10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT

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

For the Quarter Ended June 30, 2002

CUBIC CORPORATION
Exact Name of Registrant as Specified in its Charter

Delaware
State of Incorporation 1-8931
Commission File Number 95-1678055
IRS Employer
Identification No.

9333 Balboa Avenue
San Diego, California 92123
Telephone (858) 277-6780

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        As of July 19, 2002, Registrant had only one class of common stock of which there were 26,719,845 shares outstanding (after deducting 8,944,884 shares held as treasury stock).

PART I—FINANCIAL INFORMATION
ITEM 1—FINANCIAL STATEMENTS

CUBIC CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(amounts in thousands, except per share data)

		Nine Months Ended June 30,				Three Months Ended June 30,
		2002		2001		2002		2001
Revenues:
	Sales	$	410,578	$	370,449	$	148,208	$	127,289
	Other income		3,925		6,085		1,333		1,190
			414,503		376,534		149,541		128,479
Costs and expenses:
	Cost of sales		314,883		287,194		114,439		99,160
	Selling, general and administrative expenses		61,509		57,275		21,683		17,724
	Research and development		6,687		6,722		1,797		2,542
	Interest		2,664		2,685		894		929
			385,743		353,876		138,813		120,355
Income before income taxes			28,760		22,658		10,728		8,124
Income taxes			9,500		7,700		3,600		2,800
Net income		$	19,260	$	14,958	$	7,128	$	5,324
Basic and diluted net income per common share		$	0.72	$	0.56	$	0.27	$	0.20
Dividends per common share		$	0.063	$	0.063	$	—	$	—
Average shares of common stock outstanding			26,720		26,720		26,720		26,720

See accompanying notes

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CUBIC CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)

		June 30, 2002			September 30, 2001
		(Unaudited)			(See note below)
ASSETS
Current assets:
	Cash and cash equivalents	$	67,644		$	76,837
	Marketable securities, available-for-sale		512			584
	Accounts receivable		161,029			141,516
	Inventories—Note 3		37,727			30,386
	Deferred income taxes and other current assets		24,240			26,783
Total current assets			291,152			276,106
Property, plant and equipment—net			39,465			33,376
Goodwill, less amortization			19,500			18,927
Other assets			13,387			12,938
		$	363,504		$	341,347
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Trade accounts payable	$	12,899		$	11,889
	Customer advances		26,198			30,479
	Other current liabilities		46,364			42,205
	Income taxes payable		8,581			10,321
	Current portion of long-term debt		1,429			—
Total current liabilities			95,471			94,894
Long-term debt			48,571			50,000
Deferred compensation			6,260			5,558
Shareholders' equity:
	Common stock		234			234
	Additional paid-in capital		12,123			12,123
	Retained earnings		238,662			221,095
	Accumulated other comprehensive loss		(1,751	)		(6,494	)
	Treasury stock at cost		(36,066	)		(36,063	)
			213,202			190,895
		$	363,504		$	341,347

Note: The balance sheet at September 30, 2001 has been derived from the audited financial statements at that date.

See accompanying notes

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CUBIC CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)

			Nine Months Ended June 30,
			2002			2001
Operating Activities:
	Net income		$	19,260		$	14,958
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization		4,807			8,931
		Changes in operating assets and liabilities		(23,543	)		(18,577	)
NET CASH PROVIDED BY OPERATING ACTIVITIES				524			5,312
Investing Activities:
	Net additions to property, plant and equipment			(10,173	)		(2,981	)
	Proceeds from sale of marketable securities			—			2,703
NET CASH USED IN INVESTING ACTIVITIES				(10,173	)		(278	)
Financing Activities:
	Purchases of treasury stock			(3	)		—
	Dividends paid			(1,693	)		(1,692	)
NET CASH USED IN FINANCING ACTIVITIES				(1,696	)		(1,692	)
Effect of exchange rates on cash				2,152			(871	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				(9,193	)		2,471
Cash and cash equivalents at the beginning of the period				76,837			69,753
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD			$	67,644		$	72,224

See accompanying notes

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CUBIC CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 2002

Note 1—Basis for Presentation

        The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

        In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter are not necessarily indicative of the results that may be expected for the year ending September 30, 2002. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 2001.

        The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management 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. Eventual results may differ from these estimates.

Note 2—Per Share Amounts and Stock Split

        Per share amounts are based upon the weighted average number of shares of common stock outstanding, after retroactive adjustments to reflect a 3-for-1 stock split which occurred in April 2002.

Note 3—Inventories

        Inventories consist of the following (in thousands):

	June 30, 2002		September 30, 2001
Finished products	$	1,108	$	1,528
Work in process		25,418		19,020
Raw material and purchased parts		11,201		9,838
	$	37,727	$	30,386

Note 4—Change in Accounting

        In June 2001, the Financial Accounting Standards board issued Statements of Financial Accounting Standards No. 141, Business Combinations and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements.

        As allowed by early adoption provisions, the Company began applying the new rules on accounting for goodwill and other intangible assets effective October 1, 2001. The following table presents a reconciliation of net income and per share data to what would have been reported had the new rules

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been in effect during the three and nine month periods ended June 30, 2001 (in thousands, except per share data):

	Nine Months Ended June 30,				Three Months Ended June 30,
	2002		2001		2002		2001
Reported net income	$	19,260	$	14,958	$	7,128	$	5,324
Add back goodwill amortization, net of tax		—		1,285		—		425
Adjusted net income	$	19,260	$	16,243	$	7,128	$	5,749
Basic and diluted net income per common share:
Reported net income	$	0.72	$	0.56	$	0.27	$	0.20
Goodwill amortization, net of tax	$	—	$	0.05	$	—	$	0.02
Adjusted net income	$	0.72	$	0.61	$	0.27	$	0.22

Note 5—New Accounting Pronouncement

        In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144 (FAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets. FAS 144 establishes a single model to account for impairment of assets to be held or disposed, incorporating guidelines for accounting and disclosure of discontinued operations. FAS 144 is effective for fiscal years beginning after December 15, 2001 and, generally, its provisions are to be applied prospectively. Management believes the impact on the financial statements of the Company will be immaterial.

Note 6—Comprehensive Income

        Comprehensive income is as follows (in thousands):

		Nine Months Ended June 30,						Three Months Ended June 30,
		2002			2001			2002			2001
Net income		$	19,260		$	14,958		$	7,128		$	5,324
Foreign currency translation adjustments			4,789			(1,704	)		4,686			51
Unrealized gains on marketable securities:
	Unrealized holding gain (loss) during the period		(46	)		506			(27	)		42
	Reclassification adjustment for gain included in net income		—			(789	)		—			120
		$	24,003		$	12,971		$	11,787		$	5,537

Note 8—Business Segment Information

        Business segment financial data is as follows (in millions). Certain prior year costs related to the development of smart card technology have been reclassified from other profit to the transportation systems segment to conform to current year classification. The effect of this change was to decrease

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transportation systems operating profit and increase other profit by approximately $1,100,000 and $400,000 for the nine months and three months ended June 30, 2001, respectively.

		Nine Months Ended June 30,						Three Months Ended June 30,
		2002			2001			2002			2001
Revenues:
Transportation systems		$	166.5		$	150.0		$	68.5		$	48.7
Defense			233.2			209.2			76.1			74.9
	Total for reportable segments		399.7			359.2			144.6			123.6
Other revenues			14.8			17.3			4.9			4.9
		$	414.5		$	376.5		$	149.5		$	128.5
Operating profit:
Transportation systems		$	15.7		$	15.1		$	6.1		$	5.4
Defense			12.7			5.1			4.7			2.5
	Total for reportable segments		28.4			20.2			10.8			7.9
Other profit			3.1			5.2			0.9			1.1
Interest expense			(2.7	)		(2.7	)		(0.9	)		(0.9	)
Income before income taxes		$	28.8		$	22.7		$	10.8		$	8.1

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CUBIC CORPORATION
ITEM 2—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

June 30, 2002

Forward-Looking Statements

        In addition to historical matters, this report contains forward-looking statements. They can be identified by words such as may, likely, anticipate, hope, estimate, plan, potential, promising, feel, expect, should, and confident. These forward-looking statements are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements involve risks and uncertainties which may affect the Company's business and prospects. These include the effects of politics on negotiations and business dealings with government entities, reductions in defense budgets, economic conditions in the various countries in which the Company does or hopes to do business, competition and technology changes in the defense and transportation industries, and other competitive and technological factors.

Results of Operations

        Sales for the first nine months of fiscal 2002 were approximately 11% higher than for the same period in fiscal 2001, as the result of higher sales in both the defense and transportation systems segments. Transportation systems sales for the third quarter were up significantly from the prior year, while sales in the defense segment increased only slightly in the quarter.

        Transportation segment sales increased in the current year due to an increase in work on contracts in North America which had been awarded to the Company in previous quarters and due to an increase in activity on the Prestige project in London. These sales increases in the quarter and for the first nine months of the fiscal year more than offset lower sales from contracts in the Far East.

        As discussed the last two quarters, the Company acquired a new facility south of London in order to gain greater efficiency by bringing operations in the region together into one facility. This new building is currently being outfitted and is expected to be occupied by the end of the calendar year. In connection with this consolidation of operations, the Company recorded a provision of $900,000 in the first quarter for severance costs related to the planned closing of a facility in western England. Of this amount, approximately $300,000 was expended during the quarter ended June 30, 2002, bringing the total spent to date to $450,000. Management believes the balance of $450,000 will be adequate to cover the remaining costs of this facility closure.

        Operating profits in the transportation segment were higher for both the third quarter and the first nine months of the year. Higher sales volume contributed to increased profits in the third quarter, although the increase was somewhat offset by legal costs incurred in connection with the Company's dispute of a contract tender in Australia. For the first nine months of the year, higher operating profits resulted from the higher sales volume, but were partially offset by the legal costs and the severance costs mentioned above.

        The increase in defense segment sales for the third quarter and first nine months of the year resulted primarily from continued growth of the Company's defense service businesses, both computerized battlefield simulation and operations and maintenance. In addition, new multiple integrated laser engagement system (MILES) contracts won in the past year added to the growth of the segment. Increased operating profits in the segment resulted from the above sales increases, in addition to higher profit margins from communications and MILES products.

        Selling, general and administrative costs were higher for both the third quarter and for the first nine months of the year, primarily due to an increase in selling costs and the legal costs mentioned

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above. Selling costs increased in both segments as the Company pursued new transportation systems opportunities, especially in Europe, and increased its efforts to obtain new defense business as well.

        Other profits in the first nine months were higher last year than in the current year, primarily as a result of the sale of certain marketable securities at a profit last year. Lower interest rates on the Company's cash investments also contributed to the reduction of other profits this year.

        Total backlog, including un-funded customer orders, increased to $1,180,000,000 at June 30, 2002, compared to $1,095,000,000 at September 30, 2001 and $1,092,000,000 at June 30, 2001. Included in the above amounts was funded backlog of $822,000,000 at June 30, 2002, $738,000,000 at September 30, 2001 and $745,000,000 at June 30, 2001.

Critical Accounting Policies, Estimates and Judgments

        The Company's financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires management 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. Management continually evaluates its estimates and judgments, the most critical of which are those related to revenue recognition, costs to complete contracts, valuation of goodwill and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Eventual results may differ from these estimates.

Liquidity and Capital Resources

        Operating activities for the first nine months of the year resulted in positive cash flows, however, growth in long-term contract accounts receivable and inventories during the period had the effect of limiting operating cash flows. These increases in receivables and inventories represent normal fluctuations due to the timing of customer payments and the transfer of inventoried costs to contracts and also reflect the growth in revenues during the year. Although cash flows from operations are not expected to pick up significantly for the remainder of the fiscal year, the Company expects that cash flows from operations will increase in the next fiscal year.

        The building acquisition mentioned above was the primary use of cash from investing activities during the first nine months of the fiscal year. The only significant financing activity was the payment of a semi-annual cash dividend to shareholders in the second quarter.

        The Company's financial condition remains strong with working capital of $196 million and a current ratio of 3.1 at June 30, 2002. The Company expects that cash on hand and its unused debt capacity will be adequate to meet its working capital requirements for the foreseeable future.

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CUBIC CORPORATION
PART II—OTHER INFORMATION

ITEM 6—EXHIBITS AND REPORTS ON FORM 8-K

(a)

The following exhibit is included herein:

15—Independent Accountants' Review Report

(b)

No reports on Form 8-K were filed during the quarter.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CUBIC CORPORATION
Date July 29, 2002	/s/  W. W. BOYLE W. W. Boyle Vice President and CFO
Date July 29, 2002	/s/  T. A. BAZ T. A. Baz Vice President and Controller

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PART I—FINANCIAL INFORMATION ITEM 1—FINANCIAL STATEMENTS
ITEM 2—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II—OTHER INFORMATION
SIGNATURES

EX-15

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EXHIBIT 15—INDEPENDENT ACCOUNTANTS' REVIEW REPORT

Board of Directors and Shareholders
Cubic Corporation

        We have reviewed the accompanying consolidated condensed balance sheet of Cubic Corporation as of June 30, 2002, and the related consolidated condensed statements of income and cash flows for the three-and nine-month periods ended June 30, 2002 and 2001. These financial statements are the responsibility of the Company's management.

        We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

        Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated condensed financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

        We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Cubic Corporation as of September 30, 2001 and the related consolidated statements of income, changes in shareholders' equity and cash flows for the year then ended (not presented herein) and in our report dated November 20, 2001, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet at September 30, 2001, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

ERNST & YOUNG LLP

San Diego, California
July 24, 2002

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EXHIBIT 15—INDEPENDENT ACCOUNTANTS' REVIEW REPORT