 

0.16

 

0.14

 

0.13

 

0.13

 

 

 

 

 

 

 

 

 

 

 

 

 

Year-End Data:

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

$

297,158

 

$

298,767

 

$

255,292

 

$

213,163

 

$

190,895

 

Equity per share

 

11.12

 

11.18

 

9.55

 

7.98

 

7.14

 

Total assets

 

547,280

 

542,924

 

460,226

 

374,459

 

341,347

 

Long-term debt

 

43,776

 

50,037

 

47,142

 

48,571

 

50,000

 

 

This summary should be read in conjunction with the related consolidated financial statements and accompanying notes.

 

20



 

Item 7.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Our two primary businesses are in the defense and transportation industries. For the year ended September 30, 2005, 68% of sales were derived from defense, while 32% were derived from transportation fare collection systems and other commercial operations. These are high technology businesses that design, manufacture and integrate complex systems to meet the needs of various federal and regional government agencies in the U.S. and other nations around the world. The U.S. Government remains our largest customer, accounting for approximately 53% of sales in 2005 compared to 50% in 2004 and 44% in 2003.

 

Cubic Defense Applications is a diversified supplier of constructive, live and virtual military training systems, services and communication systems and products to the U.S. Department of Defense, other government agencies and allied nations. We design instrumented range systems for fighter aircraft, armored vehicles and infantry force-on-force live training; weapons effects simulations; laser-based tactical and communication systems; and precision gunnery solutions.  Our services are focused on training mission support, computer simulation training, distributed interactive simulation, development of military training doctrine, force modernization services for NATO entrants and field operations and maintenance. Our communications products are aimed at intelligence, surveillance, and search and rescue markets.

 

Cubic Transportation Systems develops and delivers innovative fare collection systems for public transit authorities worldwide.  We provide hardware, software and multiagency, multimodal transportation integration technologies and services that allow the agencies to efficiently collect fares, manage their operations, reduce shrinkage and make using public transit a more convenient and attractive option for commuters.

 

Consolidated Overview

 

Sales in fiscal 2005 were $804 million compared to $722 million in 2004, an increase of 11%, and the fourth consecutive year of double-digit sales growth. Sales of $722 million in 2004 represented a 14% increase over 2003 sales of $634 million. All of the sales growth in both 2004 and 2005 came from the defense segment, while transportation systems sales were virtually flat for the three year period from 2003 to 2005. The growth in 2005 defense sales all came from existing businesses, while nearly $40 million of the growth in fiscal 2004 defense sales came from the training systems business we acquired at the end of 2003. Transportation systems made two small acquisitions, one at the end of 2004 and one early in 2005, which added about $9 million to fiscal 2005 transportation systems sales. See the segment discussions following for further analysis of segment sales.

 

Operating income fell to $13.1 million in 2005 compared to $54.2 million in 2004, representing a 76% decrease. Operating income in 2004 increased by 13% over 2003 operating income of $48.0 million. The primary cause of the decrease in operating income in 2005 was an operating loss of $13.8 million incurred in the transportation systems segment, compared to operating income for the segment of $28.2 million in 2004. Defense operating income decreased from $34.5 million in 2004 to $30.1 million in 2005 primarily due to a change in sales from mature to newer systems with significant research and development content. Operating income was also impacted in 2005 by the costs of initial year compliance with Section 404 of the Sarbanes-Oxley Act of 2002. These costs, which are included in corporate and other costs in our segment reporting, amounted to $1.4 million and included consultants, software and additional audit fees. In 2004, both segments posted operating income improvements over 2003, with the bigger increase coming from the defense segment. Operating income in 2004 was impacted by a $6 million provision for a legal matter that arose from a contract with the government of Iran in 1977. Although this was a defense related contract, we did not include this provision in the defense segment due to the remote connection of this matter to our current defense operations, since the events in question occurred more than 25 years ago. See the segment discussions following for further details of segment operating results.

 

Net income in 2005 was $11.6 million ($0.44 per share), down 69% from $36.9 million ($1.38 per share)

 

21



 

in 2004. Net income in 2004 was nearly the same as 2003 net income of $36.5 million ($1.37 per share). The drop in net income in 2005 was primarily because of the operating loss in the transportation systems segment, and was further impacted by the decrease in defense segment operating income. Approximately $2.8 million of the 2005 net income was from a reduction in tax contingency reserves in the fourth quarter, while $2.3 million, after taxes, of the 2004 net income was from a gain on the sale of a life insurance policy in the third quarter. The loss provision for the Iran legal matter described above reduced 2004 net income in the fourth quarter by approximately $3.8 million after taxes. Approximately $5.3 million, after taxes, of the 2003 net income was from gains on the sale of two parcels of real, which were no longer used in the business. The following table provides insight into our results of operations by summarizing the effects of these items on our net income:

 

 

 

2005

 

2004

 

2003

 

 

 

(in millions)

 

Earnings before certain identified items

 

$

8.8

 

$

38.4

 

$

31.2

 

Gains on sale of assets

 

 

2.3

 

5.3

 

Provision for litigation (Iran)

 

 

(3.8

)

 

Reversal of tax contingency reserves

 

2.8

 

 

 

Net income as reported

 

$

11.6

 

$

36.9

 

$

36.5

 

 

The gross margin fell to 16.4% in 2005 compared to 23.9% in 2004 and 22.2% in 2003. This decrease in 2005 reflects the losses incurred on contracts in the transportation systems segment and lower margins from the defense segment due to a loss in the Communications and Electronics Business Unit.

 

Selling, general and administrative (SG&A) expenses decreased to 13.8% of sales compared to 14.8% in 2004 and 13.9% in 2003. SG&A expenses in the defense segment increased in both 2004 and 2005 in support of the higher sales volume, but decreased as a percentage of sales in 2005. Transportation systems SG&A expenses decreased in 2005, after having increased in 2004 due to legal, consulting and engineering support costs incurred that year related to a contractual dispute with a former subcontractor.

 

Company sponsored research and development (R&D) spending increased in 2005 over the 2004 level, however, R&D costs continued to be incurred primarily in connection with customer funded activities. We do not rely heavily on company sponsored R&D, as most of our new product development occurs in conjunction with the performance of work on our contracts. The amount of contract required development activity increased in 2005 to $65 million, compared to $51 million in 2004 and $46 million in 2003; however, these costs are included in cost of sales as they are directly related to contract performance.

 

Interest and dividend income increased in 2005 over both 2004 and 2003 due to somewhat higher cash balances available for investment and higher interest rates. Other income increased in 2005 compared to 2004, primarily because of increased foreign currency exchange gains on intercompany advances to our U.K. subsidiary, primarily in the first quarter. Interest expense increased in both 2004 and 2005 due to higher amounts of short-term borrowings during each year than in the previous year.

 

Our effective tax rate for 2005 was 3.7% of pretax income compared to 34.4% in 2004 and 33.6% in 2003. The decrease in our effective rate in 2005 was due primarily to the reversal of tax contingency provisions related to a foreign and a domestic state tax matter, each of which was resolved in our favor during, or subsequent to, the fourth quarter. Our effective tax rate could be affected in future years by, among other factors, the mix of business between U.S. and foreign jurisdictions, our ability to take advantage of available tax credits, and audits of our records by taxing authorities.

 

Tax legislation enacted in 2004 repealed the Extraterritorial Income (ETI) exclusion relating to export sales. Over a transition period which began in 2005, the new tax rules phase-out the ETI exclusion benefit and provide for a new tax deduction in computing profits from the sale of products manufactured in the United States. The tax benefit we realize from the new legislation is expected to be substantially equivalent to the benefit we realized under the repealed ETI exclusion.

 

22



 

We are continuing to evaluate the impact of tax legislation enacted in 2004 that provides incentives for repatriation of capital to the U.S. We must determine if it will be beneficial to take advantage of the provisions of the legislation by reinvesting some amount of capital in the United States in fiscal 2006. We believe that if the decision is made to reinvest a portion of this capital in the U.S., the related tax liability will not have a material impact on Cubic’s results of operations or financial position.

 

Defense Segment

 

Years ended September 30,

 

2005

 

2004

 

2003

 

 

 

(in millions)

 

 

 

 

 

 

 

 

 

Defense Segment Sales

 

 

 

 

 

 

 

Communications and electronics

 

$

52.5

 

$

65.5

 

$

55.0

 

Training systems

 

227.9

 

181.6

 

160.1

 

Government services

 

257.0

 

202.4

 

148.8

 

Other

 

6.0

 

3.4

 

1.2

 

 

 

$

543.4

 

$

452.9

 

$

365.1

 

 

 

 

 

 

 

 

 

Defense Segment Operating Income

 

 

 

 

 

 

 

Communications and electronics

 

$

(4.9

)

$

6.6

 

$

4.2

 

Training systems

 

17.0

 

14.5

 

12.3

 

Government services

 

19.2

 

13.2

 

8.2

 

Tactical systems and other

 

(1.2

)

0.2

 

(0.1

)

 

 

$

30.1

 

$

34.5

 

$

24.6

 

 

Defense sales grew to $543 million in 2005 from $453 million in 2004, a 20% increase. All of the increase in 2005 sales was “organic,” coming from businesses we owned in 2004. The biggest sales increase came from the government services business unit, which increased 27% from $202 million in 2004 to $257 million in 2005. The increase in government services sales came both from new contracts and the expansion of existing programs. The most significant growth came from a contract at the Joint Readiness Training Center (JRTC) in Fort Polk, LA, in support of combat training exercises and from contracts for modeling the effects of weapons of mass destruction. Training systems sales increased by 25%, from $182 million to $228 million, as a result of growth in sales of air and ground combat training systems and laser engagement systems to the U.S. and allied governments. Air combat training sales increased in 2005 as activity on the major IDIQ contract we won in 2003 expanded. Ground combat training sales also increased due to training ranges we are building in Canada, Australia and the Middle East. We received new orders during the year for multiple integrated laser engagement systems (MILES), resulting in higher sales from this product line as well. Communications and electronics sales decreased 20% from $66 million in 2004 to $53 million in 2005, as sales of legacy data link and avionics products declined. We are encouraged by orders we received recently for our new communications and electronics products, which we expect will generate higher sales for this product line in the future.

 

Defense sales of $453 million in 2004 represented an increase of 24% over 2003 sales of $365 million. Of the increase in 2004 sales, nearly $40 million came from the Simulation Systems Division (SSD) acquired in September 2003, which is included with training systems in the foregoing table. Not including SSD, defense sales would have increased 13% from 2003 to 2004. This growth came despite a decrease of nearly $20 million in training systems sales, other than from SSD, due primarily to a decline in air combat training sales from the 2003 level. MILES sales also decreased in 2004, but this decrease was more than offset by higher sales from ground combat training systems. Communications and Electronics Business Unit sales were also higher in 2004 because of a contract we won in 2003 to develop a common data link subsystem (CDLS) for the U.S. Navy. Government services sales increased by $54 million in 2004, a 36% increase. As in 2005, the most significant sales increase in government services came from the JRTC contract. Other than from JRTC, government services sales grew by 20% in 2004.

 

23



 

Operating income in the defense segment fell to $30.1 million in 2005 from $34.5 million in 2004, a 13% decrease, after having increased 40% in 2004.  Higher operating income from training systems and government services was more than offset by an operating loss in communications and electronics and start up expenses for the joint venture we entered into early in the year. This 50/50 joint venture arrangement with the U.S. subsidiary of Rafael Armament Development Authority Ltd. (Rafael), an Israeli company, will manufacture certain Rafael products for sale to the U.S. and Israeli defense forces. This new company began operations during the second quarter this year, but did not receive its first contract award until shortly before the close of the fiscal year and, therefore, had no sales in fiscal 2005. The business incurred approximately $1.3 million in expenses in 2005, which are included in the table above under the caption “Tactical Systems and Other.”Cubic is the primary beneficiary of the venture, as defined in FIN 46 “Consolidation of Variable Interest Entities,” therefore, we consolidated this joint venture in our financial statements. As a result, all of the income and expenses of this business are included in the calculation of operating income even though it is only 50% owned by Cubic. Minority interest in the net loss from this business is reflected on the income statement and minority interest in the net assets is included on the balance sheet.

 

The operating loss in communications and electronics in 2005 was primarily due to cost growth totaling nearly $5 million on two contracts, one a program involving a new intelligence application of our data link and receiver technology and the other the CDLS contract mentioned above. In addition, approximately $2 million in overstocked or obsolete communications products inventory was written down in value to zero. This inventory valuation adjustment was due primarily to the transition of this product line from building predominately surveillance receivers to building power amplifiers. In addition, the decrease in sales of legacy data link and avionics products reduced operating income by more than $6 million. With the transition to the new communications and electronics products now complete, we are optimistic that this business unit can return to profitability in fiscal 2006.

 

Operating income in communications and electronics improved in 2004 over 2003 primarily because 2003 was impacted by a loss provision of $3 million related to our investment in new communications technology for the CDLS contract. In addition, communications and electronics operating income was bolstered in 2004 by performance on another data link contract with a foreign customer. Avionics products, such as personnel locator systems, generated higher operating income in 2004; however, this was offset by operating losses from the surveillance receiver product line.

 

Training systems operating income increased in 2005, compared to 2004, because of higher sales from ground combat training and MILES contracts. However, operating income as a percentage of sales decreased slightly because a portion of the sales growth came from ground combat training ranges in Canada, Australia and the Middle East that have low profit margins. In addition, two new contracts for laser engagement and combat training systems were in the early stages of completion in 2005, with little or no profit recognized until they are further along toward completion. Operating income in training systems increased in 2004 over 2003 because of the acquisition of SSD late in 2003. SSD added $2.3 million to training systems operating income in 2004. Higher operating income from ground combat training systems in 2004 offset the profit impact of lower sales volume from air combat training systems and MILES products.

 

Government services operating income in 2005 increased over 2004 due to higher sales volume and improved operating performance. Operating income as a percentage of sales increased from 6.5% in 2004 to nearly 7.5% in 2005, as SG&A expenses did not increase in proportion to the sales increase, thereby improving the profit margin. Government services operating income improved in 2004 compared to 2003 primarily because of higher sales volume, but also because of improved performance from operations and maintenance (O&M) contracts. The O&M business recorded a loss in 2003 on one particular contract which had experienced cost growth that year.

 

Transportation Systems Segment

 

Transportation systems sales were nearly flat for the 2003 to 2005 period, with 2003 and 2004 virtually equal, at $253 million, while 2005 decreased about 3% to $246 million. North American sales in 2005 decreased from the 2004 level by 15%, while sales in Australia and Europe increased about 14%. The decrease in North America was in contrast to 2004, when North American sales increased by 8% over 2003. Sales from

 

24



 

European service contracts also increased in 2004, as well as sales in Australia. These increases in 2004 were offset by an expected $47 million decrease in sales from the PRESTIGE contract in London between 2003 and 2004 due to completion of the initial system installation. Sales from the PRESTIGE contract increased about $9 million in 2005 over the 2004 level due to increased service activities and work on contract change orders. Transportation systems made acquisitions of two small parking system companies, one at the end of 2004 and one early in 2005, which added about $9 million to fiscal 2005 transportation product sales.

 

Transportation systems incurred an operating loss in 2005 of $13.8 million, compared to operating income in 2004 of $28.2 million. Projected costs to complete fare collection systems in five cities increased by $27.9 million more than we had estimated last year; therefore, a loss of that amount was recorded on these contracts during the year. The primary cause of the cost growth was an increase in engineering hours incurred to complete the projects. We made progress toward completion of these projects during the year, and a significant amount of the equipment has been installed; however, the costs of accomplishing this were higher than we were previously able to anticipate. The new cost estimates are our best estimates of the most likely costs to complete these contracts, three of which are substantially complete and two of which should be substantially complete by mid-2006. Remaining tasks on the contracts are now on schedule for completion in 2006 and we expect the transportation systems segment to return to profitability in fiscal 2006.

 

Unrelated to these contracts, in the second quarter we provided an allowance of $4.2 million for doubtful collection of an accounts receivable balance with a customer that terminated its contract with us. This provision is included in SG&A expenses in the consolidated statement of income. We believe that we have substantially performed the requirements of the contract such that this payment is due to us and we believe the termination attempt by this customer is unwarranted. We also incurred an operating loss of $4.5 million from the parking company we acquired last year. This was the result of cost growth on two contracts as well a lack of sufficient sales volume to absorb the overhead costs of the business. A restructuring plan has been developed and will be implemented by the end of the first quarter of fiscal year 2006. Costs of the restructuring and additional unabsorbed overhead expenses will result in a loss from the parking company in the first quarter of 2006.

 

Transportation Systems operating income of $28.2 million in 2004 increased 16% from the 2003 level of $24.4 million. The increased operating income in 2004 compared to 2003 resulted from higher sales and improved operating performance on service contracts in Europe and from a contract in the Far East. Higher profits from the PRESTIGE contract in 2004 were offset by costs associated with claim settlement proceedings.

 

25



 

Backlog

 

September 30,

 

2005

 

2004

 

 

 

(in millions)

 

Total backlog

 

 

 

 

 

Transportation systems

 

$

733.3

 

$

733.9

 

Defense

 

 

 

 

 

Communications and electronics

 

57.3

 

61.5

 

Training systems

 

318.9

 

317.6

 

Government services

 

344.1

 

377.0

 

Tactical systems

 

7.4

 

 

Total defense

 

727.7

 

756.1

 

Total

 

$

1,461.0

 

$

1,490.0

 

 

 

 

 

 

 

Funded backlog

 

 

 

 

 

Transportation systems

 

$

733.3

 

$

733.9

 

Defense

 

 

 

 

 

Communications and electronics

 

57.3

 

61.5

 

Training systems

 

318.9

 

317.6

 

Government services

 

92.0

 

72.7

 

Tactical systems

 

7.4

 

 

Total defense

 

475.6

 

451.8

 

Total

 

$

1,208.9

 

$

1,185.7

 

 

In addition to the amounts identified above, the company has been selected as a participant in or, in some cases, the sole contractor for several substantial Indefinite Delivery, Indefinite Quantity (IDIQ) contracts.  IDIQ contracts are not included in backlog until an order is received.

 

The difference between total backlog and funded backlog represents options under multiyear service contracts. Funding for these contracts comes from annual operating budgets of the U.S. government and the options are normally exercised annually. Options for the purchase of additional systems or equipment are not included in backlog until exercised.

 

New Accounting Standards

 

In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151, an amendment of ARB No. 43, Chapter 4, Inventory Costs (SFAS No. 151). This accounting standard, which is effective for annual periods beginning after June 15, 2005, requires that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges. The adoption of SFAS No. 151 is not expected to have a material effect on the Company’s financial position or results or operations.

 

Liquidity and Capital Resources

 

Cash flows from operations totaled $55 million in 2005, offsetting negative cash flows from operations in the previous two years of $28 million in 2004 and $26 million in 2003. The greatest contributor to positive cash flows in 2005 was a $38 million decrease in accounts receivable. Both the defense and transportation systems segments generated positive cash flows in 2005, with the total split nearly equally between them. Operating cash flows from the defense segment were positive in all three years, while transportation systems operating cash flows were negative in 2003 and 2004, before turning positive in 2005.

 

A portion of the transportation systems positive cash flows in 2005 came from an $18 million claim settlement received in October 2004 related to the PRESTIGE project, with the remainder coming from normal contractual payments. We expect transportation systems cash flows to continue to be positive in fiscal 2006, as contract milestones are reached, triggering customer payments that have been deferred due to the contract performance issues described in the transportations systems discussion above. Growth in accounts receivable due to these deferred milestone payments accounted for the majority of the increase

 

26



 

in accounts receivable and the negative cash flows in 2004. In fiscal 2003, $55 million in negative cash flows came from the PRESTIGE project; however, this contract generated positive cash flows in both 2004 and 2005, in addition to the claim settlement mentioned above.

 

We have classified certain unbilled accounts receivable balances as noncurrent because we do not expect to receive payment within one year from the balance sheet date. At September 30, 2005, $19 million of the $23 million related to the PRESTIGE project, while at September 30, 2004, $30 million of the $33 million balance related to PRESTIGE.

 

Cash flows used in investing activities in 2005 included $8 million in capital expenditures, partially offset by the liquidation of $6 million in marketable securities that had been held for sale. Investing activities in 2004 included a $14 million cash receipt from the sale of a life insurance policy, $7 million in capital expenditures, $7 million used for acquisitions and the net purchase of marketable securities held for sale of $3 million. In 2003, investing activities included $12 million in proceeds from the sale of two pieces of real estate which were no longer used in the business. In addition, a net amount of $3 million was used to purchase marketable securities, $34 million was used for an acquisition and $8 million was used for capital expenditures.

 

Financing activities in 2005 included scheduled debt payments of $6 million, dividends paid to shareholders of $5 million (18 cents per share) and net borrowings of $1 million on a short-term basis. Short-term borrowings in New Zealand of $9 million were repaid in 2005, while $4 million was borrowed on a short-term basis in Canada to fund transportation systems operations there and a net of $6 million was added to short-term borrowings in the U.S.

 

In 2004 we obtained a mortgage on our facility in the U.K. and used the proceeds to repay $6 million of short-term borrowings made in fiscal 2003 in the U.K.  We borrowed $9 million in New Zealand in 2004 on a short-term basis to fund working capital growth in our defense subsidiary in that country and borrowed $16 million in the U.S. on a short-term basis to fund domestic working capital requirements. Other financing activities included scheduled debt payments of $2 million in 2004 and $1 million in 2003, and the payment of $4 million in dividends to shareholders in both 2004 and 2003.

 

Accumulated other comprehensive income decreased by $8 million in 2005 because of foreign currency translation adjustments of $4 million and an increase in the minimum liability for our pension plan of $4 million. This leaves a positive balance of $2 million in accumulated other comprehensive income as of September 30, 2005 compared to $10 million at September 30, 2004.

 

The pension plan under-funded balance increased from the September 30, 2004 balance of $34 million to a September 30, 2005 balance of $41 million. The plan assets generated a healthy return again this year; however, growth in the net benefit obligation, caused primarily by lower long-term interest rates, caused the under funded balance to increase. Pension expense decreased from $9.7 million in 2004 to $8.7 million in 2005 due to an increase in plan assets available for investment and a lower actuarial loss than in 2004. We expect our pension expense to increase in fiscal 2006 by about $1 million, back to the 2004 level, due primarily to the increased actuarial loss experienced in fiscal 2005. We contributed $8.2 million to the plans in 2005 and expect to make contributions of at least $8 million during fiscal 2006.

 

The net deferred tax asset was $28 million at September 30, 2005 compared to $18 million at September 30, 2004. Of these amounts, $6 million and $4 million at September 30, 2005 and 2004, respectively, resulted from the tax effect of recording an additional minimum pension liability. We expect to generate sufficient taxable income in the future such that the net deferred tax asset will be realized.

 

Our financial condition remains strong with working capital of $242 million and a current ratio of 2.3 at September 30, 2005. We expect that cash on hand and our ability to access the debt markets will be adequate to meet our working capital requirements for the foreseeable future. In addition to the short-term borrowing arrangements we have in the U.K., New Zealand and Canada, we have a committed five year credit facility from a group of financial institutions in the U.S., aggregating $150 million.  As of September 30, 2005, $22 million of this amount was used, with approximately another $29 million available under a technical

 

27



 

financial ratio calculation.  Our total debt to capital ratio at September 30, 2005 was 20%, which is at a conservative level and well below industry averages.

 

The following is a schedule of our contractual obligations outstanding as of September 30, 2005:

 

 

 

Total

 

Less than 1
Year

 

1 - 3 years

 

4 - 5 years

 

After 5 years

 

 

 

(in millions)

 

Long-term debt

 

$

49.8

 

$

6.0

 

$

12.1

 

$

10.7

 

$

21.0

 

Interest payments

 

13.4

 

2.8

 

4.6

 

3.1

 

2.9

 

Operating leases

 

22.9

 

6.1

 

8.1

 

4.8

 

3.9

 

Deferred compensation

 

8.7

 

1.1

 

1.3

 

0.6

 

5.7

 

 

Critical Accounting Policies, Estimates and Judgments

 

Our financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments 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. We continually evaluate our estimates and judgments, the most critical of which are those related to revenue recognition, income taxes, valuation of goodwill and pension costs. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known.

 

Besides the estimates identified above that are considered critical, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

 

This discussion of critical accounting policies, estimates and judgments should be read in conjunction with other disclosures included in this discussion, and the Notes to the Consolidated Financial Statements related to estimates, contingencies and new accounting standards. Significant accounting policies are identified in Note 1 to the Consolidated Financial Statements. We have discussed each of the “critical” accounting policies and the related estimates with the audit committee of the Board of Directors.

 

Revenue Recognition

 

Most of our business is derived from long-term development, production and system integration contracts which we account for consistent with the American Institute of Certified Public Accountants’ (AICPA) audit and accounting guide, Audits of Federal Government Contractors, and the AICPA’s Statement of Position No. 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. We consider the nature of these contracts, and the types of products and services provided, when we determine the proper accounting for a particular contract. Generally, we record revenue for long-term fixed price contracts on a percentage of completion basis using the cost-to-cost method to measure progress toward completion. Most of our long-term fixed-price contracts require us to deliver minimal quantities over a long period of time or to perform a substantial level of development effort in relation to the total value of the contract. Under the cost-to-cost method of accounting, we recognize revenue based on a ratio of the costs incurred to the estimated total costs at completion. Amounts representing contract change orders, claims or other items are included in the contract value only when they can be reliably estimated and realization is considered probable. Provisions are made on a current basis to fully recognize any anticipated losses on contracts.

 

28



 

We record sales under cost-reimbursement-type contracts as we incur the costs. Incentives or penalties and awards applicable to performance on contracts are considered in estimating sales and profits, and are recorded when there is sufficient information to assess anticipated contract performance. Incentive provisions that increase or decrease earnings based solely on a single significant event are not recognized until the event occurs. We have accounting policies in place to address these and other complex issues in accounting for long-term contracts.

 

Sales of products are recorded when a firm sales agreement is in place, delivery has occurred and collectibility of the fixed or determinable sales price is reasonably assured. Sales of services are recorded when performed in accordance with contracts or service agreements.  Sales and profits on contracts that specify multiple deliverables are allocated to separate units of accounting when there is objective evidence that each accounting unit has value to the customer on a stand-alone basis.  Separate units of accounting are based upon values assigned under the terms of such contracts.

 

Income Taxes

 

Significant judgment is required in determining our income tax provisions and in evaluating our tax return positions. We establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain positions are likely to be challenged and that we may not prevail. We adjust these reserves in light of changing facts and circumstances, such as the progress of a tax audit.

 

Tax regulations require items to be included in the tax return at different times than the items are reflected in the financial statements and are referred to as timing differences. In addition, some expenses are not deductible on our tax return and are referred to as permanent differences. Timing differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in future years for which we have already recorded the benefit in our income statement. We establish valuation allowances for our deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. Deferred tax liabilities generally represent deductions we have taken on our tax return but have not yet recognized as expense in our financial statements. We have not recognized any United States tax expense on undistributed earnings of our foreign subsidiaries since we intend to reinvest the earnings outside the United States for the foreseeable future. These undistributed earnings totaled approximately $70 million at September 30, 2005.

 

Valuation of Goodwill

 

We evaluate our recorded goodwill balances for potential impairment annually by comparing the fair value of each reporting unit to its carrying value, including recorded goodwill. We have not yet had a case where the carrying value exceeded the fair value; however, if it did, impairment would be measured by comparing the derived fair value of goodwill to its carrying value, and any impairment determined would be recorded in the current period. To date there has been no impairment of our recorded goodwill. Goodwill balances by reporting unit are as follows:

 

September 30,

 

2005

 

2004

 

 

 

(in millions)

 

 

 

 

 

 

 

Defense systems and products

 

$

16.6

 

$

17.5

 

Defense services

 

9.7

 

9.7

 

Transportation systems

 

8.2

 

8.0

 

Total goodwill

 

$

 34.5

 

$

 35.2

 

 

Determining the fair value of a reporting unit for purposes of the goodwill impairment test is judgmental in nature and often involves the use of significant estimates and assumptions. These estimates and assumptions could have a significant impact on whether or not an impairment charge is recognized and also the magnitude of any such charge. We currently perform internal valuation analysis and consider other market information that is publicly available. Estimates of fair value are primarily determined using discounted cash flows and comparisons with recent transactions. These approaches use significant estimates and

 

29



 

assumptions including projected future cash flows, discount rate reflecting the inherent risk in future cash flows, perpetual growth rate and determination of appropriate market comparables.

 

Pension Costs

 

The measurement of our pension obligations and costs is dependent on a variety of assumptions used by our actuaries. These assumptions include estimates of the present value of projected future pension payments to plan participants, taking into consideration the likelihood of potential future events such as salary increases and demographic experience. These assumptions may have an effect on the amount and timing of future contributions.

 

The assumptions used in developing the required estimates include the following key factors:

 

                  Discount rates

                  Inflation

                  Salary growth

                  Expected return on plan assets

                  Retirement rates

                  Mortality rates

 

We base the discount rate assumption on investment yields available at year-end on high quality corporate long-term bonds. Our inflation assumption is based on an evaluation of external market indicators. The salary growth assumptions reflect our long-term actual experience in relation to the inflation assumption. The expected return on plan assets reflects asset allocations, our historical experience, our investment strategy and the views of investment managers and large pension sponsors. Retirement and mortality rates are based primarily on actual plan experience. The effects of actual results differing from our assumptions are accumulated and amortized over future periods, and therefore, generally affect our recognized expense in such future periods.

 

Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Interest Rate Risk

 

We invest in money market instruments and short-term marketable debt and equity securities that are tied to floating interest rates being offered at the time the investment is made. We maintain short-term borrowing arrangements in the U.S., U.K., New Zealand and Canada, which are also tied to floating interest rates (LIBOR and the U.S. prime rate and the U.K. and New Zealand base rates). We also have senior unsecured notes payable to insurance companies that are due in annual installments. These notes have fixed coupon interest rates. See Note 5 to the Consolidated Financial Statements for more information.

 

Interest income earned on our short-term investments is affected by changes in the general level of U.S. and U.K. interest rates. These income streams are generally not hedged.  Interest expense incurred under the short-term borrowing arrangements is affected by changes in the general level of interest rates in the U.S., U.K., New Zealand and Canada.  The expense related to these cost streams is usually not hedged since it is either revolving, payable within three months and/or immediately callable by the lender at any time. Interest expense incurred under the long-term notes payable is not affected by changes in any interest rate because it is fixed.  However, we have in the past, and may in the future, use an interest rate swap to essentially convert this fixed rate into a floating rate for some or all of the long-term debt outstanding.  The purpose of a swap would be to tie the interest expense risk related to these borrowings to the interest income risk on our short-term investments, thereby mitigating our net interest rate risk. We believe that we are not significantly exposed to interest rate risk at this point in time.  There was no interest rate swap outstanding at September 30, 2005.

 

Foreign Currency Exchange Risk

 

In the ordinary course of business, we enter into firm sale and purchase commitments denominated in

 

30



 

many foreign currencies.  We have a policy to hedge those commitments greater than $20,000 by using foreign currency exchange forward and option contracts that are denominated in currencies other than the functional currency of the subsidiary responsible for the commitment, typically the British pound, Canadian dollar, euro, New Zealand dollar and Australian dollar.  These contracts are designed to be effective hedges regardless of the direction or magnitude of any foreign currency exchange rate change, because they result in an equal and opposite income or cost stream that offsets the change in the value of the underlying commitment.  See Note 1 to the Consolidated Financial Statements for more information on our foreign currency translation and transaction accounting policies.  We also use balance sheet hedges to mitigate foreign exchange risk.  This strategy involves incurring British pound denominated debt (See Interest Rate Risk above) and having the option of paying off the debt using U.S. dollar or British pound funds. We do not believe that we are significantly exposed to foreign currency exchange rate risk at this point in time.

 

Investments in our foreign subsidiaries in the U.K., Australia, New Zealand, and Canada are not hedged because we consider them to be invested indefinitely.  In addition, we generally have control over the timing and amount of earnings repatriation and expect to use this control to mitigate foreign currency exchange risk.

 

31



 

Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

 

CUBIC CORPORATION

 

CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,

 

 

 

2005

 

2004

 

 

 

(in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

48,860

 

$

10,622

 

Marketable securities, available-for-sale

 

 

6,200

 

Accounts receivable:

 

 

 

 

 

Trade and other receivables

 

11,085

 

29,771

 

Long-term contracts

 

304,688

 

314,286

 

Allowance for doubtful accounts

 

(5,002

)

(860

)

 

 

310,771

 

343,197

 

 

 

 

 

 

 

Inventories

 

21,530

 

23,967

 

Deferred income taxes

 

24,798

 

15,816

 

Prepaid expenses and other current assets

 

17,871

 

13,494

 

TOTAL CURRENT ASSETS

 

423,830

 

413,296

 

 

 

 

 

 

 

LONG-TERM CONTRACT RECEIVABLES

 

22,900

 

33,000

 

 

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT

 

 

 

 

 

Land and land improvements

 

14,990

 

15,039

 

Buildings and improvements

 

41,154

 

39,660

 

Machinery and other equipment

 

79,713

 

81,029

 

Leasehold improvements

 

3,665

 

3,155

 

Accumulated depreciation and amortization

 

(87,345

)

(86,524

)

 

 

52,177

 

52,359

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Deferred income taxes

 

3,293

 

2,108

 

Goodwill

 

34,473

 

35,173

 

Miscellaneous other assets

 

10,607

 

6,988

 

 

 

48,373

 

44,269

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

547,280

 

$

542,924

 

 

See accompanying notes.

 

32



 

 

 

September 30,

 

 

 

2005

 

2004

 

 

 

(in thousands)

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Short-term borrowings

 

$

26,302

 

$

25,048

 

Trade accounts payable

 

30,256

 

28,317

 

Customer advances

 

41,239

 

51,182

 

Accrued compensation

 

36,601

 

28,651

 

Accrued pension liability

 

7,953

 

8,618

 

Other current liabilities

 

27,270

 

25,007

 

Income taxes payable

 

6,571

 

5,908

 

Current maturities of long-term debt

 

6,040

 

6,057

 

TOTAL CURRENT LIABILITIES

 

182,232

 

178,788

 

 

 

 

 

 

 

LONG-TERM DEBT

 

43,776

 

50,037

 

 

 

 

 

 

 

OTHER LIABILITIES

 

 

 

 

 

Accrued pension liability

 

16,179

 

9,009

 

Deferred compensation

 

7,584

 

6,323

 

 

 

 

 

 

 

MINORITY INTEREST

 

351

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Common stock, no par value:

 

 

 

 

 

Authorized—50,000,000 shares
Issued—35,664,729 shares, outstanding—26,719,845 shares

 

234

 

234

 

Additional paid-in capital

 

12,123

 

12,123

 

Retained earnings

 

319,200

 

312,381

 

Accumulated other comprehensive income

 

1,667

 

10,095

 

Treasury stock at cost—8,944,884 shares

 

(36,066

)

(36,066

)

 

 

297,158

 

298,767

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

547,280

 

$

542,924

 

 

See accompanying notes.

 

33



 

CUBIC CORPORATION

 

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

Years Ended September 30,

 

 

 

2005

 

2004

 

2003

 

 

 

(amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

Net sales

 

$

804,372

 

$

722,012

 

$

634,061

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of sales

 

672,541

 

549,170

 

493,377

 

Selling, general and administrative expenses

 

110,644

 

107,139

 

87,888

 

Research and development

 

8,083

 

5,494

 

4,819

 

Provision for litigation

 

 

6,000

 

 

 

 

791,268

 

667,803

 

586,084

 

 

 

 

 

 

 

 

 

Operating income

 

13,104

 

54,209

 

47,977

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

Gain on sale of assets

 

 

4,510

 

8,448

 

Interest and dividends

 

1,046

 

431

 

1,161

 

Interest expense

 

(5,386

)

(4,658

)

(3,659

)

Other income

 

2,668

 

1,813

 

1,106

 

Minority interest in loss of subsidiary

 

649

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

12,081

 

56,305

 

55,033

 

 

 

 

 

 

 

 

 

Income taxes

 

453

 

19,394

 

18,514

 

 

 

 

 

 

 

 

 

Net income

 

$

11,628

 

$

36,911

 

$

36,519

 

 

 

 

 

 

 

 

 

Basic and diluted net income per common share

 

$

0.44

 

$

1.38

 

$

1.37

 

 

 

 

 

 

 

 

 

Average number of common shares outstanding

 

26,720

 

26,720

 

26,720

 

 

See accompanying notes.

 

34



 

CUBIC CORPORATION

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

Additional

 

 

 

(in thousands except

 

Comprehensive

 

Treasury

 

Comprehensive

 

Retained

 

Paid-in

 

Common

 

per share amounts)

 

Income

 

Stock

 

Income (Loss)

 

Earnings

 

Capital

 

Stock

 

October 1, 2002

 

 

 

(36,066

)

(10,096

)

246,968

 

12,123

 

234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

36,519

 

 

 

36,519

 

 

 

Unrealized holding gains on marketable securities

 

57

 

 

57

 

 

 

 

Reduction of minimum pension liability

 

1,581

 

 

1,581

 

 

 

 

Foreign currency translation adjustment

 

6,918

 

 

6,918

 

 

 

 

Net unrealized gains from cash flow hedges

 

795

 

 

795

 

 

 

 

Comprehensive income

 

$

45,870

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid — $.14 per share of common stock

 

 

 

 

 

(3,741

)

 

 

September 30, 2003

 

 

 

(36,066

)

(745

)

279,746

 

12,123

 

234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

36,911

 

 

 

36,911

 

 

 

Realized gains on marketable securities

 

(160

)

 

(160

)

 

 

 

Reduction of minimum pension liability

 

2,568

 

 

2,568

 

 

 

 

Foreign currency translation adjustment

 

8,788

 

 

8,788

 

 

 

 

Net unrealized losses from cash flow hedges

 

(356

)

 

(356

)

 

 

 

Comprehensive income

 

$

47,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid — $.16 per share of common stock

 

 

 

 

 

(4,276

)

 

 

September 30, 2004

 

 

 

$

(36,066

)

$

10,095

 

$

312,381

 

$

12,123

 

$

234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

11,628

 

 

 

11,628

 

 

 

Increase in minimum pension liability

 

(4,027

)

 

(4,027

)

 

 

 

Foreign currency translation adjustment

 

(3,970

)

 

(3,970

)

 

 

 

Net unrealized losses from cash flow hedges

 

(431

)

 

(431

)

 

 

 

Comprehensive income

 

$

3,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid — $.18 per share of common stock

 

 

 

 

 

(4,809

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2005

 

 

 

$

(36,066

)

$

1,667

 

$

319,200

 

$

12,123

 

$

234

 

 

See accompanying notes.

 

35



 

CUBIC CORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Years Ended September 30,

 

 

 

2005

 

2004

 

2003

 

 

 

(in thousands)

 

Operating Activities:

 

 

 

 

 

 

 

Net income

 

$

11,628

 

$

36,911

 

$

36,519

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

8,631

 

7,466

 

6,483

 

Deferred income taxes

 

(7,967

)

52

 

5,405

 

Provision for doubful accounts

 

4,136

 

(193

)

738

 

Gain on sale of assets

 

 

(4,510

)

(8,448

)

Changes in operating assets and liabilities, net of effects from acquisitions:

 

 

 

 

 

 

 

Accounts receivable

 

38,480

 

(84,534

)

(94,425

)

Inventories

 

3,048

 

2,638

 

6,256

 

Prepaid expenses

 

(4,865

)

(3,327

)

(4,934

)

Accounts payable and other current liabilities

 

12,122

 

8,948

 

14,730

 

Customer advances

 

(9,893

)

9,047

 

9,236

 

Income taxes

 

885

 

(129

)

3,438

 

Other items - net

 

(1,492

)

(556

)

(1,115

)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

54,713

 

(28,187

)

(26,117

)

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

(358

)

(7,141

)

(33,949

)

Proceeds from sale of assets

 

 

13,610

 

12,038

 

Decrease (increase) in marketable securities

 

6,200

 

(3,206

)

(2,588

)

Purchases of property, plant and equipment

 

(8,311

)

(6,949

)

(8,184

)

Other items - net

 

(3,256

)

(784

)

 

NET CASH USED IN INVESTING ACTIVITIES

 

(5,725

)

(4,470

)

(32,683

)

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

Change in short-term borrowings

 

683

 

17,876

 

6,254

 

Proceeds from issuance of long-term debt

 

 

9,026

 

 

Principal payments on long-term debt

 

(6,069

)

(1,902

)

(1,429

)

Dividends paid to shareholders

 

(4,809

)

(4,276

)

(3,741

)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

 

(10,195

)

20,724

 

1,084

 

 

 

 

 

 

 

 

 

Effect of exchange rates on cash

 

(555

)

185

 

1,430

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

38,238

 

(11,748

)

(56,286

)

 

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

10,622

 

22,370

 

78,656

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

 

$

48,860

 

$

10,622

 

$

22,370

 

 

See accompanying notes.

 

36



 

CUBIC CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

September 30, 2005

 

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Nature of the Business:  Cubic Corporation (“Cubic” or “the Company”) designs, develops and manufactures products which are mainly electronic in nature, provides government services and services related to products previously produced by Cubic and others. The Company’s principal lines of business are defense electronics and transportation fare collection systems. Principal customers for defense products and services are the United States and foreign governments. Transportation fare collection systems are sold primarily to large local government agencies in the United States and worldwide.

 

Principles of Consolidation:  The consolidated financial statements include the accounts of Cubic Corporation, its majority-owned subsidiaries and a 50% owned joint venture of which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidation of foreign subsidiaries requires translation of their assets and liabilities into U.S. dollars at year-end exchange rates. Statements of income and cash flows are translated at the average exchange rates for each year.

 

Cash Equivalents:  The Company considers highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

 

Concentration of Credit Risk:  The Company has established guidelines pursuant to which its cash and cash equivalents are diversified among various money market instruments and investment funds. These guidelines emphasize the preservation of capital by requiring minimum credit ratings assigned by established credit organizations.  Diversification is achieved by specifying maximum investments in each instrument type and issuer. The majority of these investments are not on deposit in federally insured accounts.

 

Fair Value of Financial Instruments:  Financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued liabilities, are carried at cost, which management believes approximates the fair value because of the short-term maturity of these instruments.  The fair value of long-term debt is based upon quoted market prices for the same or similar debt instruments and approximates the carrying value of the debt.  Receivables consist primarily of amounts due from U.S. and foreign governments for defense products and local government agencies for transportation systems.  Due to the nature of its customers, the Company generally does not require collateral.  The Company has limited exposure to credit risk as the Company has historically collected substantially all of its receivables from government agencies.  The Company generally requires no allowance for doubtful accounts for these customers unless specific contractual circumstances warrant it.

 

Marketable Securities, Available-for-Sale:  Marketable securities include highly liquid, investment grade, institutional money market debt and preferred stock instruments and are stated at fair market value. The net excess of fair market value over cost is included in Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheets.

 

Inventories:  Inventories are stated at the lower of cost or market. Cost is determined using primarily the first-in, first-out (FIFO) method, which approximates current replacement cost. Work in process is stated at the actual production and engineering costs incurred to date, including applicable overhead, and is reduced by charging any amounts in excess of estimated realizable value to cost of sales. Although costs incurred for certain government contracts include general and administrative costs as allowed by government cost accounting standards, the amounts remaining in inventory at September 30, 2005 and 2004 were immaterial.

 

37



 

Property, Plant and Equipment:  Property, plant and equipment are carried at cost. Depreciation is provided in amounts sufficient to amortize the cost of the depreciable assets over their estimated useful lives. Generally, straight-line methods are used for real property over estimated useful lives ranging from 15 to 39 years or the term of the underlying lease for leasehold improvements.  Accelerated methods are used for machinery and equipment over estimated useful lives ranging from five to seven years.  Provisions for depreciation of plant and equipment amounted to $8,096,000, $6,979,000, and $6,483,000 in 2005, 2004 and 2003, respectively.

 

Goodwill:   Goodwill is evaluated for potential impairment annually by comparing the fair value of a reporting unit to its carrying value, including recorded goodwill. If the carrying value exceeds the fair value, impairment is measured by comparing the derived fair value of goodwill to its carrying value, and any impairment determined would be recorded in the current period. To date there has been no impairment of the Company’s recorded goodwill.  The changes in the carrying amount of goodwill for the two years ended September 30, 2005 are as follows:

 

 

 

Transportation
Segment

 

Defense
Segment

 

Total

 

 

 

(in thousands)

 

Balances October 1, 2003

 

7,144

 

26,167

 

33,311

 

Goodwill acquired during the year

 

176

 

 

176

 

Adjustments to purchase price

 

 

657

 

657

 

Foreign currency exchange rate changes

 

631

 

398

 

1,029

 

Balances September 30, 2004

 

7,951

 

27,222

 

35,173

 

Goodwill acquired during the year

 

358

 

 

358

 

Utilization of net operating loss carryforwards acquired

 

 

(968

)

(968

)

Foreign currency exchange rate changes

 

(159

)

69

 

(90

)

Balances September 30, 2005

 

$

8,150

 

$

26,323

 

$

34,473

 

 

Impairment of Long-Lived Assets:  The carrying values of long-lived assets other than goodwill are generally evaluated for impairment only if events or changes in facts and circumstances indicate that carrying values may not be recoverable. Any impairment determined would be recorded in the current period and would be measured by comparing the fair value of the related asset to its carrying value. Fair value is generally determined by identifying estimated undiscounted cash flows to be generated by those assets.  No impairments have been recorded for the years ended September 30, 2005, 2004, and 2003.

 

Comprehensive Income:  Comprehensive income and its components are presented in the statement of changes in shareholders’ equity.  Accumulated comprehensive income (loss) consisted of the following:

 

September 30,

 

2005

 

2004

 

 

 

(in thousands)

 

Minimum pension liability

 

$

(11,069

)

$

(7,042

)

Foreign currency translation

 

12,728

 

16,698

 

Net unrealized gains from cash flow hedges

 

8

 

439

 

 

 

$

1,667

 

$

10,095

 

 

38



 

The minimum pension liability is shown net of tax benefits of $5,960,000 and $3,792,000 at September 30, 2005 and 2004, respectively.  Deferred income taxes are not recognized for translation-related temporary differences of foreign subsidiaries whose undistributed earnings are considered to be permanently invested.  The net unrealized gain from cash flow hedges is shown net of tax liabilities of $4,000 and $236,000 in 2005 and 2004, respectively.

 

Revenue Recognition:  Sales and profits under the Company’s long-term fixed-price contracts, which generally require a significant amount of development effort in relation to total contract value, are recognized using the cost-to-cost percentage of completion method of accounting. Sales and profits are recorded based on the ratio of costs incurred to estimated total costs at completion. In the early stages of contract performance, profit is not recognized until progress is demonstrated or contract milestones are reached.

 

Sales under cost-reimbursement type contracts are recorded as costs are incurred. Applicable estimated profits are included in earnings based on the ratio of costs incurred to the estimated total costs at completion. Sales of products are recorded when a firm sales agreement is in place, delivery has occurred and collectibility of the fixed or determinable sales price is reasonably assured. Sales of services are recorded when performed in accordance with contracts or service agreements.

 

Amounts representing contract change orders, claims or other items are included in the contract value only when they can be reliably estimated and realization is considered probable. Incentives or penalties and awards applicable to performance on contracts are considered in estimating sales and profits, and are recorded when there is sufficient information to assess anticipated contract performance. Incentive provisions that increase or decrease earnings based solely on a single significant event are not recognized until the event occurs.

 

Sales and profits on contracts that specify multiple deliverables are allocated to separate units of accounting when there is objective evidence that each accounting unit has value to the customer on a stand-alone basis.  Separate units of accounting are based upon values assigned under the terms of such contracts.

 

Provisions are made on a current basis to fully recognize any anticipated losses on contracts.  Cash received prior to revenue recognition is classified as customer advances on the balance sheet.

 

Income taxes:  The provision for income taxes includes federal, state, local, and foreign taxes.  Tax credits, primarily for research and development and export programs are recognized as a reduction of the provision for income taxes in the year in which they are available for tax purposes.  Deferred income taxes are provided on temporary differences between assets and liabilities for financial reporting and tax purposes as measured by enacted tax rates expected to apply when the temporary differences are settled or realized.  Valuation allowances are established for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. Deferred tax liabilities generally represent deductions that have been taken on tax returns but have not yet been recognized as expense in the financial statements. The Company has not recognized any United States tax expense on undistributed earnings of its foreign subsidiaries since it intends to reinvest the earnings outside the United States for the foreseeable future. Such undistributed earnings totaled approximately $70 million at September 30, 2005.

 

Earnings Per Share:  Per share amounts are based upon the weighted average number of shares of common stock outstanding.

 

Derivative Financial Instruments:   The Company’s use of derivative financial instruments is limited to foreign exchange forward and option contracts used to hedge significant contract sales and purchase

 

39



 

commitments that are denominated in currencies other than the functional currency of the subsidiary responsible for the commitment and to hedge net advances to foreign subsidiaries.  The purpose of the Company’s foreign currency hedging activities is to fix the dollar value of specific commitments and payments to foreign vendors, and the value of foreign currency denominated receipts from customers. At September 30, 2005, the Company had foreign exchange contracts with a notional value of $147.3 million outstanding.

 

The Company accounts for derivatives pursuant to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. This standard requires that all derivative instruments be recognized in the financial statements and measured at fair value regardless of the purpose or intent for holding them. The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on the intended use of the derivative and its resulting designation. The change in fair value of the ineffective portion of a hedge, and changes in fair values of derivatives that are not considered highly effective hedges are immediately recognized in earnings. If the derivative is designated as a fair value hedge, the changes in the estimated fair value of the derivative and the underlying hedged item are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are subsequently recognized in earnings when the hedged item affects earnings. Ineffectiveness between the change in fair value of the derivatives and the change in fair value of hedged items was immaterial for the years ended September 30, 2005, 2004 and 2003. At September 30, 2005 net gains of $12,000 ($8,000 net of taxes) were recorded in accumulated other comprehensive income associated with cash flow hedging transactions.

 

Accounting Standards:  In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151, an amendment of ARB No. 43, Chapter 4, Inventory Costs (SFAS No. 151). This accounting standard, which is effective for annual periods beginning after June 15, 2005, requires that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges. The adoption of SFAS No. 151 is not expected to have a material effect on the Company’s financial position or results or operations.

 

Use of Estimates:  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates include the estimated total costs at completion of the Company’s long-term contracts, and the estimated rates of return and discount rates related to the Company’s defined benefit pension plans. Actual results could differ from those estimates.

 

Risks and Uncertainties:  The Company is subject to the normal risks and uncertainties of performing large, multiyear, often fixed-price contracts. In addition, the Company is subject to audit of incurred costs related to many of its U.S. Government contracts. These audits could produce different results than the Company has estimated; however, the Company’s experience has been that its costs are acceptable to the government.

 

Reclassifications:  Certain prior year amounts have been reclassified to conform to the current year classifications.

 

40



 

NOTE 2—INVESTMENTS IN JOINT VENTURES

 

In December 2004, the Company entered into a 50/50 joint venture arrangement with the U.S. subsidiary of Rafael Armament Development Authority Ltd. (Rafael), an Israeli company, to manufacture certain of their products for sale to the U.S. and Israeli defense forces. The agreement requires the Company to invest up to $15 million in the joint venture over the first three years of operation, while Rafael will provide certain of its intellectual property to the joint venture in a royalty-free arrangement. The joint venture commenced operations and the Company invested $2 million in the year ended September 30, 2005. In fiscal 2005, the joint venture incurred approximately $1.3 million in expenses and did not generate any sales.

 

The Company analyzed this joint venture under the provisions of FIN 46 “Consolidation of Variable Interest Entities,” and concluded that it is the primary beneficiary of the arrangement. Therefore, the joint venture was consolidated in the Company’s financial statements beginning in the quarter ended March 31, 2005. Minority interest in the net loss from this business is reflected in the consolidated income statements and minority interest in the net assets of the joint venture is included in the consolidated balance sheets.

 

The Company owns 37.5% of the common stock of Transaction Systems Limited (TranSys), an unconsolidated joint venture company in the United Kingdom. This joint venture company was formed to bid on a contract called “PRESTIGE” (Procurement of Revenue Services, Ticketing, Information, Gates and Electronics), the purpose of which is to outsource most of the functions of the London Transport (LT) fare collection system for a period of seventeen years. In August 1998, TranSys was awarded the contract and began operations. Cubic and the other parties to the joint venture participate in the PRESTIGE contract solely through subcontracts from TranSys. All of the work to be performed by TranSys is subcontracted to the joint venture partners and the joint venture provides for the pass-through of virtually all revenues from London Transport to the joint venture partners. As a result, TranSys has operated on a break-even basis and is expected to continue to do so. If TranSys were to eventually generate a net income or loss, the joint venture partners would share in this income or loss in accordance with their percentage ownership in the joint venture. The Company’s investment in the joint venture is immaterial.

 

LT elected to finance the project through private financing rather than incurring public debt. Financing for the project was provided by a syndicate of banks which participated in creating the project’s financial structure. During the first four years of the project, through August 2002, the banks provided financing to TranSys totaling 200 million British Pounds (approximately $353 million). Debt servicing began in 2003 and will continue until the debt is fully paid in 2013. This debt is guaranteed by LT and is nonrecourse to the joint venture partners.

 

The Company has also provided certain performance guarantees to various parties related to the PRESTIGE contract and the TranSys joint venture, including LT, the banks and the joint venture partners. The joint venture partners have also provided similar performance guarantees to the same parties and to Cubic.

 

41



 

Summarized unaudited financial information for this unconsolidated joint venture is as follows:

 

September 30,

 

2005

 

2004

 

 

 

(in millions)

 

Balance Sheets:

 

 

 

 

 

Cash

 

$

49.7

 

$

37.5

 

Other current assets

 

54.8

 

63.6

 

Noncurrent unbilled contract accounts receivable

 

240.2

 

274.6

 

Total Assets

 

$

344.7