UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES ACT OF 1934
For the Fiscal Year Ended September 30, 2013
1-8931
Commission File Number
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
CUBIC CORPORATION
9333 Balboa Avenue
San Diego, California 92123
Telephone (858) 277-6780
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Financial Statements and Supplemental Schedule
September 30, 2013 and 2012
1 | |
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Financial Statements: |
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2 | |
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3 | |
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4-16 | |
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Schedule H, line 4i — Schedule of Assets (Held at End of Year) | 18 |
* Other schedules required by Section 2520.103-10 of the United States Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Administrator and Participants of the
Cubic Corporation Employees’ Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits of the Cubic Corporation Employees’ Profit Sharing Plan as of September 30, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended September 30, 2013. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of September 30, 2013 and 2012, and the changes in net assets available for benefits for the year ended September 30, 2013, in accordance with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year as of September 30, 2013, is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplemental information required by the United States Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ MAYER HOFFMAN McCANN P.C. |
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San Diego, California |
March 20, 2014 |
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
September 30, 2013 and 2012
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| 2013 |
| 2012 |
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Assets: |
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Investments, at fair value: |
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Mutual funds |
| $ | 260,739,128 |
| $ | 235,118,232 |
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Guaranteed interest account |
| 75,162,707 |
| 73,226,848 |
| ||
Stable value fund |
| 26,162,508 |
| 26,802,174 |
| ||
Cubic Corporation common stock |
| 4,320,624 |
| 4,748,904 |
| ||
Self-directed brokerage |
| 631,832 |
| 231,988 |
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Total investments |
| 367,016,799 |
| 340,128,146 |
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Receivables: |
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Notes receivable from participants |
| 5,848,487 |
| 5,826,386 |
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Employer’s contribution |
| 4,999,953 |
| 4,938,428 |
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Participants’ contributions |
| 486,518 |
| 549,711 |
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Total receivables |
| 11,334,958 |
| 11,314,525 |
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Net assets available for benefits reflecting all investments at fair value |
| 378,351,757 |
| 351,442,671 |
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Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
| (284,656 | ) | (831,075 | ) | ||
Net assets available for benefits |
| $ | 378,067,101 |
| $ | 350,611,596 |
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See the accompanying notes to financial statements.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended September 30, 2013
Additions to net assets attributed to: |
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Investment income: |
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Net change in fair value of investments |
| $ | 34,684,071 |
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Interest and dividends |
| 3,991,147 |
| |
Interest on guaranteed interest account |
| 2,208,046 |
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Total investment income |
| 40,883,264 |
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Interest income on notes receivable from participants |
| 241,180 |
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Contributions: |
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Employer’s |
| 15,677,892 |
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Participants’ |
| 13,728,604 |
| |
Participants’ rollovers from other qualified plans |
| 2,060,435 |
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Transfer from other plan |
| 1,402,600 |
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Total contributions |
| 32,869,531 |
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Total additions |
| 73,993,975 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
| 46,245,711 |
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Administrative expenses |
| 292,759 |
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Total deductions |
| 46,538,470 |
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Net increase in assets available for benefit |
| 27,455,505 |
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Net assets available for benefits: |
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Beginning of year |
| 350,611,596 |
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End of year |
| $ | 378,067,101 |
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See the accompanying notes to financial statements.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
September 30, 2013
(1) Plan Description
The following description of the Cubic Corporation Employees’ Profit Sharing Plan (the “Plan”) provides only general information. Participants of the Plan should refer to the Plan agreement for a more complete description of the Plan.
(a) General
The Plan, which was effective June 15, 1956 and amended from time to time thereafter, is a defined contribution plan covering eligible full-time, part-time and temporary employees of Cubic Corporation and affiliated companies that have adopted participation in the Plan (collectively, the “Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
(b) Contributions
Plan participants may voluntarily contribute up to 30% of their pre-tax and after-tax annual compensation (up to the Internal Revenue Service (“IRS”) maximum allowable amount), as defined by the Plan, to the Plan. Participants may also rollover amounts representing distributions from other eligible retirement plans. Participants direct their contributions and the Company’s discretionary contributions, matching contributions and Service Contract Act (“SCA”) contributions in 1% increments in the Guaranteed Interest Account, mutual funds, Stable Value Fund, and/or the Company’s common stock. Participants may also transfer up to 99% of their account balance to a Self-Directed Brokerage Account. Participants may change their investment options daily. All contributions are held in a trust and invested by the Plan’s custodian in accordance with the options elected by the participants (i.e. all investments are participant directed). The maximum allowable calendar-year pre-tax voluntary contribution, as determined by the IRS, was $17,500 for 2013 and $17,000 for 2012.
The Plan provides for a Company discretionary contribution, at the option of its Board of Directors. Discretionary contributions to the Plan are allocated based on the ratio of each participant’s compensation to total compensation of all eligible participants. Eligible Plan participants must be employed by the Company as of the Plan’s year end, have at least one year of service and have earned at least 500 hours of service during the Plan year to be eligible for a discretionary contribution.
The Company provides a matching contribution to the Plan on a dollar-for-dollar basis for the first 3% of eligible employee 401(k) salary deferrals. In accordance with collective bargaining agreements, the Plan provides a dollar-for-dollar matching contribution of the first 4% of an employee’s 401(k) salary deferrals for certain employees of Cubic Worldwide Technical Services, a wholly-owned subsidiary of Cubic Corporation.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(1) Plan Description, Continued
(b) Contributions, continued
Effective January 1, 2009, the Plan provides for an employer SCA contribution to be made by the Company in accordance with certain SCA agreements and pursuant to the McNamara-O’Hara Service Contract Act of 1965. The employer SCA contributions are allocated to participants who are entitled to benefits under the SCA and have not otherwise been furnished such benefits or received a cash equivalent payment that would meet the requirements of the SCA. The amount of the employer SCA contributions shall be equal to the amount determined under the SCA. A participant is 100% vested at all times in the amount held in his or her employer SCA contributions account.
Employees of Cubic Corporation’s wholly-owned subsidiaries Cubic Simulation Systems Division (“CSSD”), Cubic Global Tracking Solutions, Inc. (“CGTS”), Cubic Advanced Learning Solutions (“CALS”) and employees who work for the Cyber Security subset of Cubic Corporation’s wholly-owned subsidiary Cubic Defense Applications, Inc. (“CDA”) who participate in the Plan have different contribution and loan options as compared to other Plan participants. CSSD, CGTS, CALS and Cyber Security employees who participate in the Plan are hereafter referred to as “Sub Plan” participants. Sub Plan participants can voluntarily contribute up to one hundred percent of their compensation as pre-tax contributions and up to five percent of their compensation as after-tax contributions. However, their combined pre-tax and after-tax contributions together cannot exceed 100% of their annual compensation (not to exceed the IRS maximum allowable amount), as defined by the Plan. Sub Plan participants can also rollover amounts representing distributions from other eligible retirement plans.
The Company matching contribution for CSSD, CGTS and CALS is 75% of the participant’s elective contribution made during the Plan year, up to 6% of the participant’s annual compensation. The Company matching contribution for the Cyber Security participants is 100% of the participant’s elective contribution made during the Plan year, up to 6% of the participant’s annual compensation. In addition, the Sub Plan provides for a Company discretionary contribution, at the option of its Board of Directors. Discretionary contributions to the Sub Plan are allocated to all participants based on compensation as a percentage of compensation of all eligible employees participating in the Sub Plan.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(1) Plan Description, Continued
(c) Participants’ Accounts
Each participant’s account is credited with the participant’s contributions, his or her pro rata share of the Company’s discretionary contributions (if any), the Company’s matching contributions, the Company’s SCA contributions, rollovers and transfers from other plans and allocations of Plan earnings or losses including market value adjustments on Plan investments. Allocations are based on participant earnings or account balances, as defined in the Plan agreement. The non-vested portion of a participant’s Company discretionary contribution account will be forfeited as of the earlier of the date of termination of employment if he or she has no vested interest or the date on which he or she has five consecutive years of five hundred or less hours of service. Any remaining forfeited balances of terminated participants’ non-vested accounts after payment of certain administrative expenses and restoration of forfeitures of re-employed participants are allocated to participants who are employed on the last day of the Plan year in the ratio that each eligible participant’s Company discretionary contribution bears to the Company discretionary contributions of all eligible participants. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Participant forfeitures amounted to $83,706 during the year ended September 30, 2013. As of September 30, 2013 and 2012, Plan assets available for benefits that had not been credited to participant accounts, including unallocated forfeitures, amounted to $190,512 and $181,366, respectively.
(d) Vesting
Employee, Company matching, Company SCA and rollover contributions plus or minus actual earnings or losses thereon have full and immediate vesting. Employer discretionary contributions (and earnings or losses thereon) vest after one year of service at 20% and increase in 20% increments until fully vested after five years of service.
Participant accounts become fully vested upon death, disability, attainment of normal retirement age, termination due to lay-off by a participating employer, or upon termination of the Plan. The Company may authorize a percentage of the Company’s discretionary contribution to be transferred to the pre-tax account of non-highly compensated participants, and the participants then become immediately vested in those contributions.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(1) Plan Description, Continued
(e) Distribution of Participants’ Accounts
The entire vested balance of a participant’s account may be distributed at the date of the participant’s retirement from the Company, termination from service from the Company, death, or permanent and total disability. Participants still employed are eligible for two distributions of their after-tax and rollover contributions each Plan year and up to 65% of their vested portion of the Company discretionary contributions once every five years. Participants, including terminated participants, may request a withdrawal of their accounts, excluding their matching contributions, in cases of financial hardship. The normal retirement age, as defined by the Plan, is the later date at which participants reach the age of 65 or have reached five years of service. If a participant terminates employment with the Company before retirement, the participant will receive either a lump sum payment of their vested account balance or if the vested account exceeds $1,000, the participant may elect any distribution date up to age 70½.
(f) Notes Receivable from Participants
Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. A participant may not have more than two loans outstanding unless they are a Sub Plan participant (Sub Plan participants are allowed to have three loans outstanding) and no new loans may be made to a participant at a time when he or she is in default on any payment required to be made on a previous loan. The loans, which are collateralized by the balance in the participant’s account, bear interest at prime plus 1%, and the interest rate on loans that were outstanding at September 30, 2013 ranged from 4.25% to 11.50%. Interest rates for new loans are determined on the first business day of each calendar quarter. These rates are effective for all new loans initiated on or after the first business day of the following quarter, and will remain in effect until a new rate is established. Principal and interest are paid ratably through scheduled payroll deductions. Participant loans are measured at their unpaid principal balance plus accrued but unpaid interest. All loans are repaid within a period of five years and outstanding loans at September 30, 2013 have maturity dates ranging from October 2013 through October 2018. Defaulted participant loans are reclassified as distributions based upon the terms of the Plan agreement.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying financial statements are prepared under the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
(b) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
(c) Investment Valuation and Income Recognition
The Plan’s mutual funds, Stable Value Fund and funds held in the Self-Directed Brokerage Account are stated at fair value as determined by Prudential Insurance Company of America (the “Custodian”), and are based on the net asset value of units held by the Plan at year-end. The shares of Cubic Corporation common stock are valued at quoted market prices at year-end, as reported by the Custodian.
Investment contracts held in the Guaranteed Interest Account are valued at fair value, which represents contributions, reinvested income, less any withdrawals, plus accrued interest. Fair value represents the estimated proceeds that would have been paid had the contract been discontinued as of September 30, 2013. The fair value is derived by multiplying the contractual Market Value Adjustment (“MVA”) by the contract value and taking into account all reasonably available information and assumptions about risks that a market participant would use. The MVA formula approximates the change in market value of a bond given a change in the rate environment and is equal to the average rate being credited under the contract minus the rate credited to new deposits for plans with similar features multiplied by a duration of time estimate. When establishing interest crediting rates for this investment, the Custodian considers many factors, including external factors such as current economic and market conditions, the general interest rate environment and internal factors such as the expected and actual experience of a reference portfolio within the issuer’s general account. While these rates are established without the use of a specific formula, the crediting rate can never be less than 3.00%, thus mitigating significant changes in fair value measurement. Fair value is adjusted to contract value in the financial statements. The investment contracts are fully benefit responsive because participants may direct withdrawals and transfers at contract value.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(2) Summary of Significant Accounting Policies, Continued
(c) Investment Valuation and Income Recognition, continued
The average yield on such contracts was 3.00% for 2013 and 2012, which approximated market rates. The crediting interest rates are reviewed quarterly but cannot be less than 3.00%, and were 3.00% for 2013 and 2012. Since the crediting interest rate cannot be less than 3.00%, there is not a significant increase in implied liquidity risk yields or performance, thus an adjustment for risk is not necessary. Fair value calculations would only be applied in the event of a Plan Sponsor initiated withdrawal. The formula used for determination of fair value is adequate in determining what the price of a bond with cash flows similar to the Guaranteed Interest Account payout would be and therefore calculates the fair value in a similar manner to other stable value funds holding pooled securities in a trust. Management believes the fair value calculation is reasonable based on other comparable evaluation methods. The contract value of the Guaranteed Interest Account at September 30, 2013 and 2012 was $75,162,707 and $73,226,848, respectively.
There are no reserves against contract value for credit risk of the contract issuer or otherwise. Participants may not transfer between the Guaranteed Interest Account and the Stable Value Fund without first investing in another investment option of the Plan for a period of 90 days. The Guaranteed Interest Account’s contract does not permit the Custodian to terminate the agreement prior to the scheduled maturity date.
Investment contracts held in the Stable Value Fund are valued at fair value, which represents contributions, reinvested income, less any withdrawals, plus accrued interest. The Stable Value Fund invests in investment contracts, traditional guaranteed investment contracts (“GICs”) and security-backed contracts issued by insurance companies and other financial institutions. The fair value of the units of this investment is based on the fair value of the underlying investments, and a net asset value can be calculated for this fund as audited financial statements are available. The fair value of a GIC is based on the present value of future cash flows using the current discount rate. The fair value of a security-backed contract includes the value of the underlying securities and the value of the wrapper contract. The fair value of a wrapper contract provided by a security-backed contract issuer is the present value of the difference between the current wrapper fee and the contracted wrapper fee. Fair value is adjusted to contract value on the financial statements. The investment contracts are fully benefit responsive because participants may direct withdrawals and transfers at contract value. The average yields on such contracts were 1.55% and 1.85% for 2013 and 2012, respectively, which approximated market rates. The contract value of the Stable Value Fund at September 30, 2013 and 2012 was $25,877,852 and $25,971,099, respectively. The Stable Value Fund’s contract does not permit the Custodian to terminate the agreement prior to the scheduled maturity date.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(2) Summary of Significant Accounting Policies, Continued
(c) Investment Valuation and Income Recognition, continued
Interest income is recognized when earned. Dividend income is recorded on the ex-dividend date. Realized gains and losses on investments are recognized upon the sale of the related investments and unrealized appreciation or depreciation is recognized at period end when the carrying values of the related investments are adjusted to their estimated fair market value. Purchases and sales of securities are reflected on a trade-date basis.
Earnings on investments are allocated on a pro rata basis to individual participant accounts based on the type of investment and the ratio of each participant’s individual account balance to the aggregate of participant account balances. The portion of interest included in each loan payment made by a participant is recognized as interest income in the participant’s individual account.
(d) Net Change in Fair Value of Investments
The Plan presents in the statement of changes in net assets available for benefits the net change in the fair value of its investments, which consists of the realized gains and losses and the net unrealized gain (loss) on those investments.
(e) Fair Value Measurements
The valuation techniques required to determine fair value are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. The two types of inputs create the following fair value hierarchy:
Level 1 — Valuation is based upon unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Valuation is based upon other significant observable inputs (including quoted prices for similar assets or liabilities in active markets, identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, etc.).
Level 3 — Valuation is based upon significant unobservable inputs. These inputs reflect the reporting entity’s own assumptions about how market participants would price the asset or liability, including assumptions about risk in determining the fair value of the asset or liability.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(2) Summary of Significant Accounting Policies, Continued
(e) Fair Value Measurements, continued
The inputs or methodology used by valuing securities are not necessarily an indication of risk associated with investing in those securities.
The following is a description of the valuation methodologies used for investments measured at fair value. There have been no changes in the methodologies used at September 30, 2013 and 2012. Mutual funds, funds held in the Self-Directed Brokerage Account and Cubic Corporation common stock are valued at quoted prices for identical assets in active markets. The Guaranteed Interest Account and the Stable Value Fund are measured using the market approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following is a summary of investments classified in accordance with the fair value hierarchy:
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| Investments at Fair Value as of September 30, 2013 |
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| Level 1 |
| Level 2 |
| Level 3 |
| Total |
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Mutual funds: |
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|
| ||||
Domestic equity funds |
| $ | 145,659,491 |
| $ | — |
| $ | — |
| $ | 145,659,491 |
|
International equity funds |
| 37,356,530 |
| — |
| — |
| 37,356,530 |
| ||||
Domestic bond funds |
| 30,699,208 |
| — |
| — |
| 30,699,208 |
| ||||
Hybrid fund |
| 29,789,514 |
| — |
| — |
| 29,789,514 |
| ||||
Money market fund |
| 13,834,505 |
| — |
| — |
| 13,834,505 |
| ||||
International bond funds |
| 3,399,880 |
| — |
| — |
| 3,399,880 |
| ||||
Total mutual funds |
| 260,739,128 |
| — |
| — |
| 260,739,128 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cubic Corporation common stock |
| 4,320,624 |
| — |
| — |
| 4,320,624 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Guaranteed interest account |
| — |
| — |
| 75,162,707 |
| 75,162,707 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Stable value fund |
| — |
| 26,162,508 |
| — |
| 26,162,508 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Self-directed brokerage account |
| 631,832 |
| — |
| — |
| 631,832 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total investments at fair value |
| $ | 265,691,584 |
| $ | 26,162,508 |
| $ | 75,162,707 |
| $ | 367,016,799 |
|
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(2) Summary of Significant Accounting Policies, Continued
(e) Fair Value Measurements, continued
|
| Investments at Fair Value as of September 30, 2012 |
| ||||||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| ||||
Mutual funds: |
|
|
|
|
|
|
|
|
| ||||
Domestic equity funds |
| $ | 118,661,706 |
| $ | — |
| $ | — |
| $ | 118,661,706 |
|
Domestic bond funds |
| 38,788,926 |
| — |
| — |
| 38,788,926 |
| ||||
International equity funds |
| 32,333,538 |
| — |
| — |
| 32,333,538 |
| ||||
Hybrid fund |
| 26,623,274 |
| — |
| — |
| 26,623,274 |
| ||||
Money market fund |
| 15,014,450 |
| — |
| — |
| 15,014,450 |
| ||||
International bond funds |
| 3,696,338 |
| — |
| — |
| 3,696,338 |
| ||||
Total mutual funds |
| 235,118,232 |
| — |
| — |
| 235,118,232 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cubic Corporation common stock |
| 4,748,904 |
| — |
| — |
| 4,748,904 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Guaranteed interest account |
| — |
| — |
| 73,226,848 |
| 73,226,848 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Stable value fund |
| — |
| 26,802,174 |
| — |
| 26,802,174 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Self-directed brokerage account |
| 231,988 |
| — |
| — |
| 231,988 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total investments at fair value |
| $ | 240,099,124 |
| $ | 26,802,174 |
| $ | 73,226,848 |
| $ | 340,128,146 |
|
The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 investment for the year ended September 30, 2013.
Level 3 Investment as of September 30, 2013
|
| Guaranteed |
| |
|
| Interest |
| |
|
| Account |
| |
Balance, beginning of year |
| $ | 73,226,848 |
|
|
|
|
| |
Interest on guaranteed interest account |
| 2,208,046 |
| |
|
|
|
| |
Interest income on notes receivable from participants |
| 36,641 |
| |
|
|
|
| |
Purchases |
| 3,591,093 |
| |
|
|
|
| |
Sales |
| (3,899,921 | ) | |
|
|
|
| |
Balance, end of year |
| $ | 75,162,707 |
|
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(2) Summary of Significant Accounting Policies, Continued
(e) Fair Value Measurements, continued
In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 clarified the intent about the application of existing fair value measurement requirements and added new disclosure requirements related to the unobservable inputs of Level 3 measurements and the redemption frequency of Level 2 measurements that calculate net asset value per share. The new guidance was effective for reporting periods beginning after December 15, 2011 and was adopted by the Plan effective October 1, 2012. The adoption did not have a material effect on the statements of net assets available for plan benefits, statement of changes in net assets available for plan benefits or disclosures in the financial statements.
The following table represents quantitative information about the significant unobservable inputs used in the fair value measurement of the Plan’s Level 3 investment. The crediting interest rate cannot be less than 3.00%, thus an adjustment for risk is not necessary.
Quantitative Information about Significant Inputs Used in Level 3 Fair Value Measurements
Instrument |
| Contract Value |
| Fair Value |
| Principal Valuation |
| Unobservable Inputs |
| Significant Input |
| Weighted |
| ||
Guaranteed Interest Account |
| $ | 75,162,707 |
| $ | 75,162,707 |
| Market Value Adjustment |
| Average Crediting Rate |
| 3.00 | % | No |
|
(Evergreen Group Annuity) |
|
|
|
|
| (Market Approach) |
| New Deposits Crediting Rate |
| 3.00 | % |
|
| ||
The following table summarizes investments measured at fair value based on net asset value (NAV) per share as of September 30, 2013 and 2012, respectively.
Fair Value of Investments in Entities that Calculate Net Asset Value per Share (or its Equivalent)
September 30, 2013 |
| Contract Value |
| Fair Value |
| Unfunded |
| Redemption |
| Redemption |
| ||
Stable Value Fund |
| $ | 25,877,852 |
| $ | 26,162,508 |
| n/a |
| Daily |
| *12 months |
|
September 30, 2012 |
| Contract Value |
| Fair Value |
| Unfunded |
| Redemption |
| Redemption |
| ||
Stable Value Fund |
| $ | 25,971,099 |
| $ | 26,802,174 |
| n/a |
| Daily |
| *12 months |
|
* The 12 month redemption period and fair value calculation would only apply to a Plan Sponsor initiated withdrawal. The daily NAV reflects contract value and is fully benefit-responsive.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(2) Summary of Significant Accounting Policies, Continued
(f) Risks and Uncertainties
The Plan provides for various investment options in a Guaranteed Interest Account, mutual funds, a Stable Value Fund, Cubic Corporation common stock and a Self-Directed Brokerage Account option. These investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the values of the investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term, and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.
(g) Concentration of Credit Risk
All of the Plan’s investments are financial instruments which potentially subject the Plan to concentrations of credit risk. Management believes that the Custodian maintains the Plan’s investments with high credit quality institutions and attempts to limit the credit exposure to any particular investment.
(h) Payments of Benefits
Benefits payments are recorded when paid.
(i) Administrative Expenses
The Company provides certain administrative and accounting services to the Plan at no cost. Most administrative expenses are paid directly by the Plan and include audit fees and certain legal fees. Administrative expenses incurred by the Plan include loan and Self-Directed Brokerage Account fees charged directly to the participants’ accounts and investment management fees which are netted against investment returns.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(3) Investments
The following presents investments, at fair value, that represent 5% or more of the Plan’s net assets available for benefits as of September 30:
|
| 2013 |
| 2012 |
| ||
|
|
|
|
|
| ||
Prudential Guaranteed Interest Account |
| $ | 75,162,707 |
| $ | 73,226,848 |
|
American Euro Pac Gr R5 |
| $ | 37,356,530 |
| $ | 32,333,538 |
|
Vanguard Wellington Admiral |
| $ | 29,789,514 |
| $ | 26,623,274 |
|
Jennison Growth Fund Z |
| $ | 26,445,432 |
| $ | 22,632,764 |
|
Prudential Stable Value Fund |
| $ | 26,162,508 |
| $ | 26,802,174 |
|
Davis New York Venture Fund Y |
| $ | 25,543,010 |
| $ | 22,609,217 |
|
PIMCO Total Return Institutional Fund |
| $ | 22,097,925 |
| $ | 25,577,389 |
|
The Plan’s investments increased in value by $34,684,071 due to gains and losses during the year ended September 30, 2013 as follows:
Mutual funds |
| $ | 33,997,038 |
|
Stable value fund |
| 390,932 |
| |
Self-directed brokerage account |
| 33,886 |
| |
Cubic Corporation common stock |
| 262,215 |
| |
|
|
|
| |
|
| $ | 34,684,071 |
|
(4) Tax Status
The Plan received a favorable tax determination letter from the IRS dated May 4, 2004, which states that the Plan qualifies under the applicable provisions of the Internal Revenue Code and that it is therefore exempt from federal income taxes. The Plan was amended since receiving this determination letter and received a favorable tax determination letter dated June 4, 2012. In the opinion of the Company, the Plan continues to meet the Internal Revenue Code requirements and is currently operating such that its exempt status has been maintained. Accordingly, no provision for income taxes has been included in the accompanying financial statements.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Notes to Financial Statements
September 30, 2013
(5) Plan Termination and Amendment
Although the Company has not expressed any intent to do so, the Company has the right, under the Plan agreement, to amend any or all provisions of the Plan as well as discontinue contributions and terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, participants will become vested 100% in their accounts, and the net assets of the Plan must be allocated among the participants and beneficiaries of the Plan in the order provided for by ERISA.
(6) Parties-In-Interest
Section 3(14) of ERISA defines a party-in-interest to include, among others, fiduciaries or employees of the Plan, any person who provides services to the Plan, or an employer whose employees are covered by the Plan. Certain Plan investments are managed by Prudential Insurance Company of America. The Jennison Dryden Funds are owned by the Prudential Insurance Company of America. Prudential Insurance Company of America is the Custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Wells Fargo manages the Prudential Stable Value Fund and, therefore, these transactions qualify as party-in-interest transactions also. Six Board of Trustees members are currently participants in the Plan and an officer of the Company serves as the trustee and plan administrator of the Plan. In addition, Plan investments include investments in the Company’s common stock; therefore, these transactions also qualify as party-in-interest transactions. The Plan purchased and sold approximately 9,901 and 24,277 shares, respectively, of the Company’s common stock during the year ended September 30, 2013. Fees paid to the Custodian by the Plan for investment services amounted to $40,535 during the year ended September 30, 2013.
(7) Form 5500
There were no differences between the accompanying financial statements as of September 30, 2013 and 2012 and the financial information reported on the Form 5500.
(8) Subsequent Events
The Company acquired Intific, Inc. on February 28, 2014 and as part of this acquisition, management anticipates that the Plan will receive assets from the Intific, Inc. 401(k) Profit Sharing Plan. The Plan is expected to be amended for the trustee to trustee asset merger scheduled to occur in April of 2014.
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
September 30, 2013
EIN #95-1678055
Plan #001
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| (c) |
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|
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| ||
|
|
|
| Description of investment |
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|
|
|
| ||
|
| (b) |
| including maturity date, |
|
|
| (e) |
| ||
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| Identity of issue, borrower, |
| Rate of interest, collateral, |
| (d) |
| Current |
| ||
(a) |
| lessor, or similar party |
| par, or maturity value |
| Cost** |
| value |
| ||
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|
|
|
|
|
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| ||
* |
| The Prudential Insurance Company of America |
| Guaranteed Interest Fund |
|
|
|
|
| ||
|
|
|
| Prudential Guaranteed Interest Account |
| $ | — |
| $ | 75,162,707 |
|
|
| American Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| American Euro Pac Gr R5 |
| — |
| 37,356,530 |
| ||
|
| Vanguard Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Vanguard Wellington Admiral |
| — |
| 29,789,514 |
| ||
* |
| Jennison Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Jennison Growth Fund Z |
| — |
| 26,445,432 |
| ||
* |
| Well Fargo Bank Minnesota, N.A. |
| Common Collective Trust |
|
|
|
|
| ||
|
|
|
| Prudential Stable Value Fund |
| — |
| 25,877,852 |
| ||
|
| Davis Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Davis New York Venture Fund Y |
| — |
| 25,543,010 |
| ||
|
| PIMCO Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| PIMCO Total Return Institutional Fund |
| — |
| 22,097,925 |
| ||
|
| Vanguard Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Vanguard Growth Index Signal |
| — |
| 16,391,347 |
| ||
|
| American Beacon |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| American Beacon Large Cap Value Fund |
| — |
| 14,533,402 |
| ||
* |
| The Prudential Insurance Company of America |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Money Market Assets Fund Z |
| — |
| 13,834,505 |
| ||
|
| T. Rowe Price |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| T. Rowe Price Mid Cap Growth |
| — |
| 12,256,937 |
| ||
|
| Goldman Sachs |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Goldman Sachs Mid Cap Institutional Fund |
| — |
| 11,227,632 |
| ||
|
| Vanguard Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Vanguard Institutional Index |
| — |
| 11,123,591 |
| ||
|
| Thornburg Investments |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Thornburg Core Growth Fund I |
| — |
| 8,515,098 |
| ||
|
| Vanguard Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Vanguard Small Cap Index |
| — |
| 6,488,061 |
| ||
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| American Century Investments |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| American Century Government Fund |
| — |
| 6,333,757 |
| ||
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| Vanguard Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Vanguard Mid Cap Index Fund |
| — |
| 5,824,079 |
| ||
* |
| Cubic Corporation |
| Equity Securities |
|
|
|
|
| ||
|
|
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| Cubic Corporation Common Stock |
| — |
| 4,320,624 |
| ||
|
| Templeton Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Templeton Global Bond |
| — |
| 3,399,880 |
| ||
|
| Vanguard Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Vanguard Value Index |
| — |
| 2,776,007 |
| ||
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| Royce Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Royce Value Plus Fund I |
| — |
| 2,774,553 |
| ||
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| Vanguard Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Vanguard Inflation Protection Securities |
| — |
| 2,267,526 |
| ||
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| Royce Funds |
| Mutual fund |
|
|
|
|
| ||
|
|
|
| Royce Total Return Fund |
| — |
| 1,760,341 |
| ||
|
| Self-Directed Brokerage Account |
| Mutual funds |
|
|
|
|
| ||
|
|
|
| Self-Directed Brokerage Account |
| — |
| 631,832 |
| ||
* |
| Notes Receivable from Participants |
| Various maturities (Interest rates from 4.25% - 11.50%) |
| — |
| 5,848,487 |
| ||
|
|
|
|
|
|
|
|
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|
|
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|
|
| $ | — |
| $ | 372,580,630 |
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* Party-in-interest
** Historical cost is not required as all investments are participant-directed.
B. Exhibit List.
Exhibit 23.1 Consent of Mayer Hoffman McCann P.C.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Cubic Corporation Employees’ Profit Sharing Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
| Cubic Corporation Employees’ Profit Sharing Plan | |
|
| |
Date: March 20, 2014 | By: | /s/ John D. Thomas |
|
|
|
| John D. Thomas | |
|
| |
| Executive Vice President and Chief Financial Officer | |
| and Plan Administrative Committee Member | |