Basis for Presentation	6 Months Ended
Mar. 31, 2021
Basis for Presentation
Basis for Presentation	Note 1 — Basis for Presentation Cubic Corporation (“we,” “us,” the “Company” and “Cubic”) has prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) 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 GAAP for complete financial statements. In our opinion, the accompanying financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented. Operating results for the quarter ended March 31, 2021 are not necessarily indicative of the results that may be expected for our fiscal year ending September 30, 2021 (“fiscal 2021”). For further information, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (“fiscal 2020”). The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As described in Note 14, we concluded that the combination of our legacy Cubic Mission Solutions (“CMS”) and our legacy Cubic Global Defense (“CGD”) segments into our new Cubic Mission and Performance Solutions (“CMPS”) segment resulted in CMPS becoming a single operating segment beginning on October 1, 2020. Applicable prior period amounts have been adjusted retrospectively to reflect the reportable segment change. Agreement and Plan of Merger On March 30, 2021, we executed Amendment No. 1 to that certain Agreement and Plan of Merger, dated as of February 7,2021, by and among the Company, Atlas CC Acquisition Corp. and Atlas Merger Sub Inc. (as amended and as may be further amended from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, the Company will be acquired by Veritas Capital and Evergreen Coast Capital Corporation at a price of $75.00 per outstanding share of common stock of the Company, without interest and subject to required tax withholding in accordance with the terms of the Merger Agreement, in an all-cash transaction. On April 27, 2021, the Company’s stockholders voted upon and approved a proposal to adopt the Merger Agreement. The transaction is expected to close during our third quarter of fiscal 2021, subject to customary closing conditions, including the receipt of shareholder and regulatory approvals. Our financial statements and associated disclosures for the three- and six- month periods ended March 31, 2021 and March 31, 2020 do not reflect any potential impacts or effects the Merger might have on our financial statements if the Merger is finalized. There can be no assurance that the transaction will close in the timeframe contemplated or on the terms anticipated, if at all. Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This standard removes the second step of the goodwill impairment test, where a determination of the fair value of individual assets and liabilities of a reporting unit was needed to measure the goodwill impairment. Under this updated standard, goodwill impairment will now be the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. We adopted ASU 2017-04 on October 1, 2020. The adoption of ASU 2017-04 did not have an impact on our consolidated financial statements and would only have the potential to impact the amount of goodwill impairment recorded in the event that goodwill is determined to be impaired in the future. Recent Accounting Pronouncements – Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“Topic 740”), which removes certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments in this ASU are effective for us in our annual period beginning October 1, 2021 and interim periods within that annual period. We are currently evaluating the impact of this standard on our consolidated financial statements.

Basis for Presentation

6 Months Ended

Mar. 31, 2021

Note 1 — Basis for Presentation

Cubic Corporation (“we,” “us,” the “Company” and “Cubic”) has prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) 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 GAAP for complete financial statements.

In our opinion, the accompanying financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented. Operating results for the quarter ended March 31, 2021 are not necessarily indicative of the results that may be expected for our fiscal year ending September 30, 2021 (“fiscal 2021”). For further information, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (“fiscal 2020”).

The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

As described in Note 14, we concluded that the combination of our legacy Cubic Mission Solutions (“CMS”) and our legacy Cubic Global Defense (“CGD”) segments into our new Cubic Mission and Performance Solutions (“CMPS”) segment resulted in CMPS becoming a single operating segment beginning on October 1, 2020. Applicable prior period amounts have been adjusted retrospectively to reflect the reportable segment change.

Agreement and Plan of Merger

On March 30, 2021, we executed Amendment No. 1 to that certain Agreement and Plan of Merger, dated as of February 7,2021, by and among the Company, Atlas CC Acquisition Corp. and Atlas Merger Sub Inc. (as amended and as may be further amended from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, the Company will be acquired by Veritas Capital and Evergreen Coast Capital Corporation at a price of $75.00 per outstanding share of common stock of the Company, without interest and subject to required tax withholding in accordance with the terms of the Merger Agreement, in an all-cash transaction. On April 27, 2021, the Company’s stockholders voted upon and approved a proposal to adopt the Merger Agreement. The transaction is expected to close during our third quarter of fiscal 2021, subject to customary closing conditions, including the receipt of shareholder and regulatory approvals. Our financial statements and associated disclosures for the three- and six- month periods ended March 31, 2021 and March 31, 2020 do not reflect any potential impacts or effects the Merger might have on our financial statements if the Merger is finalized.

There can be no assurance that the transaction will close in the timeframe contemplated or on the terms anticipated, if at all.

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This standard removes the second step of the goodwill impairment test, where a determination of the fair value of individual assets and liabilities of a reporting unit was needed to measure the goodwill impairment. Under this updated standard, goodwill impairment will now be the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. We adopted ASU 2017-04 on October 1, 2020. The adoption of ASU 2017-04 did not have an impact on our consolidated financial statements and would only have the potential to impact the amount of goodwill impairment recorded in the event that goodwill is determined to be impaired in the future.

Recent Accounting Pronouncements – Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“Topic 740”), which removes certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments in this ASU are effective for us in our annual period beginning October 1, 2021 and interim periods within that annual period. We are currently evaluating the impact of this standard on our consolidated financial statements.