Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-08931 | |
Entity Registrant Name | CUBIC CORP /DE/ | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-1678055 | |
Entity Address, Address Line One | 9333 Balboa Avenue | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92123 | |
City Area Code | 858 | |
Local Phone Number | 277-6780 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,768,576 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000026076 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | CUB | |
Security Exchange Name | NYSE | |
Preferred Stock Purchase Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
No Trading Symbol Flag | true | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Net sales: | ||||
Net sales | $ 343,408 | $ 321,482 | $ 662,202 | $ 650,321 |
Costs and expenses: | ||||
Selling, general and administrative expenses | 83,141 | 78,294 | 146,801 | 144,209 |
Research and development | 14,368 | 11,360 | 26,514 | 19,782 |
Amortization of purchased intangibles | 15,033 | 16,493 | 31,140 | 26,582 |
(Gain) loss on sale of property, plant and equipment | 125 | 40 | 125 | (130) |
Restructuring costs | 7,746 | 3,807 | 11,881 | 5,382 |
Total costs and expenses | 368,963 | 351,416 | 686,460 | 686,738 |
Operating loss | (25,555) | (29,934) | (24,258) | (36,417) |
Other income (expenses): | ||||
Interest and dividend income | 1,946 | 1,693 | 3,735 | 3,911 |
Interest expense | (6,734) | (8,219) | (14,905) | (13,582) |
Loss on extinguishment of debt | (16,090) | (16,090) | ||
Other income (expense), net | 14,543 | (19,664) | 15,839 | (19,791) |
Loss from continuing operations before income taxes | (15,800) | (72,214) | (19,589) | (81,969) |
Income tax provision (benefit) | 3,440 | (19,784) | 6,929 | (13,538) |
Loss from continuing operations | (19,240) | (52,430) | (26,518) | (68,431) |
Net income (loss) from discontinued operations | 129 | (455) | ||
Net loss | (19,240) | (52,301) | (26,518) | (68,886) |
Less noncontrolling interest in net income (loss) of VIE | 16,777 | (13,178) | 22,494 | (9,188) |
Net loss attributable to Cubic | (36,017) | (39,123) | (49,012) | (59,698) |
Amounts attributable to Cubic: | ||||
Net loss from continuing operations | (36,017) | (39,252) | (49,012) | (59,243) |
Net loss from discontinued operations | 129 | (455) | ||
Net loss attributable to Cubic | $ (36,017) | $ (39,123) | $ (49,012) | $ (59,698) |
Basic | ||||
Continuing operations attributable to Cubic (in dollars per share) | $ (1.14) | $ (1.25) | $ (1.55) | $ (1.89) |
Discontinued operations (in dollars per share) | (0.01) | |||
Basic earnings per share attributable to Cubic (in dollars per share) | (1.14) | (1.25) | (1.55) | (1.91) |
Diluted | ||||
Continuing operations attributable to Cubic (in dollars per share) | (1.14) | (1.25) | (1.55) | (1.89) |
Discontinued operations (in dollars per share) | (0.01) | |||
Diluted earnings per share attributable to Cubic (in dollars per share) | $ (1.14) | $ (1.25) | $ (1.55) | $ (1.91) |
Weighted average shares used in per share calculations: | ||||
Basic (in shares) | 31,633 | 31,296 | 31,598 | 31,284 |
Diluted (in shares) | 31,633 | 31,296 | 31,598 | 31,284 |
Products | ||||
Net sales: | ||||
Net sales | $ 200,428 | $ 187,494 | $ 381,917 | $ 388,098 |
Costs and expenses: | ||||
Costs | 149,671 | 153,002 | 287,690 | 319,845 |
Services | ||||
Net sales: | ||||
Net sales | 142,980 | 133,988 | 280,285 | 262,223 |
Costs and expenses: | ||||
Costs | $ 98,879 | $ 88,420 | $ 182,309 | $ 171,068 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
Net loss | $ (19,240) | $ (52,301) | $ (26,518) | $ (68,886) |
Other comprehensive income (loss): | ||||
Foreign currency translation | (3,353) | (17,905) | 8,184 | (7,425) |
Change in unrealized gains/losses from cash flow hedges: | ||||
Change in fair value of cash flow hedges, net of tax | 9,453 | 1,058 | 9,408 | (127) |
Adjustment for net gains/losses realized and included in net income, net of tax | (212) | (963) | (397) | (914) |
Total change in unrealized gains/losses realized from cash flow hedges, net of tax | 9,241 | 95 | 9,011 | (1,041) |
Total other comprehensive income (loss) | 5,888 | (17,810) | 17,195 | (8,466) |
Total comprehensive loss | (13,352) | (70,111) | (9,323) | (77,352) |
Noncontrolling interest in comprehensive income (loss) of consolidated VIE, net of tax | 16,777 | (13,178) | 22,494 | (9,188) |
Comprehensive loss attributable to Cubic, net of tax | $ (30,129) | $ (56,933) | $ (31,817) | $ (68,164) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Accounts receivable: | ||
Billed | $ 109,604 | $ 161,473 |
Allowance for doubtful accounts | (1,450) | (1,498) |
Accounts receivable - net | 108,154 | 159,975 |
Contract assets | 321,545 | 268,773 |
Recoverable income taxes | 20,502 | 17,434 |
Inventories | 132,803 | 127,251 |
Total current assets | 796,195 | 763,074 |
Property, plant and equipment, net | 168,783 | 166,301 |
Operating lease right-of-use asset | 83,076 | 87,167 |
Financing lease right-of-use asset, net | 12,766 | 500 |
Deferred income taxes | 5,483 | 4,790 |
Goodwill | 788,027 | 784,882 |
Purchased intangibles, net | 179,460 | 210,361 |
Other assets | 25,424 | 21,759 |
Total assets | 2,401,458 | 2,324,221 |
Current liabilities: | ||
Short-term borrowings | 279,000 | 215,716 |
Contract liabilities | 74,779 | 75,546 |
Accrued compensation and current liabilities | 131,465 | 126,388 |
Income taxes payable | 719 | 799 |
Current portion of long-term debt | 11,250 | 11,250 |
Total current liabilities | 644,579 | 586,786 |
Operating lease liability | 76,971 | 80,568 |
Financing lease liability | 10,002 | 395 |
Shareholders' equity: | ||
Common stock | 304,293 | 295,986 |
Retained earnings | 797,190 | 850,472 |
Accumulated other comprehensive loss | (132,408) | (149,603) |
Treasury stock at cost - 9,031 shares at March 31, 2021 and 8,945 at September 30, 2020 | (41,321) | (36,078) |
Shareholders' equity related to Cubic | 927,754 | 960,777 |
Total shareholders' equity | 977,651 | 988,180 |
Total liabilities and shareholders' equity | 2,401,458 | 2,324,221 |
Cubic Corporation Excluding VIE | ||
Current assets: | ||
Cash and cash equivalents | 133,817 | 128,619 |
Restricted cash | 28,580 | 25,478 |
Accounts receivable: | ||
Other current assets | 41,926 | 32,626 |
Long-term contracts financing receivables | 72,605 | 64,642 |
Current liabilities: | ||
Trade accounts payable | 147,223 | 156,953 |
Long-term debt | 425,498 | 430,115 |
Other noncurrent liabilities | 58,163 | 68,939 |
VIE | ||
Current assets: | ||
Cash and cash equivalents | 1,546 | 1,065 |
Restricted cash | 7,322 | 1,822 |
Accounts receivable: | ||
Other current assets | 18 | 31 |
Long-term contracts financing receivables | 257,185 | 221,245 |
Other assets | 12,454 | |
Total assets | 278,525 | 224,163 |
Current liabilities: | ||
Trade accounts payable | 35 | 49 |
Other current liabilities | 108 | 85 |
Long-term debt | 208,594 | 163,348 |
Other noncurrent liabilities | 5,890 | |
Shareholders' equity: | ||
Shareholders' equity related to Cubic | 2,628 | 129 |
Noncontrolling interest | 49,897 | 27,403 |
Total liabilities and shareholders' equity | $ 278,525 | $ 224,163 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares shares in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Treasury stock, shares | 9,031 | 8,945 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Activities: | ||||
Net loss | $ (19,240) | $ (52,301) | $ (26,518) | $ (68,886) |
Net income (loss) from discontinued operations | (129) | 455 | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 25,055 | 23,414 | 49,716 | 40,364 |
Share-based compensation expense | 6,472 | 5,382 | 11,151 | 9,859 |
Change in fair value of contingent consideration | 1,260 | (1,473) | 684 | (4,478) |
Deferred income taxes | 161 | 2,909 | (977) | 2,909 |
Loss on extinguishment of debt | 16,090 | 16,090 | ||
Other items | 2,094 | 13 | 5,705 | 4,308 |
Changes in operating assets and liabilities, net of effects from acquisitions | (37,150) | (36,281) | (80,027) | (86,222) |
NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS | (36,439) | (26,557) | (58,609) | (74,119) |
NET CASH PROVIDED BY OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS | 129 | 85 | ||
NET CASH USED IN OPERATING ACTIVITIES | (36,439) | (26,428) | (58,609) | (74,034) |
Investing Activities: | ||||
Acquisition of businesses, net of cash acquired | (234,538) | (234,538) | ||
Purchases of property, plant and equipment | (13,389) | (13,478) | (20,053) | (25,311) |
Purchase of non-marketable debt and equity securities | (1,446) | (1,446) | ||
Receipt of withheld proceeds from sale of trade receivables | 641 | 2,483 | 5,521 | |
NET CASH USED IN INVESTING ACTIVITIES | (14,194) | (248,016) | (19,016) | (254,328) |
Financing Activities: | ||||
Proceeds from short-term borrowings | 104,786 | 727,000 | 186,644 | 884,500 |
Principal payments on short-term borrowings | (32,956) | (616,500) | (123,646) | (743,000) |
Principal payments on long-term borrowings | (3,653) | (199,833) | (5,625) | (199,833) |
Debt extinguishment make-whole payment | (15,856) | (15,856) | ||
Deferred financing fees | (2,517) | (2,517) | ||
Principal payments on finance lease liability | (673) | (691) | ||
Proceeds from stock issued under employee stock purchase plan | 1,170 | 1,170 | 1,169 | |
Purchase of common stock | (1,004) | (39) | (4,014) | (3,660) |
Shares repurchased for tax withholdings | (5,243) | (5,243) | ||
Dividends paid | (4,270) | (4,225) | (4,270) | (4,225) |
Contingent consideration payments related to acquisitions of businesses | (1,006) | (1,006) | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 77,126 | 341,066 | 85,828 | 389,800 |
Effect of exchange rates on cash | (2,448) | (11,224) | 6,078 | (7,203) |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 24,045 | 55,398 | 14,281 | 54,235 |
Cash, cash equivalents and restricted cash at the beginning of the period | 147,220 | 94,458 | 156,984 | 95,621 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT THE END OF THE PERIOD | 171,265 | 149,856 | 171,265 | 149,856 |
PIXIA Corp | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Receivable recognized in connection with the acquisition of net | 1,214 | 1,214 | ||
Delerrok Inc. | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of contingent consideration | (900) | |||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Contingent consideration liability incurred with the acquisition | 1,600 | 1,600 | ||
Cubic Corporation Excluding VIE | ||||
Financing Activities: | ||||
Proceeds from long-term borrowings | 1,008 | 450,000 | 1,008 | 450,000 |
VIE | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of interest rate swap | (15,091) | 15,819 | (18,343) | 11,482 |
Financing Activities: | ||||
Proceeds from long-term borrowings | $ 18,967 | $ 3,036 | $ 41,501 | $ 23,222 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Retained EarningsCumulative effect of accounting standard adoption | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interest in VIE | Total |
Balance at Sep. 30, 2019 | $ 274,472 | $ (824) | $ 862,948 | $ (139,693) | $ (36,078) | $ 18,919 | |
Balance (in shares) at Sep. 30, 2019 | 31,178 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | (59,698) | (9,188) | $ (59,698) | ||||
Other comprehensive income (loss), net of tax | (8,466) | $ (8,466) | |||||
Stock issued under equity incentive plans (in shares) | 153 | ||||||
Stock issued under employee stock purchase plans, value | 1,169 | ||||||
Stock issued under employee stock purchase plans (in shares) | 19 | ||||||
Purchase of common stock, value | (3,660) | ||||||
Purchase of common stock (in shares) | (54) | ||||||
Share - based compensation | 9,859 | ||||||
Cash dividends paid | (4,225) | ||||||
Balance at Mar. 31, 2020 | 281,840 | 798,201 | (148,159) | (36,078) | 9,731 | ||
Balance (in shares) at Mar. 31, 2020 | 31,296 | ||||||
Balance at Dec. 31, 2019 | 276,497 | 841,549 | (130,349) | (36,078) | 22,909 | ||
Balance (in shares) at Dec. 31, 2019 | 31,274 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | (39,123) | (13,178) | $ (39,123) | ||||
Other comprehensive income (loss), net of tax | (17,810) | $ (17,810) | |||||
Stock issued under equity incentive plans (in shares) | 23 | ||||||
Purchase of common stock, value | (39) | ||||||
Purchase of common stock (in shares) | (1) | ||||||
Share - based compensation | 5,382 | ||||||
Cash dividends paid | (4,225) | ||||||
Balance at Mar. 31, 2020 | 281,840 | 798,201 | (148,159) | (36,078) | 9,731 | ||
Balance (in shares) at Mar. 31, 2020 | 31,296 | ||||||
Balance at Sep. 30, 2020 | 295,986 | 850,472 | (149,603) | (36,078) | 27,403 | $ 988,180 | |
Balance (in shares) at Sep. 30, 2020 | 31,329 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | (49,012) | 22,494 | $ (49,012) | ||||
Other comprehensive income (loss), net of tax | 17,195 | $ 17,195 | |||||
Stock issued under equity incentive plans (in shares) | 556 | ||||||
Stock issued under employee stock purchase plans, value | 1,170 | ||||||
Stock issued under employee stock purchase plans (in shares) | 20 | ||||||
Purchase of common stock, value | (4,014) | ||||||
Purchase of common stock (in shares) | (66) | ||||||
Share - based compensation | 11,151 | ||||||
Shares repurchased for tax withholdings | (5,243) | ||||||
Shares repurchased for tax withholdings (in shares) | (86) | ||||||
Cash dividends paid | (4,270) | ||||||
Balance at Mar. 31, 2021 | 304,293 | 797,190 | (132,408) | (41,321) | 49,897 | $ 977,651 | |
Balance (in shares) at Mar. 31, 2021 | 31,753 | ||||||
Balance at Dec. 31, 2020 | 297,655 | 837,477 | (138,296) | (36,078) | 33,120 | ||
Balance (in shares) at Dec. 31, 2020 | 31,810 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | (36,017) | 16,777 | $ (36,017) | ||||
Other comprehensive income (loss), net of tax | 5,888 | $ 5,888 | |||||
Stock issued under equity incentive plans (in shares) | 9 | ||||||
Stock issued under employee stock purchase plans, value | 1,170 | ||||||
Stock issued under employee stock purchase plans (in shares) | 20 | ||||||
Purchase of common stock, value | (1,004) | ||||||
Share - based compensation | 6,472 | ||||||
Shares repurchased for tax withholdings | (5,243) | ||||||
Shares repurchased for tax withholdings (in shares) | (86) | ||||||
Cash dividends paid | (4,270) | ||||||
Balance at Mar. 31, 2021 | $ 304,293 | $ 797,190 | $ (132,408) | $ (41,321) | $ 49,897 | $ 977,651 | |
Balance (in shares) at Mar. 31, 2021 | 31,753 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | ||||
Cash dividends paid, per share of common stock | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 |
Basis for Presentation
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 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. 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 in an all-cash 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. 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 . Recent Accounting Pronouncements – Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Mar. 31, 2021 | |
Business Acquisitions | |
Business Acquisitions | Note 2 — Business Acquisitions Each of the following acquisitions have been treated as a business combination for accounting purposes. The results of operations of each acquired business have been included in our consolidated financial statements since the respective date of each acquisition. PIXIA Corp. On June 27, 2019, we paid cash of $50.0 million to purchase 20% of the outstanding shares of PIXIA Corp. (“Pixia”), a provider of high-performance advanced data indexing, warehousing, processing and dissemination software solutions for large volumes of imagery data within traditional or cloud-based architectures. On January 3, 2020, we completed the purchase of the remaining 80% of Pixia’s issued and outstanding shares of capital stock for aggregate consideration consisting of $197.8 million in net cash, resulting in our ownership of all of Pixia’s issued and outstanding shares of capital stock. The acquisition was financed primarily with proceeds from draws on our line of credit. From June 27, 2019 through January 3, 2020, we accounted for our 20% ownership of Pixia using the equity method of accounting. Upon completion of the acquisition of the remaining 80% ownership interest, we began consolidating Pixia into our financial statements. The acquisition-date fair value of consideration transferred is $245.2 million and is comprised of cumulative cash paid of $247.8 million, less a $2.0 million dividend received from Pixia and less a $0.6 million loss recognized during the period that we accounted for our 20% ownership of Pixia using the equity method of accounting. The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date (in millions): Backlog $ 42.5 Customer relationships 25.5 Developed technology 14.1 Trade name 5.7 Accounts receivable, prepaids and other assets 3.8 Deferred taxes (17.6) Other net assets acquired (liabilities assumed) (1.8) Net identifiable assets acquired 72.2 Goodwill 173.0 Net assets acquired $ 245.2 The fair values of purchased intangibles were determined using the valuation methodology deemed to be the most appropriate for each type of asset being valued. The trade name valuation used the relief from royalty method, the customer relationships and non-compete agreements valuations used the lost profits valuation method and the technology and backlog valuations used the excess earnings method. The intangible assets are being amortized using straight-line methods based on the expected period of undiscounted cash flows that will be generated by the assets, over a weighted average useful life of approximately four years from the date of acquisition. The goodwill resulting from the acquisition consists primarily of the synergies expected from combining the operations of Pixia with our existing CMPS business and strengthening our capability of developing and integrating products in our CMPS portfolio. The goodwill also includes the value of the assembled workforce that became our employees following the close of the acquisition. The amount recorded as goodwill is allocated to our CMPS segment and is not expected to be deductible for tax purposes. Delerrok Inc. In fiscal 2018 and 2019 we invested a total of $8.3 million to purchase 17.5% of the outstanding shares of common stock of Delerrok Inc. (“Delerrok”), a private technology company based in Vista, California, that specializes in electronic fare collection systems for the mid-market. On January 3, 2020, we completed the purchase of the remaining 82.5% of Delerrok’s outstanding shares of common stock The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): Technology $ 14.9 Trade name 0.9 Accounts receivable 0.9 Other net assets acquired (liabilities assumed) (0.3) Deferred tax liability (1.7) Net identifiable assets acquired 14.7 Goodwill 30.4 Net assets acquired $ 45.1 The fair values of purchased intangibles were determined using the valuation methodology deemed to be the most appropriate for each type of asset being valued. The trade name valuation used the relief from royalty method, the customer relationships valuation used the with-and-without valuation method and the technology valuations used the excess earnings method. The intangible assets are being amortized using straight-line methods based on the expected period of undiscounted cash flows that will be generated by the assets, over an average useful life of approximately ten years from the date of acquisition. The goodwill resulting from the acquisition consists primarily of the synergies expected from combining the operations of Delerrok with our existing CTS business, and strengthening our capability of developing and integrating products in our CTS portfolio. The goodwill also includes the value of the assembled workforce that became our employees following the close of the acquisition. The amount recorded as goodwill is allocated to our CTS segment and is not expected to be deductible for tax purposes. Operating Results The sales and results of operations from Delerrok and Pixia included in our operating results were as follows (in millions): Three Months Ended March 31, 2021 March 31, 2020 Delerrok Pixia Delerrok Pixia Sales $ 0.9 $ 6.2 $ 0.7 $ 1.1 Operating loss (1.1) (5.6) (1.1) (10.0) Net loss after taxes (1.1) (5.6) (1.1) (10.0) Six Months Ended March 31, 2021 March 31, 2020 Delerrok Pixia Delerrok Pixia Sales $ 1.2 $ 8.5 $ 0.7 $ 1.1 Operating loss (2.2) (13.6) (1.1) (10.0) Net loss after taxes (2.2) (13.6) (1.1) (10.0) The operating results above included the following amounts (in millions): Three Months Ended March 31, 2021 March 31, 2020 Delerrok Pixia Delerrok Pixia Amortization $ 0.4 $ 7.2 $ 0.4 $ 7.2 Acquisition-related expenses (income) (0.2) 0.1 0.7 2.0 Six Months Ended March 31, 2021 March 31, 2020 Delerrok Pixia Delerrok Pixia Amortization $ 0.9 $ 14.3 $ 0.4 $ 7.2 Acquisition-related expenses 0.2 0.6 0.7 2.0 Gain from changes in fair value of contingent consideration (0.9) — — — The estimated amortization expense related to the intangible assets recorded in connection with our acquisitions are as follows (in millions): Year Ending September 30, Delerrok Pixia 2021 $ 1.7 $ 28.7 2022 1.6 12.7 2023 1.6 7.3 2024 1.6 7.3 2025 1.6 7.3 Thereafter 6.4 3.2 Pro Forma Information The following unaudited pro forma information presents our consolidated results of operations as if Pixia and Delerrok had been included in our consolidated results since October 1, 2019 (in millions): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Net sales $ 343.4 $ 321.5 $ 662.2 $ 654.6 Net loss (36.0) (39.3) (49.0) (68.1) The pro forma information includes adjustments to give effect to events that are directly attributable to the acquisitions and have a continuing impact on our operations including the amortization of purchased intangibles. No adjustments were made for transaction expenses, other items that do not reflect ongoing operations or for operating efficiencies or synergies. The pro forma financial information is not necessarily indicative of what the consolidated financial results of our operations would have been had the acquisitions been completed on October 1, 2019, and it does not purport to project our future operating results. Goodwill Changes in goodwill for the six months ended March 31, 2021 were as follows for each of our reporting units (in thousands): Cubic Transportation Cubic Mission Systems Performance Solutions Total Net balances at October 1, 2020 $ 287,668 $ 497,214 $ 784,882 Adjustments (260) — (260) Foreign currency exchange rate changes 2,541 864 3,405 Net balances at March 31, 2021 $ 289,949 $ 498,078 $ 788,027 Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. Goodwill is not amortized but is subject to an impairment test at a reporting unit level on an annual basis and when circumstances indicate that an impairment is more-likely-than-not. Circumstances that might indicate an impairment is more-likely-than-not include a significant adverse change in the business climate for one of our reporting units or a decision to dispose of a reporting unit or a significant portion of a reporting unit. We complete our annual goodwill impairment test each year as of July 1 separately for each of our reporting units. For our fiscal 2020 impairment test we concluded there was no impairment of goodwill and in the second quarter of fiscal 2021 we concluded that no circumstances were present that required an interim impairment test. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Mar. 31, 2021 | |
Variable Interest Entities | |
Variable Interest Entities | Note 3 – Variable Interest Entities In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation We continually assess each VIE to determine if we are its primary beneficiary. We conclude that we are the primary beneficiary and consolidate the VIE if we have both (a) the power to direct the activities that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We consider the VIE design, ownership and voting structure, contractual relationships, distribution of profits and losses, risks, responsibilities, and indebtedness in determining if we are the primary beneficiary. In March 2018, Cubic and John Laing, an unaffiliated company that specializes in contracting under public-private partnerships, jointly formed Boston AFC 2.0 HoldCo. LLC (“Boston HoldCo”). Also in March 2018, Boston HoldCo’s created a wholly owned subsidiary, Boston AFC 2.0 OpCo. LLC (“Boston OpCo”), entered into a contract with the Massachusetts Bay Transit Authority (“MBTA”) for the financing, development and operation of a next-generation fare payment system in Boston, Massachusetts (the “Original MBTA Contract”). Boston HoldCo is 90% owned by John Laing and 10% owned by Cubic. Collectively, Boston HoldCo and Boston OpCo are referred to as the “P3 Venture”. Based on our assessment under ASC 810, we concluded that Boston OpCo and Boston HoldCo are VIEs and that we are the primary beneficiary of Boston OpCo. Consequently, we have consolidated the financial statements of Boston OpCo. We have concluded that we are not the primary beneficiary of Boston HoldCo, and thus we have not consolidated the financial statements of Boston HoldCo. In June 2020, MBTA and Boston OpCo executed an amended agreement (the “Amended MBTA Contract”), which modified certain provisions of the Original MBTA Contract. The Amended MBTA Contract consists of a design and build phase of approximately four years and an operate and maintain phase of approximately twelve years. The design and build phase is planned to be completed in 2024 and the initial operate and maintain phase is expected to commence in December 2021, with full service commencement spanning from 2024 through 2033. Under the Amended MBTA Contract, MBTA will make payments to Boston OpCo consisting of fixed payments of $43.5 million during the design and build phase, fixed payments of $175.8 million at the full service commencement date, fixed payments of $618.0 million during the full service operate and maintain phase, variable payments for incremental transaction-based fees and inflation indexed payments during the operate and maintain phase, and payment adjustments for any performance penalties incurred by Boston OpCo during the project. Boston OpCo subcontracted all of its contractual responsibilities regarding the design and build and the operation and maintenance of the fare system under the Amended MBTA Contract to Cubic. Under its subcontract with Boston OpCo, Cubic will receive fixed payments in the aggregate amount of $596.4 million, adjusted for incremental transaction-based fees, inflation indexed payments, less any performance penalties incurred. Upon creation of the P3 Venture and upon execution of the Amended MBTA Contract, John Laing made loans to Boston HoldCo totaling $26.2 million in the form of bridge loans that are intended to be converted to equity in the future in accordance with its equity funding responsibilities under the terms of the P3 Venture. Concurrently, Boston HoldCo made corresponding equity contributions to Boston OpCo in the same amounts which are included within equity of noncontrolling interest in the VIE in our consolidated financial statements. Also, we issued a letter of credit for $2.9 million to Boston HoldCo in accordance with our equity funding responsibilities. Boston HoldCo is able to draw on this letter of credit in certain liquidity instances, but no amounts have been drawn through March 31, 2021. In connection with the execution of the Amended MBTA Contract, Boston OpCo entered into an amended credit agreement with a group of financial institutions (the “Boston OpCo Amended Credit Agreement”), which includes two long-term debt facilities and a revolving credit facility. Under the Boston OpCo Amended Credit Agreement, the long-term debt facilities allow for draws up to an aggregate of $421.6 million during the design and build phase of the Amended MBTA Contract. The long-term debt facilities, including all interest and fees incurred, are required to be repaid on a fixed monthly schedule commencing once the design and build phase is completed in 2024. The long-term debt facilities bear interest at variable rates of LIBOR plus a margin of 1.75% to 2.0%. Boston OpCo incurred debt issuance and modification costs of $9.2 million during fiscal 2020 in connection with the Boston OpCo Amended Credit Agreement and these fees are being amortized as interest expense using the effective interest method over the term of the long-term debt facilities. Unamortized deferred financing costs are netted against long-term debt and amounted to $16.7 million and $17.2 million at March 31, 2021 and September 30, 2020, respectively . The Boston OpCo Amended Credit Agreement contains a number of covenants which require that Boston OpCo and Cubic maintain progress on the delivery of the MBTA Amended Agreement within a specified timeline and budget and provide regular reporting on such progress. The Boston OpCo Amended Credit Agreement also contains customary events of default including the delivery of a customized fare collection system to MBTA by a pre-determined date. Failure to meet such delivery date will result in Boston OpCo, and Cubic via our subcontract with Boston OpCo, to incur penalties due to the lenders thereunder. Upon execution of the Boston OpCo Amended Credit Agreement, Boston OpCo terminated its existing interest rate swaps and paid termination costs of $34.4 million to the counterparties. Additionally, in connection with the Boston OpCo Amended Credit Agreement, Boston OpCo entered into new pay-fixed/receive-variable interest rate swaps to mitigate the variable interest rate associated with its long-term debt facility. The interest rate swaps contain forward starting notional principal amounts which align with Boston OpCo’s expected draws on its long-term debt facility. Boston OpCo’s interest rate swaps were not designated as effective hedges, and as such unrealized gains (losses) are included in other income (expense), net. At March 31, 2021 and September 30, 2020, the outstanding notional principal amounts on open interest rate swaps were $233.5 million and $194.0 million, respectively. The fair value of Boston OpCo’s interest rate swaps was $12.5 million at March 31, 2021 and is recorded as an asset in other noncurrent assets in our condensed consolidated balance sheet. The fair value of the interest rate swaps was $5.9 million at September 30, 2020, and was recorded as a liability in other noncurrent liabilities in our condensed consolidated balance sheet. As a result of changes in the fair value of its interest rate swaps, Boston OpCo recognized gains of $15.1 million and $18.3 million for the three- and six- month periods ended March 31, 2021, respectively recognized losses of $15.8 million and $11.5 million for the three- and six- month periods ended March 31, 2020, respectively Boston OpCo holds a restricted cash balance which is required by the Amended MBTA Contract to allow for the delivery of future change orders directed by MBTA. The assets and liabilities of Boston OpCo that are included in our condensed consolidated balance sheets are as follows: March 31, September 30, 2021 2020 (in thousands) Cash $ 1,546 $ 1,065 Restricted cash 7,322 1,822 Other current assets 18 31 Long-term contracts financing receivable 257,185 221,245 Other noncurrent assets 12,454 — Total assets $ 278,525 $ 224,163 Trade accounts payable $ 35 $ 49 Accrued compensation and other current liabilities 109 85 Due to Cubic 17,262 27,259 Other noncurrent liabilities — 5,890 Long-term debt 208,594 163,348 Total liabilities $ 226,000 $ 196,631 Total Cubic equity 2,628 129 Noncontrolling interests 49,897 27,403 Total liabilities and owners' equity $ 278,525 $ 224,163 The assets of Boston OpCo are restricted for its use only and are not available for our general operations. Boston OpCo’s debt is non-recourse to Cubic. Our maximum exposure to loss as a result of our equity interest in the P3 Venture is limited to the $2.9 million outstanding letter of credit, which will be converted to a cash contribution upon completion of the design and build phase of the Amended MBTA Contract. Boston OpCo’s results of operations included in our Condensed Consolidated Statements of Operations are as follows (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Revenue $ 4,616 $ 1,802 $ 8,637 $ 3,047 Operating income 4,184 1,516 7,901 2,488 Other income (expense), net 15,091 (15,819) 18,343 (12,748) Interest income 1,487 1,655 2,860 3,208 Interest expense (2,122) (1,995) (4,111) (3,154) |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition | |
Revenue Recognition | Note 4 — Revenue Recognition We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers. Contract Estimates: results of operations and cash flows, and in some cases result in liabilities to complete contracts in a loss position. The aggregate impact of net changes in contract estimates are presented in the table below (amounts in thousands, except per share amounts): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Operating income (loss) $ 222 $ (5,155) $ 606 $ (11,312) Net income (loss) from continuing operations 402 (5,522) 644 (11,304) Net income (loss) from continuing operations attributable to Cubic 263 (5,522) 483 (11,304) Diluted income (loss) per share attributable to Cubic 0.01 (0.18) 0.02 (0.36) Backlog: Accounts Receivable: The components of accounts receivable are as follows (in thousands): March 31, September 30, 2021 2020 Accounts receivable Billed $ 109,604 $ 161,473 Allowance for doubtful accounts (1,450) (1,498) Net accounts receivable $ 108,154 $ 159,975 Amounts billed include $21.8 million and $82.2 million due on U.S. federal government contracts at March 31, 2021 and September 30, 2020, respectively In our normal course of business, we may sell trade receivables to financial institutions as a cash management technique. We do not retain financial or legal obligations for these receivables that would result in material losses. Our ongoing involvement is limited to the remittance of customer payments to the financial institutions with respect to the sold trade receivables; therefore, our sold trade receivables are not included in our Condensed Consolidated Balance Sheet in any period presented. As of March 31, 2021, we had no outstanding trade receivables sold to financial institutions, compared with $18.4 million as of September 30, 2020. During the six months ended March 31, 2021, we received $2.5 million related to withheld proceeds from receivables we sold as of September 30, 2020, which is included in cash provided by investing activities in our Condensed Consolidated Statements of Cash Flows . Contract Assets and Liabilities: March 31, September 30, 2021 2020 Contract assets $ 321,545 $ 268,773 Contract liabilities $ 74,779 $ 75,546 Contract assets increased $52.8 million during the six months ended March 31, 2021, due to revenue recognized in excess of billings related to the satisfaction or partial satisfaction of performance obligations. There were no significant impairment losses related to our contract assets during the six months ended March 31, 2021. Contract liabilities decreased $0.8 million during the six months ended March 31, 2021, due to payments received in excess of revenue recognized on these performance obligations. During the six months ended March 31, 2021, we recognized $35.7 million of our contract liabilities at September 30, 2020 as revenue. We expect our contract liabilities to be recognized as revenue over the next 24 months. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Mar. 31, 2021 | |
Net Income (Loss) Per Share | |
Net Income (Loss) Per Share | Note 5 — Net Income (Loss) Per Share Basic net income (loss) per share (EPS) is computed by dividing the net income (loss) attributable to Cubic for the period by the weighted average number of common shares outstanding during the period, including vested restricted stock units (RSUs). In periods with a net income from continuing operations attributable to Cubic, diluted EPS is computed by dividing the net income for the period by the weighted average number of common and common equivalent shares outstanding during the period. Common equivalent shares consist of dilutive RSUs. Dilutive RSUs are calculated based on the average share price for each fiscal period using the treasury stock method. For RSUs with performance and market-based vesting, no common equivalent shares are included in the computation of diluted EPS until the performance criteria have been met, and once the criteria are met the dilutive RSUs are calculated using the treasury stock method, modified by the multiplier that is calculated at the end of the accounting period as if the vesting date was at the end of the accounting period. In periods with a net loss from continuing operations attributable to Cubic, common equivalent shares are not included in the computation of diluted EPS, because to do so would be anti-dilutive. The weighted-average number of shares outstanding used to compute net income (loss) per common share were as follows (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Weighted average shares - basic 31,633 31,296 31,598 31,284 Effect of dilutive securities — — — — Weighted average shares - diluted 31,633 31,296 31,598 31,284 Number of anti-dilutive securities 1,236 1,246 1,174 1,099 |
Balance Sheet Details
Balance Sheet Details | 6 Months Ended |
Mar. 31, 2021 | |
Balance Sheet Details | |
Balance Sheet Details | Note 6 — Balance Sheet Details Restricted Cash Cash and cash equivalents excluded $35.9 million and $27.3 million of restricted cash at March 31, 2021 and September 30, 2020, respectively, which for purposes of our consolidated statements of cash flows, is included in cash, cash equivalents and restricted cash. Inventories Inventories consist of the following (in thousands): March 31, September 30, 2021 2020 Finished products $ 17,941 $ 14,838 Work in process and inventoried costs under long-term contracts 67,164 73,076 Materials and purchased parts 47,698 39,337 Net inventories $ 132,803 $ 127,251 At March 31, 2021, work in process and inventoried costs under long-term contracts included approximately $8.3 million in costs incurred outside the scope of work or in advance of a contract award compared to $5.3 million at September 30, 2020. We believe it is probable that we will recover the costs inventoried at March 31, 2021, plus a profit margin, under contract change orders or awards within the next year. Property, Plant and Equipment Significant components of property, plant and equipment are as follows (in thousands): March 31, September 30, 2021 2020 Land and land improvements $ 7,213 $ 7,423 Buildings and improvements 50,858 49,716 Machinery and other equipment 153,418 132,962 Software 126,446 121,890 Leasehold improvements 23,260 22,295 Construction and internal-use software development in progress 16,146 21,409 Accumulated depreciation and amortization (208,558) (189,394) $ 168,783 $ 166,301 Deferred Compensation Plan We have a non-qualified deferred compensation plan offered to a select group of highly compensated employees. The plan provides participants with the opportunity to defer a portion of their compensation in a given plan year. The liabilities associated with the non-qualified deferred compensation plan are included in other noncurrent liabilities in our Condensed Consolidated Balance Sheets and totaled $8.2 million at March 31, 2021 and $9.6 million at September 30, 2020. In the past we have made contributions to a rabbi trust to provide a source of funds for satisfying a portion of these deferred compensation liabilities. The total carrying value of the assets set aside to fund deferred compensation liabilities totaled $7.4 million at March 31, 2021 and $6.8 million at September 30, 2020 and were comprised entirely of life insurance contracts. The carrying value of the life insurance contracts is based on the cash surrender value of the policies. Changes in the carrying value of the deferred compensation liability, and changes in the carrying value of the assets held in the rabbi trust are reflected in our Condensed Consolidated Statements of Operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Mar. 31, 2021 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 7 — Fair Value of Financial Instruments 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 - Quoted prices for identical instruments in active markets. ● Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level 3 - Significant inputs to the valuation model are unobservable. The following table presents assets and liabilities measured and recorded at fair value on our Condensed Consolidated Balance Sheets on a recurring basis (in thousands): March 31, 2021 September 30, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Current derivative assets $ — $ 2,177 $ — $ 2,177 $ — $ 1,398 $ — $ 1,398 Noncurrent derivative assets — 229 — 229 — 222 — 222 Total assets measured at fair value $ — $ 2,406 $ — $ 2,406 $ — $ 1,620 $ — $ 1,620 Liabilities Current derivative liabilities — 6,350 — 6,350 — 4,557 — 4,557 Noncurrent derivative liabilities — 4,537 — 4,537 — 14,070 — 14,070 Contingent consideration to seller of H4 Global — — — — — — 1,148 1,148 Contingent consideration to seller of Deltenna — — 3,205 3,205 — — 3,004 3,004 Contingent consideration to seller of Shield — — 6,811 6,811 — — 5,566 5,566 Contingent consideration to seller of Delerrok — — — — — — 900 900 Total liabilities measured at fair value $ — $ 10,887 $ 10,016 $ 20,903 $ — $ 18,627 $ 10,618 $ 29,245 Derivative financial instruments are measured at fair value, the material portions of which are based on active or inactive markets for identical or similar instruments or model-derived valuations whose inputs are observable. Where model-derived valuations are appropriate, we use the applicable credit spread as the discount rate. Credit risk related to derivative financial instruments is considered minimal and is managed by requiring high credit standards for counterparties and through periodic settlements of positions. The fair value of contingent consideration liabilities to the sellers of businesses that we have acquired are revalued to their fair value each period and any increase or decrease is recorded into selling, general and administrative expense. Any changes in the assumed timing and amount of the probability of payment scenarios could impact the fair value. At March 31, 2021, we have the following remaining contingent consideration arrangements with the sellers of companies which we acquired: H4 Global: Deltenna specified in the related agreement, and the spot price is calibrated to the revenue forecast by calculating the present value of the corresponding projected revenues using a risk-adjusted discount rate. The volatility for the underlying revenue metrics was based upon an analysis of comparable public companies and was 52% as of March 31, 2021 and September 30, 2020. The selected discount rate was 10.5% as of March 31, 2021 and September 30, 2020. Shield Nuvotronics -month period ending December 31, 2021. The fair value of the contingent consideration was estimated based on Monte Carlo simulations, which uses a probability distribution of values based on one million simulation trials. As of March 31, 2021, the fair value of the Nuvotronics contingent consideration was determined to be zero as its forecasted gross profit amounts were below the payout thresholds. Delerrok The inputs to each of the contingent consideration fair value models include significant unobservable inputs and therefore represent Level 3 measurements within the fair value hierarchy. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition dates and each subsequent period. Accordingly, changes in the assumptions described above can materially impact the amount of contingent consideration expense we record in any period. As of March 31, 2021, the following table summarizes the change in fair value of our Level 3 contingent consideration liabilities (in thousands): H4 Global Deltenna Shield Nuvotronics Delerrok Total Balance as of September 30, 2020 $ 1,148 $ 3,004 $ 5,566 $ — $ 900 $ 10,618 Cash paid to seller (1,286) — — — — (1,286) Total remeasurement (gain) loss recognized in earnings 138 201 1,245 — (900) 684 Balance as of March 31, 2021 $ — $ 3,205 $ 6,811 $ — $ — $ 10,016 We carry certain financial instruments, including accounts receivable, short-term borrowings, accounts payable and accrued liabilities at cost, which we believe approximates fair value because of the short-term maturity of these instruments. The fair value of our variable rate long-term debt approximates its carrying value at March 31, 2021. In fiscal 2019, 2020 and 2021, we invested $5.0 million, $1.2 million, and $1.4 million respectively, in Franklin Blackhorse, L.P., a limited partnership investment fund that invests in early stage, privately owned companies in the military, commercial and disruptive technology sectors. We account for our investment using the equity method of accounting. Our share of the fund’s operating income was not material for the three or six months ended March 31, 2021 or March 31, 2020. Our investment balance is included within other assets in our Condensed Consolidated Statements of Operations and amounted to $7.3 million and $5.6 million as of March 31, 2021 and September 30, 2020, respectively. We did not have any significant non-financial assets or liabilities measured at fair value on a non-recurring basis in the second quarter of fiscal 2021 or fiscal 2020 other than assets and liabilities acquired in business acquisitions described in Note 2 and the RSUs that contain performance and market-based vesting criteria described in Note 11. |
Financing Arrangements
Financing Arrangements | 6 Months Ended |
Mar. 31, 2021 | |
Financing Arrangements | |
Financing Arrangements | Note 8 — Financing Arrangements On March 27, 2020, we executed a Fifth Amended and Restated Credit Agreement (the “Credit Facility”) with a group of financial institutions. The Credit Facility provided for a new term loan in the aggregate amount of $450.0 million (the “Term Loan”) and increased our existing revolving line of credit limit (the “Revolving Line of Credit”) from $800.0 million to $850.0 million. The commitments under the Credit Facility will mature on March 27, 2025 and bear interest generally at the LIBOR rate plus a margin that ranges between 1.00% and 2.00%. At March 31, 2021, the weighted average interest rate on outstanding borrowings under the Credit Facility was 1.92%. The Credit Facility is unsecured, but it is guaranteed by certain significant domestic subsidiaries of Cubic. On April 1, 2020, we entered into interest rate swaps with a group of financial institutions to mitigate the variable interest rate risk associated with the Credit Facility. The interest rate swaps contain forward starting notional principal amounts which align with our fixed repayment schedules under the Credit Facility and as of March 31, 2021 have an interest rate of approximately 2.49% and outstanding notional principal amounts of $500.0 million. See Note 7 for a description of the measurement of fair value of our derivative financial instruments. Debt issuance and modification costs of $3.4 million were incurred in connection with the execution of the Credit Facility and are classified as a reduction to the related liability on our Condensed Consolidated Balance Sheets and are being amortized as interest expense using the effective interest method over the stated term of the Credit Facility. At March 31, 2021, our total debt issuance costs for our Term Loan and Revolving Line of Credit had an unamortized balance of $4.9 million. The available credit under our Revolving Line of Credit is reduced by any letters of credit issued under the Credit Facility. As of March 31, 2021, there were $438.8 million of borrowings under the Term Loan and $279.0 million of borrowings under the Revolving Line of Credit. Letters of credit outstanding under the Credit Facility totaled $94.5 million at March 31, 2021, which reduced our available line of credit to $476.5 million. The $94.5 million of letters of credit includes both financial letters of credit and performance guarantees. As of March 31, 2021, we had letters of credit and bank guarantees outstanding totaling $101.1 million, which includes the $94.5 million of letters of credit issued under the Revolving Line of Credit and $6.6 million of letters of credit issued under other facilities. The $101.1 million of letters of credit and bank guarantees includes $97.4 million that guarantees either our performance or customer advances under certain contracts and $3.7 million of financial letters of credit that primarily guarantees our payment of certain self-insured liabilities. We have never had a drawing on a letter of credit instrument, nor are any anticipated; therefore, we estimate the fair value of these instruments to be zero. We also use surety bonds as an alternative to letters of credit. We have entered into a short-term borrowing arrangement in the United Kingdom for up to £15.0 million British Pounds (equivalent to approximately $20.7 million at March 31, 2021) to help meet the short-term working capital requirements of our subsidiary located in the United Kingdom. At March 31, 2021, no amounts were outstanding under this borrowing arrangement. We maintain a cash account with a bank in the United Kingdom for which the funds are restricted as to use. The account is required to secure the customer’s interest in cash deposited in the account to fund our activities related to our performance under a fare collection services contract in the United Kingdom. The balance in the account as of March 31, 2021 was $28.6 million and is classified as restricted cash in our Condensed Consolidated Balance Sheets. The terms of the Credit Facility contain financial covenants setting a maximum total ratio of debt to adjusted earnings before interest, taxes, depreciation and amortization and a minimum interest coverage ratio. In addition, the terms contain covenants that restrict, among other things, our ability to sell assets, incur indebtedness, make investments, grant liens, pay dividends and make other restricted payments. As of March 31, 2021, we were in compliance with all covenants under the Credit Facility. We maintain self-insurance arrangements related to certain workers’ compensation plans, automobile liability and product liability claims. Under these arrangements, we self-insure only up to the amount of a specified deductible for each claim. Additionally, effective January 1, 2021, we provide healthcare benefits to our U.S. employees through a self-insured plan. We have purchased stop-loss insurance to cover U.S. employee healthcare claims over certain thresholds. Our estimated reserves are based on historical experience and trends related to both insurance claims and payments. The ultimate cost of healthcare benefits will depend on actual costs incurred to settle the claims and may differ from the amounts reserved by the Company for those claims. We record all self-insurance liabilities in accrued compensation and current liabilities in our Condensed Consolidated Balance Sheets, which amounted to $7.4 million and $5.1 million at March 31, 2021 and September 30, 2020, respectively. |
Leases
Leases | 6 Months Ended |
Mar. 31, 2021 | |
Leases | |
Leases | Note 9 — Leases Our primary involvement with leases is as a lessee where we lease properties to support our business. A majority of our leases are operating leases of office space. For these leases, we have elected to account for the lease and non-lease components together as a single lease component. Our operating and financing leases expire at various dates through 2032 and 2026, respectively, without taking into consideration available renewal options, and many such leases require variable lease payments by us for property taxes, insurance premiums, common area maintenance and other costs. Certain of these leases also have extension or termination options, and we assess the likelihood of exercising such options. If it is reasonably certain that we will exercise the options, we include the impact in the measurement of our right-of-use assets and lease liabilities. Our right-of-use assets for operating leases are included in operating lease right-of-use-assets and our right-of-use assets for financing leases are included in financing lease right-of-use-assets, net, on our Condensed Consolidated Balance Sheets. Our lease liabilities for operating and financing leases are included in other current liabilities for the current portion and separately in operating and financing lease liabilities for the long-term portion. We use our incremental borrowing rate in determining the present value of lease payments. Our operating lease expense is included in cost of sales and selling, general and administrative expenses in our consolidated statements of operations. Total operating lease expense consists of operating lease cost, which is recognized on a straight-line basis over the lease term, and variable lease cost, which is recognized based on actual amounts incurred. Our finance lease expense consists of amortization of the right-of-use asset and interest expense. Amortization expense is recognized on a straight-line basis over the lease term and is included in cost of sales and selling, general and administrative expenses in our consolidated statement of operations. Interest expense is calculated using the effective interest method and is included in interest expense in our consolidated statement of operations. We also sublease certain immaterial properties and sublease income is included as a reduction of rental expense. The following tables present our operating and finance leases, related lease expenses and other information (dollars in millions): Operating Lease Portfolio March 31, September 30, 2021 2020 Right-of-use assets $ 83.1 $ 87.2 Short-term lease liability 15.6 16.8 Long-term lease liability 77.0 80.6 Weighted average remaining lease term 7.2 years 7.6 years Weighted average discount rate 3.0% 3.0% Finance Lease Portfolio March 31, September 30, 2021 2020 Right-of-use assets $ 12.8 $ 0.5 Short-term lease liability 2.9 0.2 Long-term lease liability 10.0 0.4 Weighted average remaining lease term 4.6 years 2.4 years Weighted average discount rate 1.8% 1.7% Lease Expense Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Lease Expense Operating lease expense $ 4.9 $ 4.8 $ 9.8 $ 9.4 Finance lease expense Amortization of right-of-use asset 0.7 — 0.8 — Interest on lease liabilities 0.1 — 0.1 — Short-term lease expense 0.1 0.1 0.1 0.1 Variable lease expense 0.5 0.7 1.4 1.8 Total lease expense $ 6.3 $ 5.6 $ 12.2 $ 11.3 Other Information Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Cash paid related to lease liabilities Finance lease - cash paid for interest $ — $ — $ — $ — Operating lease - cash paid for fixed payments 5.1 4.6 9.9 9.1 Finance lease - cash paid for finance lease liabilities 0.7 — 0.7 — Right-of-use assets obtained in exchange for new finance lease liabilities 0.4 — 13.0 — Right-of-use assets obtained in exchange for new operating lease liabilities 2.8 8.4 3.0 18.0 Maturities of Lease Liabilities Our future lease commitments from our operating and finance leases on an undiscounted basis, reconciled to the lease liability at March 31, 2021 were as follows (in millions): Financing Operating 2021 $ 1.5 $ 8.3 2022 3.0 16.9 2023 2.8 14.9 2024 2.7 13.9 2025 2.7 11.5 Thereafter 0.7 37.9 Total lease payments 13.4 103.4 Less: imputed interest (0.5) (10.8) Present value of lease liabilities $ 12.9 $ 92.6 In fiscal 2019, we entered into agreements related to the construction and leasing of two buildings on our existing corporate campus in San Diego, California. Under these agreements, a financial institution owns the buildings and we acted as the construction agent. We began leasing the real property for a term of five years upon the completion of the buildings in December 2020, which is reflected in our finance lease right-of-use assets and finance lease liabilities presented above. The terms of these agreements include provisions that require or limit, among other financial ratios and measurements, the permitted levels of debt, coverage of cash interest expense, and under certain circumstances, payments of dividends or other distributions to shareholders. As of March 31, 2021, we were in compliance with all covenants included in these agreements. |
Pension Plans
Pension Plans | 6 Months Ended |
Mar. 31, 2021 | |
Pension Plans | |
Pension Plans | Note 10 — Pension Plans The components of net periodic pension cost (benefit) are as follows (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Service cost $ 162 $ 164 $ 320 $ 329 Interest cost 1,346 1,507 2,679 3,038 Expected return on plan assets (2,686) (2,946) (5,335) (5,892) Amortization of actuarial loss 1,165 968 2,305 1,969 Administrative expenses 89 83 178 169 Net pension cost (benefit) $ 76 $ (224) $ 147 $ (387) |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 11 - Shareholders’ Equity Long-Term Equity Incentive Plan Under our long-term equity incentive plan, we have provided participants with three general categories of grant awards: (a) RSUs with time-based vesting, (b) RSUs with performance-based vesting, and (c) RSUs with performance and market-based vesting. Each RSU with time-based vesting or performance-based vesting represents a contingent right to receive one share of our common stock. Each RSU with performance and market-based vesting represents a contingent right to receive up to 1.25 shares of our common stock. Dividend equivalent rights accrue with respect to the RSUs as dividends are paid on shares of our common stock and vest proportionately with the RSUs to which they relate. Participants receive the full benefit of the underlying common stock upon vesting. Time-based RSUs granted prior to fiscal 2020 generally vest in four equal installments on each of the four October 1 dates following the grant date, subject to the recipient’s continued service with the Company through such vesting date. Time-based RSUs granted in fiscal 2020 and 2021 generally vest in three equal installments on each of the three October 1 dates following the grant date, subject to the recipient’s continued service with the Company through such vesting date. The performance-based RSUs granted to participants vest over three-year performance periods based on our achievement of certain revenue growth targets, earnings growth targets and return on equity targets established by the Compensation Committee of our Board of Directors (the “Compensation Committee”) over the performance periods, subject to the recipient’s continued service with the Company through the end of the respective performance periods. The level at which we perform against scalable targets over the performance periods will determine the percentage of the RSUs that will ultimately vest. The performance- and market-based RSUs granted to participants vest over three-year performance periods based on our achievement of revenue growth targets and earnings growth targets subject to the recipient’s continued service with the Company through the end of the respective performance periods. For these RSUs, the relative total stock return (“TSR”) for shares of our common stock as compared to the Russell 2000 Index (the “Index”) over the performance period will result in a multiplier for the number of RSUs that will vest. If the TSR performance exceeds the performance of the Index based on a scale established by the Compensation Committee, the multiplier will result in up to an additional 25% of RSUs vesting at the end of the performance period. If the TSR performance is below the performance of the Index based on a scale established by the Compensation Committee, the multiplier would result in a reduction of up to 25% of these RSUs vesting at the end of the performance period. For the performance- and market-based RSUs granted in fiscal 2020 and 2021, if our absolute TSR is negative for the three-year performance period, the TSR multiplier shall not exceed 100%, regardless of the performance relative to the Index. Participants who are 60 years of age, and have achieved 10 years of continuous service, are eligible for accelerated vesting of their RSUs. Participants who have reached the retirement age criteria must generally provide us with a one-year notice of retirement. For participants who have reached the retirement age criteria, expense is recognized over the adjusted service period. The grant date fair value of each RSU with time-based vesting or performance-based vesting is the fair market value of one share of our common stock at the grant date. The grant date fair value of each RSU with performance and market-based vesting was calculated using a Monte Carlo simulation valuation method. Under this method, the prices of the Index and shares of our common stock were simulated through the end of the performance period. The correlation matrix between shares of our common stock and the Index as well as the corresponding return volatilities were developed based upon an analysis of historical data. The following tables include the assumptions used for the valuation of the RSUs with performance and market-based vesting that were granted during fiscal 2019, 2020 and 2021: RSUs granted during fiscal 2021 Valuation Date November 17, 2020 Grant date fair value per RSU $57.71 Performance period begins October 1, 2020 Performance period ends September 30, 2023 Risk-free interest rate 0.2% Expected volatility 50% RSUs granted during fiscal 2020 Valuation Date September 17, 2020 Grant date fair value per RSU $41.13 Performance period begins October 1, 2019 Performance period ends September 30, 2022 Risk-free interest rate 0.1% Expected volatility 52% At March 31, 2021, the total number of unvested RSUs that are ultimately expected to vest, after consideration of expected forfeitures and estimated vesting of performance-based RSUs, is 376,592 RSUs with time-based vesting, and 395,980 RSUs with performance- and market-based vesting. The following table summarizes our RSU activity: Unvested RSUs with Time-Based Vesting Weighted Average Number of Shares Grant-Date Fair Value per Share Unvested at September 30, 2020 554,423 $ 58.54 Granted 249,960 61.09 Vested (230,975) 58.34 Forfeited (116,969) 59.17 Unvested at March 31, 2021 456,439 $ 59.88 Unvested RSUs with Performance-Based Vesting Weighted Average Number of Shares Grant-Date Fair Value per Share Unvested at September 30, 2020 137,770 $ 61.40 Granted — — Vested (110,247) 61.40 Forfeited (27,523) 61.40 Unvested at March 31, 2021 — $ — Unvested RSUs with Performance- and Market-Based Vesting Weighted Average Number of Shares Grant-Date Fair Value per Share Unvested at September 30, 2020 471,496 $ 51.56 Granted 277,250 57.71 Vested — — Forfeited (20,542) 55.09 Unvested at March 31, 2021 728,204 $ 53.80 We recorded non-cash compensation expense related to stock-based awards as follows (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Cost of sales $ 771 $ 743 $ 1,372 $ 1,282 Selling, general and administrative 5,701 4,639 9,779 8,577 $ 6,472 $ 5,382 $ 11,151 $ 9,859 As of March 31, 2021, there was $46.1 million of unrecognized compensation expense related to unvested RSUs. Based upon the expected forfeitures and the expected vesting of performance-based RSUs, the aggregate fair value of RSUs expected to ultimately vest is $45.8 million, which is expected to be recognized over a weighted average period of 1.4 years. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods on a cumulative basis in the period the estimated forfeiture rate changes for all stock-based awards when significant events occur. We consider our historical experience with employee turnover as the basis to arrive at our estimated forfeiture rate. The forfeiture rate was estimated to be 12.5% per year in each of fiscal 2020 and fiscal 2021. To the extent the actual forfeiture rate is different from what we have estimated, compensation expense related to these awards will be different from our expectations. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 12 – Income Taxes The quarterly forecast of our annual effective tax rate is impacted by numerous factors including income fluctuations by tax jurisdiction throughout the year, the level of intercompany transactions, applicability of new tax regimes and the impact of acquisitions. For the three- and six-month periods ended March 31, 2021, we concluded it is more appropriate to determine income tax expense for the period using a blend of the discrete effective tax rate method for U.S. operations and the estimated annual effective tax rate method for foreign operations. The income tax expense recognized on the pre-tax loss from continuing operations for the three and six months ended March 31, 2021 resulted in tax expense of $3.4 million and $6.9 million, or negative 22% and negative 35% effective tax rates, respectively, as compared to a tax benefit of $19.8 million and $13.5 million, or 27% and 17% effective tax rates, for the three and six months ended March 31, 2020. The variability in tax expense and effective tax rates relates to the difference in jurisdictional mix of earnings and discrete impacts related to current year changes to the existing U.S. deferred tax valuation allowance. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities | |
Derivative Instruments and Hedging Activities | Note 13 — Derivative Instruments and Hedging Activities In order to manage our exposure to fluctuations in interest and foreign currency exchange rates, we utilize derivative financial instruments such as forward starting swaps and foreign currency forwards for periods typically up to five years. We do not use any derivative financial instruments for trading or other speculative purposes. The following table shows the notional principal amounts of our outstanding derivative instruments as of March 31, 2021 and September 30, 2020 (in thousands): Notional Principal March 31, 2021 September 30, 2020 Instruments receiving hedge accounting treatment: Foreign currency forwards $ 128,920 $ 92,931 Interest rate swaps 595,000 595,000 Instruments not receiving hedge accounting treatment: Foreign currency forwards $ 4,538 $ 4,298 Included in the amounts not receiving hedge accounting treatment at March 31, 2021 and September 30, 2020 were foreign currency forwards with notional principal amounts of $3.5 million and $4.3 million, respectively, that have been designed to manage exposure to foreign currency exchange risks, and for which the gains or losses of the changes in fair value of the forwards have approximately offset an equal and opposite amount of gains or losses related to the foreign currency exposure. These foreign currency forward contracts resulted in unrealized losses of $0.2 million and $2.6 million for the three months ended March 31, 2021 and 2020 , respectively, and resulted in unrealized gains of $0.6 million and unrealized losses of $1.8 million for the six months ended March 31, 2021 and 2020, respectively We hold pay-fixed/receive-variable interest rate swaps with a group of financial institutions to mitigate variable interest rate risk associated with the lease obligations for our two new buildings located on our existing corporate campus. At March 31, 2021 and September 30, 2020, the outstanding notional principal amounts on these interest rate swaps were $95.0 million which align with our expected lease payments. These interest rate swaps were designated as effective cash flow hedges and as such, unrealized gains (losses) are included in accumulated other comprehensive income (loss). As a result of changes in the fair value of the interest rate swaps, unrealized gains were $2.6 million and unrealized losses were $5.0 million for the three months ended March 31, 2021, and 2020, respectively , and resulted in unrealized gains of $2.7 million and unrealized losses of $3.6 million for the six months ended March 31, 2021 and 2020, respectively In April 2020, we entered into interest rate swaps with a group of financial institutions to mitigate variable interest rate risk associated with the Credit Facility. At March 31, 2021 and September 30, 2020, the interest rate swaps contain outstanding notional principal amounts of $500.0 million and were designated as effective cash flow hedges, and as such, unrealized gains (losses) are included in accumulated other comprehensive income (loss). Unrealized gains as a result of changes in the fair value of the interest rate swaps were $7.3 million and $8.3 million for the three and six months ended March 31, 2021, respectively. The notional principal amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of our exposure to credit or market loss. Credit risk represents our gross exposure to potential accounting loss on derivative instruments that are outstanding or unsettled if all counterparties failed to perform according to the terms of the contract, based on then-current interest or currency exchange rates at each respective date. Our exposure to credit loss and market risk will vary over time as a function of interest and currency exchange rates. The amount of credit risk from derivative instruments and hedging activities was not material as of March 31, 2021 and September 30, 2020. Although the table above reflects the notional principal amounts of our foreign exchange instruments, it does not reflect the gains or losses associated with the exposures and transactions that the foreign exchange instruments are intended to hedge. The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments. We generally enter into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. We present our derivative assets and derivative liabilities at their gross fair values. We did not have any derivative instruments with credit risk-related contingent features that would require us to post collateral as of March 31, 2021 or September 30, 2020. The table below presents the fair value of our derivative financial instruments that qualify for hedge accounting as well as their classification in the condensed consolidated balance sheets (in thousands): Fair Value Balance Sheet Location March 31, 2021 September 30, 2020 Asset derivatives: Foreign currency forwards Other current assets $ 2,177 $ 1,398 Foreign currency forwards Other assets 229 222 Total $ 2,406 $ 1,620 Liability derivatives: Foreign currency forwards Accrued compensation and current liabilities $ 6,350 $ 4,557 Foreign currency forwards Other noncurrent liabilities 1,344 866 Interest rate swaps Other noncurrent liabilities 3,193 13,204 Total $ 10,887 $ 18,627 The tables below present gains and losses recognized in other comprehensive income (loss) related to derivative financial instruments designated as cash flow hedges, as well as the amount of gains and losses reclassified into earnings (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Gains (losses) Gains (losses) Gains (losses) recognized in reclassified into Gains (losses) reclassified into Derivative Type OCI earnings recognized in OCI earnings Foreign currency forwards $ 434 $ 295 $ 1,438 $ 1,306 Interest rate swaps 9,878 — — — $ 10,312 $ 295 $ 1,438 $ 1,306 Six Months Ended March 31, 2021 March 31, 2020 Gains (losses) Gains (losses) Gains (losses) recognized in reclassified into Gains (losses) reclassified into Derivative Type OCI earnings recognized in OCI earnings Foreign currency forwards $ (665) $ 550 $ (177) $ 1,273 Interest rate swaps 11,036 — — — Total $ 10,371 $ 550 $ (177) $ 1,273 Foreign currency forwards designated as accounting hedges had realized losses of $0.2 million and unrealized gains of $2.7 million for the three-months ended March 31, 2021 and 2020, respectively. The amounts of realized gains were immaterial for the six-months ended March 31, 2021 and were $2.8 million for the six-months ended March 31, 2020. The amount of unrealized gains and losses from derivative instruments and hedging activities classified as not highly effective did not have a material impact on the results of operations for the three- and six-month periods ended March 31, 2021 or 2020. The amount of estimated unrealized net gains from cash flow hedges which are expected to be reclassified to earnings in the next twelve months is $3.0 million, net of income taxes. |
Segment Information
Segment Information | 6 Months Ended |
Mar. 31, 2021 | |
Segment Information | |
Segment Information | Note 14 — Segment Information We define our operating segments and reportable segments based on the way our Chief Executive Officer, who we have concluded is our chief operating decision maker, manages our operations for purposes of allocating resources and assessing performance and we continually reassess our operating segment and reportable segment designation based upon these criteria. In August 2020, we implemented a plan to realign and combine our legacy CMS and CGD segments into our new CMPS segment. At September 30, 2020, we concluded that CMS and CGD remained separate operating segments based upon factors including the nature of information presented to our chief executive officer and Board of Directors and the consequential level at which certain resource allocations and performance assessments were made . In the first quarter of fiscal 2021, we began providing financial information to our chief executive officer and Board of Directors at the CMPS level, which allowed resource allocation decisions and performance assessments to be made at that level. As such, we concluded that CMPS became an operating segment beginning on October 1, 2020. Applicable prior period amounts have been adjusted retrospectively to reflect the reportable segment change. We evaluate performance and allocate resources based on total segment operating income or loss. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 1. Intersegment sales and transfers are immaterial and are eliminated in consolidation. Our reportable segments are business units that offer different products and services. Operating results for each segment are reported separately to senior corporate management to make decisions as to the allocation of corporate resources and to assess performance. Business segment financial data is as follows (in millions): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Sales: Cubic Transportation Systems $ 217.4 $ 197.6 $ 414.5 $ 386.2 Cubic Mission and Performance Solutions 126.0 123.9 247.7 264.1 Total sales $ 343.4 $ 321.5 $ 662.2 $ 650.3 Operating income (loss): Cubic Transportation Systems $ 33.0 $ 12.6 $ 64.7 $ 26.9 Cubic Mission and Performance Solutions (22.3) (25.7) (38.8) (34.3) Unallocated corporate expenses (36.3) (16.8) (50.2) (29.0) Total operating loss $ (25.6) $ (29.9) $ (24.3) $ (36.4) Depreciation and amortization: Cubic Transportation Systems $ 7.5 $ 7.4 $ 15.0 $ 14.5 Cubic Mission and Performance Solutions 15.2 15.1 30.3 24.3 Corporate 2.3 0.9 4.4 1.6 Total depreciation and amortization $ 25.0 $ 23.4 $ 49.7 $ 40.4 Disaggregation of Total Net Sales: Sales by Geographic Region : Three months ended March 31, 2021 Six months ended March 31, 2021 CTS CMPS Total CTS CMPS Total United States $ 123.6 $ 83.8 $ 207.4 $ 235.5 $ 164.1 $ 399.6 United Kingdom 54.3 7.6 61.9 102.2 15.6 117.8 Australia 32.3 9.5 41.8 61.4 19.1 80.5 Far East/Middle East 0.5 16.3 16.8 1.5 32.1 33.6 Other 6.7 8.8 15.5 13.9 16.8 30.7 Total sales $ 217.4 $ 126.0 $ 343.4 $ 414.5 $ 247.7 $ 662.2 Three months ended March 31, 2020 Six months ended March 31, 2020 CTS CMPS Total CTS CMPS Total United States $ 111.0 $ 61.4 $ 172.4 $ 207.7 $ 140.4 $ 348.1 United Kingdom 49.9 5.1 55.0 97.5 9.6 107.1 Australia 30.1 7.2 37.3 66.5 15.0 81.5 Far East/Middle East 0.6 35.4 36.0 1.9 72.1 74.0 Other 6.0 14.8 20.8 12.6 27.0 39.6 Total sales $ 197.6 $ 123.9 $ 321.5 $ 386.2 $ 264.1 $ 650.3 Sales by End Customer: Three months ended March 31, 2021 Six months ended March 31, 2021 CTS CMPS Total CTS CMPS Total U.S. Federal Government and State and Local Municipalities $ 115.4 $ 82.5 $ 197.9 $ 223.0 $ 161.8 $ 384.8 Other 102.0 43.5 145.5 191.5 85.9 277.4 Total sales $ 217.4 $ 126.0 $ 343.4 $ 414.5 $ 247.7 $ 662.2 Three months ended March 31, 2020 Six months ended March 31, 2020 CTS CMPS Total CTS CMPS Total U.S. Federal Government and State and Local Municipalities $ 104.0 $ 61.2 $ 165.2 $ 197.5 $ 143.2 $ 340.7 Other 93.6 62.7 156.3 188.7 120.9 309.6 Total sales $ 197.6 $ 123.9 $ 321.5 $ 386.2 $ 264.1 $ 650.3 Sales by Contract Type: On a fixed-price type contract, we agree to perform the contractual statement of work for a predetermined sales price. Certain of our fixed-price contracts include compensation for bonuses, transactional variable based fees or other similar provisions. On a cost-plus type contract, we are paid our allowable incurred costs plus a profit which can be fixed or variable depending on the applicable contract’s fee arrangement up to funding levels that are predetermined by the customer. On a time-and-material type contract, we are paid on the basis of direct labor hours expended at specified fixed-price hourly rates (that include wages, overhead, allowable general and administrative expenses and profit) and materials at cost. The table below presents total net sales disaggregated by contract type (in millions): Three months ended March 31, 2021 Six months ended March 31, 2021 CTS CMPS Total CTS CMPS Total Fixed Price $ 214.6 $ 107.2 $ 321.8 $ 409.0 $ 209.0 $ 618.0 Other 2.8 18.8 21.6 5.5 38.7 44.2 Total sales $ 217.4 $ 126.0 $ 343.4 $ 414.5 $ 247.7 $ 662.2 Three months ended March 31, 2020 Six months ended March 31, 2020 CTS CMPS Total CTS CMPS Total Fixed Price $ 194.8 $ 107.3 $ 302.1 $ 379.3 $ 232.1 $ 611.4 Other 2.8 16.6 19.4 6.9 32.0 38.9 Total sales $ 197.6 $ 123.9 $ 321.5 $ 386.2 $ 264.1 $ 650.3 Sales by Deliverable Type: Three months ended March 31, 2021 Six months ended March 31, 2021 CTS CMPS Total CTS CMPS Total Product $ 113.1 $ 87.3 $ 200.4 $ 213.2 $ 168.7 $ 381.9 Service 104.3 38.7 143.0 201.3 79.0 280.3 Total sales $ 217.4 $ 126.0 $ 343.4 $ 414.5 $ 247.7 $ 662.2 Three months ended March 31, 2020 Six months ended March 31, 2020 CTS CMPS Total CTS CMPS Total Product $ 99.7 $ 87.8 $ 187.5 $ 193.1 $ 195.0 $ 388.1 Service 97.9 36.1 134.0 193.1 69.1 262.2 Total sales $ 197.6 $ 123.9 $ 321.5 $ 386.2 $ 264.1 $ 650.3 Revenue Recognition Method: Sales recognized at a point in time are typically for standard goods with a short production cycle and are recognized when the customer obtains control, which is generally upon delivery and acceptance. Sales for services and for products with a long production cycle, which often include significant customization and development, are recognized over time. Three months ended March 31, 2021 Six months ended March 31, 2021 CTS CMPS Total CTS CMPS Total Point in Time $ 20.8 $ 20.9 $ 41.7 $ 39.6 $ 45.9 $ 85.5 Over Time 196.6 105.1 301.7 374.9 201.8 576.7 Total sales $ 217.4 $ 126.0 $ 343.4 $ 414.5 $ 247.7 $ 662.2 Three months ended March 31, 2020 Six months ended March 31, 2020 CTS CMPS Total CTS CMPS Total Point in Time $ 28.1 $ 15.0 $ 43.1 $ 45.8 $ 54.4 $ 100.2 Over Time 169.5 108.9 278.4 340.4 209.7 550.1 Total sales $ 197.6 $ 123.9 $ 321.5 $ 386.2 $ 264.1 $ 650.3 |
Restructuring Costs
Restructuring Costs | 6 Months Ended |
Mar. 31, 2021 | |
Restructuring Costs | |
Restructuring Costs | Note 15 — Restructuring Costs In the fourth quarter of fiscal 2020, we announced our NextCUBIC In the first quarter of fiscal 2021, CMPS also incurred costs related to modifying its go-to market and legal structure in the Middle East. The total cost of these efforts is not expected to be significantly greater than those incurred through December 31, 2020. Restructuring charges incurred by our business segments were as follows (in millions): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Restructuring costs: Cubic Transportation Systems $ 1.6 0.1 $ 1.8 $ 0.5 Cubic Mission and Performance Solutions 0.8 0.5 3.9 0.6 Unallocated corporate expenses 5.4 3.2 6.2 4.3 Total restructuring costs $ 7.8 $ 3.8 $ 11.9 $ 5.4 The following table presents a rollforward of our restructuring liability as of March 31, 2021, which is included within accrued compensation and other current liabilities within our condensed consolidated balance sheet (in millions): Restructuring Liability Restructuring Liability Employee Separation and Other Consulting Costs Balance as of October 1, 2020 $ 5.2 $ 0.8 Accrued costs 6.9 5.0 Cash payments (8.3) (2.5) Balance as of March 31, 2021 $ 3.8 $ 3.3 Certain restructuring costs are based upon estimates. Actual amounts paid may ultimately differ from these estimates. If additional costs are incurred or recognized amounts exceed costs, such changes in estimates will be recognized when incurred. |
Legal Matters
Legal Matters | 6 Months Ended |
Mar. 31, 2021 | |
Legal Matters | |
Legal Matters | Note 16 — Legal Matters We consider all current legal matters to be ordinary proceedings incidental to our business. We believe the outcome of these proceedings will not have a materially adverse effect on our financial position, results of operations or cash flows. |
Basis for Presentation (Policie
Basis for Presentation (Policies) | 6 Months Ended |
Mar. 31, 2021 | |
Basis for Presentation | |
Agreement and Plan of Merger | 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. 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 in an all-cash 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. There can be no assurance that the transaction will close in the timeframe contemplated or on the terms anticipated, if at all. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . Recent Accounting Pronouncements – Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Acquisitions and Divestitures | |
Schedule of Business Combination Operating Results | The sales and results of operations from Delerrok and Pixia included in our operating results were as follows (in millions): Three Months Ended March 31, 2021 March 31, 2020 Delerrok Pixia Delerrok Pixia Sales $ 0.9 $ 6.2 $ 0.7 $ 1.1 Operating loss (1.1) (5.6) (1.1) (10.0) Net loss after taxes (1.1) (5.6) (1.1) (10.0) Six Months Ended March 31, 2021 March 31, 2020 Delerrok Pixia Delerrok Pixia Sales $ 1.2 $ 8.5 $ 0.7 $ 1.1 Operating loss (2.2) (13.6) (1.1) (10.0) Net loss after taxes (2.2) (13.6) (1.1) (10.0) |
Schedule of Business Combination components of operating results | The operating results above included the following amounts (in millions): Three Months Ended March 31, 2021 March 31, 2020 Delerrok Pixia Delerrok Pixia Amortization $ 0.4 $ 7.2 $ 0.4 $ 7.2 Acquisition-related expenses (income) (0.2) 0.1 0.7 2.0 Six Months Ended March 31, 2021 March 31, 2020 Delerrok Pixia Delerrok Pixia Amortization $ 0.9 $ 14.3 $ 0.4 $ 7.2 Acquisition-related expenses 0.2 0.6 0.7 2.0 Gain from changes in fair value of contingent consideration (0.9) — — — |
Schedule of estimated amortization expense related to acquisition | The estimated amortization expense related to the intangible assets recorded in connection with our acquisitions are as follows (in millions): Year Ending September 30, Delerrok Pixia 2021 $ 1.7 $ 28.7 2022 1.6 12.7 2023 1.6 7.3 2024 1.6 7.3 2025 1.6 7.3 Thereafter 6.4 3.2 |
Schedule of unaudited pro forma information | The following unaudited pro forma information presents our consolidated results of operations as if Pixia and Delerrok had been included in our consolidated results since October 1, 2019 (in millions): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Net sales $ 343.4 $ 321.5 $ 662.2 $ 654.6 Net loss (36.0) (39.3) (49.0) (68.1) |
Schedule of changes in the carrying amount of goodwill | Changes in goodwill for the six months ended March 31, 2021 were as follows for each of our reporting units (in thousands): Cubic Transportation Cubic Mission Systems Performance Solutions Total Net balances at October 1, 2020 $ 287,668 $ 497,214 $ 784,882 Adjustments (260) — (260) Foreign currency exchange rate changes 2,541 864 3,405 Net balances at March 31, 2021 $ 289,949 $ 498,078 $ 788,027 |
PIXIA Corp | |
Acquisitions and Divestitures | |
Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date | The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date (in millions): Backlog $ 42.5 Customer relationships 25.5 Developed technology 14.1 Trade name 5.7 Accounts receivable, prepaids and other assets 3.8 Deferred taxes (17.6) Other net assets acquired (liabilities assumed) (1.8) Net identifiable assets acquired 72.2 Goodwill 173.0 Net assets acquired $ 245.2 |
Delerrok Inc. | |
Acquisitions and Divestitures | |
Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): Technology $ 14.9 Trade name 0.9 Accounts receivable 0.9 Other net assets acquired (liabilities assumed) (0.3) Deferred tax liability (1.7) Net identifiable assets acquired 14.7 Goodwill 30.4 Net assets acquired $ 45.1 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Variable Interest Entities | |
Schedule of summary of the consolidated net assets and liabilities | The assets and liabilities of Boston OpCo that are included in our condensed consolidated balance sheets are as follows: March 31, September 30, 2021 2020 (in thousands) Cash $ 1,546 $ 1,065 Restricted cash 7,322 1,822 Other current assets 18 31 Long-term contracts financing receivable 257,185 221,245 Other noncurrent assets 12,454 — Total assets $ 278,525 $ 224,163 Trade accounts payable $ 35 $ 49 Accrued compensation and other current liabilities 109 85 Due to Cubic 17,262 27,259 Other noncurrent liabilities — 5,890 Long-term debt 208,594 163,348 Total liabilities $ 226,000 $ 196,631 Total Cubic equity 2,628 129 Noncontrolling interests 49,897 27,403 Total liabilities and owners' equity $ 278,525 $ 224,163 |
Schedule of revenue, operating profit, and other income/(expense), net | Boston OpCo’s results of operations included in our Condensed Consolidated Statements of Operations are as follows (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Revenue $ 4,616 $ 1,802 $ 8,637 $ 3,047 Operating income 4,184 1,516 7,901 2,488 Other income (expense), net 15,091 (15,819) 18,343 (12,748) Interest income 1,487 1,655 2,860 3,208 Interest expense (2,122) (1,995) (4,111) (3,154) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Schedule of components of accounts receivable | The components of accounts receivable are as follows (in thousands): March 31, September 30, 2021 2020 Accounts receivable Billed $ 109,604 $ 161,473 Allowance for doubtful accounts (1,450) (1,498) Net accounts receivable $ 108,154 $ 159,975 |
Schedule of contract assets and liabilities | March 31, September 30, 2021 2020 Contract assets $ 321,545 $ 268,773 Contract liabilities $ 74,779 $ 75,546 |
ASU 2014-09 | |
Schedule of aggregate impact of net changes in contract estimates | Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Operating income (loss) $ 222 $ (5,155) $ 606 $ (11,312) Net income (loss) from continuing operations 402 (5,522) 644 (11,304) Net income (loss) from continuing operations attributable to Cubic 263 (5,522) 483 (11,304) Diluted income (loss) per share attributable to Cubic 0.01 (0.18) 0.02 (0.36) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Net Income (Loss) Per Share | |
Schedule of computation of basic and diluted EPS | The weighted-average number of shares outstanding used to compute net income (loss) per common share were as follows (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Weighted average shares - basic 31,633 31,296 31,598 31,284 Effect of dilutive securities — — — — Weighted average shares - diluted 31,633 31,296 31,598 31,284 Number of anti-dilutive securities 1,236 1,246 1,174 1,099 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Balance Sheet Details | |
Components of inventories | Inventories consist of the following (in thousands): March 31, September 30, 2021 2020 Finished products $ 17,941 $ 14,838 Work in process and inventoried costs under long-term contracts 67,164 73,076 Materials and purchased parts 47,698 39,337 Net inventories $ 132,803 $ 127,251 |
Components of property, plant and equipment | Significant components of property, plant and equipment are as follows (in thousands): March 31, September 30, 2021 2020 Land and land improvements $ 7,213 $ 7,423 Buildings and improvements 50,858 49,716 Machinery and other equipment 153,418 132,962 Software 126,446 121,890 Leasehold improvements 23,260 22,295 Construction and internal-use software development in progress 16,146 21,409 Accumulated depreciation and amortization (208,558) (189,394) $ 168,783 $ 166,301 |
Fair Value Of Financial Instr_2
Fair Value Of Financial Instruments (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Fair Value of Financial Instruments | |
Summary of assets and liabilities measured and recorded at fair value on Balance Sheet on a recurring basis | The following table presents assets and liabilities measured and recorded at fair value on our Condensed Consolidated Balance Sheets on a recurring basis (in thousands): March 31, 2021 September 30, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Current derivative assets $ — $ 2,177 $ — $ 2,177 $ — $ 1,398 $ — $ 1,398 Noncurrent derivative assets — 229 — 229 — 222 — 222 Total assets measured at fair value $ — $ 2,406 $ — $ 2,406 $ — $ 1,620 $ — $ 1,620 Liabilities Current derivative liabilities — 6,350 — 6,350 — 4,557 — 4,557 Noncurrent derivative liabilities — 4,537 — 4,537 — 14,070 — 14,070 Contingent consideration to seller of H4 Global — — — — — — 1,148 1,148 Contingent consideration to seller of Deltenna — — 3,205 3,205 — — 3,004 3,004 Contingent consideration to seller of Shield — — 6,811 6,811 — — 5,566 5,566 Contingent consideration to seller of Delerrok — — — — — — 900 900 Total liabilities measured at fair value $ — $ 10,887 $ 10,016 $ 20,903 $ — $ 18,627 $ 10,618 $ 29,245 |
Summary of change in fair value of contingent consideration liability | As of March 31, 2021, the following table summarizes the change in fair value of our Level 3 contingent consideration liabilities (in thousands): H4 Global Deltenna Shield Nuvotronics Delerrok Total Balance as of September 30, 2020 $ 1,148 $ 3,004 $ 5,566 $ — $ 900 $ 10,618 Cash paid to seller (1,286) — — — — (1,286) Total remeasurement (gain) loss recognized in earnings 138 201 1,245 — (900) 684 Balance as of March 31, 2021 $ — $ 3,205 $ 6,811 $ — $ — $ 10,016 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Leases | |
Schedule of Operating Lease Portfolio | The following tables present our operating and finance leases, related lease expenses and other information (dollars in millions): Operating Lease Portfolio March 31, September 30, 2021 2020 Right-of-use assets $ 83.1 $ 87.2 Short-term lease liability 15.6 16.8 Long-term lease liability 77.0 80.6 Weighted average remaining lease term 7.2 years 7.6 years Weighted average discount rate 3.0% 3.0% Finance Lease Portfolio March 31, September 30, 2021 2020 Right-of-use assets $ 12.8 $ 0.5 Short-term lease liability 2.9 0.2 Long-term lease liability 10.0 0.4 Weighted average remaining lease term 4.6 years 2.4 years Weighted average discount rate 1.8% 1.7% |
Schedule of operating Expense and Other Information | Lease Expense Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Lease Expense Operating lease expense $ 4.9 $ 4.8 $ 9.8 $ 9.4 Finance lease expense Amortization of right-of-use asset 0.7 — 0.8 — Interest on lease liabilities 0.1 — 0.1 — Short-term lease expense 0.1 0.1 0.1 0.1 Variable lease expense 0.5 0.7 1.4 1.8 Total lease expense $ 6.3 $ 5.6 $ 12.2 $ 11.3 Other Information Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Cash paid related to lease liabilities Finance lease - cash paid for interest $ — $ — $ — $ — Operating lease - cash paid for fixed payments 5.1 4.6 9.9 9.1 Finance lease - cash paid for finance lease liabilities 0.7 — 0.7 — Right-of-use assets obtained in exchange for new finance lease liabilities 0.4 — 13.0 — Right-of-use assets obtained in exchange for new operating lease liabilities 2.8 8.4 3.0 18.0 |
Schedule of Maturities of Operating Lease Liabilities | Our future lease commitments from our operating and finance leases on an undiscounted basis, reconciled to the lease liability at March 31, 2021 were as follows (in millions): Financing Operating 2021 $ 1.5 $ 8.3 2022 3.0 16.9 2023 2.8 14.9 2024 2.7 13.9 2025 2.7 11.5 Thereafter 0.7 37.9 Total lease payments 13.4 103.4 Less: imputed interest (0.5) (10.8) Present value of lease liabilities $ 12.9 $ 92.6 |
Schedule of Maturities of Finance Lease Liabilities | Financing Operating 2021 $ 1.5 $ 8.3 2022 3.0 16.9 2023 2.8 14.9 2024 2.7 13.9 2025 2.7 11.5 Thereafter 0.7 37.9 Total lease payments 13.4 103.4 Less: imputed interest (0.5) (10.8) Present value of lease liabilities $ 12.9 $ 92.6 |
Pension Plans (Tables)
Pension Plans (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Pension Plans | |
Components of net periodic pension cost (benefit) | The components of net periodic pension cost (benefit) are as follows (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Service cost $ 162 $ 164 $ 320 $ 329 Interest cost 1,346 1,507 2,679 3,038 Expected return on plan assets (2,686) (2,946) (5,335) (5,892) Amortization of actuarial loss 1,165 968 2,305 1,969 Administrative expenses 89 83 178 169 Net pension cost (benefit) $ 76 $ (224) $ 147 $ (387) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Summary of assumptions used for the valuation of the RSUs with performance and market-based vesting that were granted | The following tables include the assumptions used for the valuation of the RSUs with performance and market-based vesting that were granted during fiscal 2019, 2020 and 2021: RSUs granted during fiscal 2021 Valuation Date November 17, 2020 Grant date fair value per RSU $57.71 Performance period begins October 1, 2020 Performance period ends September 30, 2023 Risk-free interest rate 0.2% Expected volatility 50% RSUs granted during fiscal 2020 Valuation Date September 17, 2020 Grant date fair value per RSU $41.13 Performance period begins October 1, 2019 Performance period ends September 30, 2022 Risk-free interest rate 0.1% Expected volatility 52% |
Summary of RSU activity | The following table summarizes our RSU activity: Unvested RSUs with Time-Based Vesting Weighted Average Number of Shares Grant-Date Fair Value per Share Unvested at September 30, 2020 554,423 $ 58.54 Granted 249,960 61.09 Vested (230,975) 58.34 Forfeited (116,969) 59.17 Unvested at March 31, 2021 456,439 $ 59.88 Unvested RSUs with Performance-Based Vesting Weighted Average Number of Shares Grant-Date Fair Value per Share Unvested at September 30, 2020 137,770 $ 61.40 Granted — — Vested (110,247) 61.40 Forfeited (27,523) 61.40 Unvested at March 31, 2021 — $ — Unvested RSUs with Performance- and Market-Based Vesting Weighted Average Number of Shares Grant-Date Fair Value per Share Unvested at September 30, 2020 471,496 $ 51.56 Granted 277,250 57.71 Vested — — Forfeited (20,542) 55.09 Unvested at March 31, 2021 728,204 $ 53.80 |
Schedule of stock-based compensation expense related to stock-based awards | We recorded non-cash compensation expense related to stock-based awards as follows (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Cost of sales $ 771 $ 743 $ 1,372 $ 1,282 Selling, general and administrative 5,701 4,639 9,779 8,577 $ 6,472 $ 5,382 $ 11,151 $ 9,859 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities | |
Schedule of notional principal amounts of the outstanding derivative instruments | The following table shows the notional principal amounts of our outstanding derivative instruments as of March 31, 2021 and September 30, 2020 (in thousands): Notional Principal March 31, 2021 September 30, 2020 Instruments receiving hedge accounting treatment: Foreign currency forwards $ 128,920 $ 92,931 Interest rate swaps 595,000 595,000 Instruments not receiving hedge accounting treatment: Foreign currency forwards $ 4,538 $ 4,298 |
Schedule of fair value of derivative financial instruments | The table below presents the fair value of our derivative financial instruments that qualify for hedge accounting as well as their classification in the condensed consolidated balance sheets (in thousands): Fair Value Balance Sheet Location March 31, 2021 September 30, 2020 Asset derivatives: Foreign currency forwards Other current assets $ 2,177 $ 1,398 Foreign currency forwards Other assets 229 222 Total $ 2,406 $ 1,620 Liability derivatives: Foreign currency forwards Accrued compensation and current liabilities $ 6,350 $ 4,557 Foreign currency forwards Other noncurrent liabilities 1,344 866 Interest rate swaps Other noncurrent liabilities 3,193 13,204 Total $ 10,887 $ 18,627 |
Schedule of gains and losses recognized in other comprehensive income (loss) on derivative financial instruments designated as cash flow hedges | The tables below present gains and losses recognized in other comprehensive income (loss) related to derivative financial instruments designated as cash flow hedges, as well as the amount of gains and losses reclassified into earnings (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Gains (losses) Gains (losses) Gains (losses) recognized in reclassified into Gains (losses) reclassified into Derivative Type OCI earnings recognized in OCI earnings Foreign currency forwards $ 434 $ 295 $ 1,438 $ 1,306 Interest rate swaps 9,878 — — — $ 10,312 $ 295 $ 1,438 $ 1,306 Six Months Ended March 31, 2021 March 31, 2020 Gains (losses) Gains (losses) Gains (losses) recognized in reclassified into Gains (losses) reclassified into Derivative Type OCI earnings recognized in OCI earnings Foreign currency forwards $ (665) $ 550 $ (177) $ 1,273 Interest rate swaps 11,036 — — — Total $ 10,371 $ 550 $ (177) $ 1,273 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Segment Information | |
Schedule of business segment financial data | Business segment financial data is as follows (in millions): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Sales: Cubic Transportation Systems $ 217.4 $ 197.6 $ 414.5 $ 386.2 Cubic Mission and Performance Solutions 126.0 123.9 247.7 264.1 Total sales $ 343.4 $ 321.5 $ 662.2 $ 650.3 Operating income (loss): Cubic Transportation Systems $ 33.0 $ 12.6 $ 64.7 $ 26.9 Cubic Mission and Performance Solutions (22.3) (25.7) (38.8) (34.3) Unallocated corporate expenses (36.3) (16.8) (50.2) (29.0) Total operating loss $ (25.6) $ (29.9) $ (24.3) $ (36.4) Depreciation and amortization: Cubic Transportation Systems $ 7.5 $ 7.4 $ 15.0 $ 14.5 Cubic Mission and Performance Solutions 15.2 15.1 30.3 24.3 Corporate 2.3 0.9 4.4 1.6 Total depreciation and amortization $ 25.0 $ 23.4 $ 49.7 $ 40.4 |
Schedule of Disaggregation of Total Net Sales | Disaggregation of Total Net Sales: Sales by Geographic Region : Three months ended March 31, 2021 Six months ended March 31, 2021 CTS CMPS Total CTS CMPS Total United States $ 123.6 $ 83.8 $ 207.4 $ 235.5 $ 164.1 $ 399.6 United Kingdom 54.3 7.6 61.9 102.2 15.6 117.8 Australia 32.3 9.5 41.8 61.4 19.1 80.5 Far East/Middle East 0.5 16.3 16.8 1.5 32.1 33.6 Other 6.7 8.8 15.5 13.9 16.8 30.7 Total sales $ 217.4 $ 126.0 $ 343.4 $ 414.5 $ 247.7 $ 662.2 Three months ended March 31, 2020 Six months ended March 31, 2020 CTS CMPS Total CTS CMPS Total United States $ 111.0 $ 61.4 $ 172.4 $ 207.7 $ 140.4 $ 348.1 United Kingdom 49.9 5.1 55.0 97.5 9.6 107.1 Australia 30.1 7.2 37.3 66.5 15.0 81.5 Far East/Middle East 0.6 35.4 36.0 1.9 72.1 74.0 Other 6.0 14.8 20.8 12.6 27.0 39.6 Total sales $ 197.6 $ 123.9 $ 321.5 $ 386.2 $ 264.1 $ 650.3 Sales by End Customer: Three months ended March 31, 2021 Six months ended March 31, 2021 CTS CMPS Total CTS CMPS Total U.S. Federal Government and State and Local Municipalities $ 115.4 $ 82.5 $ 197.9 $ 223.0 $ 161.8 $ 384.8 Other 102.0 43.5 145.5 191.5 85.9 277.4 Total sales $ 217.4 $ 126.0 $ 343.4 $ 414.5 $ 247.7 $ 662.2 Three months ended March 31, 2020 Six months ended March 31, 2020 CTS CMPS Total CTS CMPS Total U.S. Federal Government and State and Local Municipalities $ 104.0 $ 61.2 $ 165.2 $ 197.5 $ 143.2 $ 340.7 Other 93.6 62.7 156.3 188.7 120.9 309.6 Total sales $ 197.6 $ 123.9 $ 321.5 $ 386.2 $ 264.1 $ 650.3 Sales by Contract Type: On a fixed-price type contract, we agree to perform the contractual statement of work for a predetermined sales price. Certain of our fixed-price contracts include compensation for bonuses, transactional variable based fees or other similar provisions. On a cost-plus type contract, we are paid our allowable incurred costs plus a profit which can be fixed or variable depending on the applicable contract’s fee arrangement up to funding levels that are predetermined by the customer. On a time-and-material type contract, we are paid on the basis of direct labor hours expended at specified fixed-price hourly rates (that include wages, overhead, allowable general and administrative expenses and profit) and materials at cost. The table below presents total net sales disaggregated by contract type (in millions): Three months ended March 31, 2021 Six months ended March 31, 2021 CTS CMPS Total CTS CMPS Total Fixed Price $ 214.6 $ 107.2 $ 321.8 $ 409.0 $ 209.0 $ 618.0 Other 2.8 18.8 21.6 5.5 38.7 44.2 Total sales $ 217.4 $ 126.0 $ 343.4 $ 414.5 $ 247.7 $ 662.2 Three months ended March 31, 2020 Six months ended March 31, 2020 CTS CMPS Total CTS CMPS Total Fixed Price $ 194.8 $ 107.3 $ 302.1 $ 379.3 $ 232.1 $ 611.4 Other 2.8 16.6 19.4 6.9 32.0 38.9 Total sales $ 197.6 $ 123.9 $ 321.5 $ 386.2 $ 264.1 $ 650.3 Sales by Deliverable Type: Three months ended March 31, 2021 Six months ended March 31, 2021 CTS CMPS Total CTS CMPS Total Product $ 113.1 $ 87.3 $ 200.4 $ 213.2 $ 168.7 $ 381.9 Service 104.3 38.7 143.0 201.3 79.0 280.3 Total sales $ 217.4 $ 126.0 $ 343.4 $ 414.5 $ 247.7 $ 662.2 Three months ended March 31, 2020 Six months ended March 31, 2020 CTS CMPS Total CTS CMPS Total Product $ 99.7 $ 87.8 $ 187.5 $ 193.1 $ 195.0 $ 388.1 Service 97.9 36.1 134.0 193.1 69.1 262.2 Total sales $ 197.6 $ 123.9 $ 321.5 $ 386.2 $ 264.1 $ 650.3 Revenue Recognition Method: Sales recognized at a point in time are typically for standard goods with a short production cycle and are recognized when the customer obtains control, which is generally upon delivery and acceptance. Sales for services and for products with a long production cycle, which often include significant customization and development, are recognized over time. Three months ended March 31, 2021 Six months ended March 31, 2021 CTS CMPS Total CTS CMPS Total Point in Time $ 20.8 $ 20.9 $ 41.7 $ 39.6 $ 45.9 $ 85.5 Over Time 196.6 105.1 301.7 374.9 201.8 576.7 Total sales $ 217.4 $ 126.0 $ 343.4 $ 414.5 $ 247.7 $ 662.2 Three months ended March 31, 2020 Six months ended March 31, 2020 CTS CMPS Total CTS CMPS Total Point in Time $ 28.1 $ 15.0 $ 43.1 $ 45.8 $ 54.4 $ 100.2 Over Time 169.5 108.9 278.4 340.4 209.7 550.1 Total sales $ 197.6 $ 123.9 $ 321.5 $ 386.2 $ 264.1 $ 650.3 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Restructuring Costs | |
Schedule of restructuring charges incurred | Restructuring charges incurred by our business segments were as follows (in millions): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Restructuring costs: Cubic Transportation Systems $ 1.6 0.1 $ 1.8 $ 0.5 Cubic Mission and Performance Solutions 0.8 0.5 3.9 0.6 Unallocated corporate expenses 5.4 3.2 6.2 4.3 Total restructuring costs $ 7.8 $ 3.8 $ 11.9 $ 5.4 |
Schedule of rollforward of restructuring liability | The following table presents a rollforward of our restructuring liability as of March 31, 2021, which is included within accrued compensation and other current liabilities within our condensed consolidated balance sheet (in millions): Restructuring Liability Restructuring Liability Employee Separation and Other Consulting Costs Balance as of October 1, 2020 $ 5.2 $ 0.8 Accrued costs 6.9 5.0 Cash payments (8.3) (2.5) Balance as of March 31, 2021 $ 3.8 $ 3.3 |
Basis for Presentation (Details
Basis for Presentation (Details) | Mar. 30, 2021$ / shares |
Veritas Capital and Evergreen Coast Capital Corporation | |
Recent Accounting Pronouncements | |
Cash per share to be received (in dollars per share) | $ 75 |
Business Acquisitions - Equity
Business Acquisitions - Equity Method Investment (Details) - USD ($) $ in Millions | Jan. 03, 2020 | Jan. 03, 2020 | Jan. 03, 2020 | Sep. 30, 2019 | Jun. 27, 2019 | Sep. 30, 2018 |
Delerrok Inc. | ||||||
Equity method investment | ||||||
Purchase price of capital stock | $ 8.3 | $ 8.3 | ||||
Ownership percentage | 17.50% | 17.50% | ||||
Remaining outstanding shares purchased (as a percent) | 82.50% | 82.50% | 82.50% | |||
Fair value of consideration transferred | $ 45.1 | |||||
Cash consideration paid | 36.8 | $ 43.5 | ||||
Contingent consideration | $ 1.6 | $ 1.6 | $ 1.6 | |||
PIXIA Corp | ||||||
Equity method investment | ||||||
Purchase price of capital stock | $ 50 | |||||
Ownership percentage | 20.00% | |||||
Remaining outstanding shares purchased (as a percent) | 80.00% | 80.00% | 80.00% | |||
Fair value of consideration transferred | $ 197.8 | $ 245.2 | ||||
Cash consideration paid | 247.8 | |||||
Dividend from equity method investment | 2 | |||||
Income (loss) from equity method investments | $ (0.6) |
Business Acquisitions - Consoli
Business Acquisitions - Consolidated Business Acquisitions (Details) - USD ($) $ in Thousands | Jan. 03, 2020 | Jun. 27, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 03, 2020 | Sep. 30, 2020 |
Purchase price allocation | ||||||||
Goodwill | $ 788,027 | $ 788,027 | $ 784,882 | |||||
Sales and results of operations | ||||||||
Sales | 343,408 | $ 321,482 | 662,202 | $ 650,321 | ||||
Operating income (loss) | (25,555) | (29,934) | (24,258) | (36,417) | ||||
Net income (loss) after taxes | (36,017) | (39,123) | (49,012) | (59,698) | ||||
Gain from changes in fair value of contingent consideration | 1,260 | (1,473) | 684 | (4,478) | ||||
PIXIA Corp | ||||||||
Estimated acquisition-date fair value of consideration | ||||||||
Fair value of consideration transferred | $ 197,800 | $ 245,200 | ||||||
Purchase price allocation | ||||||||
Accounts receivable, prepaids and other assets | $ 3,800 | |||||||
Deferred tax liability | (17,600) | |||||||
Other net assets acquired (liabilities assumed) | (1,800) | |||||||
Net identifiable assets acquired | 72,200 | |||||||
Goodwill | 173,000 | |||||||
Net assets acquired | $ 245,200 | |||||||
Weighted average useful life of intangible assets | 4 years | |||||||
Sales and results of operations | ||||||||
Sales | 6,200 | 1,100 | 8,500 | 1,100 | ||||
Operating income (loss) | (5,600) | (10,000) | (13,600) | (10,000) | ||||
Net income (loss) after taxes | (5,600) | (10,000) | (13,600) | (10,000) | ||||
Amortization | 7,200 | 7,200 | 14,300 | 7,200 | ||||
Acquisition-related expenses (income) | 100 | 2,000 | 600 | 2,000 | ||||
Estimated amortization expense related to the intangible assets | ||||||||
2021 | 28,700 | |||||||
2022 | 12,700 | |||||||
2023 | 7,300 | |||||||
2024 | 7,300 | |||||||
2025 | 7,300 | |||||||
Thereafter | 3,200 | |||||||
PIXIA Corp | Trade names | ||||||||
Purchase price allocation | ||||||||
Indefinite intangible assets | $ 5,700 | |||||||
PIXIA Corp | Backlog | ||||||||
Purchase price allocation | ||||||||
Amortizable intangible assets | 42,500 | |||||||
PIXIA Corp | Customer relationships | ||||||||
Purchase price allocation | ||||||||
Amortizable intangible assets | 25,500 | |||||||
PIXIA Corp | Technology | ||||||||
Purchase price allocation | ||||||||
Amortizable intangible assets | $ 14,100 | |||||||
Delerrok Inc. | ||||||||
Estimated acquisition-date fair value of consideration | ||||||||
Fair value of consideration transferred | 45,100 | |||||||
Purchase price allocation | ||||||||
Accounts receivable | 900 | 900 | ||||||
Deferred tax liability | (1,700) | (1,700) | ||||||
Other net assets acquired (liabilities assumed) | (300) | (300) | ||||||
Net identifiable assets acquired | 14,700 | 14,700 | ||||||
Goodwill | 30,400 | 30,400 | ||||||
Net assets acquired | $ 45,100 | 45,100 | ||||||
Weighted average useful life of intangible assets | 10 years | |||||||
Sales and results of operations | ||||||||
Sales | 900 | 700 | 1,200 | 700 | ||||
Operating income (loss) | (1,100) | (1,100) | (2,200) | (1,100) | ||||
Net income (loss) after taxes | (1,100) | (1,100) | (2,200) | (1,100) | ||||
Amortization | 400 | 400 | 900 | 400 | ||||
Acquisition-related expenses (income) | $ (200) | $ 700 | 200 | $ 700 | ||||
Gain from changes in fair value of contingent consideration | $ (900) | |||||||
Estimated amortization expense related to the intangible assets | ||||||||
2021 | 1,700 | |||||||
2022 | 1,600 | |||||||
2023 | 1,600 | |||||||
2024 | 1,600 | |||||||
2025 | 1,600 | |||||||
Thereafter | $ 6,400 | |||||||
Delerrok Inc. | Trade names | ||||||||
Purchase price allocation | ||||||||
Indefinite intangible assets | $ 900 | 900 | ||||||
Delerrok Inc. | Technology | ||||||||
Purchase price allocation | ||||||||
Amortizable intangible assets | $ 14,900 | $ 14,900 |
Business Acquisitions - Goodwil
Business Acquisitions - Goodwill and Pro forma information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Unaudited pro forma information | ||||
Net sales | $ 343,400 | $ 321,500 | $ 662,200 | $ 654,600 |
Net loss | (36,000) | $ (39,300) | (49,000) | $ (68,100) |
Adjustments made for transaction expenses | 0 | |||
Changes in the carrying amount of goodwill | ||||
Net balances at the beginning of the period | 784,882 | |||
Adjustments | (260) | |||
Foreign currency exchange rate changes | 3,405 | |||
Net balance at the end of the period | 788,027 | 788,027 | ||
Impairment of goodwill | 0 | |||
Cubic Transportation Systems | ||||
Changes in the carrying amount of goodwill | ||||
Net balances at the beginning of the period | 287,668 | |||
Adjustments | (260) | |||
Foreign currency exchange rate changes | 2,541 | |||
Net balance at the end of the period | 289,949 | 289,949 | ||
Cubic Mission Performance Solutions | ||||
Changes in the carrying amount of goodwill | ||||
Net balances at the beginning of the period | 497,214 | |||
Foreign currency exchange rate changes | 864 | |||
Net balance at the end of the period | $ 498,078 | $ 498,078 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020USD ($) | Mar. 31, 2021USD ($)item | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($)item | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2018USD ($) | |
Revenue recognition | ||||||||
Termination costs | $ (16,090) | $ (16,090) | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||||||||
Revenue recognition | ||||||||
Contract term | 12 months | 12 months | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||||||||
Revenue recognition | ||||||||
Contract term | 24 months | 24 months | ||||||
Revolving Credit Agreement | ||||||||
Revenue recognition | ||||||||
Maximum borrowing capacity under credit agreement | $ 800,000 | |||||||
Design and Build Phase | Boston OpCo Amended Credit Agreement | Long-term Debt Facility | LIBOR | Minimum | ||||||||
Revenue recognition | ||||||||
Variable interest rate (as a percent) | 1.75% | |||||||
Design and Build Phase | Boston OpCo Amended Credit Agreement | Long-term Debt Facility | LIBOR | Maximum | ||||||||
Revenue recognition | ||||||||
Variable interest rate (as a percent) | 2.00% | |||||||
MBTA | Design and Build Phase | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | ||||||||
Revenue recognition | ||||||||
Contract term | 4 years | 4 years | ||||||
MBTA | Operate and Maintain Phase | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||||||||
Revenue recognition | ||||||||
Contract term | 12 years | 12 years | ||||||
P3 Joint Venture | ||||||||
Revenue recognition | ||||||||
Maximum exposure to loss | $ 2,900 | $ 2,900 | ||||||
OpCo. | Interest Rate Swaps | Not Designated as Hedging Instrument | ||||||||
Revenue recognition | ||||||||
Notional principal outstanding derivative instruments | 233,500 | 233,500 | $ 194,000 | |||||
Unrealized gain (loss) on derivative | 15,100 | $ 15,800 | 18,300 | $ 11,500 | ||||
OpCo. | Interest Rate Swaps | Not Designated as Hedging Instrument | Other noncurrent liabilities | ||||||||
Revenue recognition | ||||||||
Fair value interest rate swaps | 12,500 | 12,500 | 5,900 | |||||
OpCo. | P3 Credit Agreement | Revolving Credit Agreement | ||||||||
Revenue recognition | ||||||||
Maximum borrowing capacity under credit agreement | 15,800 | 15,800 | ||||||
OpCo. | P3 Credit Agreement | Long-term Debt Facility | ||||||||
Revenue recognition | ||||||||
Maximum borrowing capacity under credit agreement | $ 421,600 | $ 421,600 | ||||||
OpCo. | Boston OpCo Amended Credit Agreement | ||||||||
Revenue recognition | ||||||||
Number of long-term debt facilities | item | 2 | 2 | ||||||
Debt issuance and modification costs | 9,200 | |||||||
OpCo. | Boston OpCo Amended Credit Agreement | Interest Rate Swaps | ||||||||
Revenue recognition | ||||||||
Termination costs | $ 34,400 | |||||||
OpCo. | Boston OpCo Amended Credit Agreement | Long-term Debt Facility | ||||||||
Revenue recognition | ||||||||
Unamortized deferred financing costs | $ 16,700 | $ 16,700 | $ 17,200 | |||||
OpCo. | Original MBTA Contract | ||||||||
Revenue recognition | ||||||||
Expected contract revenue | 175,800 | 175,800 | ||||||
OpCo. | Original MBTA Contract | Design and Build Phase | ||||||||
Revenue recognition | ||||||||
Expected contract revenue | 43,500 | 43,500 | ||||||
OpCo. | Original MBTA Contract | Operate and Maintain Phase | ||||||||
Revenue recognition | ||||||||
Expected contract revenue | 618,000 | 618,000 | ||||||
OpCo. | MBTA | ||||||||
Revenue recognition | ||||||||
Expected contract revenue | $ 596,400 | $ 596,400 | ||||||
Cubic Transportation Systems | HoldCo. | ||||||||
Revenue recognition | ||||||||
Ownership percentage | 10.00% | 10.00% | ||||||
Cubic Transportation Systems | HoldCo. | Letter of credit agreement | ||||||||
Revenue recognition | ||||||||
Maximum borrowing capacity under credit agreement | $ 2,900 | |||||||
Borrowings outstanding under credit agreement | $ 0 | $ 0 | ||||||
John Laing | HoldCo. | ||||||||
Revenue recognition | ||||||||
Ownership percentage | 90.00% | 90.00% | ||||||
John Laing | HoldCo. | Equity Bridge Loan | ||||||||
Revenue recognition | ||||||||
Loan amount | $ 26,200 |
Variable Interest Entities - Ne
Variable Interest Entities - Net assets and liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
ASSETS | |||||
Other noncurrent assets | $ 25,424 | $ 25,424 | $ 21,759 | ||
Total assets | 2,401,458 | 2,401,458 | 2,324,221 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
Total Cubic equity | 927,754 | 927,754 | 960,777 | ||
Total liabilities and shareholders' equity | 2,401,458 | 2,401,458 | 2,324,221 | ||
Revenue | 343,408 | $ 321,482 | 662,202 | $ 650,321 | |
Operating income | (25,555) | (29,934) | (24,258) | (36,417) | |
Other income (expense), net | 14,543 | (19,664) | 15,839 | (19,791) | |
VIE | |||||
ASSETS | |||||
Cash | 1,546 | 1,546 | 1,065 | ||
Restricted cash | 7,322 | 7,322 | 1,822 | ||
Other current assets | 18 | 18 | 31 | ||
Long-term contracts financing receivables | 257,185 | 257,185 | 221,245 | ||
Other noncurrent assets | 12,454 | 12,454 | |||
Total assets | 278,525 | 278,525 | 224,163 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
Trade accounts payable | 35 | 35 | 49 | ||
Accrued compensation and other current liabilities | 109 | 109 | 85 | ||
Due to Cubic | 17,262 | 17,262 | 27,259 | ||
Other noncurrent liabilities | 5,890 | ||||
Long-term debt | 208,594 | 208,594 | 163,348 | ||
Total liabilities | 226,000 | 226,000 | 196,631 | ||
Total Cubic equity | 2,628 | 2,628 | 129 | ||
Noncontrolling interests | 49,897 | 49,897 | 27,403 | ||
Total liabilities and shareholders' equity | 278,525 | 278,525 | $ 224,163 | ||
Revenue | 4,616 | 1,802 | 8,637 | 3,047 | |
Operating income | 4,184 | 1,516 | 7,901 | 2,488 | |
Other income (expense), net | 15,091 | (15,819) | 18,343 | (12,748) | |
Interest income | 1,487 | 1,655 | 2,860 | 3,208 | |
Interest Expense | $ (2,122) | $ (1,995) | $ (4,111) | $ (3,154) |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Operating income (loss) | $ (25,555) | $ (29,934) | $ (24,258) | $ (36,417) |
Net income (loss) from continuing operations | (19,240) | (52,430) | (26,518) | (68,431) |
Net income (loss) from continuing operations attributable to Cubic | $ (36,017) | $ (39,252) | $ (49,012) | $ (59,243) |
Diluted income (loss) per share attributable to Cubic | $ (1.14) | $ (1.25) | $ (1.55) | $ (1.91) |
ASU 2014-09 | ASC 606 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Operating income (loss) | $ 222 | $ (5,155) | $ 606 | $ (11,312) |
Net income (loss) from continuing operations | 402 | (5,522) | 644 | (11,304) |
Net income (loss) from continuing operations attributable to Cubic | $ 263 | $ (5,522) | $ 483 | $ (11,304) |
Diluted income (loss) per share attributable to Cubic | $ 0.01 | $ (0.18) | $ 0.02 | $ (0.36) |
Revenue Recognition - Backlog (
Revenue Recognition - Backlog (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Sep. 30, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining performance obligation | $ 3,626 | $ 3,667 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining performance obligation (in percent) | 30.00% | |
Contract term | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining performance obligation (in percent) | 50.00% | |
Contract term | 24 months |
Revenue Recognition - Accounts
Revenue Recognition - Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Accounts receivable | ||||
Billed | $ 109,604 | $ 109,604 | $ 161,473 | |
Allowance for doubtful accounts | (1,450) | (1,450) | (1,498) | |
Accounts receivable - net | 108,154 | 108,154 | 159,975 | |
Trade receivables sold to a financial institution | 0 | 18,400 | ||
Receipt of withheld proceeds from sale of trade receivables | 641 | 2,483 | $ 5,521 | |
U.S. federal government contracts | ||||
Accounts receivable | ||||
Amounts billed | $ 21,800 | $ 21,800 | $ 82,200 |
Revenue Recognition - Contract
Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | |
Contract Assets and Liabilities | ||
Contract assets | $ 321,545 | $ 268,773 |
Contract liabilities | 74,779 | $ 75,546 |
Increase (decrease) in contract asset | 52,800 | |
Impairment losses related to contract assets | 0 | |
Increase (decrease) in contract liabilities | 800 | |
Revenue recognized included in contract liability | $ 35,700 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Weighted-average number of shares outstanding | ||||
Weighted average shares - basic | 31,633 | 31,296 | 31,598 | 31,284 |
Weighted average shares - diluted | 31,633 | 31,296 | 31,598 | 31,284 |
Number of anti-dilutive securities | 1,236 | 1,246 | 1,174 | 1,099 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Restricted Cash | ||
Restricted cash | $ 35,900 | $ 27,300 |
Inventories | ||
Finished products | 17,941 | 14,838 |
Work in process and inventoried costs under long-term contracts | 67,164 | 73,076 |
Materials and purchased parts | 47,698 | 39,337 |
Net inventories | 132,803 | 127,251 |
Costs incurred outside the scope of work or in advance of a contract award | 8,300 | 5,300 |
Property, Plant and Equipment | ||
Accumulated depreciation and amortization | (208,558) | (189,394) |
Property, plant and equipment - net | 168,783 | 166,301 |
Deferred Compensation Plan | ||
Deferred compensation | 8,200 | 9,600 |
Carrying value of Rabbi trust to fund deferred compensation liabilities | 7,400 | 6,800 |
Land and land improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, Gross | 7,213 | 7,423 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, Gross | 50,858 | 49,716 |
Machinery and other equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, Gross | 153,418 | 132,962 |
Software | ||
Property, Plant and Equipment | ||
Property, plant and equipment, Gross | 126,446 | 121,890 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, Gross | 23,260 | 22,295 |
Construction and internal-use software development in progress | ||
Property, Plant and Equipment | ||
Property, plant and equipment, Gross | $ 16,146 | $ 21,409 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Recurring Basis (Details) - Assets and liabilities measured at fair value - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Assets | ||
Current derivative assets | $ 2,177 | $ 1,398 |
Noncurrent derivative assets | 229 | 222 |
Total assets measured at fair value | 2,406 | 1,620 |
Liabilities | ||
Current derivative liabilities | 6,350 | 4,557 |
Noncurrent derivative liabilities | 4,537 | 14,070 |
Total liabilities measured at fair value | 20,903 | 29,245 |
Deltenna | ||
Liabilities | ||
Contingent consideration to seller | 3,205 | 3,004 |
Shield Aviation | ||
Liabilities | ||
Contingent consideration to seller | 6,811 | 5,566 |
H4 Global | ||
Liabilities | ||
Contingent consideration to seller | 1,148 | |
Delerrok Inc. | ||
Liabilities | ||
Contingent consideration to seller | 900 | |
Level 2 | ||
Assets | ||
Current derivative assets | 2,177 | 1,398 |
Noncurrent derivative assets | 229 | 222 |
Total assets measured at fair value | 2,406 | 1,620 |
Liabilities | ||
Current derivative liabilities | 6,350 | 4,557 |
Noncurrent derivative liabilities | 4,537 | 14,070 |
Total liabilities measured at fair value | 10,887 | 18,627 |
Level 3 | ||
Liabilities | ||
Total liabilities measured at fair value | 10,016 | 10,618 |
Level 3 | Deltenna | ||
Liabilities | ||
Contingent consideration to seller | 3,205 | 3,004 |
Level 3 | Shield Aviation | ||
Liabilities | ||
Contingent consideration to seller | $ 6,811 | 5,566 |
Level 3 | H4 Global | ||
Liabilities | ||
Contingent consideration to seller | 1,148 | |
Level 3 | Delerrok Inc. | ||
Liabilities | ||
Contingent consideration to seller | $ 900 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Contingent Consideration (Details) $ in Thousands, item in Millions | Jan. 31, 2021USD ($) | Mar. 31, 2021USD ($)item | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Jan. 03, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Assets and liabilities measured at fair value on a recurring basis | |||||||
Assets | $ 2,401,458 | $ 2,324,221 | |||||
Franklin Blackhorse, L.P | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Investment | 1,200 | $ 5,000 | |||||
Franklin Blackhorse, L.P | Other Assets | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Assets | 7,300 | 5,600 | |||||
Franklin Blackhorse, L.P | Forecast | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Investment | $ 1,400 | ||||||
Level 3 | |||||||
Change in fair value of our Level 3 contingent consideration | |||||||
Balance at the Beginning period | 10,618 | ||||||
Cash paid to seller | (1,286) | ||||||
Total remeasurement (gain) loss recognized in earnings | 684 | ||||||
Balance at the ending period | 10,016 | 10,618 | |||||
H4 Global | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Contingent consideration for certain goals | $ 1,300 | ||||||
Contingent consideration | 0 | ||||||
H4 Global | Level 3 | |||||||
Change in fair value of our Level 3 contingent consideration | |||||||
Balance at the Beginning period | 1,148 | ||||||
Cash paid to seller | (1,286) | ||||||
Total remeasurement (gain) loss recognized in earnings | 138 | ||||||
Balance at the ending period | 1,148 | ||||||
Deltenna | Level 3 | |||||||
Change in fair value of our Level 3 contingent consideration | |||||||
Balance at the Beginning period | 3,004 | ||||||
Total remeasurement (gain) loss recognized in earnings | 201 | ||||||
Balance at the ending period | 3,205 | $ 3,004 | |||||
Deltenna | Maximum | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Contingent consideration for certain goals | $ 7,400 | ||||||
Deltenna | Volatility for underlying revenue metrics | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Measurement inputs for contingent consideration | 52 | 52 | |||||
Deltenna | Discount Rate | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Measurement inputs for contingent consideration | 10.5 | 10.5 | |||||
Shield Aviation | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Determination of fair value of contingent consideration | item | 1 | ||||||
Volatility for underlying earnings metrics used in determination of fair value of contingent consideration | 26.00% | 31.00% | |||||
Revenue risk adjustment used in determination of fair value of contingent consideration | 13.00% | 16.00% | |||||
Shield Aviation | Level 3 | |||||||
Change in fair value of our Level 3 contingent consideration | |||||||
Balance at the Beginning period | $ 5,566 | ||||||
Total remeasurement (gain) loss recognized in earnings | 1,245 | ||||||
Balance at the ending period | 6,811 | $ 5,566 | |||||
Shield Aviation | Maximum | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Contingent consideration for certain goals | $ 10,000 | ||||||
Shield Aviation | Discount Rate | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Measurement inputs for contingent consideration | 5.3 | 5.7 | |||||
Nuvotronics | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Determination of fair value of contingent consideration | item | 1 | ||||||
Period for contingent consideration contracts | 12 months | ||||||
Contingent consideration, fair value | $ 0 | ||||||
Nuvotronics | Maximum | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Contingent consideration for certain goals | 8,000 | ||||||
Delerrok Inc. | |||||||
Assets and liabilities measured at fair value on a recurring basis | |||||||
Contingent consideration | $ 1,600 | ||||||
Investment | $ 8,300 | $ 8,300 | |||||
Contingent consideration, fair value | 0 | ||||||
Delerrok Inc. | Level 3 | |||||||
Change in fair value of our Level 3 contingent consideration | |||||||
Balance at the Beginning period | 900 | ||||||
Total remeasurement (gain) loss recognized in earnings | $ (900) | ||||||
Balance at the ending period | $ 900 |
Financing Arrangements - Credit
Financing Arrangements - Credit Facility (Details) £ in Millions, $ in Millions | Apr. 01, 2020USD ($) | Mar. 27, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021GBP (£) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) |
Debt Instrument [Line Items] | ||||||
Letters of Credit and bank guarantees outstanding | $ 101.1 | |||||
Self-insurance liabilities | 7.4 | $ 5.1 | ||||
United Kingdom | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity under credit agreement | 20.7 | £ 15 | ||||
Borrowings outstanding under credit agreement | 0 | |||||
Cash on deposit as collateral | 28.6 | |||||
Performance guarantee | Letter of credit agreement | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | 97.4 | |||||
Letters of credit primarily for self-insured liabilities | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | 3.7 | |||||
Fair value of instruments | 0 | |||||
Revolving Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity under credit agreement | $ 800 | |||||
Other Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | $ 6.6 | |||||
Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Loan amount | $ 500 | |||||
Weighted average interest rate on outstanding borrowings (as a percent) | 1.92% | 1.92% | ||||
Debt issuance costs incurred | $ 3.4 | |||||
Unamortized debt issuance costs | $ 4.9 | |||||
Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate (as a percent) | 2.49% | |||||
Credit Facility | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate (as a percent) | 1.00% | |||||
Credit Facility | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate (as a percent) | 2.00% | |||||
Credit Facility | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Loan amount | $ 450 | |||||
Borrowings under term loan | 438.8 | |||||
Credit Facility | Revolving Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity under credit agreement | $ 850 | |||||
Borrowings outstanding under credit agreement | 279 | |||||
Letters of credit outstanding | 94.5 | |||||
Available amount under line of credit | $ 476.5 |
Leases - Lease Portfolio (Detai
Leases - Lease Portfolio (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Leases | ||
Operating Lease Right-of-use assets | $ 83,076 | $ 87,167 |
Operating Lease, Short-term lease liability | 15,600 | 16,800 |
Operating Lease Long-term lease liability | $ 76,971 | $ 80,568 |
Operating Lease Weighted average remaining lease term | 7 years 2 months 12 days | 7 years 7 months 6 days |
Operating Lease Weighted average discount rate | 3.00% | 3.00% |
Finance Lease, Right-of-use assets | $ 12,766 | $ 500 |
Finance Lease, Short-term lease liability | 2,900 | 200 |
Finance Lease, Long-term lease liability | $ 10,002 | $ 395 |
Finance Lease, Weighted average remaining lease term | 4 years 7 months 6 days | 2 years 4 months 24 days |
Finance Lease, Weighted average discount rate | 1.80% | 1.70% |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Leases | ||||
Operating lease expense | $ 4.9 | $ 4.8 | $ 9.8 | $ 9.4 |
Finance lease expense Amortization of right-of-use asset | 0.7 | 0.8 | ||
Finance lease expense Interest on lease liabilities | 0.1 | 0.1 | ||
Short-term lease expense | 0.1 | 0.1 | 0.1 | 0.1 |
Variable lease expense | 0.5 | 0.7 | 1.4 | 1.8 |
Total lease expense | $ 6.3 | $ 5.6 | $ 12.2 | $ 11.3 |
Leases - Other Information (Det
Leases - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Leases | ||||
Operating lease - cash paid for fixed payments | $ 5,100 | $ 4,600 | $ 9,900 | $ 9,100 |
Finance lease - cash paid for finance lease liabilities | 673 | 691 | ||
Right-of-use assets obtained in exchange for new finance lease liabilities | 400 | 13,000 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,800 | $ 8,400 | $ 3,000 | $ 18,000 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Millions | Mar. 31, 2021USD ($) | Sep. 30, 2019building |
Financing | ||
2021 | $ 1.5 | |
2022 | 3 | |
2023 | 2.8 | |
2024 | 2.7 | |
2025 | 2.7 | |
Thereafter | 0.7 | |
Total lease payments | 13.4 | |
Less: imputed interest | (0.5) | |
Present value of financing lease liabilities | 12.9 | |
Operating | ||
2021 | 8.3 | |
2022 | 16.9 | |
2023 | 14.9 | |
2024 | 13.9 | |
2025 | 11.5 | |
Thereafter | 37.9 | |
Total lease payments | 103.4 | |
Less: imputed interest | (10.8) | |
Present value of operating lease liabilities | $ 92.6 | |
Number of buildings | building | 2 | |
Lease term | 5 years |
Pension Plans (Details)
Pension Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Components of net periodic pension cost (benefit) | ||||
Service cost | $ 162 | $ 164 | $ 320 | $ 329 |
Interest cost | 1,346 | 1,507 | 2,679 | 3,038 |
Expected return on plan assets | (2,686) | (2,946) | (5,335) | (5,892) |
Amortization of actuarial loss | 1,165 | 968 | 2,305 | 1,969 |
Administrative expenses | 89 | 83 | 178 | 169 |
Net pension cost (benefit) | $ 76 | $ (224) | $ 147 | $ (387) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021itemshares | Sep. 30, 2019item | |
Stockholders' Equity | ||
Retirement age for participants | 60 years | |
Notice period | 1 year | |
Long term equity incentive program, service period (in years) | 10 years | |
RSUs | ||
Stockholders' Equity | ||
Number of shares of common stock that each award holder has the contingent right to receive | 1 | |
Time-based RSUs | ||
Stockholders' Equity | ||
Number of equal installments for vesting of stock awards | item | 3 | 4 |
Expected awards vested (in shares) | 376,592 | |
Performance-based RSUs | ||
Stockholders' Equity | ||
Vesting period | 3 years | |
Performance and market-based RSUs | ||
Stockholders' Equity | ||
Number of shares of common stock that each award holder has the contingent right to receive | 1.25 | |
Vesting period | 3 years | |
Maximum TSR multiplier rate | 100.00% | |
Expected awards vested (in shares) | 395,980 | |
Performance and market-based RSUs | Maximum | ||
Stockholders' Equity | ||
Increase (decrease) in multiplier based on performance | 25.00% | |
Performance and market-based RSUs | Minimum | ||
Stockholders' Equity | ||
Decrease in multiplier based on performance | 25.00% |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumption used for RSU activity (Details) - RSUs - $ / shares | Nov. 17, 2020 | Sep. 17, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value units granted (per share) | $ 57.71 | $ 41.13 |
Risk-free interest rate(as a percent) | 0.20% | 0.10% |
Expected volatility (as a percent) | 50.00% | 52.00% |
Stockholders' Equity - RSU acti
Stockholders' Equity - RSU activity (Details) | 6 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Time-based RSUs | |
Number of Shares | |
Balance unvested at the beginning of the period (in shares) | shares | 554,423 |
Granted (in shares) | shares | 249,960 |
Vested (in shares) | shares | (230,975) |
Forfeited (in shares) | shares | (116,969) |
Balance unvested at the end of the period (in shares) | shares | 456,439 |
Weighted Average Grant-Date Fair Value | |
Balance unvested at the beginning of the period (in dollars per share) | $ / shares | $ 58.54 |
Granted (in dollars per share) | $ / shares | 61.09 |
Vested (in dollars per share) | $ / shares | 58.34 |
Forfeited (in dollars per share) | $ / shares | 59.17 |
Balance unvested at the end of the period (in dollars per share) | $ / shares | $ 59.88 |
Performance-based RSUs | |
Number of Shares | |
Balance unvested at the beginning of the period (in shares) | shares | 137,770 |
Vested (in shares) | shares | (110,247) |
Forfeited (in shares) | shares | (27,523) |
Weighted Average Grant-Date Fair Value | |
Balance unvested at the beginning of the period (in dollars per share) | $ / shares | $ 61.40 |
Vested (in dollars per share) | $ / shares | 61.40 |
Forfeited (in dollars per share) | $ / shares | $ 61.40 |
Performance and market-based RSUs | |
Number of Shares | |
Balance unvested at the beginning of the period (in shares) | shares | 471,496 |
Granted (in shares) | shares | 277,250 |
Forfeited (in shares) | shares | (20,542) |
Balance unvested at the end of the period (in shares) | shares | 728,204 |
Weighted Average Grant-Date Fair Value | |
Balance unvested at the beginning of the period (in dollars per share) | $ / shares | $ 51.56 |
Granted (in dollars per share) | $ / shares | 57.71 |
Forfeited (in dollars per share) | $ / shares | 55.09 |
Balance unvested at the end of the period (in dollars per share) | $ / shares | $ 53.80 |
Stockholders' Equity - Non-cash
Stockholders' Equity - Non-cash compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Stockholders' Equity | |||||
Non-cash compensation expense related to stock-based awards | $ 6,472 | $ 5,382 | $ 11,151 | $ 9,859 | |
Estimated forfeiture rate (as a percent) | 12.50% | 12.50% | |||
Cost of sales | |||||
Stockholders' Equity | |||||
Non-cash compensation expense related to stock-based awards | 771 | 743 | $ 1,372 | 1,282 | |
Selling, general and administrative | |||||
Stockholders' Equity | |||||
Non-cash compensation expense related to stock-based awards | 5,701 | $ 4,639 | 9,779 | $ 8,577 | |
RSUs | |||||
Stockholders' Equity | |||||
Unrecognized compensation cost related to unvested awards | $ 46,100 | 46,100 | |||
Aggregate fair value of awards | $ 45,800 | ||||
Weighted-average period of recognition | 1 year 4 months 24 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes | ||||
Effective tax rate (as a percent) | 22.00% | 27.00% | 35.00% | 17.00% |
Income tax provision (benefit) | $ 3,440 | $ (19,784) | $ 6,929 | $ (13,538) |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Notional principal amounts (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021USD ($)building | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($)building | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($) | |
Two Buildings on Existing Campus | |||||
Derivative Instruments and Hedging Activities | |||||
Unrealized gain (loss) on derivative | $ 2,600 | $ (5,000) | $ 2,700 | $ (3,600) | |
Number of building under lease | building | 2 | 2 | |||
Maximum | |||||
Derivative Instruments and Hedging Activities | |||||
Term of derivative contract | 5 years | ||||
Instruments receiving hedge accounting treatment | Foreign currency forwards | |||||
Derivative Instruments and Hedging Activities | |||||
Notional principal outstanding derivative instruments | $ 128,920 | $ 128,920 | $ 92,931 | ||
Instruments receiving hedge accounting treatment | Interest Rate Swaps | |||||
Derivative Instruments and Hedging Activities | |||||
Notional principal outstanding derivative instruments | 595,000 | 595,000 | 595,000 | ||
Instruments receiving hedge accounting treatment | Interest Rate Swaps | Credit Facility | |||||
Derivative Instruments and Hedging Activities | |||||
Notional principal outstanding derivative instruments | 500,000 | 500,000 | 500,000 | ||
Unrealized gain (loss) on derivative | 7,300 | 8,300 | |||
Instruments receiving hedge accounting treatment | Interest Rate Swaps | Two Buildings on Existing Campus | |||||
Derivative Instruments and Hedging Activities | |||||
Notional principal amount | 95,000 | 95,000 | 95,000 | ||
Instruments not receiving hedge accounting treatment | Foreign currency forwards | |||||
Derivative Instruments and Hedging Activities | |||||
Notional principal outstanding derivative instruments | 4,538 | 4,538 | 4,298 | ||
Notional principal outstanding derivative instruments designed to manage exposure | 3,500 | 3,500 | $ 4,300 | ||
Unrealized gain (loss) on derivative | $ (200) | $ (2,600) | $ 600 | $ (1,800) |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Fair value of derivative financial instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Derivative Instruments and Hedging Activities | ||
Asset derivatives | $ 2,406 | $ 1,620 |
Liability derivatives | 10,887 | 18,627 |
Foreign currency forwards | Other current assets | ||
Derivative Instruments and Hedging Activities | ||
Asset derivatives | 2,177 | 1,398 |
Foreign currency forwards | Other assets | ||
Derivative Instruments and Hedging Activities | ||
Asset derivatives | 229 | 222 |
Foreign currency forwards | Accrued compensation and current liabilities | ||
Derivative Instruments and Hedging Activities | ||
Liability derivatives | 6,350 | 4,557 |
Foreign currency forwards | Other noncurrent liabilities | ||
Derivative Instruments and Hedging Activities | ||
Liability derivatives | 1,344 | 866 |
Interest Rate Swaps | Other noncurrent liabilities | ||
Derivative Instruments and Hedging Activities | ||
Liability derivatives | $ 3,193 | $ 13,204 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Gains and losses recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative instruments and hedging activities | ||||
Gains (losses) recognized in OCI | $ 10,312 | $ 1,438 | $ 10,371 | $ (177) |
Gains (losses) reclassified into earnings | 295 | 1,306 | 550 | 1,273 |
Estimated unrealized net gains from cash flow hedges which are expected to be reclassified into earnings in the next twelve months | 3,000 | 3,000 | ||
Foreign currency forwards | ||||
Derivative instruments and hedging activities | ||||
Gains (losses) recognized in OCI | 434 | 1,438 | (665) | (177) |
Gains (losses) reclassified into earnings | 295 | 1,306 | 550 | 1,273 |
Realized gain (losses) on derivative | 200 | $ 2,700 | $ 2,800 | |
Interest Rate Swaps | ||||
Derivative instruments and hedging activities | ||||
Gains (losses) recognized in OCI | $ 9,878 | $ 11,036 |
Segment Information - Business
Segment Information - Business Segment Financial Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Information | ||||
Sales | $ 343,408 | $ 321,482 | $ 662,202 | $ 650,321 |
Operating income (loss) | (25,555) | (29,934) | (24,258) | (36,417) |
Depreciation and amortization | 25,055 | 23,414 | 49,716 | 40,364 |
Cubic Transportation Systems | ||||
Segment Information | ||||
Sales | 217,400 | 197,600 | 414,500 | 386,200 |
Operating income (loss) | 33,000 | 12,600 | 64,700 | 26,900 |
Depreciation and amortization | 7,500 | 7,400 | 15,000 | 14,500 |
Cubic Mission and Performance Solutions | ||||
Segment Information | ||||
Sales | 126,000 | 123,900 | 247,700 | 264,100 |
Operating income (loss) | (22,300) | (25,700) | (38,800) | (34,300) |
Depreciation and amortization | 15,200 | 15,100 | 30,300 | 24,300 |
Corporate | ||||
Segment Information | ||||
Depreciation and amortization | 2,300 | 900 | 4,400 | 1,600 |
Unallocated corporate expenses | ||||
Segment Information | ||||
Operating income (loss) | $ (36,300) | $ (16,800) | $ (50,200) | $ (29,000) |
Segment Information - Sales by
Segment Information - Sales by Geographical Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue | ||||
Sales | $ 343,408 | $ 321,482 | $ 662,202 | $ 650,321 |
United States | ||||
Disaggregation of Revenue | ||||
Sales | 207,400 | 172,400 | 399,600 | 348,100 |
United Kingdom | ||||
Disaggregation of Revenue | ||||
Sales | 61,900 | 55,000 | 117,800 | 107,100 |
Australia | ||||
Disaggregation of Revenue | ||||
Sales | 41,800 | 37,300 | 80,500 | 81,500 |
Far East/Middle East | ||||
Disaggregation of Revenue | ||||
Sales | 16,800 | 36,000 | 33,600 | 74,000 |
Other foreign countries | ||||
Disaggregation of Revenue | ||||
Sales | 15,500 | 20,800 | 30,700 | 39,600 |
Cubic Transportation Systems | ||||
Disaggregation of Revenue | ||||
Sales | 217,400 | 197,600 | 414,500 | 386,200 |
Cubic Transportation Systems | United States | ||||
Disaggregation of Revenue | ||||
Sales | 123,600 | 111,000 | 235,500 | 207,700 |
Cubic Transportation Systems | United Kingdom | ||||
Disaggregation of Revenue | ||||
Sales | 54,300 | 49,900 | 102,200 | 97,500 |
Cubic Transportation Systems | Australia | ||||
Disaggregation of Revenue | ||||
Sales | 32,300 | 30,100 | 61,400 | 66,500 |
Cubic Transportation Systems | Far East/Middle East | ||||
Disaggregation of Revenue | ||||
Sales | 500 | 600 | 1,500 | 1,900 |
Cubic Transportation Systems | Other foreign countries | ||||
Disaggregation of Revenue | ||||
Sales | 6,700 | 6,000 | 13,900 | 12,600 |
Cubic Mission and Performance Solutions | ||||
Disaggregation of Revenue | ||||
Sales | 126,000 | 123,900 | 247,700 | 264,100 |
Cubic Mission and Performance Solutions | United States | ||||
Disaggregation of Revenue | ||||
Sales | 83,800 | 61,400 | 164,100 | 140,400 |
Cubic Mission and Performance Solutions | United Kingdom | ||||
Disaggregation of Revenue | ||||
Sales | 7,600 | 5,100 | 15,600 | 9,600 |
Cubic Mission and Performance Solutions | Australia | ||||
Disaggregation of Revenue | ||||
Sales | 9,500 | 7,200 | 19,100 | 15,000 |
Cubic Mission and Performance Solutions | Far East/Middle East | ||||
Disaggregation of Revenue | ||||
Sales | 16,300 | 35,400 | 32,100 | 72,100 |
Cubic Mission and Performance Solutions | Other foreign countries | ||||
Disaggregation of Revenue | ||||
Sales | $ 8,800 | $ 14,800 | $ 16,800 | $ 27,000 |
Segment Information - Sales b_2
Segment Information - Sales by End Customer (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue | ||||
Sales | $ 343,408 | $ 321,482 | $ 662,202 | $ 650,321 |
U.S. Federal Government and State and Local Municipalities | ||||
Disaggregation of Revenue | ||||
Sales | 197,900 | 165,200 | 384,800 | 340,700 |
Other | ||||
Disaggregation of Revenue | ||||
Sales | 145,500 | 156,300 | 277,400 | 309,600 |
Cubic Transportation Systems | ||||
Disaggregation of Revenue | ||||
Sales | 217,400 | 197,600 | 414,500 | 386,200 |
Cubic Transportation Systems | U.S. Federal Government and State and Local Municipalities | ||||
Disaggregation of Revenue | ||||
Sales | 115,400 | 104,000 | 223,000 | 197,500 |
Cubic Transportation Systems | Other | ||||
Disaggregation of Revenue | ||||
Sales | 102,000 | 93,600 | 191,500 | 188,700 |
Cubic Mission and Performance Solutions | ||||
Disaggregation of Revenue | ||||
Sales | 126,000 | 123,900 | 247,700 | 264,100 |
Cubic Mission and Performance Solutions | U.S. Federal Government and State and Local Municipalities | ||||
Disaggregation of Revenue | ||||
Sales | 82,500 | 61,200 | 161,800 | 143,200 |
Cubic Mission and Performance Solutions | Other | ||||
Disaggregation of Revenue | ||||
Sales | $ 43,500 | $ 62,700 | $ 85,900 | $ 120,900 |
Segment Information - Sales b_3
Segment Information - Sales by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue | ||||
Sales | $ 343,408 | $ 321,482 | $ 662,202 | $ 650,321 |
Fixed Price | ||||
Disaggregation of Revenue | ||||
Sales | 321,800 | 302,100 | 618,000 | 611,400 |
Other | ||||
Disaggregation of Revenue | ||||
Sales | 21,600 | 19,400 | 44,200 | 38,900 |
Cubic Transportation Systems | ||||
Disaggregation of Revenue | ||||
Sales | 217,400 | 197,600 | 414,500 | 386,200 |
Cubic Transportation Systems | Fixed Price | ||||
Disaggregation of Revenue | ||||
Sales | 214,600 | 194,800 | 409,000 | 379,300 |
Cubic Transportation Systems | Other | ||||
Disaggregation of Revenue | ||||
Sales | 2,800 | 2,800 | 5,500 | 6,900 |
Cubic Mission and Performance Solutions | ||||
Disaggregation of Revenue | ||||
Sales | 126,000 | 123,900 | 247,700 | 264,100 |
Cubic Mission and Performance Solutions | Fixed Price | ||||
Disaggregation of Revenue | ||||
Sales | 107,200 | 107,300 | 209,000 | 232,100 |
Cubic Mission and Performance Solutions | Other | ||||
Disaggregation of Revenue | ||||
Sales | $ 18,800 | $ 16,600 | $ 38,700 | $ 32,000 |
Segment Information - Sales b_4
Segment Information - Sales by Deliverable Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue | ||||
Sales | $ 343,408 | $ 321,482 | $ 662,202 | $ 650,321 |
Products | ||||
Disaggregation of Revenue | ||||
Sales | 200,428 | 187,494 | 381,917 | 388,098 |
Services | ||||
Disaggregation of Revenue | ||||
Sales | 142,980 | 133,988 | 280,285 | 262,223 |
Cubic Transportation Systems | ||||
Disaggregation of Revenue | ||||
Sales | 217,400 | 197,600 | 414,500 | 386,200 |
Cubic Transportation Systems | Products | ||||
Disaggregation of Revenue | ||||
Sales | 113,100 | 99,700 | 213,200 | 193,100 |
Cubic Transportation Systems | Services | ||||
Disaggregation of Revenue | ||||
Sales | 104,300 | 97,900 | 201,300 | 193,100 |
Cubic Mission and Performance Solutions | ||||
Disaggregation of Revenue | ||||
Sales | 126,000 | 123,900 | 247,700 | 264,100 |
Cubic Mission and Performance Solutions | Products | ||||
Disaggregation of Revenue | ||||
Sales | 87,300 | 87,800 | 168,700 | 195,000 |
Cubic Mission and Performance Solutions | Services | ||||
Disaggregation of Revenue | ||||
Sales | $ 38,700 | $ 36,100 | $ 79,000 | $ 69,100 |
Segment Information - Revenue R
Segment Information - Revenue Recognition Method (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue | ||||
Sales | $ 343,408 | $ 321,482 | $ 662,202 | $ 650,321 |
Point in time | ||||
Disaggregation of Revenue | ||||
Sales | 41,700 | 43,100 | 85,500 | 100,200 |
Over time | ||||
Disaggregation of Revenue | ||||
Sales | 301,700 | 278,400 | 576,700 | 550,100 |
Cubic Transportation Systems | ||||
Disaggregation of Revenue | ||||
Sales | 217,400 | 197,600 | 414,500 | 386,200 |
Cubic Transportation Systems | Point in time | ||||
Disaggregation of Revenue | ||||
Sales | 20,800 | 28,100 | 39,600 | 45,800 |
Cubic Transportation Systems | Over time | ||||
Disaggregation of Revenue | ||||
Sales | 196,600 | 169,500 | 374,900 | 340,400 |
Cubic Mission and Performance Solutions | ||||
Disaggregation of Revenue | ||||
Sales | 126,000 | 123,900 | 247,700 | 264,100 |
Cubic Mission and Performance Solutions | Point in time | ||||
Disaggregation of Revenue | ||||
Sales | 20,900 | 15,000 | 45,900 | 54,400 |
Cubic Mission and Performance Solutions | Over time | ||||
Disaggregation of Revenue | ||||
Sales | $ 105,100 | $ 108,900 | $ 201,800 | $ 209,700 |
Restructuring Costs - Restructu
Restructuring Costs - Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring plan | ||||
Restructuring costs | $ 7,746 | $ 3,807 | $ 11,881 | $ 5,382 |
Unallocated corporate expenses | ||||
Restructuring plan | ||||
Restructuring costs | 5,400 | 3,200 | 6,200 | 4,300 |
Cubic Transportation Systems | ||||
Restructuring plan | ||||
Restructuring costs | 1,600 | 100 | 1,800 | 500 |
Cubic Mission and Performance Solutions | ||||
Restructuring plan | ||||
Restructuring costs | $ 800 | $ 500 | $ 3,900 | $ 600 |
Restructuring Costs - Rollforwa
Restructuring Costs - Rollforward of Restructuring Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring liability | ||||
Accrued costs | $ 7,746 | $ 3,807 | $ 11,881 | $ 5,382 |
Employee Separation and Other | ||||
Restructuring liability | ||||
Balance as of the beginning of the period | 5,200 | |||
Accrued costs | 6,900 | |||
Cash payments | (8,300) | |||
Balance as of the end of the period | 3,800 | 3,800 | ||
Consulting Costs | ||||
Restructuring liability | ||||
Balance as of the beginning of the period | 800 | |||
Accrued costs | 5,000 | |||
Cash payments | (2,500) | |||
Balance as of the end of the period | $ 3,300 | $ 3,300 |