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8-K - 8-K - CUBIC CORP /DE/a12-22005_58k.htm

Exhibit 99.1

 

Cubic Corporation Reports Financial Results for Fiscal Year Ended September 30, 2012

 

Completes Restatement for Fiscal Years 2009, 2010 and 2011 and Interim Periods

 

San Diego, CA (December 14, 2012) Cubic Corporation (NYSE: CUB) today reported higher sales and earnings for the fiscal year ended September 30, 2012. Sales in fiscal year 2012 were $1.381 billion, an increase of 7 percent over sales of $1.296 billion in the restated prior year. Net income attributable to Cubic shareholders increased to $91.9 million, or $3.44 per share, from $83.6 million, or $3.13 per share, last year, as restated. Sales and net income were both record highs.

 

The company filed with the Securities and Exchange Commission (SEC) its financial statements for the quarter ended June 30, 2012 and the fiscal year ended September 30, 2012.  In addition, Cubic filed its restated financial statements for the fiscal years ended September 30, 2011, 2010 and 2009, the quarters ended March 31, 2012 and December 31, 2011, and each of the prior quarters of 2011 and 2010. The restatement resulted in a cumulative increase in equity of $26.9 million through March 31, 2012.

 

Fiscal Year 2012 Financial Review

 

·                  Sales increased 7 percent to $1.381 billion in fiscal 2012 from $1.296 billion in the restated prior year. The increase was primarily due to growth of 20 percent in Cubic Transportation Systems (CTS), and in particular from our contracts in Sydney, Australia and Vancouver, B.C. Growth in 2012 sales from Mission Support Services (MSS) was nearly offset by a decrease in Cubic Defense Systems (CDS) sales.

 

·                  Operating income increased 13 percent to $128.0 million in 2012 compared to $113.5 million in the restated prior year. CTS and CDS each contributed to the growth in operating income in 2012, while MSS operating income was down in 2012 from 2011. Growth in CTS sales was the primary reason for the increase in operating income. CDS operating income grew primarily due to a decrease in our investment in cross domain and global asset tracking products in 2012 compared to 2011. Operating results for MSS include an operating loss from Abraxas of $1.3 million in 2012, including amortization of intangible assets of $9.3 million, compared to a loss of $3.5 million in 2011, which included amortization of intangible assets of $8.2 million and acquisition costs of $0.7 million.

 

1



 

·                  Selling, general and administrative (SG&A) expenses increased to $163.7 million or 12 percent of sales in 2012, compared to $159.8 million or 12 percent of sales in the restated prior year. The increase in SG&A expenses in 2012 reflects the overall growth of the business.

 

·                  Company-sponsored research and development (R&D) spending totaled $28.7 million in 2012 compared to $25.3 million in the restated prior year. The increase in R&D expenditures in 2012 came from the transportation systems business, which increased R&D spending from $4.0 million in 2011 to $8.3 million in 2012.

 

·                  Our effective tax rate for 2012 was 29 percent of pretax income compared to 28 percent in 2011, as restated, primarily because of the expiration of the U.S. R&D credit on December 31, 2011.

 

·                  Net income attributable to Cubic increased to $91.9 million, or $3.44 per share, in 2012 from $83.6 million, or $3.13 per share, in the restated prior year. Higher net income year-over-year resulted primarily from the improvements in operating income.

 

·                  While CDS and CTS both generated negative operating cash flows in 2012, MSS contributed positive operating cash flows. Operating activities used cash of $54.7 million in 2012, compared to providing cash of $129.1 million in the prior year. In 2012, cash generated by earnings was offset by increases in accounts receivable of $118.2 million and inventories of $13.6 million, and a net decrease in customer advances of $38.0 million. In addition, the company incurred $26.9 million in costs to build a new open payment fare collection system for Chicago. The growth in accounts receivable and reduction of customer advances related to several large transportation systems and defense systems contracts the company worked on in 2012. Negative cash flows on these contracts at this stage of their completion are in accordance with contract terms. The company expects cash flows from these contracts to improve as deliveries are made and milestones are reached on these contracts.

 

·                  Total backlog increased $50.2 million from $2.781 billion, as restated at September 30, 2011, to $2.832 billion at September 30, 2012.  The majority of the CTS backlog increase was related to a new contract in Chicago, which added $454 million. Backlog for CDA and MSS decreased from September 30, 2011, as restated, to September 30, 2012.  In 2013 the amount of sales from backlog are expected to be approximately $1 billion, which historically has represented 70 to 73 percent of the company’s revenues for the following year. The U.S. Department of Defense (DoD) has been issuing shorter duration contract awards for both product and services and this has resulted in decreased backlog for the company’s defense businesses.

 

Financial Restatement Summary

 

·                  Cubic today also filed its restated financial statements for the fiscal years ended September 30, 2011, 2010 and 2009, the quarters ended March 31, 2012 and December 31, 2011, and each of the quarters of 2011 and 2010.

 

2



 

·                  The restatement resulted in a cumulative increase in retained earnings of $18.3 million as of September 30, 2007, and changes in revenues and net income for 2008 through 2011 as shown in the table below.

 

September 30,

 

2011

 

2010

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Sales (previously reported)

 

$

1,285,203

 

$

1,194,189

 

$

1,016,657

 

$

881,135

 

Adjustments

 

10,378

 

4,003

 

9,267

 

11,499

 

Sales (as restated)

 

$

1,295,581

 

$

1,198,192

 

$

1,025,924

 

$

892,634

 

 

 

 

 

 

 

 

 

 

 

Operating income (previously reported)

 

$

112,335

 

$

105,525

 

$

84,708

 

$

53,264

 

Adjustments

 

1,173

 

1,108

 

11,159

 

9,256

 

Operating income (as restated)

 

$

113,508

 

$

106,633

 

$

95,867

 

$

62,520

 

 

 

 

 

 

 

 

 

 

 

Net income (previously reported)

 

$

84,768

 

$

70,636

 

$

55,686

 

$

36,854

 

Adjustments

 

(1,174

)

1,458

 

7,459

 

4,638

 

Net income (as restated)

 

$

83,594

 

$

72,094

 

$

63,145

 

$

41,492

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (previously reported)

 

$

3.17

 

$

2.64

 

$

2.08

 

$

1.38

 

Adjustments

 

(0.04

)

0.06

 

0.28

 

0.17

 

Earnings per share (as restated)

 

$

3.13

 

$

2.70

 

$

2.36

 

$

1.55

 

 

·                  Fiscal year 2012 was a very good year for the corporation in terms of performance. In comparison, the company anticipates that 2013 will be a challenging year. The company’s defense businesses, like all companies in the defense industry, continue to face uncertainties related to DoD budget cuts. These cuts, if implemented, could trigger across-the-board spending reductions scheduled to go into effect in 2013.

 

·                  Additionally, the defense services market is becoming increasingly competitive. As a result of this market environment, the company’s defense services business may experience lower profit margins in 2013 compared to 2012. While the company believes its training services and systems are essential to the U.S. military, Cubic, and the defense industry as a whole, is uncertain as to which programs and technologies could be most affected. Approximately 50 percent of sales in our defense systems business has been international in recent years, which should help mitigate an anticipated slowdown in U.S. spending.

 

·                  In 2013 the company expects its transportation business to complete the design/build phase on major automated fare collection projects. During this phase, the transportation business may also face margin pressure until the new systems are operational.

 

·                  Although 2013 is anticipated to be a transition year, the company remains confident in its long-term prospects for growth.  The company has a diverse portfolio of market leading businesses which provide systems and services to a global customer base. The company plans to leverage and build upon its market leading positions and find additional opportunities for growth in adjacent markets by leveraging both research and development, and acquisitions.

 

3



 

The Company filed its Form 10-Q for the quarter ended June 30, 2012 and its Form 10-K for the year ended September 30, 2012 with the Securities and Exchange Commission today. These reports may be found at www.cubic.com under “Investor Info.” Shareholders may also receive a free copy of these reports upon written request to the Company or by e-mail to Investor.Relations@Cubic.com.

 

Cubic Corporation is the parent company of three major business segments: Defense Systems, Mission Support Services and Transportation Systems. Cubic Defense Systems is a leading provider of realistic combat training systems and defense electronics. Mission Support Services is a leading provider of training, operations, maintenance, technical and other support services. Cubic Transportation Systems is the world’s leading provider of automated fare collection systems and services for public transit authorities. For more information about Cubic, see the Company’s Web site at www.cubic.com.

 

In addition to historical matters, this release contains forward-looking statements which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward-looking statements involve predictions of future results. Investors are cautioned that forward-looking statements involve risks and uncertainties which may affect the Company’s business and prospects. These include uncertainties related to possible Department of Defense budget cuts, any unanticipated issues related to the restatement of the Company’s financial statements, any additional issues or matters arising from a potential review of the Company’s periodic reports by the SEC, the Company’s ability to develop and implement new processes and procedures to remediate the material weakness that existed in its internal control over financial reporting, the effects of politics on negotiations and business dealings with government entities, economic conditions in the various countries in which the Company does or hopes to do business, competition and technology changes in the defense and transit industries, and other competitive and technological factors.

 

Any statements about the Company’s expectations, beliefs, plans, objectives, assumptions or future events or 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.

 

Since actual results or outcomes may differ materially from those expressed in any forward-looking statements made by the Company, investors 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 investors should not use the Company’s 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 the Company undertakes 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 the Company to predict which factors will arise. In addition, the Company cannot assess the impact of each factor on its 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.

 

4



 

CUBIC CORPORATION

 

CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands, except per share data)

 

 

 

Years Ended September 30,

 

 

 

2012

 

2011

 

2010

 

2009

 

 

 

 

 

(As Restated)

 

(As Restated)

 

(As Restated)

 

Net sales:

 

 

 

 

 

 

 

 

 

Products

 

$

663,287

 

$

600,933

 

$

607,756

 

$

508,167

 

Services

 

718,208

 

694,648

 

590,436

 

517,757

 

 

 

1,381,495

 

1,295,581

 

1,198,192

 

1,025,924

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Products

 

451,573

 

418,279

 

430,417

 

378,052

 

Services

 

594,662

 

564,062

 

511,014

 

418,292

 

Selling, general and administrative expenses

 

163,688

 

159,791

 

124,306

 

119,108

 

Research and development

 

28,722

 

25,260

 

18,976

 

8,173

 

Amortization of purchased intangibles

 

14,828

 

14,681

 

6,846

 

6,432

 

 

 

1,253,473

 

1,182,073

 

1,091,559

 

930,057

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

128,022

 

113,508

 

106,633

 

95,867

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

2,994

 

2,568

 

1,590

 

1,664

 

Interest expense

 

(1,550

)

(1,461

)

(1,755

)

(2,031

)

Other income - net

 

821

 

1,662

 

3,637

 

661

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

130,287

 

116,277

 

110,105

 

96,161

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

38,183

 

32,373

 

38,011

 

33,016

 

 

 

 

 

 

 

 

 

 

 

Net income

 

92,104

 

83,904

 

72,094

 

63,145

 

 

 

 

 

 

 

 

 

 

 

Less noncontrolling interest in income of VIE

 

204

 

310

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Cubic

 

$

91,900

 

$

83,594

 

$

72,094

 

$

63,145

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income per common share

 

$

3.44

 

$

3.13

 

$

2.70

 

$

2.36

 

 

 

 

 

 

 

 

 

 

 

Average number of common shares outstanding

 

26,736

 

26,736

 

26,735

 

26,731

 

 

5



 

CUBIC CORPORATION

 

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

September 30,

 

 

 

2012

 

2011

 

2010

 

2009

 

 

 

 

 

(As Restated)

 

(As Restated)

 

(As Restated)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

212,267

 

$

329,148

 

$

295,434

 

$

244,074

 

Restricted cash

 

68,749

 

 

 

 

Short-term investments

 

 

25,829

 

84,081

 

8,127

 

Accounts receivable:

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

17,543

 

20,259

 

11,594

 

12,833

 

Long-term contracts

 

333,617

 

207,426

 

201,898

 

222,709

 

Allowance for doubtful accounts

 

(463

)

(395

)

(663

)

(4,558

)

 

 

350,697

 

227,290

 

212,829

 

230,984

 

 

 

 

 

 

 

 

 

 

 

Recoverable income taxes

 

7,083

 

24,917

 

6,810

 

249

 

Inventories

 

52,366

 

38,359

 

40,653

 

57,605

 

Deferred income taxes

 

7,587

 

9,483

 

14,290

 

20,191

 

Prepaid expenses and other current assets

 

13,977

 

21,080

 

26,127

 

29,957

 

Total current assets

 

712,726

 

676,106

 

680,224

 

591,187

 

 

 

 

 

 

 

 

 

 

 

Long-term contract receivables

 

22,070

 

23,700

 

28,080

 

13,400

 

Long-term capitalized contract costs

 

26,875

 

 

 

 

Property, plant and equipment - net

 

55,327

 

48,467

 

47,469

 

48,895

 

Deferred income taxes

 

16,364

 

12,824

 

19,288

 

14,504

 

Goodwill

 

146,933

 

146,355

 

64,142

 

59,433

 

Purchased intangibles - net

 

39,374

 

54,139

 

26,295

 

28,618

 

Miscellaneous other assets

 

6,648

 

4,933

 

6,021

 

7,536

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,026,317

 

$

966,524

 

$

871,519

 

$

763,573

 

 

6



 

CUBIC CORPORATION

 

CONSOLIDATED BALANCE SHEETS—continued

(in thousands)

 

 

 

September 30,

 

 

 

2012

 

2011

 

2010

 

2009

 

 

 

 

 

(As Restated)

 

(As Restated)

 

(As Restated)

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

47,917

 

$

43,984

 

$

39,085

 

$

32,542

 

Customer advances

 

100,764

 

134,316

 

98,515

 

83,978

 

Accrued compensation

 

52,680

 

49,513

 

48,994

 

49,134

 

Other current liabilities

 

55,988

 

57,006

 

61,091

 

59,644

 

Income taxes payable

 

20,733

 

18,716

 

27,219

 

12,099

 

Current maturities of long-term debt

 

4,561

 

4,541

 

4,545

 

4,554

 

Total current liabilities

 

282,643

 

308,076

 

279,449

 

241,951

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

6,942

 

11,377

 

15,949

 

20,570

 

Accrued pension liability

 

46,382

 

41,166

 

39,855

 

33,762

 

Deferred compensation

 

8,619

 

7,884

 

8,508

 

7,902

 

Income taxes payable

 

4,862

 

12,129

 

9,961

 

11,001

 

Other non-current liabilities

 

6,527

 

6,582

 

4,748

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

Preferred stock, no par value:

 

 

 

 

 

 

 

 

 

Authorized—5,000 shares Issued and outstanding—none

 

 

 

 

 

Common stock, no par value:

 

 

 

 

 

 

 

 

 

Authorized—50,000 shares 2012, 2011 and 2010—Issued 35,682 shares, outstanding—26,736 shares 2009—Issued 35,677 shares, outstanding—26,732 shares

 

12,574

 

12,574

 

12,574

 

12,530

 

Retained earnings

 

715,043

 

629,560

 

553,452

 

486,170

 

Accumulated other comprehensive loss

 

(21,148

)

(26,493

)

(16,340

)

(14,242

)

Treasury stock at cost - 8,945 shares

 

(36,078

)

(36,078

)

(36,074

)

(36,071

)

Shareholders’ equity related to Cubic

 

670,391

 

579,563

 

513,612

 

448,387

 

Noncontrolling interest in variable interest entity

 

(49

)

(253

)

(563

)

 

Total shareholders’ equity

 

670,342

 

579,310

 

513,049

 

448,387

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,026,317

 

$

966,524

 

$

871,519

 

$

763,573

 

 

7



 

CUBIC CORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Years Ended September 30,

 

 

 

2012

 

2011

 

2010

 

2009

 

 

 

 

 

(As Restated)

 

(As Restated)

 

(As Restated)

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

92,104

 

$

83,904

 

$

72,094

 

$

63,145

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

22,857

 

22,341

 

14,469

 

15,586

 

Deferred income taxes

 

(1,486

)

2,512

 

1,130

 

5,320

 

Provision for doubtful accounts

 

 

 

(3,889

)

3,038

 

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

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(118,164

)

3,566

 

25,225

 

41,077

 

Inventories

 

(13,636

)

2,442

 

17,304

 

(7,734

)

Prepaid expenses and other current assets

 

7,574

 

5,122

 

4,167

 

5,751

 

Long-term capitalized contract costs

 

(26,875

)

 

 

 

Accounts payable and other current liabilities

 

8,525

 

(1,547

)

(24,141

)

15,083

 

Customer advances

 

(37,999

)

37,143

 

18,462

 

34,619

 

Income taxes

 

11,929

 

(23,713

)

(13,628

)

(675

)

Other items - net

 

494

 

(2,676

)

3,799

 

1,614

 

NET CASH PROVIDED BY (USED IN) OPERATING

 

(54,677

)

129,094

 

114,992

 

176,824

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

 

(126,825

)

(8,250

)

(19,965

)

Consolidation of variable interest entity

 

 

 

38,264

 

 

Proceeds from sales or maturities of short-term investments

 

25,829

 

58,252

 

82,992

 

 

Purchases of short-term investments

 

 

 

(158,946

)

(8,127

)

Purchases of property, plant and equipment

 

(14,226

)

(8,728

)

(6,878

)

(5,332

)

Other items - net

 

 

 

 

41

 

NET CASH PROVIDED BY (USED IN) INVESTING

 

11,603

 

(77,301

)

(52,818

)

(33,383

)

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Principal payments on long-term debt

 

(4,549

)

(4,555

)

(4,541

)

(5,970

)

Proceeds from issuance of common stock

 

 

 

44

 

45

 

Purchases of treasury stock

 

 

(4

)

(3

)

 

Net change in restricted cash

 

(68,584

)

 

 

 

Dividends paid to shareholders

 

(6,417

)

(7,486

)

(4,812

)

(4,811

)

NET CASH USED IN FINANCING ACTIVITIES

 

(79,550

)

(12,045

)

(9,312

)

(10,736

)

 

 

 

 

 

 

 

 

 

 

Effect of exchange rates on cash

 

5,743

 

(6,034

)

(1,502

)

(1,327

)

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

(116,881

)

33,714

 

51,360

 

131,378

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

329,148

 

295,434

 

244,074

 

112,696

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

 

$

212,267

 

$

329,148

 

$

295,434

 

$

244,074

 

 

8