Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Nov. 02, 2020 | Mar. 31, 2020 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2020 | ||
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 | ||
Title of 12(b) Security | Common Stock, no par value | ||
Trading Symbol | CUB | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | 31,524,068 | ||
Entity Public Float | $ 788,872,127 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000026076 | ||
Amendment Flag | false |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net sales: | |||
Net sales | $ 1,476,235 | $ 1,496,475 | $ 1,202,898 |
Costs and expenses: | |||
Selling, general and administrative expenses | 274,701 | 270,064 | 258,644 |
Research and development | 44,574 | 50,132 | 52,398 |
Amortization of purchased intangibles | 59,309 | 42,106 | 27,064 |
Gain on sale of property, plant and equipment | (170) | (32,510) | |
Restructuring costs | 16,599 | 15,386 | 5,018 |
Total costs and expenses | 1,414,660 | 1,410,238 | 1,178,516 |
Operating income | 61,575 | 86,237 | 24,382 |
Other income (expenses): | |||
Interest and dividend income | 7,522 | 6,519 | 1,615 |
Interest expense | (27,685) | (20,453) | (10,424) |
Loss on extinguishment of debt | (16,090) | ||
Other income (expense), net | (28,767) | (19,957) | (687) |
Income (loss) from continuing operations before income taxes | (3,445) | 52,346 | 14,886 |
Income tax provision (benefit) | (6,380) | 11,040 | 7,093 |
Income from continuing operations | 2,935 | 41,306 | 7,793 |
Net income (loss) from discontinued operations | 436 | (1,423) | 4,243 |
Net income | 3,371 | 39,883 | 12,036 |
Less noncontrolling interest in net income (loss) of VIE | 6,592 | (9,811) | (274) |
Net income (loss) attributable to Cubic | (3,221) | 49,694 | 12,310 |
Amounts attributable to Cubic: | |||
Net income (loss) from continuing operations | (3,657) | 51,117 | 8,067 |
Net income (loss) from discontinued operations | 436 | (1,423) | 4,243 |
Net income (loss) attributable to Cubic | $ (3,221) | $ 49,694 | $ 12,310 |
Basic | |||
Continuing operations attributable to Cubic (in dollars per share) | $ (0.12) | $ 1.68 | $ 0.30 |
Discontinued operations (in dollars per share) | 0.01 | (0.05) | 0.16 |
Basic earnings per share attributable to Cubic (in dollars per share) | (0.10) | 1.63 | 0.45 |
Diluted | |||
Continuing operations attributable to Cubic (in dollars per share) | (0.12) | 1.67 | 0.29 |
Discontinued operations (in dollars per share) | 0.01 | (0.05) | 0.16 |
Diluted earnings (loss) per share attributable to Cubic (in dollars per share) | $ (0.10) | $ 1.62 | $ 0.45 |
Weighted average shares used in per share calculations: | |||
Basic (in shares) | 31,299 | 30,495 | 27,229 |
Diluted (in shares) | 31,299 | 30,606 | 27,351 |
Products | |||
Net sales: | |||
Net sales | $ 947,765 | $ 1,011,069 | $ 704,941 |
Costs and expenses: | |||
Costs | 678,840 | 732,137 | 472,698 |
Services | |||
Net sales: | |||
Net sales | 528,470 | 485,406 | 497,957 |
Costs and expenses: | |||
Costs | $ 340,807 | $ 332,923 | $ 362,694 |
CONDENSED STATEMENTS OF COMPREH
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
Net income | $ 3,371 | $ 39,883 | $ 12,036 |
Other comprehensive income (loss): | |||
Adjustment to pension liability, net of tax | (1,314) | (19,481) | 5,540 |
Foreign currency translation | 9,266 | (11,286) | (8,126) |
Change in unrealized gains/losses from cash flow hedges: | |||
Change in fair value of cash flow hedges, net of tax | (15,191) | 3,103 | 34 |
Adjustment for net gains/losses realized and included in net income, net of tax | (2,671) | (1,386) | 929 |
Total change in unrealized gains/losses realized from cash flow hedges, net of tax | (17,862) | 1,717 | 963 |
Total other comprehensive loss | (9,910) | (29,050) | (1,623) |
Total comprehensive income (loss) | (6,539) | 10,833 | 10,413 |
Noncontrolling interest in comprehensive income (loss) of consolidated VIE, net of tax | 6,592 | (9,811) | (274) |
Comprehensive income (loss) attributable to Cubic, net of tax | $ (13,131) | $ 20,644 | $ 10,687 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Current assets: | ||
Restricted cash | $ 27,300 | $ 29,500 |
Accounts receivable: | ||
Billed | 161,473 | 127,406 |
Allowance for doubtful accounts | (1,498) | (1,392) |
Accounts receivable - net | 159,975 | 126,014 |
Contract assets | 268,773 | 349,559 |
Recoverable income taxes | 17,434 | 7,754 |
Inventories | 127,251 | 106,794 |
Total current assets | 763,074 | 724,309 |
Property, plant and equipment, net | 166,301 | 144,969 |
Operating lease right-of-use asset | 87,167 | |
Deferred income taxes | 4,790 | 4,098 |
Goodwill | 784,882 | 578,097 |
Purchased intangibles, net | 210,361 | 165,613 |
Total assets | 2,324,221 | 1,847,170 |
Current liabilities: | ||
Short-term borrowings | 215,716 | 195,500 |
Contract liabilities | 75,546 | 46,170 |
Accrued compensation | 75,924 | 58,343 |
Income taxes payable | 799 | 773 |
Current portion of long-term debt | 11,250 | 10,714 |
Total current liabilities | 586,786 | 529,159 |
Long-term debt | 430,115 | 189,110 |
Operating lease liability | 80,568 | |
Finance lease liability | 395 | |
Accrued pension liability | 19,760 | 25,386 |
Deferred compensation | 9,570 | 11,040 |
Income taxes payable | 539 | 937 |
Deferred income taxes | 6,187 | 4,554 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock, no par value; authorized 5,000 shares, none issued | ||
Common stock, no par value; authorized 50,000 shares; 40,274 issued and 31,329 outstanding at September 30, 2020; 40,124 issued and 31,178 outstanding at September 30, 2019 | 295,986 | 274,472 |
Retained earnings | 850,472 | 862,948 |
Accumulated other comprehensive loss | (149,603) | (139,693) |
Treasury stock at cost | (36,078) | (36,078) |
Shareholders' equity related to Cubic | 960,777 | 961,649 |
Noncontrolling interest in VIE | 27,403 | 18,919 |
Total shareholders' equity | 988,180 | 980,568 |
Total liabilities and shareholders' equity | 2,324,221 | 1,847,170 |
Cubic Corporation Excluding VIE | ||
Current assets: | ||
Cash and cash equivalents | 128,619 | 65,800 |
Restricted cash | 25,478 | 19,507 |
Accounts receivable: | ||
Other current assets | 32,626 | 38,534 |
Long-term contracts financing receivables | 64,642 | 36,285 |
Other assets | 21,759 | 76,872 |
Current liabilities: | ||
Trade accounts payable | 156,953 | 180,773 |
Other current liabilities | 50,464 | 36,670 |
Long-term debt | 430,115 | 189,110 |
Other noncurrent liabilities | 32,883 | 22,817 |
VIE | ||
Current assets: | ||
Cash and cash equivalents | 1,065 | 347 |
Restricted cash | 1,822 | 9,967 |
Accounts receivable: | ||
Other current assets | 31 | 33 |
Long-term contracts financing receivables | 221,245 | 115,508 |
Other assets | 1,419 | |
Total assets | 224,163 | 127,274 |
Current liabilities: | ||
Trade accounts payable | 49 | 25 |
Other current liabilities | 85 | 191 |
Long-term debt | 163,348 | 61,994 |
Other noncurrent liabilities | 5,890 | 21,605 |
Shareholders' equity: | ||
Shareholders' equity related to Cubic | 129 | (603) |
Noncontrolling interest in VIE | 27,403 | 18,919 |
Total liabilities and shareholders' equity | $ 224,163 | $ 127,274 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
CONDENSED BALANCE SHEETS | ||
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, Authorized shares | 5,000 | 5,000 |
Preferred stock, Issued shares | 0 | 0 |
Common stock, par value | $ 0 | $ 0 |
Common stock, Authorized shares | 50,000 | 50,000 |
Common stock, Issued shares | 40,274 | 40,124 |
Common stock, outstanding shares | 31,329 | 31,178 |
Treasury stock, shares | 8,945 | 8,945 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Activities: | |||
Net income | $ 3,371 | $ 39,883 | $ 12,036 |
Net income (loss) from discontinued operations | (436) | 1,423 | (4,243) |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Depreciation and amortization | 88,482 | 64,742 | 46,600 |
Share-based compensation expense | 22,728 | 15,488 | 7,515 |
Change in fair value of contingent consideration | (1,856) | (1,005) | 1,029 |
Change in fair value of interest rate swap of consolidated VIE | 18,687 | ||
Gain on sale of property, plant and equipment | (170) | (32,510) | |
Gain on sale of investment in real estate | (1,474) | ||
Deferred income taxes | 15,160 | 3,363 | 6,860 |
Deferred compensation | (1,470) | (436) | 41 |
Net pension benefit | (833) | (1,337) | (2,770) |
Loss on extinguishment of debt | 16,090 | ||
Other items | 2,202 | ||
Changes in operating assets and liabilities, net of effects from acquisitions | |||
Accounts receivable | (35,177) | 44,473 | (34,762) |
Contract assets | 84,899 | (83,697) | |
Inventories | (19,720) | (31,544) | 3,023 |
Prepaid expenses and other current assets | 6,443 | 5,317 | (15,455) |
Long-term financing receivables | (133,894) | (56,575) | |
Long-term capitalized contract costs | (29,552) | ||
Operating lease right of use assets | (9,715) | ||
Accounts payable and other current liabilities | (3,031) | 27,792 | 30,423 |
Contract liabilities | 27,531 | (15,359) | 21,566 |
Income taxes | (8,610) | (17,268) | (361) |
Operating lease liability | 6,894 | ||
Other items, net | (55,546) | 12,125 | (18,167) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES FROM CONTINUING OPERATIONS | (8,291) | (31,851) | 8,589 |
NET CASH PROVIDED BY OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS | 3,417 | 10,376 | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (4,874) | (31,851) | 18,965 |
Investing Activities: | |||
Acquisition of businesses, net of cash acquired | (234,788) | (393,908) | (16,322) |
Proceeds from sale of property, plant and equipment | 44,891 | ||
Purchases of property, plant and equipment | (49,247) | (49,084) | (31,696) |
Proceeds from sale of investment in real estate | 2,400 | ||
Purchase of non-marketable debt and equity securities | (1,173) | (60,694) | (1,500) |
Receipt of withheld proceeds from sale of trade receivables | 5,521 | 5,500 | |
NET CASH USED IN INVESTING ACTIVITIES | (279,687) | (458,795) | (47,118) |
NET CASH PROVIDED BY INVESTING ACTIVITIES FROM DISCONTINUED OPERATIONS | 133,795 | ||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (279,687) | (458,795) | 86,677 |
Financing Activities: | |||
Proceeds from short-term borrowings | 1,100,163 | 898,000 | 269,770 |
Principal payments on short-term borrowings | (1,080,000) | (702,500) | (324,770) |
Debt extinguishment make whole payment | (15,856) | ||
Proceeds from stock issued under employee stock purchase plan | 2,493 | 1,832 | 1,517 |
Purchase of common stock | (3,707) | (3,688) | (2,449) |
Dividends paid | (8,431) | (8,414) | (7,355) |
Contingent consideration payments related to acquisitions of businesses | (820) | (1,156) | |
Equity contribution from Boston VIE partner | 1,892 | 24,349 | |
Proceeds from equity offering, net | 215,832 | ||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 340,755 | 448,497 | (31,676) |
Effect of exchange rates on cash | 5,169 | (1,838) | (2,935) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 61,363 | (43,987) | 71,031 |
Cash, cash equivalents and restricted cash at the beginning of the period | 95,621 | 139,608 | 68,577 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT THE END OF THE PERIOD | 156,984 | 95,621 | 139,608 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Withheld proceeds from the sale of trade receivables to be received in fiscal 2021 | 1,842 | ||
Delerrok Inc. | |||
Adjustments to reconcile net income to net cash used in operating activities: | |||
Change in fair value of contingent consideration | (700) | ||
Supplemental disclosure of non-cash investing and financing activities: | |||
Liability incurred/recognized in connection with the acquisition | 1,600 | ||
Nuvotronics | |||
Adjustments to reconcile net income to net cash used in operating activities: | |||
Change in fair value of contingent consideration | (4,200) | (700) | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Liability incurred/recognized in connection with the acquisition | 4,900 | ||
Shield Aviation | |||
Adjustments to reconcile net income to net cash used in operating activities: | |||
Change in fair value of contingent consideration | 1,800 | (1,800) | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Liability incurred/recognized in connection with the acquisition | 6,248 | ||
Cubic Corporation Excluding VIE | |||
Financing Activities: | |||
Proceeds from long-term borrowings | 450,000 | ||
Principal payments on long-term borrowings | (205,622) | ||
Deferred financing fees | (3,354) | (1,907) | |
VIE | |||
Financing Activities: | |||
Proceeds from long-term borrowings | 204,905 | $ 50,162 | 13,196 |
Principal payments on long-term borrowings | (92,575) | ||
Deferred financing fees | $ (9,153) | $ (4,778) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED 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 LossCumulative effect of accounting standard adoption | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interest in VIECumulative effect of accounting standard adoption | Noncontrolling Interest in VIE | Total |
Balance at Sep. 30, 2017 | $ 37,850 | $ 2,394 | $ 794,485 | $ (2,394) | $ (106,626) | $ (36,078) | |||
Balance (in shares) at Sep. 30, 2017 | 27,127 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income (loss) | 12,310 | $ (274) | $ 12,310 | ||||||
Other comprehensive loss, net of tax | (1,623) | $ (1,623) | |||||||
Stock issued under equity incentive plans (in shares) | 158 | ||||||||
Stock issued under employee stock purchase plans, value | 1,517 | ||||||||
Stock issued under employee stock purchase plans (in shares) | 26 | ||||||||
Purchase of common stock, value | (2,449) | ||||||||
Purchase of common stock (in shares) | (56) | ||||||||
Share - based compensation | 8,090 | ||||||||
Equity contribution of noncontrolling interest | 24,349 | ||||||||
Cash dividends paid | (7,355) | ||||||||
Balance at Sep. 30, 2018 | 45,008 | 19,834 | 801,834 | (110,643) | (36,078) | $ 4,655 | 24,075 | ||
Balance (in shares) at Sep. 30, 2018 | 27,255 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income (loss) | 49,694 | (9,811) | $ 49,694 | ||||||
Other comprehensive loss, net of tax | (29,050) | $ (29,050) | |||||||
Stock issued under equity incentive plans (in shares) | 145 | ||||||||
Stock issued under employee stock purchase plans, value | 1,832 | ||||||||
Stock issued under employee stock purchase plans (in shares) | 32 | ||||||||
Purchase of common stock, value | (3,688) | ||||||||
Purchase of common stock (in shares) | (49) | ||||||||
Share - based compensation | 15,488 | ||||||||
Stock issued under equity offering, net, value | 215,832 | ||||||||
Stock issued under equity offering, net (in shares) | 3,795 | ||||||||
Cash dividends paid | (8,414) | ||||||||
Balance at Sep. 30, 2019 | 274,472 | $ (824) | 862,948 | (139,693) | (36,078) | 18,919 | $ 980,568 | ||
Balance (in shares) at Sep. 30, 2019 | 31,178 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income (loss) | (3,221) | 6,592 | $ (3,221) | ||||||
Other comprehensive loss, net of tax | (9,910) | $ (9,910) | |||||||
Stock issued under equity incentive plans (in shares) | 158 | ||||||||
Stock issued under employee stock purchase plans, value | 2,493 | ||||||||
Stock issued under employee stock purchase plans (in shares) | 48 | ||||||||
Purchase of common stock, value | (3,707) | ||||||||
Purchase of common stock (in shares) | (55) | ||||||||
Share - based compensation | 22,728 | ||||||||
Equity contribution of noncontrolling interest | 1,892 | ||||||||
Cash dividends paid | (8,431) | ||||||||
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 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | |||
Cash dividends paid, per share of common stock | $ 0.27 | $ 0.27 | $ 0.27 |
Summary of Significant Accounti
Summary of Significant Accounting Polices | 12 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Polices | |
Summary of Significant Accounting Polices | CUBIC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2020 NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of the Business: We have historically operated in three reportable business segments: Cubic Transportation Systems (CTS), Cubic Global Defense Systems (CGD), and Cubic Mission Solutions (CMS). In August 2020, we implemented a plan to realign and combine our CMS segment with our CGD segment into Cubic Mission and Performance Solutions (CMPS). The realignment will leverage common technologies across the combined defense business, enhance collaboration and customer intimacy globally, reduce complexity and costs, and increase organizational efficiency. We performed an assessment of our operating segments and reportable segments as of September 30, 2020, which is based upon factors such as the nature of the business activities and customers, and the nature of the information presented to our chief operating decision maker. Based on this assessment, we have concluded that CTS, CMS and CGD each remain separate operating segments and reportable segments as of September 30, 2020. In fiscal 2018 we sold our legacy services business, CGD Services. The operating results, assets, liabilities, and cash flows of CGD Services in our consolidated financial statements have been classified as discontinued operations for all periods presented. Refer to “Note 2 – Acquisitions and Divestitures” for additional information about the sale of CGD Services and the related discontinued operation classification and “Note 16 – Business Segment Information” for additional information and disclosures of our operating and reportable segments. Principles of Consolidation: Foreign Currency Transactions and Translation Transactions denominated in currencies other than our own subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in our Consolidated Balance Sheets related to such transactions result in transaction gains and losses that are reflected in our Consolidated Statements of Operations as a component of other income (expense). Total transaction gains and losses, which are related primarily to advances to foreign subsidiaries and advances between foreign subsidiaries amounted to a gain of $2.4 million in 2020, a gain of $0.7 million in 2019 and a loss of $2.2 million in 2018. Use of Estimates: in business combinations, and estimated rates of return and discount rates related to our defined benefit pension plans. Actual results could differ from our estimates. Revenue Recognition: Revenue from Contracts with Customers In accordance with the modified retrospective transition method, our Consolidated Statements of Operations for the years ended September 30, 2020 and 2019 and our Consolidated Balance Sheets as of September 30, 2020 and 2019 are presented under ASC 606, while our Consolidated Statement of Operations for the year ended September 30, 2018 is presented under ASC 605, Revenue Recognition Upon adoption of ASC 606, we recorded a net increase to shareholders’ equity of $24.5 million, which includes the acceleration of net sales of approximately $114.9 million and related cost of sales of $90.4 million. The adjustment to shareholders’ equity primarily relates to multiple element transportation contracts that previously required the deferral of revenue and costs during the design and build phase, as the collection of all customer payments occurs during the subsequent operate and maintain phase. Under ASC 606, deferral of such revenue and costs is not appropriate. In addition, the adjustment to shareholders’ equity is attributed to contracts previously accounted for under the units-of-delivery method, which are now recognized under ASC 606 earlier in the performance period as costs are incurred, as opposed to when the units are delivered under ASC 605. In accordance with the modified retrospective transition provisions of ASC 606, we will not recognize any of the accelerated net sales and related cost of sales through October 1, 2018 in our Consolidated Statements of Operations for any historical or future period. We generate revenue from the sale of integrated solutions such as mass transit fare collection systems, air and ground combat training systems, and products with C4ISR capabilities. A significant portion of our revenues are generated from long-term fixed-price contracts with customers that require us to design, develop, manufacture, modify, upgrade, test and integrate complex systems according to the customer’s specifications. We also generate revenue from services we provide, such as the operation and maintenance of fare systems for mass transit customers and the support of specialized military training exercises mainly for international customers. Our contracts are primarily with the U.S. government, state and local municipalities, international government customers, and international local municipal transit agencies. We classify sales as products or services in our Consolidated Statements of Operations based on the attributes of the underlying contracts. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For certain contracts that meet the foregoing requirements, primarily international direct commercial sale contracts, we are required to obtain certain regulatory approvals. In these cases where regulatory approval is required in addition to approval from both parties, we recognize revenue based on the likelihood of obtaining timely regulatory approvals based upon all known facts and circumstances. To determine the proper revenue recognition method, we evaluate each contractual arrangement to identify all performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of our contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is therefore, not distinct. These contractual arrangements either require the use of a highly specialized engineering, development and manufacturing process to provide goods according to customer specifications or represent a bundle of contracted goods and services that are integrated and together represent a combined output, which may include the delivery of multiple units. Some of our contracts have multiple performance obligations, primarily (i) related to the provision of multiple goods or services or (ii) due to the contract covering multiple phases of the product lifecycle (for instance: development and engineering, production, maintenance and support). For contracts with more than one performance obligation, we allocate the transaction price to the performance obligations based upon their relative standalone selling prices. For such contracts we evaluate whether the stated selling prices for the products or services represent their standalone selling prices. In cases where a contract requires a customized good or service, our primary method used to estimate the standalone selling price is the expected cost plus a margin approach. In cases where we sell a standard product or service offering, the standalone selling price is based on an observable standalone selling price. A number of our contracts with the U.S. government, including contracts under the U.S. Department of Defense’s Foreign Military Sales program (FMS Contracts), are subject to the Federal Acquisition Regulations (FAR) and the price is typically based on estimated or actual costs plus a reasonable profit margin. As a result of these regulations, the standalone selling price of products or services in our contracts with the U.S. government and FMS Contracts are typically equal to the selling price stated in the contract. Therefore, we typically do not need to allocate (or reallocate) the transaction price to multiple performance obligations in our contracts with the U.S. government. The majority of our sales are from performance obligations satisfied over time. Sales are recognized over time when control is continuously transferred to the customer during the contract or the contracted good does not have alternative use to us. For U.S. government contracts, the continuous transfer of control to the customer is supported by contract clauses that provide for (i) progress or performance-based payments or (ii) the unilateral right of the customer to terminate the contract for its convenience, in which case we have the right to receive payment for costs incurred plus a reasonable profit for products and services that do not have alternative uses to us. Our contracts with international governments and local municipal transit agencies contain similar termination for convenience clauses, or we have a legally enforceable right to receive payment for costs incurred and a reasonable profit for products or services that do not have alternative uses to us. For those contracts for which control transfers over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. For our design and build type contracts, we generally use the cost-to-cost measure of progress because it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Contract costs include material, labor and subcontracting costs, as well as an allocation of indirect costs, and are generally expensed as incurred for these contracts. For contracts with the U.S. government, general and administrative costs are included in contract costs; however, for purposes of revenue measurement, general and administrative costs are not considered contract costs for any other customers. Sales from performance obligations satisfied at a point in time are typically for standard goods and are recognized when the customer obtains control, which is generally upon delivery and acceptance. Costs of sales are recorded in the period in which revenue is recognized. We record sales under cost-reimbursement-type contracts as we incur the costs. For cost-reimbursement-type contracts with the U.S. government, the FAR provides guidance on the types of costs that will be reimbursed in establishing the contract price. Sales under service contracts are generally recognized as services are performed or value is provided to our customers. We measure the delivery of value to our customers using a number of metrics including ridership, units of work performed, and costs incurred. We determine which metric represents the most meaningful measure of value delivery based on the nature of the underlying service activities required under each individual contract. In certain circumstances we recognize revenue based on the right to bill when such amounts correspond to the value being delivered in a billing cycle. Certain of our transportation systems service contracts contain service level penalties or bonuses, which we recognize in each period incurred or earned. These contract penalties or bonuses are generally incurred or earned on a monthly basis; however, certain contracts may be based on a quarterly or annual evaluation. Sales under service contracts that do not contain measurable units of work performed are recognized on a straight-line basis over the contractual service period, unless evidence suggests that the revenue is earned, or obligations fulfilled, in a different manner. Costs incurred under these service contracts are generally expensed as incurred. Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. It is common for our long-term contracts to contain bonuses, penalties, transactional variable based fees, or other provisions that can either increase or decrease the transaction price. These variable amounts generally are incurred or earned upon certain performance metrics, program milestones, transactional based activities and other similar contractual events. We estimate variable consideration at the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. Our contracts contain varying billing timetables and payment terms. Typical payment terms under fixed-price design and build type contracts provide that the customer pays either performance-based payments based on the achievement of contract milestones or progress payments based on a percentage of costs we incur. For the majority of our service contracts, we generally bill on a monthly basis which corresponds with the satisfaction of our monthly performance obligation under these contracts. We recognize a liability for payments received in excess of revenue recognized, which is presented as a contract liability on the balance sheet. The portion of payments retained by the customer until final contract settlement is not considered a significant financing component because the intent is to protect the customer from our failure to adequately complete some or all of the obligations under the contract. Payments received from customers in advance of revenue recognition are not considered to be significant financing components because they are used to meet working capital demands that can be higher in the early stages of a contract. For certain of our multiple-element arrangements, the contract specifies that we will not be paid upon the delivery of certain performance obligations, but rather we will be paid when subsequent performance obligations are satisfied. Generally, in these cases we have determined that a separate financing component exists as a performance obligation under the contract. We determine the value of the embedded financing component by discounting the repayment of the financed amount over the implied repayment term using the effective interest method. This discounting methodology uses an implied interest rate which reflects the credit quality of the customer and represents an interest rate that would be similar to what we would offer the customer in a separate financing transaction. Unpaid principal and interest amounts associated with the financed performance obligation and the value of the embedded financing component are presented as long-term contracts financing receivables in our consolidated balance sheet. We recognize the allocated transaction price of the financing component as interest income over the implied financing term. For fixed-price and cost-reimbursable contracts, we present revenues recognized in excess of billings as contract assets on the balance sheet. Amounts billed and due from our customers under both contract types are classified as receivables on the balance sheet. We only include amounts representing contract change orders, claims or other items in the contract value when we believe the rights and obligations become enforceable. Contract modifications routinely occur to account for changes in contract specifications or requirements. In most cases, contract modifications are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract. Transaction price estimates include additional consideration for submitted contract modifications or claims when we believe there is an enforceable right to the modification or claim, the amount can be reliably estimated, and its realization is reasonably assured. Amounts representing modifications accounted for as part of the existing contract are included in the transaction price and recognized as an adjustment to sales on a cumulative catch-up basis. In addition, we are subject to audits of incurred costs related to many of our U.S. government contracts. These audits could produce different results than we have estimated for revenue recognized on our cost-based contracts with the U.S. government; however, our experience has been that our costs are acceptable to the government. Contract Estimates modifications occur. The impact of revisions in profit or loss estimates are recognized on a cumulative catch-up basis in the period in which the revisions are made. The revisions in contract estimates, if significant, can materially affect our results of operations and cash flows, and in some cases result in liabilities to complete contracts in a loss position. Refer to “Note 4 – Revenue Recognition” for the aggregate impact of net changes in contract estimates. Backlog Disaggregation of Revenue Cash Equivalents Restricted Cash: Accounts Receivable: Contract Assets: Inventories: Property, Plant and Equipment: Certain costs incurred in the development of internal-use software and software applications, including external direct costs of materials and services and applicable compensation costs of employees devoted to specific software development, are capitalized as computer software costs. Costs incurred outside of the application development stage are expensed as incurred. The amounts capitalized are included in property, plant and equipment and are depreciated on a straight-line basis over the estimated useful life of the software, which ranges from three Goodwill and Purchased Intangibles: Impairment of Long-Lived Assets: Recognizing assets acquired and liabilities assumed in a business combination: Contract Liabilities Contingencies: Derivative Financial Instruments: is offset against the change in the fair value of the underlying hedged item and only the ineffective portion of the hedge, if any, is recognized in earnings. If a derivative is designated as a cash flow hedge, both the effective and ineffective portions of a change in the fair value of the derivative is recognized as a component of accumulated other comprehensive income (loss) until the underlying hedged item is recognized in earnings, or the forecasted transaction is no longer probable of occurring. We formally document all hedging relationships for all derivative hedges and the underlying hedged items, as well as the risk management objectives and strategies for undertaking the hedge transactions. We classify the fair value of all derivative contracts as current or noncurrent assets or liabilities, depending on the realized and unrealized gain or loss position of the hedged contract at the balance sheet date, and the timing of future cash flows. The cash flows from derivatives treated as hedges are classified in the consolidated statements of cash flows in the same category as the item being hedged. Defined Benefit Pension Plans: Comprehensive Income (Loss): Research and Development (R&D): Stock-Based Compensation: Income Taxes Net Income (Loss) Per Share: 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-based vesting, no common equivalent shares are included in the computation of diluted EPS until the related performance criteria have been met. 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 restricted stock units 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): Years Ended September 30, 2020 2019 2018 Weighted average shares - basic 31,299 30,495 27,229 Effect of dilutive securities — 111 122 Weighted average shares - diluted 31,299 30,606 27,351 Number of anti-dilutive securities 1,064 — — Recent Accounting Pronouncements: Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (ASU) 2016-02, Leases (commonly known as ASC 842). Under the guidance, lessees are required to recognize the following for all leases (with the exception of short-term leases): (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We adopted ASC 842 on October 1, 2019 using the optional transition method and, as a result, did not recast prior period unaudited comparative financial statements. All prior period amounts and disclosures are presented under ASC 840, Leases , the legacy lease accounting guidance. We elected the practical expedients which provide that entities need not reassess whether existing contracts contain a lease, lease classification of existing leases, or the treatment of initial direct costs on existing leases. On October 1, 2019, we recorded a right-of-use asset of $80.0 million and a lease liability of $88.0 million in our consolidated balance sheets. We also recorded a $0.8 million decrease in retained earnings related to the adoption of ASC 842. The adoption of the standard did not have a material impact on our consolidated statements of operations or consolidated statements of cash flows. Recent Accounting Pronouncements – Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . In August 2018, the FASB issued ASU 2018-13 , Fair Value Measurement - Disclosure Framework (Topic 820) In August 2018, the FASB issued ASU 2018-14, Defined Benefit Plans - Disclosure Framework (Topic 715) In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract (Subtopic 350-24) In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Sep. 30, 2020 | |
Acquisitions and Divestitures | |
Acquisitions and Divestitures | NOTE 2—ACQUISITIONS AND DIVESTITURES Sale of CGD Services On May 31, 2018, we sold our Cubic Global Defense Services (“CGD Services”) business to Nova Global Supply & Services, LLC (Purchaser), an entity affiliated with GC Valiant, LP. In accordance with the terms of the stock purchase agreement executed in connection with the transaction, the Purchaser agreed to pay us $135.0 million in cash upon the closing of the transaction, adjusted for the estimated working capital of CGD Services at the date of the sale compared to a working capital target established by the parties. In fiscal 2018, we received $133.8 million in connection with the sale and we recorded a receivable from the Purchaser for the estimated amount due related to the working capital settlement. Subsequent to the close of the sale we have worked with the Purchaser and revised certain estimates related to the working capital settlement and have recognized insignificant gains and losses in connection with the settlement revisions. In fiscal 2020, we settled the working capital receivable with the purchaser and received cash of $2.7 million. The operations and cash flows of CGD services through May 31, 2018 are reflected in our financial statements as discontinued operations on a net basis. The loss recognized on the sale during fiscal 2018 and subsequent working capital adjustments are likewise classified as discontinued operations. 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. Cubic Transportation Systems (“CTS”) 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. Our purchase agreement included an option to purchase the remaining 82.5% of Delerrok’s outstanding shares of common stock, which we exercised in November 2019. acquisition through December 31, 2020. Prior to the acquisition of all of Delerrok’s outstanding shares of common stock, we accounted for our investment in Delerrok using the cost method of accounting. We began consolidating Delerrok in our financial statements effective January 3, 2020. The estimated acquisition-date fair value of consideration is $45.1 million. The acquisition was financed primarily with proceeds from draws on our line of credit and is comprised of total cash paid of $43.5 million plus the estimated fair value of contingent consideration of $1.6 million. The following table summarizes the estimated 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) (0.2) Deferred tax liability (2.0) Net identifiable assets acquired 14.5 Goodwill 30.6 Net assets acquired $ 45.1 The estimated fair values of assets acquired and liabilities assumed, including purchased intangibles, are preliminary estimates pending the finalization of our detailed valuation analyses and necessary calculations. The estimated 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 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. Prior Fiscal Years Acquisitions In January 2019 and October 2018, respectively, we acquired all of the outstanding shares of capital stock of GRIDSMART Technologies, Inc. (“GRIDSMART”), a provider of differentiated video tracking solutions and Advanced Trafficware Solutions, Inc. (“Trafficware”), a provider of intelligent traffic solutions. The acquisition date fair-value of consideration was $86.8 million for GRIDSMART and $237.2 million for Trafficware. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed (in millions): GRIDSMART Trafficware Technology $ 25.7 $ 43.3 Customer relationships 3.6 21.9 Backlog — 4.8 Trade name 2.4 4.6 Inventory 4.3 9.9 Accounts receivable 1.7 10.4 Accounts payable and accrued expenses (1.9) (9.5) Deferred taxes (3.3) — Other net assets acquired (liabilities assumed) 0.5 (2.0) Net identifiable assets acquired 33.0 83.4 Goodwill 53.8 153.8 Net assets acquired $ 86.8 $ 237.2 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 and are being amortized using straight-line methods based on the expected period of undiscounted cash flows that will be generated by the assets. The average useful life of these assets is eight years for GRIDSMART and seven years for Trafficware. The goodwill resulting from these acquisitions consists primarily of the synergies expected from combining the operations of GRIDSMART and Trafficware with our existing CTS business, and strengthening our capability of developing and integrating products in our CTS portfolio. The resulting goodwill from each acquisition also includes the value of the assembled workforce that became our employees following the close of the acquisition. The amounts recorded as goodwill are allocated to our CTS segment and are not expected to be deductible for tax purposes. Operating Results The sales and results of operations from Delerrok, GRIDSMART and Trafficware included in our operating results were as follows (in millions): September 30, 2020 Delerrok GRIDSMART Trafficware Sales $ 1.7 $ 27.8 $ 56.0 Operating income (loss) (2.4) 3.6 (3.6) Net income (loss) after taxes (2.4) 3.6 (3.6) September 30, 2019 Delerrok GRIDSMART Trafficware Sales $ — $ 20.6 $ 53.8 Operating income (loss) — 0.9 (11.0) Net income (loss) after taxes — 0.9 (11.0) The operating results above included the following amounts (in millions): September 30, 2020 Delerrok GRIDSMART Trafficware Amortization $ 1.3 $ 5.3 $ 11.4 Acquisition-related expenses 1.6 0.7 1.1 (Gain) loss for changes in fair value of contingent consideration (0.7) — — September 30, 2019 Delerrok GRIDSMART Trafficware Amortization $ — $ 4.0 $ 15.3 Acquisition-related expenses — 2.9 5.2 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 GRIDSMART Trafficware 2021 $ 1.7 $ 3.9 $ 11.4 2022 1.6 3.5 11.4 2023 1.6 3.5 6.4 2024 1.6 3.5 5.9 2025 1.6 3.5 5.9 Thereafter 6.4 4.6 6.9 Cubic Mission Solutions (“CMS”) 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. 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 CMS business, and strengthening our capability of developing and integrating products in our CMS 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 CMS segment and is not expected to be deductible for tax purposes. Prior Fiscal Years Acquisitions In March 2019 and July 2018, respectively, we acquired all of the outstanding shares of capital stock of Nuvotronics, Inc. (“Nuvotronics”), a provider of microfabricated radio frequency products, and Shield Aviation, Inc. (“Shield”), a provider of autonomous aircraft systems (AAS) for intelligence, surveillance and reconnaissance services. The acquisition date fair-value of consideration was $66.8 million for Nuvotronics and $12.8 million for Shield. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed (in millions): Nuvotronics Shield Technology $ 22.7 $ 6.0 Backlog and customer relationships 2.0 — Trade name 1.5 — Non-compete agreements 0.5 — Accounts receivable and contract assets 2.6 — Fixed assets 2.7 — Accounts payable and accrued expenses (1.8) — Deferred taxes (3.2) — Other net assets acquired (liabilities assumed) (0.6) 0.3 Net identifiable assets acquired 26.4 6.3 Goodwill 40.4 6.5 Net assets acquired $ 66.8 $ 12.8 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 and are being amortized using straight-line methods based on the expected period of undiscounted cash flows that will be generated by the assets. The average useful life of these assets is nine years for Nuvotronics and eight years for Shield. The goodwill resulting from these acquisitions consists primarily of the synergies expected from combining the operations of Nuvotronics and Shield with our existing CMS business, and strengthening our capability of developing and integrating products in our CMS portfolio. The resulting goodwill from each acquisition also includes the value of the assembled workforce that became our employees following the close of the acquisition. The amounts recorded as goodwill are allocated to our CMS segment and are not expected to be deductible for tax purposes. Operating Results Pixia’s, Nuvotronics’, and Shield’s sales and results of operations included in our operating results were as follows (in millions): September 30, 2020 Pixia Nuvotronics Shield Sales $ 23.4 $ 13.5 $ — Operating loss (9.2) (9.8) (6.5) Net loss after taxes (9.2) (9.8) (6.5) September 30, 2019 Pixia Nuvotronics Shield Sales $ — $ 7.4 $ — Operating loss — (6.9) (5.3) Net loss after taxes — (6.9) (5.3) Pixia’s, Nuvotronics’, and Shield’s operating results above included the following amounts (in millions): September 30, 2020 Pixia Nuvotronics Shield Amortization $ 21.5 $ 4.0 $ 0.8 Acquisition-related expenses 4.2 1.7 — (Gain) loss for changes in fair value of contingent consideration — (4.2) 1.8 September 30, 2019 Pixia Nuvotronics Shield Amortization $ — $ 1.2 $ 0.8 Acquisition-related expenses — 3.7 — Gain for changes in fair value of contingent consideration — (0.7) (1.8) Shield did not have material operating results in the year ended September 30, 2018. The estimated amortization expense related to the intangible assets recorded in connection with these acquisitions is as follows (in millions): Year Ending September 30, Pixia Nuvotronics Shield 2021 $ 28.7 $ 3.0 $ 0.8 2022 12.7 3.0 0.8 2023 7.3 2.9 0.8 2024 7.3 2.7 0.8 2025 7.3 2.5 0.8 Thereafter 3.2 7.6 0.6 Pro Forma Information The following unaudited pro forma information presents our consolidated results of operations as if Pixia, Nuvotronics, Shield, Delerrok, GRIDSMART, and Trafficware had been included in our consolidated results since October 1, 2018 (in millions): Year Ended September 30, 2020 2019 Net sales $ 1,480.5 $ 1,540.3 Net income (loss) $ (12.5) $ 26.4 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, 2018, and it does not purport to project our future operating results. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Sep. 30, 2020 | |
Variable Interest Entities | |
Variable Interest Entities | NOTE 3—VARIABLE INTEREST ENTITIES In accordance with ASC 810, Consolidation, 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 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 a number of the provisions of the Original MBTA Contract as described below. Under the Original MBTA Contract, MBTA was scheduled to make fixed payments to Boston OpCo of $558.5 million, adjusted for incremental transaction-based fees, inflation and performance penalties over a ten-year operate and maintain phase. All of Boston OpCo’s contractual responsibilities under the Original MBTA Contract regarding the design and development and the operation and maintenance of the fare system were subcontracted to Cubic by Boston OpCo. Under its subcontract with Boston OpCo, Cubic was scheduled to receive fixed payments of $427.6 million, adjusted for incremental transaction-based fees, inflation, and performance penalties. The Amended MBTA Contract modified certain aspects of the Original MBTA Contract, such as extending the design and build phase to 2024, adding new functionality to the next-generation fare payment system, and increasing the scope and duration of the operate and maintain phase. In accordance with ASC 606, 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 of $24.3 million and $1.9 million, respectively, 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 September 30, 2020. Upon creation of the P3 Venture, Boston OpCo entered into a credit agreement with a group of financial institutions (the “Boston OpCo Credit Agreement”), which included a long-term credit facility of up to $212.4 million and a revolving credit facility. In connection with the execution of the Amended MBTA Contract in June 2020, 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 to replace the facilities in the Boston OpCo Credit Agreement. At closing of the Boston OpCo Amended Credit Agreement, Boston OpCo retired and paid the outstanding principal balance of $92.6 million plus accrued interest of $7.4 million due under the Boston OpCo Credit Agreement. 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 2.5%. Boston OpCo incurred debt issuance and modification costs of $9.2 million during 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 $17.2 million and $8.8 million at September 30, 2020 and 2019, respectively. The revolving credit facility allows for draws up to a maximum aggregate amount of $15.8 million during the operate and maintain phase of the Amended MBTA Contract. Boston OpCo’s debt is nonrecourse with respect to Cubic and our subsidiaries. The fair value of the long-term debt facility approximates its carrying amount. The Boston OpCo Amended Credit Agreement contains a number of covenants which require that Boston OpCo and Cubic maintain progress on the delivery within a specified timeline and budget and provide regular reporting on such progress. It 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. In connection with the Boston OpCo Credit Agreement, Boston OpCo entered into pay-fixed/receive-variable interest rate swaps with a group of financial institutions to mitigate variable interest rate risk associated with its long-term debt facility. Upon execution of the Boston OpCo Amended Credit Agreement, Boston OpCo terminated these interest rate swaps and paid termination costs of $34.4 million to the counterparties. The termination payments are included in cash flows used in operating activities in our Consolidated Statements of Cash Flows. 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 September 30, 2020 and 2019, the outstanding notional principal amounts on open interest rate swaps were $194.0 million and $137.4 million, respectively. The fair value of Boston OpCo’s interest rate swaps was $5.9 million and $21.6 million at September 30, 2020 and 2019, respectively, and is recorded as a liability in other noncurrent liabilities in our consolidated balance sheets. As a result of changes in the fair value of its interest rate swaps, Boston OpCo recognized losses of $18.7 million and $21.6 million in 2020 and 2019, respectively. See Note 5 for a description of the measurement of fair value of derivative financial instruments, including Boston OpCo’s interest rate swaps. 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 consolidated balance sheets are as follows: September 30, 2020 2019 (in thousands) Cash $ 1,065 $ 347 Restricted cash 1,822 9,967 Other current assets 31 33 Long-term contracts financing receivable 221,245 115,508 Other noncurrent assets — 1,419 Total assets $ 224,163 $ 127,274 Trade accounts payable $ 49 $ 25 Accrued compensation and other current liabilities 85 191 Due to Cubic 27,259 25,143 Other noncurrent liabilities 5,890 21,605 Long-term debt 163,348 61,994 Total liabilities $ 196,631 $ 108,958 Total Cubic equity 129 (603) Noncontrolling interests 27,403 18,919 Total liabilities and owners' equity $ 224,163 $ 127,274 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 Consolidated Statements of Operations are as follows (in thousands): Years Ended September 30, 2020 2019 2018 Revenue $ 29,055 $ 11,211 $ — Operating income 27,914 9,923 — Other income (expense), net (19,954) (21,592) — Interest income 6,066 3,704 — Interest expense (6,698) (2,946) — |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition | |
Revenue Recognition | Note 4 — Revenue Recognition Contract Estimates As described in Note 1 above, many of our contracts are accounted for on the percentage-of-completion cost-to-cost method, under which the impact of revisions in profit or loss estimates are recognized on a cumulative catch-up basis in the period in which the revisions are made. The aggregate impact of net changes in contract estimates to our operating results are presented in the table below (in thousands, except per share amounts): Years Ended September 30, 2020 2019 2018 Operating income (loss) $ 7,527 $ (2,235) $ (6,986) Net loss from continuing operations attributable to Cubic (8,131) (2,351) (5,146) Diluted loss per share attributable to Cubic (0.26) (0.08) (0.19) For the year ended September 30, 2020, operating income increased by $17.2 million and $14.0 million due to changes in estimates recognized by Boston OpCo and CTS respectively, related to the Amended MBTA Contract. Operating income (loss) reflects 100% of Boston OpCo’s change in contract estimates. However, because we only own 10% of Boston OpCo, net loss from continuing operations attributable to Cubic reflects only 10% of Boston OpCo’s change in contract estimates. See “Note 3 – Variable Interest Entities” for further details. This increase was partially offset by losses from incremental investments in technologies being developed for certain secure communications contracts. Backlog As of September 30, 2020, our ending backlog was $3.667 billion, compared to $3.401 billion at September 30, 2019. We expect to recognize approximately 30% of our September 30, 2020 backlog over the next 12 months as revenue, and approximately 45% over the next 24 months as revenue, with the remainder recognized thereafter. Accounts Receivable The components of accounts receivable are as follows (in thousands): September 30, 2020 2019 Accounts receivable Billed $ 161,473 $ 127,406 Allowance for doubtful accounts (1,498) (1,392) Net accounts receivable $ 159,975 $ 126,014 Amounts billed include $82.2 million and $60.3 million due on U.S. federal government contracts at September 30, 2020 and September 30, 2019, 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 Consolidated Balance Sheet in any period presented. As of September 30, 2020 and 2019, we sold $18.4 million and $31.1 million, respectively, of outstanding trade receivables to financial institutions. During fiscal 2020, we received $5.5 million related to withheld proceeds from receivables we sold as of September 30, 2019, which is included in cash provided by investing activities in our Consolidated Statements of Cash Flows. Contract Assets and Liabilities Contract assets and contract liabilities were as follows (in thousands): September 30, 2020 2019 Contract assets $ 268,773 $ 349,559 Contract liabilities $ 75,546 $ 46,170 Contract assets decreased $80.8 million during the year ended September 30, 2020, due to billings in excess of revenue recognized related to the satisfaction or partial satisfaction of performance obligations. There were no significant impairment losses related to our contract assets during the years ended September 30, 2020 and 2019. Contract liabilities increased $29.4 million during the year ended September 30, 2020, due to payments received in excess of revenue recognized on these performance obligations. During the year ended September 30, 2020, we recognized $22.8 million of our contract liabilities at October 1, 2019 as revenue. We expect our contract liabilities to be recognized as revenue over the next 24 months. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2020 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | NOTE 5—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 Consolidated Balance Sheets on a recurring basis (in thousands): September 30, 2020 September 30, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Current derivative assets $ — $ 1,398 $ — $ 1,398 $ — $ 2,635 $ — $ 2,635 Noncurrent derivative assets — 222 — 222 — 859 — 859 Total assets measured at fair value $ — $ 1,620 $ — $ 1,620 $ — $ 3,494 $ — $ 3,494 Liabilities Current derivative liabilities — 4,557 — 4,557 — 529 — 529 Noncurrent derivative liabilities — 14,070 — 14,070 — 228 — 228 Contingent consideration to seller of H4 Global — — 1,148 1,148 — — 1,073 1,073 Contingent consideration to seller of Deltenna — — 3,004 3,004 — — 1,787 1,787 Contingent consideration to seller of Shield — — 5,566 5,566 — — 3,814 3,814 Contingent consideration to seller of Nuvotronics — — — — — — 4,200 4,200 Contingent consideration to seller of Delerrok — — 900 900 — — — — Total liabilities measured at fair value $ — $ 18,627 $ 10,618 $ 29,245 $ — $ 757 $ 10,874 $ 11,631 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 September 30, 2020, we have the following remaining contingent consideration arrangements with the sellers of companies which we acquired: H4 Global: consideration was determined based on the remaining value of contracts entered into through September 30, 2020 for which the related consideration payment had yet to be paid to the sellers. Deltenna Shield Nuvotronics 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 September 30, 2020, the following table summarizes the change in fair value of our Level 3 contingent consideration liabilities (in thousands): H4 Global Deltenna Shield Nuvotronics Delerrok TeraLogics Total Balance as of September 30, 2018 $ 665 $ 1,081 $ 5,618 $ — $ — $ 1,750 $ 9,114 Initial measurement recognized at acquisition — — — 4,900 — — 4,900 Cash paid to seller (385) — — — — (1,750) (2,135) Adjustment to the provisional acquisition date valuation — — — — — — — Total remeasurement (gain) loss recognized in earnings 793 706 (1,804) (700) — — (1,005) Balance as of September 30, 2019 $ 1,073 $ 1,787 $ 3,814 $ 4,200 $ — $ — $ 10,874 Initial measurement recognized at acquisition — — — — 1,600 — 1,600 Cash paid to seller — — — — — — — Adjustment to the provisional acquisition date valuation — — — — — — — Total remeasurement (gain) loss recognized in earnings 75 1,217 1,752 (4,200) (700) — (1,856) Balance as of September 30, 2020 $ 1,148 $ 3,004 $ 5,566 $ — $ 900 $ — $ 10,618 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 September 30, 2020. In fiscal 2019 and 2020, we invested $5.0 million and $1.2 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 losses was $1.1 million and $0.3 million for the years ended September 30, 2020 and September 30, 2019, respectively, and is included in other income (expense), net in our Consolidated Statements of Operations. Our investment balance is included within other assets in our Consolidated Balance Sheet and amounted to $5.6 million and $5.3 million at September 30, 2020 and September 30, 2019. We did not have any significant non-financial assets or liabilities measured at fair value on a non-recurring basis in 2020, 2019 or 2018 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 14. |
Inventories
Inventories | 12 Months Ended |
Sep. 30, 2020 | |
Inventories | |
Inventories | NOTE 6—INVENTORIES Inventories consist of the following (in thousands): September 30, 2020 2019 Finished products $ 14,838 $ 10,905 Work in process and inventoried costs under long-term contracts 73,076 46,951 Materials and purchased parts 39,337 48,938 Net inventories $ 127,251 $ 106,794 At September 30, 2020, work in process and inventoried costs under long-term contracts includes approximately $5.3 million in costs incurred outside the scope of work or in advance of a contract award compared to $5.8 million at September 30, 2019. We believe it is probable that we will recover the costs inventoried at September 30, 2020, plus a profit margin, under contract change orders or awards within the next year. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | NOTE 7—PROPERTY, PLANT AND EQUIPMENT Significant components of property, plant and equipment are as follows (in thousands): September 30, 2020 2019 Land and land improvements $ 7,423 $ 7,348 Buildings and improvements 49,716 48,191 Machinery and other equipment 132,962 107,297 Software 121,890 108,526 Leasehold improvements 22,295 17,064 Construction and internal-use software development in progress 21,409 16,814 Accumulated depreciation and amortization (189,394) (160,271) $ 166,301 $ 144,969 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 will own the buildings, and we will lease the property for a term of five years upon their completion. In the third quarter of fiscal 2019 we sold the land and buildings comprising our separate CTS campus in San Diego and entered into a lease with the buyer until the new buildings on our corporate campus are ready for occupancy in fiscal 2021. In the third quarter of fiscal 2019 we also sold land and buildings in Orlando, Florida and we are entering a lease for new space in Orlando to accommodate our employees and operations in Orlando. In connection with the sale of these real estate campuses we received total net proceeds of $44.9 million and recognized net gains on the sales totaling $32.5 million. As a part of our efforts to upgrade our current information systems, early in fiscal 2015 we purchased new enterprise resource planning (ERP) software and began the process of designing and configuring this software and other software applications to manage our operations. Costs incurred in the development of internal-use software and software applications, including external direct costs of materials and services and applicable compensation costs of employees devoted to specific software development, are capitalized as computer software costs. Costs incurred outside of the application development stage, or that are types of costs that do not meet the capitalization requirements, are expensed as incurred. Amounts capitalized are included in property, plant and equipment and are amortized on a straight-line basis over the estimated useful life of the software, which ranges from three Through September 30, 2020 we have incurred costs of $140.0 million related to the purchase and development of our ERP system, including $1.1 million, $3.1 million, and $22.5 million of costs incurred during fiscal years 2020, 2019 and 2018, respectively. We have capitalized $1.1 million, $1.6 million, and $7.5 million of qualifying software development costs as internal-use software development in progress during fiscal years 2020, 2019, and 2018, respectively. In fiscal 2019 and 2018, we recognized expense of $1.5 million and $15.0 million, respectively, for costs that did not qualify for capitalization. Amounts that were expensed in connection with the development of these systems are classified within selling, general and administrative expenses in the Consolidated Statements of Operations. Various components of our ERP system became ready for their intended use and were placed into service at various times from fiscal 2016 through fiscal 2020. As each component became ready for its intended use, the component’s costs were transferred into completed software and we began amortizing these costs over their seven-year estimated useful life using the straight-line method. We continue to capitalize costs associated with the development of other ERP components that are not yet ready for their intended use. Our provisions for depreciation of plant and equipment and amortization of leasehold improvements and software amounted to $29.2 million, $22.6 million and $19.5 million in 2020, 2019 and 2018, respectively. Generally, we use straight-line methods for depreciable real property over estimated useful lives ranging from 15 to 39 years or for leasehold improvements, the term of the underlying lease if shorter than the estimated useful lives. We typically use accelerated methods (declining balance) for machinery and equipment and software other than our ERP system over estimated useful lives ranging from 5 to 10 years . |
Goodwill and Purchased Intangib
Goodwill and Purchased Intangible Assets | 12 Months Ended |
Sep. 30, 2020 | |
Goodwill and Purchased Intangible Assets | |
Goodwill and Purchased Intangible Assets | NOTE 8—GOODWILL AND PURCHASED INTANGIBLE ASSETS Changes in goodwill for the two years ended September 30, 2020 are as follows (in thousands): Cubic Transportation Cubic Mission Cubic Global Systems Solutions Defense Systems Total Net balances at October 1, 2018 $ 49,786 $ 138,127 $ 145,713 $ 333,626 Reassignment on April 1, 2019 — 3,428 (3,428) — Acquisitions 206,988 40,392 — 247,380 Foreign currency exchange rate changes (2,182) (523) (204) (2,909) Net balances at September 30, 2019 254,592 181,424 142,081 578,097 Acquisitions 31,224 173,035 — 204,259 Foreign currency exchange rate changes 1,852 478 196 2,526 Net balances at September 30, 2020 $ 287,668 $ 354,937 $ 142,277 $ 784,882 In fiscal 2019, we reorganized our reporting structure to move our wireless infrastructure business from CGD to CMS and reassigned $3.4 million We complete our annual goodwill impairment test each year as of July 1 separately for our CTS, CMS and CGD reporting units. The test for goodwill impairment is a two-step process. The first step of the test is performed by comparing the fair value of each reporting unit to its carrying amount, including recorded goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step is performed to measure the amount of the impairment, if any, by comparing the implied fair value of goodwill to its carrying amount. Any resulting impairment determined would be recorded in the current period. For our 2020 impairment test, the estimated fair value of all three of our reporting units exceeded their respective carrying amounts. As such, there was no impairment of goodwill in 2020. Significant management judgment is required in the forecast of future operating results that are used in our impairment analysis. The estimates we used are consistent with the plans and estimates that we use to manage our business. For our CMS reporting unit, significant assumptions utilized in our discounted cash flow approach included continued sales growth and margin expansion due to our expectation that businesses recently acquired by this reporting unit will achieve growth at higher rates than the unit’s legacy operations. Purchased Intangible Assets: September 30, 2020 September 30, 2019 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Contract and program intangibles $ 189,419 $ (157,145) $ 32,275 $ 181,903 $ (138,497) $ 43,406 Other purchased intangibles 253,449 (75,362) 178,086 155,608 (33,401) 122,207 Total $ 442,868 $ (232,507) $ 210,361 $ 337,511 $ (171,898) $ 165,613 Total amortization expense for 2020, 2019 and 2018 was $59.3 million, $42.1 million and $27.1 million, respectively. The table below shows our expected amortization of purchased intangibles as of September 30, 2020, for each of the next five years and thereafter (in thousands): Transportation Cubic Mission Systems Solutions Total 2021 $ 17,732 $ 42,996 $ 60,728 2022 17,101 23,954 41,055 2023 11,960 16,508 28,468 2024 11,404 14,534 25,939 2025 11,304 13,071 24,375 Thereafter 18,187 11,610 29,796 $ 87,688 $ 122,673 $ 210,361 |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
Sep. 30, 2020 | |
Financing Arrangements | |
Financing Arrangements | NOTE 9—FINANCING ARRANGEMENTS Long-term debt consists of the following (in thousands): September 30, 2020 2019 Term Loan from a group of financial institutions $ 444,375 $ — Senior unsecured notes payable — 200,000 Less unamortized debt issuance costs (3,010) (176) Less current portion (11,250) (10,714) $ 430,115 $ 189,110 Maturities of our long-term debt are as follows: 2021 — $11.3 million; 2022 — $16.9 million; 2023 — $28.1 million; 2024 — $33.8 million; 2025 — $354.4 million. At September 30, 2019, we had $200.0 million of outstanding senior unsecured notes bearing interest rates ranging from 3.35% to 3.93% as well as $226.5 million outstanding under an $800.0 million committed revolving credit agreement with a group of financial institutions. 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 September 30, 2020, the weighted average interest rate on outstanding borrowings under the Credit Facility was 2.15%. The Credit Facility is unsecured, but it is required to be 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 September 30, 2020 have an interest rate of approximately 2.74% and the outstanding notional principal amounts of $500.0 million. See Note 5 for a description of the measurement of fair value of our derivative financial instruments. Interest paid amounted to $20.1 million, $16.8 million and $10.0 million in fiscal 2020, 2019 and 2018, respectively. Debt issuance and modification costs of $3.4 million were incurred in connection with the execution of the Credit Facility and are recorded as a reduction to the related liability on our Consolidated Balance Sheets, and are being amortized as interest expense using the effective interest method over the stated term of the Credit Facility. At September 30, 2020, our total debt issuance costs for our Term Loan and Revolving Line of Credit had an unamortized balance of $5.6 million. The available credit under our Revolving Line of Credit is reduced by any letters of credit issued under the Credit Facility. As of September 30, 2020, there were $444.4 million of borrowings under the Term Loan and $209.0 million of borrowings under the Revolving Line of Credit. Letters of credit outstanding under the Credit Facility totaled $93.1 million at September 30, 2020, which reduced our available line of credit to $547.9 million. As of September 30, 2020, we had letters of credit and bank guarantees outstanding totaling $100.0 million, which includes the $93.1 million of letters of credit issued under the Revolving Line of Credit and $6.9 million of letters of credit issued under other facilities. The $100.0 million of letters of credit and bank guarantees includes $96.0 million that guarantees either our performance or customer advances under certain contracts and financial letters of credit totaling $4.0 million 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. Surety bonds may be used as an alternative to letters of credit. We have entered into a short-term borrowing arrangement in the United Kingdom in the amount of £20.0 million British Pounds (equivalent to approximately $25.8 million at September 30, 2020) to help meet the short-term working capital requirements of our subsidiary located in the United Kingdom. At September 30, 2020, an amount equivalent to approximately $6.7 million was outstanding under this 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 September 30, 2020 was $25.5 million and is classified as restricted cash in our 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 September 30, 2020, we were in compliance with all covenants under the Credit Facility. In December 2018, we completed an underwritten public offering of 3,795,000 shares of our common stock, including the exercise of the underwriters’ option to purchase additional shares. All shares were offered by us at a price to the public of $60.00 per share. Net proceeds were $215.8 million, after deducting underwriting discounts and commissions and offering expenses in the aggregate of $11.9 million. We used the net proceeds from the offering to repay a portion of our outstanding borrowings under our Revolving Line of Credit which had been used to finance the acquisition of Trafficware and for general corporate purposes. Our self-insurance arrangements are limited 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. Self-insurance liabilities included in accrued compensation and current liabilities in our Consolidated Balance Sheets amounted to $5.1 million and $7.4 million as of September 30, 2020 and 2019, respectively. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2020 | |
Leases | |
Leases | NOTE 10—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 leases expire at various dates through 2032 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 on our Consolidated Balance Sheets. Our lease liabilities for operating leases are included in other current liabilities for the current portion and in operating 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 costs and 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. We also sublease certain immaterial properties and sublease income is included as a reduction of rental expense. The following tables present our operating leases, related lease expenses and other information (dollars in millions): Operating Lease Portfolio September 30, 2020 Right-of-use assets $ 87.2 Lease liabilities 97.4 Weighted average remaining lease term 7.6 years Weighted average discount rate 3.0% Operating Lease Expense Year Ended September 30, 2020 Operating lease expense $ 19.2 Short-term lease expense 0.2 Variable lease expense 3.0 Total lease expense $ 22.4 Other Information Year Ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities $ 18.5 Right-of-use assets obtained in exchange for new operating lease liabilities 20.4 Maturities of Lease Liabilities Our future minimum lease commitments of our operating leases on an undiscounted basis, reconciled to the lease liability at September 30, 2020 were as follows (in millions): 2021 $ 18.4 2022 15.9 2023 13.9 2024 13.1 2025 10.9 Thereafter 37.4 Total lease payments 109.6 Less: imputed interest (12.2) Present value of operating lease liabilities $ 97.4 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, we will act as the construction agent, a financial institution will own the buildings and we will lease the property for a term of five years upon their completion expected in December 2020. 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 September 30, 2020, we were in compliance with all covenants included in these agreements. Rental expense for leases classified as operating leases under ASC 840 for the years ended September 30, 2019 and 2018 amounted to $13.3 million and $11.6 million, respectively. Sublease income for the years ended September 30, 2019 and 2018 totaled $0.2 million in each year and has been netted against rent expense. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Income Taxes | NOTE 11—INCOME TAXES The Tax Cuts and Jobs Act, as enacted by the U.S. federal government in December 2017, fundamentally changed the taxation of multinational corporations in the United States. Significant provisions impacting Cubic include global intangible low-taxed income, a new tax on income of foreign corporations, and base-erosion and anti-abuse tax (“BEAT”). BEAT provisions impose an alternative tax on applicable taxpayers with base-erosion payments greater than a de minimis threshold. On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Cares Act intended to assist with the stabilization of the U.S. domestic economy during the COVID-19 crisis and includes relief provisions for the U.S. corporate income tax system, including temporary changes to the prior and future utilization of net operation losses, acceleration of depreciation for certain qualifying improvements and relaxed limitations on the deductibility of interest. At September 30, 2020, we have made reasonable estimates of the impact of the CARES Act on our condensed consolidated statements of operations and our condensed consolidated statements of cash flows. Income (loss) from continuing operations before income taxes includes the following components (in thousands): Years Ended September 30, 2020 2019 2018 (in thousands) United States $ (66,358) $ (535) $ (51,049) Foreign 62,913 52,881 65,935 Total $ (3,445) $ 52,346 $ 14,886 Significant components of the provision (benefit) for income taxes from continuing operations are as follows: Years Ended September 30, 2020 2019 2018 (in thousands) Current: Federal $ (3,082) $ (710) $ (4,775) State 2,297 2,898 976 Foreign 9,565 10,523 19,882 Total current 8,780 12,711 16,083 Deferred: Federal (10,733) (4,553) (7,874) State (6,960) (135) 482 Foreign 2,533 3,017 (1,598) Total deferred (15,160) (1,671) (8,990) Provision (benefit) for income taxes $ (6,380) $ 11,040 $ 7,093 The reconciliation of income tax computed at the U.S. federal statutory tax rate to income tax expense (benefit) is as follows: Years Ended September 30, 2020 2019 2018 (in thousands) Tax expense (benefit) at U.S. statutory rate $ (721) $ 10,992 $ 3,124 State income taxes, net of federal tax effect (1,879) 1,416 (237) Base Erosion and Anti-abuse Tax 3,148 540 — Global Intangible Low-Tax Income 7,387 8,182 — Foreign rate differential (494) 2,149 5,684 Nondeductible expenses 652 4 1,020 Stock based compensation 1,056 438 226 Acquisition related Items (704) 831 166 Tax credits (3,962) (4,767) (2,656) Reserve for tax contingencies (575) (1,468) (1,047) Deferred tax asset valuation allowance (9,017) (10,007) 8,784 Impact of U.S. Tax Reform — — (7,053) Non-controlling interest in equity arrangements (967) 1,802 99 Other (304) 928 (1,017) Provision (benefit) for income taxes $ (6,380) $ 11,040 $ 7,093 Significant components of our deferred tax assets and liabilities are as follows: September 30, 2020 2019 (in thousands) Deferred tax assets: Accrued employee benefits $ 17,371 $ 11,409 Allowances for loss contingencies 2,726 3,561 Debt obligation basis difference 4,630 — Deferred compensation 2,930 3,071 Foreign currency mark-to-market 919 — Inventory valuation 4,897 8,036 Long-term contracts 7,335 6,995 Prepaid and accrued expenses 151 1,816 Property, plant and equipment 1,632 — Retirement benefits 3,930 4,967 Tax credit carryforwards 39,356 33,118 Loss carryforwards 46,614 36,248 Other 308 818 Total gross deferred tax assets 132,799 110,039 Valuation allowance (59,817) (69,098) Total deferred tax assets 72,982 40,941 Deferred tax liabilities: Debt obligation basis difference — (4,582) Deferred revenue (15,617) (12,135) Intangible assets (36,261) (18,592) Lease right-of-use assets (20,271) — Property, plant and equipment — (4,524) Unremitted earnings (2,159) (977) Other (71) (587) Total deferred tax liabilities (74,379) (41,397) Net deferred tax asset (liability) $ (1,397) $ (456) The deferred tax assets and liabilities for fiscal 2020 and 2019 include amounts related to various acquisitions. The total change in deferred tax assets and liabilities in fiscal 2020 includes changes that are recorded to other comprehensive income (loss), retained earnings and goodwill. We calculate deferred tax assets and liabilities based on differences between financial reporting and tax basis of assets and liabilities and measure them using the enacted tax rates and laws that we expect will be in effect when the differences reverse. At September 30, 2020, we have federal and state income tax credit carryforwards (in thousands) which begin to expire as follows: U.S. foreign tax credits $ 4,547 2024 U.S. research and development tax credits 20,475 2025 State research and development tax credits 28,136 2038 & Do not expire We have federal, state and foreign capital and net operating losses (in thousands) which begin to expire as follows: U.S. net operating loss carryforwards $ 159,676 2033 U.S. capital loss carryforwards 10,052 2023 State loss carryforwards 118,791 2023 State capital loss carryforwards 27,639 2023 Foreign net operating loss carryforwards 18,959 Do not expire We continue to evaluate our net U.S. deferred income taxes, which includes an assessment of the cumulative income or loss over the prior three-year periods and future periods. After consideration of our recent history of U.S. losses, we continue to maintain a valuation allowance on net U.S. federal deferred tax assets as of September 30, 2020. As of September 30, 2020, a total valuation allowance of $59.8 million has been established against U.S. federal deferred tax assets, certain state and foreign operating losses and other state and foreign assets. For fiscal 2020, the valuation allowance decreased by $9.3 million, of which $9.0 million was recorded as a net tax benefit in our Consolidated Statement of Operations, in addition to amounts recorded through acquisition accounting and to other components of income. The non-cash charge to increase or decrease a valuation allowance does not have any impact on our cash flows, nor does such an allowance preclude us from using loss carryforwards or other deferred tax assets in the future. Until we re-establish a pattern of continuing profitability, in accordance with the applicable accounting guidance, U.S. income tax expense or benefit related to the recognition of deferred tax assets in the Consolidated Statement of Operations for future periods will be offset by decreases or increases in the valuation allowance with no net effect on the Consolidated Statement of Operations. If sufficient positive evidence arises in the future, any existing valuation allowance could be reversed as appropriate, decreasing income tax expense in the period that such conclusion is reached. Future repatriations of foreign earnings will generally be exempt from U.S. tax. We will continue to provide applicable deferred taxes based on the tax liability or withholding taxes that would be due upon repatriation of the undistributed foreign earnings. As of September 30, 2020, we have recorded a deferred tax liability of $2.2 million related to future taxes on our unremitted foreign earnings. Accounting for Uncertainty in Income Taxes During fiscal 2020 and 2019, the aggregate changes in our total gross amount of unrecognized tax benefits are summarized as follows: September 30, 2020 2019 (in thousands) Balance at beginning of year $ 18,575 $ 9,942 Additions (reductions) for tax positions taken in prior years (8,794) 8,458 Recognition of benefits from expiration of statutes (904) (776) Additions for tax positions related to the current year 890 951 Balance at end of year $ 9,767 $ 18,575 At September 30, 2020 and 2019, the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0.5 million and $0.7 million, respectively. During fiscal year 2021, it is reasonably possible that resolution of reviews by taxing authorities, both domestic and foreign, could be reached with respect to an immaterial amount of net unrecognized tax benefits depending on the timing of examinations or expiration of statutes of limitations, either because our tax positions are sustained or because we agree to the disallowance and pay the related income tax. We recognize interest and/or penalties related to income tax matters in income tax expense. The amount of net interest and penalties recognized as a component of income tax expense during fiscal 2020 and 2019 were not material. We are subject to ongoing audits from various taxing authorities in the jurisdictions in which we do business. As of September 30, 2020, the fiscal years open under the statute of limitations in significant jurisdictions include 2016 through 2020 in the U.S. We believe we have adequately provided for uncertain tax issues we have not yet resolved with federal, state and foreign tax authorities. Although not more likely than not, the most adverse resolution of these issues could result in additional charges to earnings in future periods. Based upon a consideration of all relevant facts and circumstances, we do not believe the ultimate resolution of uncertain tax issues for all open tax periods will have a material adverse effect upon our financial condition or results of operations. Cash amounts paid for income taxes, net of refunds received, were $16.6 million, $28.7 million and $15.7 million in 2020, 2019 and 2018, respectively. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities | |
Derivative Instruments and Hedging Activities | NOTE 12—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 September 30, 2020 and 2019 (in thousands): Notional Principal September 30, 2020 September 30, 2019 Instruments designated as accounting hedges: Foreign currency forwards $ 92,931 $ 143,164 Interest rate swaps 595,000 95,000 Instruments not receiving hedge accounting treatment: Foreign currency forwards $ 4,298 $ 24,220 Included in the amounts not receiving hedge accounting treatment at September 30, 2020 and 2019 were non-designated foreign currency forwards with notional principal amounts of $4.3 million and $14.0 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. There were no significant unrealized gains or losses for the fiscal years ended September 30, 2020 or 2019 related to foreign currency forward contracts not designated as accounting hedges. In conjunction with the agreements related to the construction and leasing of two new buildings on our existing corporate campus, in August 2019, we entered into interest rate swaps with a group of financial institutions to mitigate variable interest rate risk associated with these future lease obligations. At September 30, 2020 and 2019, the outstanding notional principal amounts on open 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 losses were $5.0 million for the year ended September 30, 2020 and unrealized gains were $0.2 million for the year ended September 30, 2019. On April 1, 2020, in conjunction with the Credit Facility described in Note 9, we entered into interest rate swaps with a group of financial institutions to mitigate variable interest rate risk associated with the Credit Facility. As of 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 losses as a result of changes in the fair value of the interest rate swaps was $8.4 million for the fiscal year ended September 30, 2020. 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 for the fiscal years ended September 30, 2020 and 2019. 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 September 30, 2020 or 2019. The table below presents the fair value of our derivative financial instruments that qualify for hedge accounting as well as their classification in the consolidated balance sheets (in thousands): Fair Value Balance Sheet Location September 30, 2020 September 30, 2019 Asset derivatives: Foreign currency forwards Other current assets $ 1,398 $ 2,635 Foreign currency forwards Other assets 222 619 Forward starting swaps Other assets — 240 Total $ 1,620 $ 3,494 Liability derivatives: Foreign currency forwards Accrued compensation and current liabilities $ 4,557 $ 529 Foreign currency forwards Other noncurrent liabilities 866 228 Forward starting swaps Other noncurrent liabilities 13,204 — Total $ 18,627 $ 757 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): September 30, 2020 September 30, 2019 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 $ (2,706) $ 3,695 $ 4,104 $ 1,945 Forward starting swap (13,444) — 240 — Total $ (16,150) $ 3,695 $ 4,344 $ 1,945 Foreign currency forwards designated as accounting hedges (including both fair value and cash flow hedges) had realized gains of $5.5 million for the fiscal year 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 years ended September 30, 2020 or 2019. 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 $2.3 million, net of income taxes. |
Pension, Profit Sharing and Oth
Pension, Profit Sharing and Other Benefit Plans | 12 Months Ended |
Sep. 30, 2020 | |
Pension Plans | |
Pension, Profit Sharing and Other Benefit Plans | NOTE 13—PENSION, PROFIT SHARING AND OTHER BENEFIT PLANS 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 Consolidated Balance Sheets and totaled $9.6 million and $11.0 million at September 30, 2020 and 2019, respectively. 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 as of September 30, 2020 and 2019 were $6.8 million and $6.6 million, respectively, which 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 Consolidated Statements of Operations. Defined Contribution Plans We have profit sharing and other defined contribution retirement plans that provide benefits for most U.S. employees. Certain of these plans require us to match a portion of eligible employee contributions up to specified limits. These plans also allow for additional company contributions at the discretion of the Board of Directors. We also have a defined contribution plan for European employees that were formerly eligible for the European defined benefit plan described below. Under this plan, we match a portion of the eligible employee contributions up to limits specified in the plan. In fiscal 2020, we froze matching company contributions to the U.S. plan effective April 1, 2020 due to the uncertainty caused by COVID-19. We reinstated matching company contributions effective October 1, 2020. Company contributions to defined contribution plans aggregated $11.0 million, $19.4 million and $16.8 million in 2020, 2019 and 2018, respectively. Employee Stock Purchase Plan We sponsor a noncompensatory Employee Stock Purchase Plan, which allows eligible employees to purchase common stock of the Company at a discount rate of 5% of the market price per share on the last trading day of the offering period. Annual employee contributions are limited to $25,000, are voluntary, and made through a bi-weekly payroll deduction. We recognize no expense related to this plan. Defined Benefit Pension Plans Certain employees in the U.S. are covered by a noncontributory defined benefit pension plan for which benefits were frozen as of December 31, 2006 (curtailment). The effect of the U.S. plan curtailment is that no new benefits have been accrued after that date. Approximately one Our funding policy for the defined benefit pension plans provides that contributions will be at least equal to the minimum amounts mandated by statutory requirements. Based on our known requirements for the U.S. and European plans, as of September 30, 2020, we expect to make contributions of approximately $6.5 million in 2021. September 30 is used as the measurement date for these plans. Changes in actuarial assumptions of our defined benefit pension plans are recorded in accumulated other comprehensive income (loss). The unrecognized amounts recorded in accumulated other comprehensive income (loss) will be subsequently recognized as net periodic pension cost, consistent with our historical accounting policy for amortizing those amounts. The unrecognized actuarial loss included in accumulated other comprehensive income (loss) at September 30, 2020 and expected to be recognized in net pension cost during fiscal 2021 is a loss of $4.4 million ($3.6 million net of income tax). The unrecognized actuarial loss incurred in fiscal 2020 was $0.5 million, which was driven by lower discount rates used in the calculation of the net benefit obligation, partially offset by improvements to mortality assumptions. The unrecognized actuarial loss incurred in fiscal 2019 was $32.1 million, which was primarily driven by a decrease in discount rates used in the calculation of the net benefit obligation. No plan assets are expected to be returned to us in fiscal 2021. The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit pension plans were as follows (in thousands): September 30, 2020 2019 Projected benefit obligation $ 251,892 $ 246,697 Accumulated benefit obligation 251,892 246,697 Fair value of plan assets 232,132 221,311 The following table sets forth changes in the projected benefit obligation and fair value of plan assets and the funded status for these defined benefit plans (in thousands): September 30, 2020 2019 Change in benefit obligations: Net benefit obligation at the beginning of the year $ 246,697 $ 222,332 Service cost 656 590 Interest cost 6,045 7,617 Actuarial loss 464 32,067 Gross benefits paid (9,067) (8,141) Foreign currency exchange rate changes 7,097 (7,768) Net benefit obligation at the end of the year 251,892 246,697 Change in plan assets: Fair value of plan assets at the beginning of the year 221,311 214,530 Actual return on plan assets 7,302 17,794 Employer contributions 7,175 4,842 Gross benefits paid (9,067) (8,141) PBGC Premium paid (164) (177) Administrative expenses (617) (541) Foreign currency exchange rate changes 6,192 (6,996) Fair value of plan assets at the end of the year 232,132 221,311 Unfunded status of the plans (19,760) (25,386) Unrecognized net actuarial loss 74,099 70,095 Net amount recognized $ 54,339 $ 44,709 Amounts recognized in Accumulated OCI Liability adjustment to OCI $ (74,099) $ (70,095) Deferred tax asset 13,077 11,667 Valuation allowance on deferred tax asset 108 (1,172) Accumulated other comprehensive loss $ (60,914) $ (59,600) The components of net periodic pension cost (benefit) were as follows (in thousands): Years Ended September 30, 2020 2019 2018 Service cost $ 656 $ 590 $ 606 Interest cost 6,045 7,617 7,529 Expected return on plan assets (11,770) (11,990) (14,120) Amortization of actuarial loss 3,900 2,098 2,777 Administrative expenses 336 348 438 Net pension benefit $ (833) $ (1,337) $ (2,770) Years Ended September 30, 2020 2019 2018 Weighted-average assumptions used to determine benefit obligation at September 30: Discount rate 2.1% 2.5% 3.6% Rate of compensation increase 2.9% 3.1% 3.3% Weighted-average assumptions used to determine net periodic benefit cost for the years ended September 30: Discount rate 2.5% 3.6% 3.3% Expected return on plan assets 5.2% 5.7% 6.8% Rate of compensation increase 3.1% 3.3% 3.2% The long-term rate of return assumption represents the expected average rate of earnings on the funds invested or to be invested to provide for the benefits included in the benefit obligations. That assumption is determined based on a number of factors, including historical market index returns, the anticipated long-term asset allocation of the plans, historical plan return data, plan expenses, and the potential to outperform market index returns. We have the responsibility to formulate the investment policies and strategies for the plans’ assets. Our overall policies and strategies include: maintain the highest possible return commensurate with the level of assumed risk, and preserve benefit security for the plans’ participants. We do not direct the day-to-day operations and selection process of individual securities and investments and, accordingly, we have retained the professional services of investment management organizations to fulfill those tasks. The investment management organizations have investment discretion over the assets placed under their management. We provide each investment manager with specific investment guidelines by asset class. The target ranges for each major category of the plans’ assets at September 30, 2020 are as follows: Allocation Asset Category Range Equity securities 20% to 55% Debt securities 25% to 75% Cash 0% to 55% Real estate 0% to 10% Our defined benefit pension plans invest in cash and cash equivalents, equity securities, fixed income securities, pooled separate accounts and common collective trusts. Our plans also invest in diversified growth funds that hold underlying investments in equities, fixed-income securities, commodities, and real estate. The following table presents the fair value of the assets of our defined benefit pension plans by asset category and their level within the fair value hierarchy (in thousands). See Note 5 for a description of each level within the fair value hierarchy. All assets measured at the net asset value (NAV) practical expedient in the table below are invested in pooled separate accounts or common collective trusts which do not have publicly quoted prices. The fair value of the pooled separate accounts and common collective trusts are determined based on the NAV of the underlying investments. The fair value of the underlying investments held by the pooled separate accounts and common collective trusts, other than real estate investments, is generally based upon quoted prices in active markets. The fair value of the underlying investments comprised of real estate properties is determined through an appraisal process which uses valuation methodologies including comparisons to similar real estate and discounting of income streams. September 30, 2020 September 30, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Plan assets held at fair value: Cash equivalents $ 1,827 $ — $ — $ 1,827 $ 2,908 $ — $ — $ 2,908 Plan assets held at net asset value practical expedient*: Equity Funds 99,768 100,302 Fixed Income Funds 113,310 105,651 Diversified Growth Funds 3,626 8,886 Real Estate Funds 13,601 3,564 Total assets held at net asset value practical expedient: $ 230,305 $ 218,403 Total Plan Assets $ 232,132 $ 221,311 * Plan assets measured at fair value using NAV (or its equivalent) as a practical expedient have not been categorized in the fair value hierarchy. The pension plans held no direct positions in Cubic Corporation common stock as of September 30, 2020 and 2019. We expect to pay the following pension benefit payments (in thousands): 2021 $ 8,875 2022 9,044 2023 9,048 2024 9,308 2025 9,799 2024-2028 51,083 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | NOTE 14—STOCKHOLDERS’ 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 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 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. In fiscal 2019 and fiscal 2020, the Compensation Committee granted RSUs which contained both performance- and market-based vesting criteria. 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, 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. During fiscal 2019, the Compensation Committee amended the Company’s long-term equity incentive plan to accelerate the service requirement for retirement age participants. Under the amended plan, 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. In September 2020, the Compensation Committee modified the revenue and earnings growth targets of the performance and market based RSUs granted to participants during fiscal 2020 to include acquired businesses in the baseline performance target. As a result, the grant date fair value of these RSUs were revalued as of the date of the approved modification in September 2020. 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 and fiscal 2020: 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% RSUs granted during fiscal 2019 Valuation Date November 21, 2018 April 1, 2019 Grant date fair value per RSU $67.40 $59.29 Performance period begins October 1, 2018 October 1, 2018 Performance period ends September 30, 2021 September 30, 2021 Risk-free interest rate 2.8% 2.8% Expected volatility 34% 34% At September 30, 2020, 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 494,004 RSUs with time-based vesting, 110,216 RSUs with performance-based vesting, and 213,196 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, 2018 366,460 $ 52.31 Granted 239,874 63.25 Vested (145,409) 50.76 Forfeited (38,831) 54.67 Unvested at September 30, 2019 422,094 $ 58.84 Granted 394,271 57.42 Vested (173,689) 55.93 Forfeited (88,253) 60.11 Unvested at September 30, 2020 554,423 $ 58.54 Unvested RSUs with Performance-Based Vesting Weighted Average Number of Shares Grant-Date Fair Value per Share Unvested at September 30, 2018 635,628 $ 50.11 Granted — — Vested — — Forfeited (320,366) 44.63 Unvested at September 30, 2019 315,262 $ 55.67 Granted — — Vested — — Forfeited (177,492) 47.57 Unvested at September 30, 2020 137,770 $ 61.40 Unvested RSUs with Performance- and Market-Based Vesting Weighted Average Number of Shares Grant-Date Fair Value per Share Unvested at September 30, 2018 — $ — Granted 237,616 66.79 Vested — — Forfeited (10,214) 67.40 Unvested at September 30, 2019 227,402 $ 66.77 Granted 346,826 41.13 Vested — — Forfeited (102,732) 50.03 Unvested at September 30, 2020 471,496 $ 51.56 As of September 30, 2020, approximately 1,535,139 shares remained available for future grants under our long-term equity incentive plan. On October 1, 2020, 337,032 time-based and performance-based RSUs vested. We recorded non-cash compensation expense related to stock-based awards as follows (in thousands): Years Ended September 30, 2020 2019 2018 Cost of sales $ 2,837 $ 1,766 $ 1,096 Selling, general and administrative 19,391 13,722 6,419 Restructuring costs 500 — — $ 22,728 $ 15,488 $ 7,515 As of September 30, 2020, there was $37.7 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 $48.9 million, which is expected to be recognized over a weighted-average period of 1.5 years and includes the RSUs that vested on October 1, 2020. 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 fiscal 2018, 2019 and 2020. 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. Shareholder Rights Plan On September 20, 2020, our Board of Directors adopted a shareholder rights plan (Rights Agreement) and declared a dividend of one preferred stock purchase right (Right) for each outstanding share of our common stock to shareholders of record on October 1, 2020. When exercisable, each Right will entitle the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, without par value (Preferred Shares), of the Company at a price of $315.00 per one one-thousandth of a Preferred Share, subject to certain anti-dilution adjustments. The Rights become exercisable in the event any person or group acquires or obtains the right to acquire 15% (or 20% in the case of certain institutional investors who report their holdings on Schedule 13G) or more of our common stock without the approval of the Board, and until such time are inseparable from and trade with the Company's common stock. The Rights have a de minimus fair value. The Rights expire September 19, 2021. |
Legal Matters
Legal Matters | 12 Months Ended |
Sep. 30, 2020 | |
Legal Matters | |
Legal Matters | NOTE 15—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. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Sep. 30, 2020 | |
Business Segment Information | |
Business Segment Information | NOTE 16—BUSINESS 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 CMS and CGD segments into Cubic Mission and Performance Solutions (CMPS). The realignment will leverage common technologies across the defense business, enhance collaboration and customer intimacy globally, reduce complexity and costs, and increase organizational efficiency. We performed an assessment of our operating and reportable segments as of September 30, 2020, which is based upon factors such as the nature of the business activities and customers, and the nature of the information presented to our chief operating decision maker. Based on this assessment, we have concluded that CTS, CMS and CGD each remain separate operating segments as of September 30, 2020. However, in the first quarter of fiscal 2021, additional aspects of resource allocation and performance assessment are expected to be made at the CMPS level and we anticipate that CMS and CGD will be combined into a single operating and reporting segment. 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): Years Ended September 30, 2020 2019 2018 Sales: Cubic Transportation Systems $ 840.9 $ 849.8 $ 670.7 Cubic Mission Solutions 337.1 328.8 207.0 Cubic Global Defense Systems 298.2 317.9 325.2 Total sales $ 1,476.2 $ 1,496.5 $ 1,202.9 Operating income (loss): Cubic Transportation Systems $ 121.0 $ 77.2 $ 60.4 Cubic Mission Solutions (26.7) 7.8 (0.1) Cubic Global Defense Systems 22.9 23.0 16.6 Unallocated corporate expenses (55.6) (21.8) (52.5) Total operating income $ 61.6 $ 86.2 $ 24.4 Assets: Cubic Transportation Systems $ 1,050.3 $ 825.8 $ 390.2 Cubic Mission Solutions 703.6 437.9 352.9 Cubic Global Defense 347.5 394.2 360.1 Corporate 222.8 189.3 201.7 Total assets $ 2,324.2 $ 1,847.2 $ 1,304.9 Depreciation and amortization: Cubic Transportation Systems $ 29.5 $ 30.7 $ 12.0 Cubic Mission Solutions 47.8 23.3 22.4 Cubic Global Defense Systems 7.2 6.8 8.5 Corporate 4.0 3.9 3.7 Total depreciation and amortization $ 88.5 $ 64.7 $ 46.6 Capital expenditures: Cubic Transportation Systems $ 6.3 $ 6.6 $ 3.2 Cubic Mission Solutions 15.8 11.1 2.1 Cubic Global Defense 11.7 4.5 9.4 Corporate 15.4 26.9 17.0 Total expenditures for long-lived assets $ 49.2 $ 49.1 $ 31.7 As of September 30, 2020 2019 2018 Long-lived assets, net: United States $ 148.2 $ 128.4 $ 106.7 United Kingdom 7.1 5.9 5.7 Other foreign countries 11.0 10.7 12.0 Total long-lived assets, net $ 166.3 $ 145.0 $ 124.4 CGD and CMS segment sales include $434.0 million, $468.8 million and $365.8 million in 2020, 2019 and 2018, respectively, of sales to U.S. federal government agencies. In 2018, CTS segment sales include $158.5 million of sales under various contracts with our customer, Transport for London. No other customer accounts for 10% or more of our revenues for any periods presented. Disaggregation of Total Net Sales : Sales by Geographic Region Year Ended September 30, 2020 CTS CMS CGD Total United States $ 495.6 $ 329.4 $ 106.4 $ 931.4 United Kingdom 185.8 3.2 18.9 207.9 Australia 131.0 1.8 31.5 164.3 Far East/Middle East 1.6 0.9 98.5 101.0 Other 26.9 1.8 42.9 71.6 Total sales $ 840.9 $ 337.1 $ 298.2 $ 1,476.2 Year Ended September 30, 2019 CTS CMS CGD Total United States $ 488.3 $ 322.6 $ 145.7 $ 956.6 United Kingdom 196.5 1.6 20.1 218.2 Australia 131.9 2.6 29.0 163.5 Far East/Middle East 9.4 0.9 63.7 74.0 Other 23.7 1.1 59.4 84.2 Total sales $ 849.8 $ 328.8 $ 317.9 $ 1,496.5 Year Ended September 30, 2018 CTS CMS CGD Total United States $ 273.4 $ 199.8 $ 154.6 $ 627.8 United Kingdom 217.2 2.7 20.8 240.7 Australia 130.7 2.4 33.6 166.7 Far East/Middle East 9.8 1.2 75.4 86.4 Other 39.6 0.9 40.8 81.3 Total sales $ 670.7 $ 207.0 $ 325.2 $ 1,202.9 Sales by End Customer: Year Ended September 30, 2020 CTS CMS CGD Total U.S. Federal Government and State and Local Municipalities $ 471.7 $ 320.7 $ 113.3 $ 905.7 Other 369.2 16.4 184.9 570.5 Total sales $ 840.9 $ 337.1 $ 298.2 $ 1,476.2 Year Ended September 30, 2019 CTS CMS CGD Total U.S. Federal Government and State and Local Municipalities $ 470.0 $ 314.0 $ 154.8 $ 938.8 Other 379.8 14.8 163.1 557.7 Total sales $ 849.8 $ 328.8 $ 317.9 $ 1,496.5 Year Ended September 30, 2018 CTS CMS CGD Total U.S. Federal Government and State and Local Municipalities $ 273.7 $ 200.6 $ 165.2 $ 639.5 Other 397.0 6.4 160.0 563.4 Total sales $ 670.7 $ 207.0 $ 325.2 $ 1,202.9 Sales by Contract Type: The table below presents total net sales disaggregated by contract type (in millions): Year Ended September 30, 2020 CTS CMS CGD Total Fixed Price $ 828.6 $ 305.0 $ 264.3 $ 1,397.9 Other 12.3 32.1 33.9 78.3 Total sales $ 840.9 $ 337.1 $ 298.2 $ 1,476.2 Year Ended September 30, 2019 CTS CMS CGD Total Fixed Price $ 838.1 $ 321.5 $ 292.8 $ 1,452.4 Other 11.7 7.3 25.1 44.1 Total sales $ 849.8 $ 328.8 $ 317.9 $ 1,496.5 Year Ended September 30, 2018 CTS CMS CGD Total Fixed Price $ 653.8 $ 206.1 $ 286.3 $ 1,146.2 Other 16.9 0.9 38.9 56.7 Total sales $ 670.7 $ 207.0 $ 325.2 $ 1,202.9 Sales by Deliverable Type: Year Ended September 30, 2020 CTS CMS CGD Total Product $ 459.7 $ 301.8 $ 186.3 $ 947.8 Service 381.2 35.3 111.9 528.4 Total sales $ 840.9 $ 337.1 $ 298.2 $ 1,476.2 Year Ended September 30, 2019 CTS CMS CGD Total Product $ 496.9 $ 301.0 $ 213.2 $ 1,011.1 Service 352.9 27.8 104.7 485.4 Total sales $ 849.8 $ 328.8 $ 317.9 $ 1,496.5 Year Ended September 30, 2018 CTS CMS CGD Total Product $ 288.1 $ 187.5 $ 229.3 $ 704.9 Service 382.6 19.5 95.9 498.0 Total sales $ 670.7 $ 207.0 $ 325.2 $ 1,202.9 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. Year Ended September 30. 2020 CTS CMS CGD Total Point in Time $ 102.1 $ 220.3 $ 6.7 $ 329.1 Over Time 738.8 116.8 291.5 1,147.1 Total sales $ 840.9 $ 337.1 $ 298.2 $ 1,476.2 Year Ended September 30. 2019 CTS CMS CGD Total Point in Time $ 83.1 $ 259.5 $ 4.8 $ 347.4 Over Time 766.7 69.3 313.1 1,149.1 Total sales $ 849.8 $ 328.8 $ 317.9 $ 1,496.5 |
Restructuring
Restructuring | 12 Months Ended |
Sep. 30, 2020 | |
Restructuring | |
Restructuring | NOTE 17—RESTRUCTURING In the fourth quarter of fiscal 2020, we announced our NextCUBIC transformation to restructure the way we work and operate as a business. Part of this initiative included establishing a Transformation Office and appointing a Chief Transformation Officer to identify, vet, plan and implement improvement initiatives across Cubic. Coinciding with this initiative, we also announced the combination of CGD and CMS into CMPS. This combination will help us optimize customer access and presence, leverage key enablers across the combined businesses and realize untapped cross-segment technical synergies to capture organizational efficiencies. The significant portion of the costs associated with these restructuring activities are related to consultants that we have engaged in connection with these efforts, and such costs are recognized by our corporate entity. Other restructuring charges related to headcount reductions initiated to optimize our cost positions. Our NextCUBIC transformation initiatives will continue through fiscal 2021, and our consulting fees that will be incurred in the future are generally contingent upon the achievement of future cost savings and increased profitability. The total expected restructuring costs related to these initiatives cannot currently be estimated. In fiscal 2019, we initiated projects to restructure and modify our supply chain strategy, functional responsibilities, methods, capabilities, processes and rationalize suppliers with the goal of reducing ongoing costs and increasing the efficiencies of our worldwide procurement organization. The majority of the costs associated with these restructuring activities are related to consultants that we have engaged in connection with these efforts, and such costs have been recognized by our corporate entity. The total costs of this restructuring project have been incurred and these efforts have been materially completed as of the third quarter of fiscal 2020. In fiscal 2019 and 2020 we incurred additional restructuring charges, consisting primarily of employee severance costs related to headcount reductions initiated to optimize certain cost positions. The total costs of each of these restructuring plans initiated thus far are not expected to be significantly greater than the charges incurred to date. Our fiscal 2018 restructuring activities related primarily to expenses incurred by our corporate entity to establish a North American shared services center. Restructuring charges incurred by our business segments were as follows (in millions): Years Ended September 30, 2020 2019 2018 Restructuring costs: Cubic Transportation Systems $ 2.0 $ 3.2 $ 0.4 Cubic Mission Solutions 2.3 — 0.2 Cubic Global Defense Systems 3.0 3.3 1.3 Unallocated corporate expenses 9.3 8.9 3.1 Total restructuring costs $ 16.6 $ 15.4 $ 5.0 The following table presents a rollforward of our restructuring liability as of September 30, 2020, which is included within accrued compensation and other current liabilities within our consolidated balance sheet, (in millions): Restructuring Liability Restructuring Liability Employee Separation and Other Consulting Costs Balance as of October 1, 2018 $ 0.6 $ 0.3 Accrued costs 7.5 7.9 Cash payments (6.1) (7.4) Balance as of September 30, 2019 $ 2.0 $ 0.8 Accrued costs 13.5 3.1 Cash payments (10.3) (3.1) Balance as of September 30, 2020 $ 5.2 $ 0.8 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. |
Summary of Quarterly Results of
Summary of Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Sep. 30, 2020 | |
Summary of Quarterly Results of Operations (Unaudited) | |
Summary of Quarterly Results of Operations (Unaudited) | NOTE 18—SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following is a summary of our quarterly results of operations for the fiscal years ended September 30, 2020 and 2019: Year Three Months Ended Ended Fiscal 2020 September 30 June 30 March 31 December 31 September 30 (in thousands, except per share data) Net sales $ 475,475 $ 350,439 $ 321,482 $ 328,839 $ 1,476,235 Operating income (loss) 73,286 24,706 (29,934) (6,483) 61,575 Net income (loss) 57,632 (1,155) (39,123) (20,575) (3,221) Net income (loss) per share, basic 1.85 (0.04) (1.25) (0.66) (0.10) Net income (loss) per share, diluted 1.84 (0.04) (1.25) (0.66) (0.10) Year Three Months Ended Ended Fiscal 2019 September 30 June 30 March 31 December 31 September 30 (in thousands, except per share data) Net sales $ 471,198 $ 382,679 $ 337,339 $ 305,259 $ 1,496,475 Operating income (loss) 58,619 34,725 (6,541) (566) 86,237 Net income (loss) 41,763 23,910 (9,392) (6,587) 49,694 Net income (loss) per share, basic 1.39 0.77 (0.30) (0.23) 1.63 Net income (loss) per share, diluted 1.38 0.77 (0.30) (0.23) 1.62 The following table summarizes the aggregate impact of net changes in contract estimates (amounts in thousands, except per share data): Three Months Ended September 30, 2020 2019 Operating income (loss) $ 3,173 $ (1,420) Net income (loss) from continuing operations attributable to Cubic 1,946 (1,615) Diluted earnings (loss) per share 0.06 (0.05) |
Summary of Significant Accoun_2
Summary of Significant Accounting Polices (Policies) | 12 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Polices | |
Organization and Nature of the Business | Organization and Nature of the Business: We have historically operated in three reportable business segments: Cubic Transportation Systems (CTS), Cubic Global Defense Systems (CGD), and Cubic Mission Solutions (CMS). In August 2020, we implemented a plan to realign and combine our CMS segment with our CGD segment into Cubic Mission and Performance Solutions (CMPS). The realignment will leverage common technologies across the combined defense business, enhance collaboration and customer intimacy globally, reduce complexity and costs, and increase organizational efficiency. We performed an assessment of our operating segments and reportable segments as of September 30, 2020, which is based upon factors such as the nature of the business activities and customers, and the nature of the information presented to our chief operating decision maker. Based on this assessment, we have concluded that CTS, CMS and CGD each remain separate operating segments and reportable segments as of September 30, 2020. In fiscal 2018 we sold our legacy services business, CGD Services. The operating results, assets, liabilities, and cash flows of CGD Services in our consolidated financial statements have been classified as discontinued operations for all periods presented. Refer to “Note 2 – Acquisitions and Divestitures” for additional information about the sale of CGD Services and the related discontinued operation classification and “Note 16 – Business Segment Information” for additional information and disclosures of our operating and reportable segments. |
Principles of Consolidation | Principles of Consolidation: |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation Transactions denominated in currencies other than our own subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in our Consolidated Balance Sheets related to such transactions result in transaction gains and losses that are reflected in our Consolidated Statements of Operations as a component of other income (expense). Total transaction gains and losses, which are related primarily to advances to foreign subsidiaries and advances between foreign subsidiaries amounted to a gain of $2.4 million in 2020, a gain of $0.7 million in 2019 and a loss of $2.2 million in 2018. |
Use of Estimates | Use of Estimates: in business combinations, and estimated rates of return and discount rates related to our defined benefit pension plans. Actual results could differ from our estimates. |
Revenue Recognition | Revenue Recognition: Revenue from Contracts with Customers In accordance with the modified retrospective transition method, our Consolidated Statements of Operations for the years ended September 30, 2020 and 2019 and our Consolidated Balance Sheets as of September 30, 2020 and 2019 are presented under ASC 606, while our Consolidated Statement of Operations for the year ended September 30, 2018 is presented under ASC 605, Revenue Recognition Upon adoption of ASC 606, we recorded a net increase to shareholders’ equity of $24.5 million, which includes the acceleration of net sales of approximately $114.9 million and related cost of sales of $90.4 million. The adjustment to shareholders’ equity primarily relates to multiple element transportation contracts that previously required the deferral of revenue and costs during the design and build phase, as the collection of all customer payments occurs during the subsequent operate and maintain phase. Under ASC 606, deferral of such revenue and costs is not appropriate. In addition, the adjustment to shareholders’ equity is attributed to contracts previously accounted for under the units-of-delivery method, which are now recognized under ASC 606 earlier in the performance period as costs are incurred, as opposed to when the units are delivered under ASC 605. In accordance with the modified retrospective transition provisions of ASC 606, we will not recognize any of the accelerated net sales and related cost of sales through October 1, 2018 in our Consolidated Statements of Operations for any historical or future period. We generate revenue from the sale of integrated solutions such as mass transit fare collection systems, air and ground combat training systems, and products with C4ISR capabilities. A significant portion of our revenues are generated from long-term fixed-price contracts with customers that require us to design, develop, manufacture, modify, upgrade, test and integrate complex systems according to the customer’s specifications. We also generate revenue from services we provide, such as the operation and maintenance of fare systems for mass transit customers and the support of specialized military training exercises mainly for international customers. Our contracts are primarily with the U.S. government, state and local municipalities, international government customers, and international local municipal transit agencies. We classify sales as products or services in our Consolidated Statements of Operations based on the attributes of the underlying contracts. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For certain contracts that meet the foregoing requirements, primarily international direct commercial sale contracts, we are required to obtain certain regulatory approvals. In these cases where regulatory approval is required in addition to approval from both parties, we recognize revenue based on the likelihood of obtaining timely regulatory approvals based upon all known facts and circumstances. To determine the proper revenue recognition method, we evaluate each contractual arrangement to identify all performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of our contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is therefore, not distinct. These contractual arrangements either require the use of a highly specialized engineering, development and manufacturing process to provide goods according to customer specifications or represent a bundle of contracted goods and services that are integrated and together represent a combined output, which may include the delivery of multiple units. Some of our contracts have multiple performance obligations, primarily (i) related to the provision of multiple goods or services or (ii) due to the contract covering multiple phases of the product lifecycle (for instance: development and engineering, production, maintenance and support). For contracts with more than one performance obligation, we allocate the transaction price to the performance obligations based upon their relative standalone selling prices. For such contracts we evaluate whether the stated selling prices for the products or services represent their standalone selling prices. In cases where a contract requires a customized good or service, our primary method used to estimate the standalone selling price is the expected cost plus a margin approach. In cases where we sell a standard product or service offering, the standalone selling price is based on an observable standalone selling price. A number of our contracts with the U.S. government, including contracts under the U.S. Department of Defense’s Foreign Military Sales program (FMS Contracts), are subject to the Federal Acquisition Regulations (FAR) and the price is typically based on estimated or actual costs plus a reasonable profit margin. As a result of these regulations, the standalone selling price of products or services in our contracts with the U.S. government and FMS Contracts are typically equal to the selling price stated in the contract. Therefore, we typically do not need to allocate (or reallocate) the transaction price to multiple performance obligations in our contracts with the U.S. government. The majority of our sales are from performance obligations satisfied over time. Sales are recognized over time when control is continuously transferred to the customer during the contract or the contracted good does not have alternative use to us. For U.S. government contracts, the continuous transfer of control to the customer is supported by contract clauses that provide for (i) progress or performance-based payments or (ii) the unilateral right of the customer to terminate the contract for its convenience, in which case we have the right to receive payment for costs incurred plus a reasonable profit for products and services that do not have alternative uses to us. Our contracts with international governments and local municipal transit agencies contain similar termination for convenience clauses, or we have a legally enforceable right to receive payment for costs incurred and a reasonable profit for products or services that do not have alternative uses to us. For those contracts for which control transfers over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. For our design and build type contracts, we generally use the cost-to-cost measure of progress because it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Contract costs include material, labor and subcontracting costs, as well as an allocation of indirect costs, and are generally expensed as incurred for these contracts. For contracts with the U.S. government, general and administrative costs are included in contract costs; however, for purposes of revenue measurement, general and administrative costs are not considered contract costs for any other customers. Sales from performance obligations satisfied at a point in time are typically for standard goods and are recognized when the customer obtains control, which is generally upon delivery and acceptance. Costs of sales are recorded in the period in which revenue is recognized. We record sales under cost-reimbursement-type contracts as we incur the costs. For cost-reimbursement-type contracts with the U.S. government, the FAR provides guidance on the types of costs that will be reimbursed in establishing the contract price. Sales under service contracts are generally recognized as services are performed or value is provided to our customers. We measure the delivery of value to our customers using a number of metrics including ridership, units of work performed, and costs incurred. We determine which metric represents the most meaningful measure of value delivery based on the nature of the underlying service activities required under each individual contract. In certain circumstances we recognize revenue based on the right to bill when such amounts correspond to the value being delivered in a billing cycle. Certain of our transportation systems service contracts contain service level penalties or bonuses, which we recognize in each period incurred or earned. These contract penalties or bonuses are generally incurred or earned on a monthly basis; however, certain contracts may be based on a quarterly or annual evaluation. Sales under service contracts that do not contain measurable units of work performed are recognized on a straight-line basis over the contractual service period, unless evidence suggests that the revenue is earned, or obligations fulfilled, in a different manner. Costs incurred under these service contracts are generally expensed as incurred. Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. It is common for our long-term contracts to contain bonuses, penalties, transactional variable based fees, or other provisions that can either increase or decrease the transaction price. These variable amounts generally are incurred or earned upon certain performance metrics, program milestones, transactional based activities and other similar contractual events. We estimate variable consideration at the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. Our contracts contain varying billing timetables and payment terms. Typical payment terms under fixed-price design and build type contracts provide that the customer pays either performance-based payments based on the achievement of contract milestones or progress payments based on a percentage of costs we incur. For the majority of our service contracts, we generally bill on a monthly basis which corresponds with the satisfaction of our monthly performance obligation under these contracts. We recognize a liability for payments received in excess of revenue recognized, which is presented as a contract liability on the balance sheet. The portion of payments retained by the customer until final contract settlement is not considered a significant financing component because the intent is to protect the customer from our failure to adequately complete some or all of the obligations under the contract. Payments received from customers in advance of revenue recognition are not considered to be significant financing components because they are used to meet working capital demands that can be higher in the early stages of a contract. For certain of our multiple-element arrangements, the contract specifies that we will not be paid upon the delivery of certain performance obligations, but rather we will be paid when subsequent performance obligations are satisfied. Generally, in these cases we have determined that a separate financing component exists as a performance obligation under the contract. We determine the value of the embedded financing component by discounting the repayment of the financed amount over the implied repayment term using the effective interest method. This discounting methodology uses an implied interest rate which reflects the credit quality of the customer and represents an interest rate that would be similar to what we would offer the customer in a separate financing transaction. Unpaid principal and interest amounts associated with the financed performance obligation and the value of the embedded financing component are presented as long-term contracts financing receivables in our consolidated balance sheet. We recognize the allocated transaction price of the financing component as interest income over the implied financing term. For fixed-price and cost-reimbursable contracts, we present revenues recognized in excess of billings as contract assets on the balance sheet. Amounts billed and due from our customers under both contract types are classified as receivables on the balance sheet. We only include amounts representing contract change orders, claims or other items in the contract value when we believe the rights and obligations become enforceable. Contract modifications routinely occur to account for changes in contract specifications or requirements. In most cases, contract modifications are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract. Transaction price estimates include additional consideration for submitted contract modifications or claims when we believe there is an enforceable right to the modification or claim, the amount can be reliably estimated, and its realization is reasonably assured. Amounts representing modifications accounted for as part of the existing contract are included in the transaction price and recognized as an adjustment to sales on a cumulative catch-up basis. In addition, we are subject to audits of incurred costs related to many of our U.S. government contracts. These audits could produce different results than we have estimated for revenue recognized on our cost-based contracts with the U.S. government; however, our experience has been that our costs are acceptable to the government. Contract Estimates modifications occur. The impact of revisions in profit or loss estimates are recognized on a cumulative catch-up basis in the period in which the revisions are made. The revisions in contract estimates, if significant, can materially affect our results of operations and cash flows, and in some cases result in liabilities to complete contracts in a loss position. Refer to “Note 4 – Revenue Recognition” for the aggregate impact of net changes in contract estimates. Backlog Disaggregation of Revenue |
Cash Equivalents | Cash Equivalents |
Restricted Cash | Restricted Cash: |
Accounts Receivable | Accounts Receivable: |
Contract Assets | Contract Assets: |
Inventories | Inventories: |
Property, Plant and Equipment | Property, Plant and Equipment: Certain costs incurred in the development of internal-use software and software applications, including external direct costs of materials and services and applicable compensation costs of employees devoted to specific software development, are capitalized as computer software costs. Costs incurred outside of the application development stage are expensed as incurred. The amounts capitalized are included in property, plant and equipment and are depreciated on a straight-line basis over the estimated useful life of the software, which ranges from three |
Goodwill and Purchased Intangibles | Goodwill and Purchased Intangibles: |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets: |
Recognizing assets acquired and liabilities assumed in a business combination | Recognizing assets acquired and liabilities assumed in a business combination: |
Contract Liabilities | Contract Liabilities |
Contingencies | Contingencies: |
Derivative Financial Instruments | Derivative Financial Instruments: is offset against the change in the fair value of the underlying hedged item and only the ineffective portion of the hedge, if any, is recognized in earnings. If a derivative is designated as a cash flow hedge, both the effective and ineffective portions of a change in the fair value of the derivative is recognized as a component of accumulated other comprehensive income (loss) until the underlying hedged item is recognized in earnings, or the forecasted transaction is no longer probable of occurring. We formally document all hedging relationships for all derivative hedges and the underlying hedged items, as well as the risk management objectives and strategies for undertaking the hedge transactions. We classify the fair value of all derivative contracts as current or noncurrent assets or liabilities, depending on the realized and unrealized gain or loss position of the hedged contract at the balance sheet date, and the timing of future cash flows. The cash flows from derivatives treated as hedges are classified in the consolidated statements of cash flows in the same category as the item being hedged. |
Defined Benefit Pension Plans | Defined Benefit Pension Plans: |
Comprehensive Income (Loss) | Comprehensive Income (Loss): |
Research and Development (R&D) | Research and Development (R&D): |
Stock-Based Compensation | Stock-Based Compensation: |
Income Taxes | Income Taxes |
Net Income (Loss) Per Share | Net Income (Loss) Per Share: 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-based vesting, no common equivalent shares are included in the computation of diluted EPS until the related performance criteria have been met. 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 restricted stock units 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): Years Ended September 30, 2020 2019 2018 Weighted average shares - basic 31,299 30,495 27,229 Effect of dilutive securities — 111 122 Weighted average shares - diluted 31,299 30,606 27,351 Number of anti-dilutive securities 1,064 — — |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (ASU) 2016-02, Leases (commonly known as ASC 842). Under the guidance, lessees are required to recognize the following for all leases (with the exception of short-term leases): (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We adopted ASC 842 on October 1, 2019 using the optional transition method and, as a result, did not recast prior period unaudited comparative financial statements. All prior period amounts and disclosures are presented under ASC 840, Leases , the legacy lease accounting guidance. We elected the practical expedients which provide that entities need not reassess whether existing contracts contain a lease, lease classification of existing leases, or the treatment of initial direct costs on existing leases. On October 1, 2019, we recorded a right-of-use asset of $80.0 million and a lease liability of $88.0 million in our consolidated balance sheets. We also recorded a $0.8 million decrease in retained earnings related to the adoption of ASC 842. The adoption of the standard did not have a material impact on our consolidated statements of operations or consolidated statements of cash flows. Recent Accounting Pronouncements – Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . In August 2018, the FASB issued ASU 2018-13 , Fair Value Measurement - Disclosure Framework (Topic 820) In August 2018, the FASB issued ASU 2018-14, Defined Benefit Plans - Disclosure Framework (Topic 715) In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract (Subtopic 350-24) In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) |
Summary of Significant Accoun_3
Summary of Significant Accounting Polices (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Polices | |
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): Years Ended September 30, 2020 2019 2018 Weighted average shares - basic 31,299 30,495 27,229 Effect of dilutive securities — 111 122 Weighted average shares - diluted 31,299 30,606 27,351 Number of anti-dilutive securities 1,064 — — |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Acquisitions and Divestitures | |
Schedule of estimated amortization expense related to acquisition | The table below shows our expected amortization of purchased intangibles as of September 30, 2020, for each of the next five years and thereafter (in thousands): Transportation Cubic Mission Systems Solutions Total 2021 $ 17,732 $ 42,996 $ 60,728 2022 17,101 23,954 41,055 2023 11,960 16,508 28,468 2024 11,404 14,534 25,939 2025 11,304 13,071 24,375 Thereafter 18,187 11,610 29,796 $ 87,688 $ 122,673 $ 210,361 |
Schedule of unaudited pro forma information | The following unaudited pro forma information presents our consolidated results of operations as if Pixia, Nuvotronics, Shield, Delerrok, GRIDSMART, and Trafficware had been included in our consolidated results since October 1, 2018 (in millions): Year Ended September 30, 2020 2019 Net sales $ 1,480.5 $ 1,540.3 Net income (loss) $ (12.5) $ 26.4 |
Cubic Transportation Systems | |
Acquisitions and Divestitures | |
Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date | The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed (in millions): GRIDSMART Trafficware Technology $ 25.7 $ 43.3 Customer relationships 3.6 21.9 Backlog — 4.8 Trade name 2.4 4.6 Inventory 4.3 9.9 Accounts receivable 1.7 10.4 Accounts payable and accrued expenses (1.9) (9.5) Deferred taxes (3.3) — Other net assets acquired (liabilities assumed) 0.5 (2.0) Net identifiable assets acquired 33.0 83.4 Goodwill 53.8 153.8 Net assets acquired $ 86.8 $ 237.2 |
Schedule of Business Combination Operating Results | The sales and results of operations from Delerrok, GRIDSMART and Trafficware included in our operating results were as follows (in millions): September 30, 2020 Delerrok GRIDSMART Trafficware Sales $ 1.7 $ 27.8 $ 56.0 Operating income (loss) (2.4) 3.6 (3.6) Net income (loss) after taxes (2.4) 3.6 (3.6) September 30, 2019 Delerrok GRIDSMART Trafficware Sales $ — $ 20.6 $ 53.8 Operating income (loss) — 0.9 (11.0) Net income (loss) after taxes — 0.9 (11.0) |
Schedule of Business Combination components of operating results | The operating results above included the following amounts (in millions): September 30, 2020 Delerrok GRIDSMART Trafficware Amortization $ 1.3 $ 5.3 $ 11.4 Acquisition-related expenses 1.6 0.7 1.1 (Gain) loss for changes in fair value of contingent consideration (0.7) — — September 30, 2019 Delerrok GRIDSMART Trafficware Amortization $ — $ 4.0 $ 15.3 Acquisition-related expenses — 2.9 5.2 |
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 GRIDSMART Trafficware 2021 $ 1.7 $ 3.9 $ 11.4 2022 1.6 3.5 11.4 2023 1.6 3.5 6.4 2024 1.6 3.5 5.9 2025 1.6 3.5 5.9 Thereafter 6.4 4.6 6.9 |
Cubic Mission Solutions | |
Acquisitions and Divestitures | |
Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date | The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed (in millions): Nuvotronics Shield Technology $ 22.7 $ 6.0 Backlog and customer relationships 2.0 — Trade name 1.5 — Non-compete agreements 0.5 — Accounts receivable and contract assets 2.6 — Fixed assets 2.7 — Accounts payable and accrued expenses (1.8) — Deferred taxes (3.2) — Other net assets acquired (liabilities assumed) (0.6) 0.3 Net identifiable assets acquired 26.4 6.3 Goodwill 40.4 6.5 Net assets acquired $ 66.8 $ 12.8 |
Schedule of Business Combination Operating Results | Pixia’s, Nuvotronics’, and Shield’s sales and results of operations included in our operating results were as follows (in millions): September 30, 2020 Pixia Nuvotronics Shield Sales $ 23.4 $ 13.5 $ — Operating loss (9.2) (9.8) (6.5) Net loss after taxes (9.2) (9.8) (6.5) September 30, 2019 Pixia Nuvotronics Shield Sales $ — $ 7.4 $ — Operating loss — (6.9) (5.3) Net loss after taxes — (6.9) (5.3) |
Schedule of Business Combination components of operating results | Pixia’s, Nuvotronics’, and Shield’s operating results above included the following amounts (in millions): September 30, 2020 Pixia Nuvotronics Shield Amortization $ 21.5 $ 4.0 $ 0.8 Acquisition-related expenses 4.2 1.7 — (Gain) loss for changes in fair value of contingent consideration — (4.2) 1.8 September 30, 2019 Pixia Nuvotronics Shield Amortization $ — $ 1.2 $ 0.8 Acquisition-related expenses — 3.7 — Gain for changes in fair value of contingent consideration — (0.7) (1.8) |
Schedule of estimated amortization expense related to acquisition | Shield did not have material operating results in the year ended September 30, 2018. The estimated amortization expense related to the intangible assets recorded in connection with these acquisitions is as follows (in millions): Year Ending September 30, Pixia Nuvotronics Shield 2021 $ 28.7 $ 3.0 $ 0.8 2022 12.7 3.0 0.8 2023 7.3 2.9 0.8 2024 7.3 2.7 0.8 2025 7.3 2.5 0.8 Thereafter 3.2 7.6 0.6 |
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 estimated 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) (0.2) Deferred tax liability (2.0) Net identifiable assets acquired 14.5 Goodwill 30.6 Net assets acquired $ 45.1 |
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 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
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 consolidated balance sheets are as follows: September 30, 2020 2019 (in thousands) Cash $ 1,065 $ 347 Restricted cash 1,822 9,967 Other current assets 31 33 Long-term contracts financing receivable 221,245 115,508 Other noncurrent assets — 1,419 Total assets $ 224,163 $ 127,274 Trade accounts payable $ 49 $ 25 Accrued compensation and other current liabilities 85 191 Due to Cubic 27,259 25,143 Other noncurrent liabilities 5,890 21,605 Long-term debt 163,348 61,994 Total liabilities $ 196,631 $ 108,958 Total Cubic equity 129 (603) Noncontrolling interests 27,403 18,919 Total liabilities and owners' equity $ 224,163 $ 127,274 |
Schedule of revenue, operating profit, and other income/(expense), net | Boston OpCo’s results of operations included in our Consolidated Statements of Operations are as follows (in thousands): Years Ended September 30, 2020 2019 2018 Revenue $ 29,055 $ 11,211 $ — Operating income 27,914 9,923 — Other income (expense), net (19,954) (21,592) — Interest income 6,066 3,704 — Interest expense (6,698) (2,946) — |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Schedule of components of accounts receivable | The components of accounts receivable are as follows (in thousands): September 30, 2020 2019 Accounts receivable Billed $ 161,473 $ 127,406 Allowance for doubtful accounts (1,498) (1,392) Net accounts receivable $ 159,975 $ 126,014 |
Schedule of contract assets and liabilities | Contract assets and contract liabilities were as follows (in thousands): September 30, 2020 2019 Contract assets $ 268,773 $ 349,559 Contract liabilities $ 75,546 $ 46,170 |
ASU 2014-09 | |
Schedule of aggregate impact of net changes in contract estimates | Years Ended September 30, 2020 2019 2018 Operating income (loss) $ 7,527 $ (2,235) $ (6,986) Net loss from continuing operations attributable to Cubic (8,131) (2,351) (5,146) Diluted loss per share attributable to Cubic (0.26) (0.08) (0.19) |
Fair Value Of Financial Instr_2
Fair Value Of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
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 Consolidated Balance Sheets on a recurring basis (in thousands): September 30, 2020 September 30, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Current derivative assets $ — $ 1,398 $ — $ 1,398 $ — $ 2,635 $ — $ 2,635 Noncurrent derivative assets — 222 — 222 — 859 — 859 Total assets measured at fair value $ — $ 1,620 $ — $ 1,620 $ — $ 3,494 $ — $ 3,494 Liabilities Current derivative liabilities — 4,557 — 4,557 — 529 — 529 Noncurrent derivative liabilities — 14,070 — 14,070 — 228 — 228 Contingent consideration to seller of H4 Global — — 1,148 1,148 — — 1,073 1,073 Contingent consideration to seller of Deltenna — — 3,004 3,004 — — 1,787 1,787 Contingent consideration to seller of Shield — — 5,566 5,566 — — 3,814 3,814 Contingent consideration to seller of Nuvotronics — — — — — — 4,200 4,200 Contingent consideration to seller of Delerrok — — 900 900 — — — — Total liabilities measured at fair value $ — $ 18,627 $ 10,618 $ 29,245 $ — $ 757 $ 10,874 $ 11,631 |
Summary of change in fair value of contingent consideration liability | As of September 30, 2020, the following table summarizes the change in fair value of our Level 3 contingent consideration liabilities (in thousands): H4 Global Deltenna Shield Nuvotronics Delerrok TeraLogics Total Balance as of September 30, 2018 $ 665 $ 1,081 $ 5,618 $ — $ — $ 1,750 $ 9,114 Initial measurement recognized at acquisition — — — 4,900 — — 4,900 Cash paid to seller (385) — — — — (1,750) (2,135) Adjustment to the provisional acquisition date valuation — — — — — — — Total remeasurement (gain) loss recognized in earnings 793 706 (1,804) (700) — — (1,005) Balance as of September 30, 2019 $ 1,073 $ 1,787 $ 3,814 $ 4,200 $ — $ — $ 10,874 Initial measurement recognized at acquisition — — — — 1,600 — 1,600 Cash paid to seller — — — — — — — Adjustment to the provisional acquisition date valuation — — — — — — — Total remeasurement (gain) loss recognized in earnings 75 1,217 1,752 (4,200) (700) — (1,856) Balance as of September 30, 2020 $ 1,148 $ 3,004 $ 5,566 $ — $ 900 $ — $ 10,618 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Inventories | |
Components of inventories | Inventories consist of the following (in thousands): September 30, 2020 2019 Finished products $ 14,838 $ 10,905 Work in process and inventoried costs under long-term contracts 73,076 46,951 Materials and purchased parts 39,337 48,938 Net inventories $ 127,251 $ 106,794 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment | |
Components of property, plant and equipment | Significant components of property, plant and equipment are as follows (in thousands): September 30, 2020 2019 Land and land improvements $ 7,423 $ 7,348 Buildings and improvements 49,716 48,191 Machinery and other equipment 132,962 107,297 Software 121,890 108,526 Leasehold improvements 22,295 17,064 Construction and internal-use software development in progress 21,409 16,814 Accumulated depreciation and amortization (189,394) (160,271) $ 166,301 $ 144,969 |
Goodwill and Purchased Intang_2
Goodwill and Purchased Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Goodwill and Purchased Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | Changes in goodwill for the two years ended September 30, 2020 are as follows (in thousands): Cubic Transportation Cubic Mission Cubic Global Systems Solutions Defense Systems Total Net balances at October 1, 2018 $ 49,786 $ 138,127 $ 145,713 $ 333,626 Reassignment on April 1, 2019 — 3,428 (3,428) — Acquisitions 206,988 40,392 — 247,380 Foreign currency exchange rate changes (2,182) (523) (204) (2,909) Net balances at September 30, 2019 254,592 181,424 142,081 578,097 Acquisitions 31,224 173,035 — 204,259 Foreign currency exchange rate changes 1,852 478 196 2,526 Net balances at September 30, 2020 $ 287,668 $ 354,937 $ 142,277 $ 784,882 |
Schedule of entity's purchased intangible assets | The table below summarizes our purchased intangible assets (in thousands): September 30, 2020 September 30, 2019 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Contract and program intangibles $ 189,419 $ (157,145) $ 32,275 $ 181,903 $ (138,497) $ 43,406 Other purchased intangibles 253,449 (75,362) 178,086 155,608 (33,401) 122,207 Total $ 442,868 $ (232,507) $ 210,361 $ 337,511 $ (171,898) $ 165,613 |
Schedule of expected amortization of purchased intangibles for each of the next five years | The table below shows our expected amortization of purchased intangibles as of September 30, 2020, for each of the next five years and thereafter (in thousands): Transportation Cubic Mission Systems Solutions Total 2021 $ 17,732 $ 42,996 $ 60,728 2022 17,101 23,954 41,055 2023 11,960 16,508 28,468 2024 11,404 14,534 25,939 2025 11,304 13,071 24,375 Thereafter 18,187 11,610 29,796 $ 87,688 $ 122,673 $ 210,361 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Financing Arrangements | |
Schedule of long-term debt | Long-term debt consists of the following (in thousands): September 30, 2020 2019 Term Loan from a group of financial institutions $ 444,375 $ — Senior unsecured notes payable — 200,000 Less unamortized debt issuance costs (3,010) (176) Less current portion (11,250) (10,714) $ 430,115 $ 189,110 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Leases | |
Schedule of Operating Lease Portfolio | Operating Lease Portfolio September 30, 2020 Right-of-use assets $ 87.2 Lease liabilities 97.4 Weighted average remaining lease term 7.6 years Weighted average discount rate 3.0% |
Schedule of operating Expense and Other Information | Operating Lease Expense Year Ended September 30, 2020 Operating lease expense $ 19.2 Short-term lease expense 0.2 Variable lease expense 3.0 Total lease expense $ 22.4 Other Information Year Ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities $ 18.5 Right-of-use assets obtained in exchange for new operating lease liabilities 20.4 |
Schedule of Maturities of Lease Liabilities | Our future minimum lease commitments of our operating leases on an undiscounted basis, reconciled to the lease liability at September 30, 2020 were as follows (in millions): 2021 $ 18.4 2022 15.9 2023 13.9 2024 13.1 2025 10.9 Thereafter 37.4 Total lease payments 109.6 Less: imputed interest (12.2) Present value of operating lease liabilities $ 97.4 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Components of income (loss) before income taxes | Income (loss) from continuing operations before income taxes includes the following components (in thousands): Years Ended September 30, 2020 2019 2018 (in thousands) United States $ (66,358) $ (535) $ (51,049) Foreign 62,913 52,881 65,935 Total $ (3,445) $ 52,346 $ 14,886 |
Significant components of the provision (benefit) for income taxes | Significant components of the provision (benefit) for income taxes from continuing operations are as follows: Years Ended September 30, 2020 2019 2018 (in thousands) Current: Federal $ (3,082) $ (710) $ (4,775) State 2,297 2,898 976 Foreign 9,565 10,523 19,882 Total current 8,780 12,711 16,083 Deferred: Federal (10,733) (4,553) (7,874) State (6,960) (135) 482 Foreign 2,533 3,017 (1,598) Total deferred (15,160) (1,671) (8,990) Provision (benefit) for income taxes $ (6,380) $ 11,040 $ 7,093 |
Reconciliation of income tax computed at the U.S. federal statutory tax rate to income tax expense (benefit) | The reconciliation of income tax computed at the U.S. federal statutory tax rate to income tax expense (benefit) is as follows: Years Ended September 30, 2020 2019 2018 (in thousands) Tax expense (benefit) at U.S. statutory rate $ (721) $ 10,992 $ 3,124 State income taxes, net of federal tax effect (1,879) 1,416 (237) Base Erosion and Anti-abuse Tax 3,148 540 — Global Intangible Low-Tax Income 7,387 8,182 — Foreign rate differential (494) 2,149 5,684 Nondeductible expenses 652 4 1,020 Stock based compensation 1,056 438 226 Acquisition related Items (704) 831 166 Tax credits (3,962) (4,767) (2,656) Reserve for tax contingencies (575) (1,468) (1,047) Deferred tax asset valuation allowance (9,017) (10,007) 8,784 Impact of U.S. Tax Reform — — (7,053) Non-controlling interest in equity arrangements (967) 1,802 99 Other (304) 928 (1,017) Provision (benefit) for income taxes $ (6,380) $ 11,040 $ 7,093 |
Significant components of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities are as follows: September 30, 2020 2019 (in thousands) Deferred tax assets: Accrued employee benefits $ 17,371 $ 11,409 Allowances for loss contingencies 2,726 3,561 Debt obligation basis difference 4,630 — Deferred compensation 2,930 3,071 Foreign currency mark-to-market 919 — Inventory valuation 4,897 8,036 Long-term contracts 7,335 6,995 Prepaid and accrued expenses 151 1,816 Property, plant and equipment 1,632 — Retirement benefits 3,930 4,967 Tax credit carryforwards 39,356 33,118 Loss carryforwards 46,614 36,248 Other 308 818 Total gross deferred tax assets 132,799 110,039 Valuation allowance (59,817) (69,098) Total deferred tax assets 72,982 40,941 Deferred tax liabilities: Debt obligation basis difference — (4,582) Deferred revenue (15,617) (12,135) Intangible assets (36,261) (18,592) Lease right-of-use assets (20,271) — Property, plant and equipment — (4,524) Unremitted earnings (2,159) (977) Other (71) (587) Total deferred tax liabilities (74,379) (41,397) Net deferred tax asset (liability) $ (1,397) $ (456) |
Expiration of tax credit carryforwards | At September 30, 2020, we have federal and state income tax credit carryforwards (in thousands) which begin to expire as follows: U.S. foreign tax credits $ 4,547 2024 U.S. research and development tax credits 20,475 2025 State research and development tax credits 28,136 2038 & Do not expire |
Expiration of federal, state and foreign net operating losses | We have federal, state and foreign capital and net operating losses (in thousands) which begin to expire as follows: U.S. net operating loss carryforwards $ 159,676 2033 U.S. capital loss carryforwards 10,052 2023 State loss carryforwards 118,791 2023 State capital loss carryforwards 27,639 2023 Foreign net operating loss carryforwards 18,959 Do not expire |
Aggregate changes in the total gross unrecognized tax benefits | During fiscal 2020 and 2019, the aggregate changes in our total gross amount of unrecognized tax benefits are summarized as follows: September 30, 2020 2019 (in thousands) Balance at beginning of year $ 18,575 $ 9,942 Additions (reductions) for tax positions taken in prior years (8,794) 8,458 Recognition of benefits from expiration of statutes (904) (776) Additions for tax positions related to the current year 890 951 Balance at end of year $ 9,767 $ 18,575 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and 2019 (in thousands): Notional Principal September 30, 2020 September 30, 2019 Instruments designated as accounting hedges: Foreign currency forwards $ 92,931 $ 143,164 Interest rate swaps 595,000 95,000 Instruments not receiving hedge accounting treatment: Foreign currency forwards $ 4,298 $ 24,220 |
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 consolidated balance sheets (in thousands): Fair Value Balance Sheet Location September 30, 2020 September 30, 2019 Asset derivatives: Foreign currency forwards Other current assets $ 1,398 $ 2,635 Foreign currency forwards Other assets 222 619 Forward starting swaps Other assets — 240 Total $ 1,620 $ 3,494 Liability derivatives: Foreign currency forwards Accrued compensation and current liabilities $ 4,557 $ 529 Foreign currency forwards Other noncurrent liabilities 866 228 Forward starting swaps Other noncurrent liabilities 13,204 — Total $ 18,627 $ 757 |
Schedule of gains and losses recognized in other comprehensive 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): September 30, 2020 September 30, 2019 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 $ (2,706) $ 3,695 $ 4,104 $ 1,945 Forward starting swap (13,444) — 240 — Total $ (16,150) $ 3,695 $ 4,344 $ 1,945 |
Pension, Profit Sharing and O_2
Pension, Profit Sharing and Other Benefit Plans (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Pension Plans | |
Schedule of projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit pension plans | The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit pension plans were as follows (in thousands): September 30, 2020 2019 Projected benefit obligation $ 251,892 $ 246,697 Accumulated benefit obligation 251,892 246,697 Fair value of plan assets 232,132 221,311 |
Schedule of changes in the projected benefit obligation and fair value of plan assets and the funded status | The following table sets forth changes in the projected benefit obligation and fair value of plan assets and the funded status for these defined benefit plans (in thousands): September 30, 2020 2019 Change in benefit obligations: Net benefit obligation at the beginning of the year $ 246,697 $ 222,332 Service cost 656 590 Interest cost 6,045 7,617 Actuarial loss 464 32,067 Gross benefits paid (9,067) (8,141) Foreign currency exchange rate changes 7,097 (7,768) Net benefit obligation at the end of the year 251,892 246,697 Change in plan assets: Fair value of plan assets at the beginning of the year 221,311 214,530 Actual return on plan assets 7,302 17,794 Employer contributions 7,175 4,842 Gross benefits paid (9,067) (8,141) PBGC Premium paid (164) (177) Administrative expenses (617) (541) Foreign currency exchange rate changes 6,192 (6,996) Fair value of plan assets at the end of the year 232,132 221,311 Unfunded status of the plans (19,760) (25,386) Unrecognized net actuarial loss 74,099 70,095 Net amount recognized $ 54,339 $ 44,709 Amounts recognized in Accumulated OCI Liability adjustment to OCI $ (74,099) $ (70,095) Deferred tax asset 13,077 11,667 Valuation allowance on deferred tax asset 108 (1,172) Accumulated other comprehensive loss $ (60,914) $ (59,600) |
Components of net periodic pension cost (benefit) | The components of net periodic pension cost (benefit) were as follows (in thousands): Years Ended September 30, 2020 2019 2018 Service cost $ 656 $ 590 $ 606 Interest cost 6,045 7,617 7,529 Expected return on plan assets (11,770) (11,990) (14,120) Amortization of actuarial loss 3,900 2,098 2,777 Administrative expenses 336 348 438 Net pension benefit $ (833) $ (1,337) $ (2,770) |
Schedule of weighted-average assumptions used to determine benefit obligation and net periodic benefit cost | Years Ended September 30, 2020 2019 2018 Weighted-average assumptions used to determine benefit obligation at September 30: Discount rate 2.1% 2.5% 3.6% Rate of compensation increase 2.9% 3.1% 3.3% Weighted-average assumptions used to determine net periodic benefit cost for the years ended September 30: Discount rate 2.5% 3.6% 3.3% Expected return on plan assets 5.2% 5.7% 6.8% Rate of compensation increase 3.1% 3.3% 3.2% |
Schedule of target ranges for each major category of the plans' assets | The target ranges for each major category of the plans’ assets at September 30, 2020 are as follows: Allocation Asset Category Range Equity securities 20% to 55% Debt securities 25% to 75% Cash 0% to 55% Real estate 0% to 10% |
Schedule of fair value of the assets of defined benefit pension plans by asset category and their level within the fair value hierarchy | September 30, 2020 September 30, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Plan assets held at fair value: Cash equivalents $ 1,827 $ — $ — $ 1,827 $ 2,908 $ — $ — $ 2,908 Plan assets held at net asset value practical expedient*: Equity Funds 99,768 100,302 Fixed Income Funds 113,310 105,651 Diversified Growth Funds 3,626 8,886 Real Estate Funds 13,601 3,564 Total assets held at net asset value practical expedient: $ 230,305 $ 218,403 Total Plan Assets $ 232,132 $ 221,311 * Plan assets measured at fair value using NAV (or its equivalent) as a practical expedient have not been categorized in the fair value hierarchy. |
Schedule of expected pension benefit payments, which reflect expected future service | We expect to pay the following pension benefit payments (in thousands): 2021 $ 8,875 2022 9,044 2023 9,048 2024 9,308 2025 9,799 2024-2028 51,083 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
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 and fiscal 2020: 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% RSUs granted during fiscal 2019 Valuation Date November 21, 2018 April 1, 2019 Grant date fair value per RSU $67.40 $59.29 Performance period begins October 1, 2018 October 1, 2018 Performance period ends September 30, 2021 September 30, 2021 Risk-free interest rate 2.8% 2.8% Expected volatility 34% 34% |
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, 2018 366,460 $ 52.31 Granted 239,874 63.25 Vested (145,409) 50.76 Forfeited (38,831) 54.67 Unvested at September 30, 2019 422,094 $ 58.84 Granted 394,271 57.42 Vested (173,689) 55.93 Forfeited (88,253) 60.11 Unvested at September 30, 2020 554,423 $ 58.54 Unvested RSUs with Performance-Based Vesting Weighted Average Number of Shares Grant-Date Fair Value per Share Unvested at September 30, 2018 635,628 $ 50.11 Granted — — Vested — — Forfeited (320,366) 44.63 Unvested at September 30, 2019 315,262 $ 55.67 Granted — — Vested — — Forfeited (177,492) 47.57 Unvested at September 30, 2020 137,770 $ 61.40 Unvested RSUs with Performance- and Market-Based Vesting Weighted Average Number of Shares Grant-Date Fair Value per Share Unvested at September 30, 2018 — $ — Granted 237,616 66.79 Vested — — Forfeited (10,214) 67.40 Unvested at September 30, 2019 227,402 $ 66.77 Granted 346,826 41.13 Vested — — Forfeited (102,732) 50.03 Unvested at September 30, 2020 471,496 $ 51.56 |
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): Years Ended September 30, 2020 2019 2018 Cost of sales $ 2,837 $ 1,766 $ 1,096 Selling, general and administrative 19,391 13,722 6,419 Restructuring costs 500 — — $ 22,728 $ 15,488 $ 7,515 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Business Segment Information | |
Schedule of business segment financial data | Business segment financial data is as follows (in millions): Years Ended September 30, 2020 2019 2018 Sales: Cubic Transportation Systems $ 840.9 $ 849.8 $ 670.7 Cubic Mission Solutions 337.1 328.8 207.0 Cubic Global Defense Systems 298.2 317.9 325.2 Total sales $ 1,476.2 $ 1,496.5 $ 1,202.9 Operating income (loss): Cubic Transportation Systems $ 121.0 $ 77.2 $ 60.4 Cubic Mission Solutions (26.7) 7.8 (0.1) Cubic Global Defense Systems 22.9 23.0 16.6 Unallocated corporate expenses (55.6) (21.8) (52.5) Total operating income $ 61.6 $ 86.2 $ 24.4 Assets: Cubic Transportation Systems $ 1,050.3 $ 825.8 $ 390.2 Cubic Mission Solutions 703.6 437.9 352.9 Cubic Global Defense 347.5 394.2 360.1 Corporate 222.8 189.3 201.7 Total assets $ 2,324.2 $ 1,847.2 $ 1,304.9 Depreciation and amortization: Cubic Transportation Systems $ 29.5 $ 30.7 $ 12.0 Cubic Mission Solutions 47.8 23.3 22.4 Cubic Global Defense Systems 7.2 6.8 8.5 Corporate 4.0 3.9 3.7 Total depreciation and amortization $ 88.5 $ 64.7 $ 46.6 Capital expenditures: Cubic Transportation Systems $ 6.3 $ 6.6 $ 3.2 Cubic Mission Solutions 15.8 11.1 2.1 Cubic Global Defense 11.7 4.5 9.4 Corporate 15.4 26.9 17.0 Total expenditures for long-lived assets $ 49.2 $ 49.1 $ 31.7 |
Schedule of long-lived assets by country | As of September 30, 2020 2019 2018 Long-lived assets, net: United States $ 148.2 $ 128.4 $ 106.7 United Kingdom 7.1 5.9 5.7 Other foreign countries 11.0 10.7 12.0 Total long-lived assets, net $ 166.3 $ 145.0 $ 124.4 |
Schedule of Disaggregation of Total Net Sales | Disaggregation of Total Net Sales : Sales by Geographic Region Year Ended September 30, 2020 CTS CMS CGD Total United States $ 495.6 $ 329.4 $ 106.4 $ 931.4 United Kingdom 185.8 3.2 18.9 207.9 Australia 131.0 1.8 31.5 164.3 Far East/Middle East 1.6 0.9 98.5 101.0 Other 26.9 1.8 42.9 71.6 Total sales $ 840.9 $ 337.1 $ 298.2 $ 1,476.2 Year Ended September 30, 2019 CTS CMS CGD Total United States $ 488.3 $ 322.6 $ 145.7 $ 956.6 United Kingdom 196.5 1.6 20.1 218.2 Australia 131.9 2.6 29.0 163.5 Far East/Middle East 9.4 0.9 63.7 74.0 Other 23.7 1.1 59.4 84.2 Total sales $ 849.8 $ 328.8 $ 317.9 $ 1,496.5 Year Ended September 30, 2018 CTS CMS CGD Total United States $ 273.4 $ 199.8 $ 154.6 $ 627.8 United Kingdom 217.2 2.7 20.8 240.7 Australia 130.7 2.4 33.6 166.7 Far East/Middle East 9.8 1.2 75.4 86.4 Other 39.6 0.9 40.8 81.3 Total sales $ 670.7 $ 207.0 $ 325.2 $ 1,202.9 Sales by End Customer: Year Ended September 30, 2020 CTS CMS CGD Total U.S. Federal Government and State and Local Municipalities $ 471.7 $ 320.7 $ 113.3 $ 905.7 Other 369.2 16.4 184.9 570.5 Total sales $ 840.9 $ 337.1 $ 298.2 $ 1,476.2 Year Ended September 30, 2019 CTS CMS CGD Total U.S. Federal Government and State and Local Municipalities $ 470.0 $ 314.0 $ 154.8 $ 938.8 Other 379.8 14.8 163.1 557.7 Total sales $ 849.8 $ 328.8 $ 317.9 $ 1,496.5 Year Ended September 30, 2018 CTS CMS CGD Total U.S. Federal Government and State and Local Municipalities $ 273.7 $ 200.6 $ 165.2 $ 639.5 Other 397.0 6.4 160.0 563.4 Total sales $ 670.7 $ 207.0 $ 325.2 $ 1,202.9 Sales by Contract Type: The table below presents total net sales disaggregated by contract type (in millions): Year Ended September 30, 2020 CTS CMS CGD Total Fixed Price $ 828.6 $ 305.0 $ 264.3 $ 1,397.9 Other 12.3 32.1 33.9 78.3 Total sales $ 840.9 $ 337.1 $ 298.2 $ 1,476.2 Year Ended September 30, 2019 CTS CMS CGD Total Fixed Price $ 838.1 $ 321.5 $ 292.8 $ 1,452.4 Other 11.7 7.3 25.1 44.1 Total sales $ 849.8 $ 328.8 $ 317.9 $ 1,496.5 Year Ended September 30, 2018 CTS CMS CGD Total Fixed Price $ 653.8 $ 206.1 $ 286.3 $ 1,146.2 Other 16.9 0.9 38.9 56.7 Total sales $ 670.7 $ 207.0 $ 325.2 $ 1,202.9 Sales by Deliverable Type: Year Ended September 30, 2020 CTS CMS CGD Total Product $ 459.7 $ 301.8 $ 186.3 $ 947.8 Service 381.2 35.3 111.9 528.4 Total sales $ 840.9 $ 337.1 $ 298.2 $ 1,476.2 Year Ended September 30, 2019 CTS CMS CGD Total Product $ 496.9 $ 301.0 $ 213.2 $ 1,011.1 Service 352.9 27.8 104.7 485.4 Total sales $ 849.8 $ 328.8 $ 317.9 $ 1,496.5 Year Ended September 30, 2018 CTS CMS CGD Total Product $ 288.1 $ 187.5 $ 229.3 $ 704.9 Service 382.6 19.5 95.9 498.0 Total sales $ 670.7 $ 207.0 $ 325.2 $ 1,202.9 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. Year Ended September 30. 2020 CTS CMS CGD Total Point in Time $ 102.1 $ 220.3 $ 6.7 $ 329.1 Over Time 738.8 116.8 291.5 1,147.1 Total sales $ 840.9 $ 337.1 $ 298.2 $ 1,476.2 Year Ended September 30. 2019 CTS CMS CGD Total Point in Time $ 83.1 $ 259.5 $ 4.8 $ 347.4 Over Time 766.7 69.3 313.1 1,149.1 Total sales $ 849.8 $ 328.8 $ 317.9 $ 1,496.5 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Restructuring | |
Schedule of restructuring charges incurred | Restructuring charges incurred by our business segments were as follows (in millions): Years Ended September 30, 2020 2019 2018 Restructuring costs: Cubic Transportation Systems $ 2.0 $ 3.2 $ 0.4 Cubic Mission Solutions 2.3 — 0.2 Cubic Global Defense Systems 3.0 3.3 1.3 Unallocated corporate expenses 9.3 8.9 3.1 Total restructuring costs $ 16.6 $ 15.4 $ 5.0 |
Schedule of rollforward of restructuring liability | The following table presents a rollforward of our restructuring liability as of September 30, 2020, which is included within accrued compensation and other current liabilities within our consolidated balance sheet, (in millions): Restructuring Liability Restructuring Liability Employee Separation and Other Consulting Costs Balance as of October 1, 2018 $ 0.6 $ 0.3 Accrued costs 7.5 7.9 Cash payments (6.1) (7.4) Balance as of September 30, 2019 $ 2.0 $ 0.8 Accrued costs 13.5 3.1 Cash payments (10.3) (3.1) Balance as of September 30, 2020 $ 5.2 $ 0.8 |
Summary of Quarterly Results _2
Summary of Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Summary of Quarterly Results of Operations (Unaudited) | |
Summary of quarterly results of operations | The following is a summary of our quarterly results of operations for the fiscal years ended September 30, 2020 and 2019: Year Three Months Ended Ended Fiscal 2020 September 30 June 30 March 31 December 31 September 30 (in thousands, except per share data) Net sales $ 475,475 $ 350,439 $ 321,482 $ 328,839 $ 1,476,235 Operating income (loss) 73,286 24,706 (29,934) (6,483) 61,575 Net income (loss) 57,632 (1,155) (39,123) (20,575) (3,221) Net income (loss) per share, basic 1.85 (0.04) (1.25) (0.66) (0.10) Net income (loss) per share, diluted 1.84 (0.04) (1.25) (0.66) (0.10) Year Three Months Ended Ended Fiscal 2019 September 30 June 30 March 31 December 31 September 30 (in thousands, except per share data) Net sales $ 471,198 $ 382,679 $ 337,339 $ 305,259 $ 1,496,475 Operating income (loss) 58,619 34,725 (6,541) (566) 86,237 Net income (loss) 41,763 23,910 (9,392) (6,587) 49,694 Net income (loss) per share, basic 1.39 0.77 (0.30) (0.23) 1.63 Net income (loss) per share, diluted 1.38 0.77 (0.30) (0.23) 1.62 The following table summarizes the aggregate impact of net changes in contract estimates (amounts in thousands, except per share data): Three Months Ended September 30, 2020 2019 Operating income (loss) $ 3,173 $ (1,420) Net income (loss) from continuing operations attributable to Cubic 1,946 (1,615) Diluted earnings (loss) per share 0.06 (0.05) |
Summary of Significant Accoun_4
Summary of Significant Accounting Polices - Organization and Nature of the Business - (Details) | 12 Months Ended |
Sep. 30, 2020segment | |
Organization and Nature of the Business | |
Number of Reportable Segments | 3 |
Summary of Significant Accoun_5
Summary of Significant Accounting Polices - Foreign Currency Transactions and Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Foreign Currency Transactions and Translations | |||
Total transaction gains (losses) related primarily to advances to and between foreign subsidiaries | $ 2.4 | $ 0.7 | $ (2.2) |
Summary of Significant Accoun_6
Summary of Significant Accounting Polices - ASC 606 (Details) - USD ($) $ in Thousands | Oct. 01, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition | ||||||||||||
Shareholders' equity | $ 988,180 | $ 980,568 | $ 988,180 | $ 980,568 | ||||||||
Net sales | $ 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | $ 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | $ 1,476,235 | $ 1,496,475 | $ 1,202,898 | |
ASU 2014-09 | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition | ||||||||||||
Net sales | $ 114,900 | |||||||||||
Cost of Goods Sold | $ 90,400 | |||||||||||
ASU 2014-09 | Cumulative effect of accounting standard adoption | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition | ||||||||||||
Shareholders' equity | $ 24,500 |
Summary of Significant Accoun_7
Summary of Significant Accounting Polices - Cash Equivalents (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Cash Equivalents | ||
Restricted cash | $ 27.3 | $ 29.5 |
Summary of Significant Accoun_8
Summary of Significant Accounting Polices - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Accounts Receivable | ||
Allowance for doubtful accounts | $ 1,498 | $ 1,392 |
Summary of Significant Accoun_9
Summary of Significant Accounting Polices - PPNE, Impairment of Long-Lived Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Impairment of Long-Lived Assets | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Software | Minimum | |||
Property, Plant and Equipment | |||
Property, plant and equipment, useful life | 3 years | ||
Software | Maximum | |||
Property, Plant and Equipment | |||
Property, plant and equipment, useful life | 7 years |
Summary of Significant Accou_10
Summary of Significant Accounting Polices - EPS (Details) - shares shares in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net income (loss) per share: | |||
Weighted average shares - basic | 31,299 | 30,495 | 27,229 |
Effect of dilutive securities | 111 | 122 | |
Weighted average shares - diluted | 31,299 | 30,606 | 27,351 |
Number of anti-dilutive securities | 1,064 |
Summary of Significant Accou_11
Summary of Significant Accounting Polices - New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Oct. 01, 2019 | Sep. 30, 2019 |
Recent Accounting Pronouncements | |||
Operating lease right-of-use asset | $ 87,167 | ||
Lease liabilities | 97,400 | ||
Retained earnings | $ 850,472 | $ 862,948 | |
ASU 2016-02 | |||
Recent Accounting Pronouncements | |||
Operating lease right-of-use asset | $ 80,000 | ||
Lease liabilities | $ 88,000 | ||
ASU 2016-02 | Cumulative effect of accounting standard adoption | |||
Recent Accounting Pronouncements | |||
Retained earnings | $ (800) |
Acquisitions and Divestitures -
Acquisitions and Divestitures - CGD Services - Income (loss) from discontinued operations (Details) - Cubic Global Defense Services - Disposed of by sale - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2018 | May 31, 2018 | |
Divestitures | |||
Consideration from sale | $ 135 | ||
Cash received in connection with the sale | $ 2.7 | $ 133.8 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Equity Method Investment (Details) - USD ($) $ in Millions | Jan. 03, 2020 | Jan. 03, 2020 | Jan. 03, 2020 | Nov. 30, 2019 | Sep. 30, 2019 | Jun. 27, 2019 |
Delerrok Inc. | ||||||
Equity method investment | ||||||
Remaining outstanding shares purchased (as a percent) | 82.50% | 82.50% | 82.50% | |||
Fair value of consideration transferred | $ 45.1 | |||||
Cash consideration paid | 37 | $ 43.5 | ||||
Additional contingent cash consideration to be paid | 2 | $ 2 | 2 | |||
Contingent consideration | $ 1.6 | $ 1.6 | $ 1.6 | |||
PIXIA Corp | ||||||
Equity method investment | ||||||
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) | |||||
Delerrok Inc. | ||||||
Equity method investment | ||||||
Purchase price of capital stock | $ 8.3 | |||||
Ownership percentage | 17.50% | |||||
Option to purchase remaining percentage of capital stock | 82.50% | |||||
PIXIA Corp | ||||||
Equity method investment | ||||||
Purchase price of capital stock | $ 50 | |||||
Ownership percentage | 20.00% | |||||
Option to purchase remaining percentage of capital stock | 80.00% | |||||
Cost to purchase remaining capital stock | $ 200 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Consolidated Business Acquisitions (Details) - USD ($) $ in Thousands | Jan. 03, 2020 | Mar. 31, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jan. 03, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 03, 2020 |
Purchase price allocation | ||||||||||||||||||
Goodwill | $ 784,882 | $ 578,097 | $ 784,882 | $ 578,097 | $ 333,626 | |||||||||||||
Sales and results of operations | ||||||||||||||||||
Sales | 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | 1,476,235 | 1,496,475 | 1,202,898 | |||||||
Operating income (loss) | 73,286 | 24,706 | (29,934) | (6,483) | 58,619 | 34,725 | (6,541) | (566) | 61,575 | 86,237 | 24,382 | |||||||
Net income (loss) after taxes | 57,632 | $ (1,155) | $ (39,123) | $ (20,575) | $ 41,763 | $ 23,910 | (9,392) | $ (6,587) | (3,221) | 49,694 | 12,310 | |||||||
(Gain) loss for changes in fair values of contingent consideration | (1,856) | (1,005) | $ 1,029 | |||||||||||||||
Estimated amortization expense related to the intangible assets | ||||||||||||||||||
2021 | 60,728 | 60,728 | ||||||||||||||||
2022 | 41,055 | 41,055 | ||||||||||||||||
2023 | 28,468 | 28,468 | ||||||||||||||||
2024 | 25,939 | 25,939 | ||||||||||||||||
2025 | 24,375 | 24,375 | ||||||||||||||||
Thereafter | 29,796 | $ 29,796 | ||||||||||||||||
Delerrok Inc. | ||||||||||||||||||
Estimated acquisition-date fair value of consideration | ||||||||||||||||||
Fair value of consideration transferred | $ 45,100 | |||||||||||||||||
Cash consideration paid | 37,000 | $ 43,500 | ||||||||||||||||
Contingent consideration | 1,600 | $ 1,600 | 1,600 | |||||||||||||||
Period for contingent consideration contracts | 12 months | |||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Other net assets acquired | 200 | 200 | 200 | |||||||||||||||
Accounts receivable | 900 | 900 | 900 | |||||||||||||||
Deferred tax liability | (2,000) | (2,000) | (2,000) | |||||||||||||||
Net identifiable assets acquired | 14,500 | 14,500 | 14,500 | |||||||||||||||
Goodwill | 30,600 | 30,600 | 30,600 | |||||||||||||||
Net assets acquired | $ 45,100 | 45,100 | 45,100 | |||||||||||||||
Weighted average useful life of intangible assets | 10 years | |||||||||||||||||
Sales and results of operations | ||||||||||||||||||
Sales | $ 1,700 | |||||||||||||||||
Operating income (loss) | (2,400) | |||||||||||||||||
Net income (loss) after taxes | (2,400) | |||||||||||||||||
Amortization | 1,300 | |||||||||||||||||
Acquisition-related expenses | 1,600 | |||||||||||||||||
(Gain) loss for changes in fair values of contingent consideration | (700) | |||||||||||||||||
Estimated amortization expense related to the intangible assets | ||||||||||||||||||
2021 | 1,700 | 1,700 | ||||||||||||||||
2022 | 1,600 | 1,600 | ||||||||||||||||
2023 | 1,600 | 1,600 | ||||||||||||||||
2024 | 1,600 | 1,600 | ||||||||||||||||
2025 | 1,600 | 1,600 | ||||||||||||||||
Thereafter | 6,400 | 6,400 | ||||||||||||||||
Delerrok Inc. | Maximum | ||||||||||||||||||
Estimated acquisition-date fair value of consideration | ||||||||||||||||||
Contingent consideration for certain goals | 2,000 | |||||||||||||||||
Delerrok Inc. | Trade names | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Indefinite intangible assets | $ 900 | 900 | 900 | |||||||||||||||
Delerrok Inc. | Technology | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | 14,900 | 14,900 | 14,900 | |||||||||||||||
GRIDSMART | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Accounts receivable | $ 1,700 | |||||||||||||||||
Inventory | 4,300 | |||||||||||||||||
Accounts payable and accrued expenses | (1,900) | |||||||||||||||||
Deferred tax liability | (3,300) | |||||||||||||||||
Other net assets acquired (liabilities assumed) | (500) | |||||||||||||||||
Net identifiable assets acquired | 33,000 | |||||||||||||||||
Goodwill | 53,800 | |||||||||||||||||
Net assets acquired | $ 86,800 | |||||||||||||||||
Weighted average useful life of intangible assets | 8 years | |||||||||||||||||
Sales and results of operations | ||||||||||||||||||
Sales | 27,800 | 20,600 | ||||||||||||||||
Operating income (loss) | 3,600 | 900 | ||||||||||||||||
Net income (loss) after taxes | 3,600 | 900 | ||||||||||||||||
Amortization | 5,300 | 4,000 | ||||||||||||||||
Acquisition-related expenses | 700 | 2,900 | ||||||||||||||||
Estimated amortization expense related to the intangible assets | ||||||||||||||||||
2021 | 3,900 | 3,900 | ||||||||||||||||
2022 | 3,500 | 3,500 | ||||||||||||||||
2023 | 3,500 | 3,500 | ||||||||||||||||
2024 | 3,500 | 3,500 | ||||||||||||||||
2025 | 3,500 | 3,500 | ||||||||||||||||
Thereafter | 4,600 | 4,600 | ||||||||||||||||
GRIDSMART | Trade names | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Indefinite intangible assets | $ 2,400 | |||||||||||||||||
GRIDSMART | Customer relationships | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | 3,600 | |||||||||||||||||
GRIDSMART | Technology | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | $ 25,700 | |||||||||||||||||
Trafficware | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Accounts receivable | $ 10,400 | |||||||||||||||||
Inventory | 9,900 | |||||||||||||||||
Accounts payable and accrued expenses | (9,500) | |||||||||||||||||
Other net assets acquired (liabilities assumed) | (2,000) | |||||||||||||||||
Net identifiable assets acquired | 83,400 | |||||||||||||||||
Goodwill | 153,800 | |||||||||||||||||
Net assets acquired | $ 237,200 | |||||||||||||||||
Weighted average useful life of intangible assets | 7 years | |||||||||||||||||
Sales and results of operations | ||||||||||||||||||
Sales | 56,000 | 53,800 | ||||||||||||||||
Operating income (loss) | (3,600) | (11,000) | ||||||||||||||||
Net income (loss) after taxes | (3,600) | (11,000) | ||||||||||||||||
Amortization | 11,400 | 15,300 | ||||||||||||||||
Acquisition-related expenses | 1,100 | 5,200 | ||||||||||||||||
Estimated amortization expense related to the intangible assets | ||||||||||||||||||
2021 | 11,400 | 11,400 | ||||||||||||||||
2022 | 11,400 | 11,400 | ||||||||||||||||
2023 | 6,400 | 6,400 | ||||||||||||||||
2024 | 5,900 | 5,900 | ||||||||||||||||
2025 | 5,900 | 5,900 | ||||||||||||||||
Thereafter | 6,900 | 6,900 | ||||||||||||||||
Trafficware | Trade names | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Indefinite intangible assets | $ 4,600 | |||||||||||||||||
Trafficware | Backlog | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | 4,800 | |||||||||||||||||
Trafficware | Customer relationships | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | 21,900 | |||||||||||||||||
Trafficware | Technology | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | $ 43,300 | |||||||||||||||||
PIXIA Corp | ||||||||||||||||||
Estimated acquisition-date fair value of consideration | ||||||||||||||||||
Fair value of consideration transferred | 197,800 | 245,200 | ||||||||||||||||
Cash consideration paid | 247,800 | |||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Accounts receivable, prepaids and other assets | 3,800 | 3,800 | 3,800 | |||||||||||||||
Deferred tax liability | (17,600) | (17,600) | (17,600) | |||||||||||||||
Other net assets acquired (liabilities assumed) | (1,800) | (1,800) | (1,800) | |||||||||||||||
Net identifiable assets acquired | 72,200 | 72,200 | 72,200 | |||||||||||||||
Goodwill | 173,000 | 173,000 | 173,000 | |||||||||||||||
Net assets acquired | $ 245,200 | 245,200 | 245,200 | |||||||||||||||
Weighted average useful life of intangible assets | 4 years | |||||||||||||||||
Sales and results of operations | ||||||||||||||||||
Sales | 23,400 | |||||||||||||||||
Operating income (loss) | (9,200) | |||||||||||||||||
Net income (loss) after taxes | (9,200) | |||||||||||||||||
Amortization | 21,500 | |||||||||||||||||
Acquisition-related expenses | 4,200 | |||||||||||||||||
Estimated amortization expense related to the intangible assets | ||||||||||||||||||
2021 | 28,700 | 28,700 | ||||||||||||||||
2022 | 12,700 | 12,700 | ||||||||||||||||
2023 | 7,300 | 7,300 | ||||||||||||||||
2024 | 7,300 | 7,300 | ||||||||||||||||
2025 | 7,300 | 7,300 | ||||||||||||||||
Thereafter | 3,200 | $ 3,200 | ||||||||||||||||
PIXIA Corp | Trade names | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Indefinite intangible assets | $ 5,700 | 5,700 | 5,700 | |||||||||||||||
PIXIA Corp | Backlog | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | 42,500 | 42,500 | 42,500 | |||||||||||||||
PIXIA Corp | Customer relationships | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | 25,500 | 25,500 | 25,500 | |||||||||||||||
PIXIA Corp | Technology | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | $ 14,100 | $ 14,100 | $ 14,100 | |||||||||||||||
Nuvotronics | ||||||||||||||||||
Estimated acquisition-date fair value of consideration | ||||||||||||||||||
Fair value of consideration transferred | $ 66,800 | |||||||||||||||||
Period for contingent consideration contracts | 12 months | |||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Accounts receivable and contract assets | 2,600 | 2,600 | ||||||||||||||||
Fixed assets | 2,700 | 2,700 | ||||||||||||||||
Accounts payable and accrued expenses | (1,800) | (1,800) | ||||||||||||||||
Deferred tax liability | (3,200) | (3,200) | ||||||||||||||||
Other net assets acquired (liabilities assumed) | (600) | (600) | ||||||||||||||||
Net identifiable assets acquired | 26,400 | 26,400 | ||||||||||||||||
Goodwill | 40,400 | 40,400 | ||||||||||||||||
Net assets acquired | $ 66,800 | 66,800 | ||||||||||||||||
Weighted average useful life of intangible assets | 9 years | |||||||||||||||||
Sales and results of operations | ||||||||||||||||||
Sales | $ 13,500 | 7,400 | ||||||||||||||||
Operating income (loss) | (9,800) | (6,900) | ||||||||||||||||
Net income (loss) after taxes | (9,800) | (6,900) | ||||||||||||||||
Amortization | 4,000 | 1,200 | ||||||||||||||||
Acquisition-related expenses | 1,700 | 3,700 | ||||||||||||||||
(Gain) loss for changes in fair values of contingent consideration | (4,200) | (700) | ||||||||||||||||
Estimated amortization expense related to the intangible assets | ||||||||||||||||||
2021 | 3,000 | 3,000 | ||||||||||||||||
2022 | 3,000 | 3,000 | ||||||||||||||||
2023 | 2,900 | 2,900 | ||||||||||||||||
2024 | 2,700 | 2,700 | ||||||||||||||||
2025 | 2,500 | 2,500 | ||||||||||||||||
Thereafter | 7,600 | 7,600 | ||||||||||||||||
Nuvotronics | Maximum | ||||||||||||||||||
Estimated acquisition-date fair value of consideration | ||||||||||||||||||
Contingent consideration | 8,000 | 8,000 | ||||||||||||||||
Nuvotronics | Trade names | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Indefinite intangible assets | $ 1,500 | 1,500 | ||||||||||||||||
Nuvotronics | Backlog | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | 2,000 | 2,000 | ||||||||||||||||
Nuvotronics | Technology | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | 22,700 | 22,700 | ||||||||||||||||
Nuvotronics | Non-compete agreements | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | $ 500 | $ 500 | ||||||||||||||||
Shield Aviation | ||||||||||||||||||
Estimated acquisition-date fair value of consideration | ||||||||||||||||||
Fair value of consideration transferred | $ 12,800 | |||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Other net assets acquired (liabilities assumed) | (300) | |||||||||||||||||
Net identifiable assets acquired | 6,300 | |||||||||||||||||
Goodwill | 6,500 | |||||||||||||||||
Net assets acquired | $ 12,800 | |||||||||||||||||
Weighted average useful life of intangible assets | 8 years | |||||||||||||||||
Sales and results of operations | ||||||||||||||||||
Operating income (loss) | (6,500) | (5,300) | ||||||||||||||||
Net income (loss) after taxes | (6,500) | (5,300) | ||||||||||||||||
Amortization | 800 | 800 | ||||||||||||||||
(Gain) loss for changes in fair values of contingent consideration | 1,800 | $ (1,800) | ||||||||||||||||
Estimated amortization expense related to the intangible assets | ||||||||||||||||||
2021 | 800 | 800 | ||||||||||||||||
2022 | 800 | 800 | ||||||||||||||||
2023 | 800 | 800 | ||||||||||||||||
2024 | 800 | 800 | ||||||||||||||||
2025 | 800 | 800 | ||||||||||||||||
Thereafter | 600 | 600 | ||||||||||||||||
Shield Aviation | Maximum | ||||||||||||||||||
Estimated acquisition-date fair value of consideration | ||||||||||||||||||
Contingent consideration | $ 10,000 | $ 10,000 | ||||||||||||||||
Shield Aviation | Technology | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||
Amortizable intangible assets | $ 6,000 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Pro forma information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Acquisitions and Divestitures | ||
Net sales | $ 1,480.5 | $ 1,540.3 |
Net loss from continuing operations | (12.5) | $ 26.4 |
Adjustments made for transaction expenses | $ 0 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2020USD ($)item | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2018USD ($) | |
Revenue recognition | ||||
Restricted cash | $ 27,300 | $ 29,500 | ||
Termination costs | $ (16,090) | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | ||||
Revenue recognition | ||||
Contract term | 12 months | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||||
Revenue recognition | ||||
Contract term | 24 months | |||
Revolving Credit Agreement | ||||
Revenue recognition | ||||
Maximum borrowing capacity under credit agreement | 800,000 | |||
Borrowings outstanding under credit agreement | 226,500 | |||
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) | 2.50% | |||
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 | |||
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 | |||
MBTA | Original MBTA Contract | Operate and Maintain Phase | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||||
Revenue recognition | ||||
Contract term | 10 years | |||
Cubic Corporation Excluding VIE | ||||
Revenue recognition | ||||
Restricted cash | $ 25,478 | 19,507 | ||
VIE | ||||
Revenue recognition | ||||
Restricted cash | 1,822 | 9,967 | ||
P3 Joint Venture | ||||
Revenue recognition | ||||
Maximum exposure to loss | $ 2,900 | |||
OpCo. | ||||
Revenue recognition | ||||
Ownership percentage | 10.00% | |||
OpCo. | Interest Rate Swaps | Not Designated as Hedging Instrument | ||||
Revenue recognition | ||||
Notional principal outstanding derivative instruments | $ 194,000 | 137,400 | ||
Unrealized loss due to fair value changes | 18,700 | 21,600 | ||
OpCo. | Interest Rate Swaps | Not Designated as Hedging Instrument | Other noncurrent liabilities | ||||
Revenue recognition | ||||
Fair value interest rate swaps | 5,900 | 21,600 | ||
OpCo. | P3 Credit Agreement | Revolving Credit Agreement | ||||
Revenue recognition | ||||
Maximum borrowing capacity under credit agreement | 15,800 | |||
OpCo. | P3 Credit Agreement | Long-term Debt Facility | ||||
Revenue recognition | ||||
Loan amount | 421,600 | |||
Unamortized deferred financing costs | 8,800 | |||
OpCo. | Boston OpCo Credit Agreement | Maximum | ||||
Revenue recognition | ||||
Borrowings outstanding under credit agreement | $ 212,400 | |||
OpCo. | Boston OpCo Amended Credit Agreement | ||||
Revenue recognition | ||||
Number of long-term debt facilities | item | 2 | |||
Repayment of outstanding balance | $ 92,600 | |||
Repayment of accrued interest | $ 7,400 | |||
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 | 17,200 | $ 8,800 | ||
OpCo. | Original MBTA Contract | ||||
Revenue recognition | ||||
Expected contract revenue | 175,800 | |||
OpCo. | Original MBTA Contract | Design and Build Phase | ||||
Revenue recognition | ||||
Expected contract revenue | 43,500 | |||
OpCo. | Original MBTA Contract | Operate and Maintain Phase | ||||
Revenue recognition | ||||
Expected contract revenue | 618,000 | |||
OpCo. | MBTA | ||||
Revenue recognition | ||||
Expected contract revenue | 596,400 | |||
OpCo. | MBTA | Original MBTA Contract | ||||
Revenue recognition | ||||
Incremental forecasted revenue | 278,900 | |||
Expected contract revenue | $ 558,500 | |||
Cubic Transportation Systems | HoldCo. | ||||
Revenue recognition | ||||
Ownership percentage | 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 | |||
Cubic Transportation Systems | OpCo. | Original MBTA Contract | ||||
Revenue recognition | ||||
Expected contract revenue | $ 427,600 | |||
John Laing | HoldCo. | ||||
Revenue recognition | ||||
Ownership percentage | 90.00% | |||
John Laing | HoldCo. | Original MBTA Contract | Equity Bridge Loan | ||||
Revenue recognition | ||||
Loan amount | $ 24,300 | |||
John Laing | HoldCo. | Amended MBTA Agreement | Equity Bridge Loan | ||||
Revenue recognition | ||||
Loan amount | $ 1,900 |
Variable Interest Entities - Ne
Variable Interest Entities - Net assets and liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
ASSETS | |||||||||||
Restricted cash | $ 27,300 | $ 29,500 | $ 27,300 | $ 29,500 | |||||||
Total assets | 2,324,221 | 1,847,170 | 2,324,221 | 1,847,170 | $ 1,304,900 | ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
Long-term debt | 430,115 | 189,110 | 430,115 | 189,110 | |||||||
Shareholders' equity related to Cubic | 960,777 | 961,649 | 960,777 | 961,649 | |||||||
Noncontrolling interest in VIE | 27,403 | 18,919 | 27,403 | 18,919 | |||||||
Total liabilities and shareholders' equity | 2,324,221 | 1,847,170 | 2,324,221 | 1,847,170 | |||||||
Revenue | 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | 1,476,235 | 1,496,475 | 1,202,898 |
Operating income (loss) | 73,286 | $ 24,706 | $ (29,934) | $ (6,483) | 58,619 | $ 34,725 | $ (6,541) | $ (566) | 61,575 | 86,237 | 24,382 |
Other income (expense), net | (28,767) | (19,957) | $ (687) | ||||||||
VIE | |||||||||||
ASSETS | |||||||||||
Cash | 1,065 | 347 | 1,065 | 347 | |||||||
Restricted cash | 1,822 | 9,967 | 1,822 | 9,967 | |||||||
Other current assets | 31 | 33 | 31 | 33 | |||||||
Long-term contracts financing receivables | 221,245 | 115,508 | 221,245 | 115,508 | |||||||
Other noncurrent assets | 1,419 | 1,419 | |||||||||
Total assets | 224,163 | 127,274 | 224,163 | 127,274 | |||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
Trade accounts payable | 49 | 25 | 49 | 25 | |||||||
Accrued compensation and other current liabilities | 85 | 191 | 85 | 191 | |||||||
Due to Cubic | 27,259 | 25,143 | 27,259 | 25,143 | |||||||
Other noncurrent liabilities | 5,890 | 21,605 | 5,890 | 21,605 | |||||||
Long-term debt | 163,348 | 61,994 | 163,348 | 61,994 | |||||||
Total liabilities | 196,631 | 108,958 | 196,631 | 108,958 | |||||||
Shareholders' equity related to Cubic | 129 | (603) | 129 | (603) | |||||||
Noncontrolling interest in VIE | 27,403 | 18,919 | 27,403 | 18,919 | |||||||
Total liabilities and shareholders' equity | $ 224,163 | $ 127,274 | 224,163 | 127,274 | |||||||
Revenue | 29,055 | 11,211 | |||||||||
Operating income (loss) | 27,914 | 9,923 | |||||||||
Other income (expense), net | (19,954) | (21,592) | |||||||||
Interest income | 6,066 | 3,704 | |||||||||
Interest Expense | $ (6,698) | $ (2,946) |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Operating income (loss) | $ 73,286 | $ 24,706 | $ (29,934) | $ (6,483) | $ 58,619 | $ 34,725 | $ (6,541) | $ (566) | $ 61,575 | $ 86,237 | $ 24,382 |
Net income (loss) from continuing operations attributable to Cubic | $ (3,657) | $ 51,117 | $ 8,067 | ||||||||
Diluted earnings (loss) per share attributable to Cubic (in dollars per share) | $ 1.84 | $ (0.04) | $ (1.25) | $ (0.66) | $ 1.38 | $ 0.77 | $ (0.30) | $ (0.23) | $ (0.10) | $ 1.62 | $ 0.45 |
OpCo. | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Ownership percentage | 10.00% | 10.00% | |||||||||
ASU 2014-09 | ASC 606 | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Operating income (loss) | $ 7,527 | $ (2,235) | $ (6,986) | ||||||||
Net income (loss) from continuing operations attributable to Cubic | $ (8,131) | $ (2,351) | $ (5,146) | ||||||||
Diluted earnings (loss) per share attributable to Cubic (in dollars per share) | $ (0.26) | $ (0.08) | $ (0.19) | ||||||||
ASU 2014-09 | ASC 606 | OpCo. | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Operating income (loss) | $ 17,200 | ||||||||||
ASU 2014-09 | ASC 606 | Cubic Transportation Systems | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Operating income (loss) | $ 14,000 |
Revenue Recognition - Backlog (
Revenue Recognition - Backlog (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining performance obligation | $ 3,667 | $ 3,401 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | ||
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]: 2021-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining performance obligation (in percent) | 45.00% | |
Contract term | 24 months |
Revenue Recognition - Accounts
Revenue Recognition - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Accounts receivable | ||
Billed | $ 161,473 | $ 127,406 |
Allowance for doubtful accounts | (1,498) | (1,392) |
Accounts receivable - net | 159,975 | 126,014 |
Trade receivables sold to a financial institution | 18,400 | 31,100 |
Receipt of withheld proceeds from sale of trade receivables | 5,521 | 5,500 |
U.S. federal government contracts | ||
Accounts receivable | ||
Amounts billed | $ 82,200 | $ 60,300 |
Revenue Recognition - Contract
Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Contract Assets and Liabilities | ||
Contract assets | $ 268,773 | $ 349,559 |
Contract liabilities | 75,546 | 46,170 |
Increase (decrease) in contract assets | (80,800) | |
Impairment losses related to contract assets | 0 | $ 0 |
Increase (decrease) in contract liabilities | 29,400 | |
Revenue recognized included in contract liability | $ 22,800 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Recurring Basis (Details) - Assets and liabilities measured at fair value - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Assets | ||
Current derivative assets | $ 1,398 | $ 2,635 |
Noncurrent derivative assets | 222 | 859 |
Total assets measured at fair value | 1,620 | 3,494 |
Liabilities | ||
Current derivative liabilities | 4,557 | 529 |
Noncurrent derivative liabilities | 14,070 | 228 |
Total liabilities measured at fair value | 29,245 | 11,631 |
Deltenna | ||
Liabilities | ||
Contingent consideration to seller | 3,004 | 1,787 |
Shield Aviation | ||
Liabilities | ||
Contingent consideration to seller | 5,566 | 3,814 |
H4 Global | ||
Liabilities | ||
Contingent consideration to seller | 1,148 | 1,073 |
Nuvotronics | ||
Liabilities | ||
Contingent consideration to seller | 4,200 | |
Delerrok Inc. | ||
Liabilities | ||
Contingent consideration to seller | 900 | |
Level 2 | ||
Assets | ||
Current derivative assets | 1,398 | 2,635 |
Noncurrent derivative assets | 222 | 859 |
Total assets measured at fair value | 1,620 | 3,494 |
Liabilities | ||
Current derivative liabilities | 4,557 | 529 |
Noncurrent derivative liabilities | 14,070 | 228 |
Total liabilities measured at fair value | 18,627 | 757 |
Level 3 | ||
Liabilities | ||
Total liabilities measured at fair value | 10,618 | 10,874 |
Level 3 | Deltenna | ||
Liabilities | ||
Contingent consideration to seller | 3,004 | 1,787 |
Level 3 | Shield Aviation | ||
Liabilities | ||
Contingent consideration to seller | 5,566 | 3,814 |
Level 3 | H4 Global | ||
Liabilities | ||
Contingent consideration to seller | 1,148 | 1,073 |
Level 3 | Nuvotronics | ||
Liabilities | ||
Contingent consideration to seller | $ 4,200 | |
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 | 12 Months Ended | |||
Sep. 30, 2020USD ($)item | Sep. 30, 2019USD ($) | Jan. 03, 2020USD ($) | Sep. 30, 2018USD ($) | |
Assets and liabilities measured at fair value on a recurring basis | ||||
Assets | $ 2,324,221 | $ 1,847,170 | $ 1,304,900 | |
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 | ||||
Investment | 5,600 | 5,300 | ||
Franklin Blackhorse, L.P | Other income (expense) | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Net loss from equity method investment | 1,100 | 300 | ||
Level 3 | ||||
Change in fair value of our Level 3 contingent consideration | ||||
Balance at the Beginning period | 10,874 | 9,114 | ||
Initial measurement recognized at acquisition | 1,600 | 4,900 | ||
Cash paid to seller | (2,135) | |||
Total remeasurement (gain) loss recognized in earnings | (1,856) | (1,005) | ||
Balance at the ending period | 10,618 | 10,874 | ||
TeraLogics | Level 3 | ||||
Change in fair value of our Level 3 contingent consideration | ||||
Balance at the Beginning period | 1,750 | |||
Cash paid to seller | (1,750) | |||
H4 Global | Level 3 | ||||
Change in fair value of our Level 3 contingent consideration | ||||
Balance at the Beginning period | 1,073 | 665 | ||
Cash paid to seller | (385) | |||
Total remeasurement (gain) loss recognized in earnings | 75 | 793 | ||
Balance at the ending period | 1,148 | 1,073 | ||
H4 Global | Maximum | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Contingent consideration for certain goals | 2,800 | |||
Deltenna | Level 3 | ||||
Change in fair value of our Level 3 contingent consideration | ||||
Balance at the Beginning period | 1,787 | 1,081 | ||
Total remeasurement (gain) loss recognized in earnings | 1,217 | 706 | ||
Balance at the ending period | 3,004 | $ 1,787 | ||
Deltenna | Maximum | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Contingent consideration for certain goals | $ 7,000 | |||
Deltenna | Volatility for underlying revenue metrics | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Measurement inputs for contingent consideration | 52 | 36 | ||
Deltenna | Discount Rate | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Measurement inputs for contingent consideration | 10.5 | 11 | ||
Shield Aviation | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Determination of fair value of contingent consideration | item | 1 | |||
Revenue risk adjustment used in determination of fair value of contingent consideration | 16.00% | 13.10% | ||
Shield Aviation | Level 3 | ||||
Change in fair value of our Level 3 contingent consideration | ||||
Balance at the Beginning period | $ 3,814 | $ 5,618 | ||
Total remeasurement (gain) loss recognized in earnings | 1,752 | (1,804) | ||
Balance at the ending period | 5,566 | $ 3,814 | ||
Shield Aviation | Maximum | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Contingent consideration | $ 10,000 | |||
Shield Aviation | Volatility for underlying revenue metrics | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Volatility for underlying earnings metrics used in determination of fair value of contingent consideration | 31.00% | 18.00% | ||
Shield Aviation | Discount Rate | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Measurement inputs for contingent consideration | 5.7 | 3.6 | ||
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 | Level 3 | ||||
Change in fair value of our Level 3 contingent consideration | ||||
Balance at the Beginning period | 4,200 | |||
Initial measurement recognized at acquisition | $ 4,900 | |||
Total remeasurement (gain) loss recognized in earnings | (4,200) | (700) | ||
Balance at the ending period | $ 4,200 | |||
Nuvotronics | Maximum | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Contingent consideration | $ 8,000 | |||
Delerrok Inc. | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Contingent consideration | $ 1,600 | |||
Period for contingent consideration contracts | 12 months | |||
Delerrok Inc. | Level 3 | ||||
Change in fair value of our Level 3 contingent consideration | ||||
Initial measurement recognized at acquisition | $ 1,600 | |||
Total remeasurement (gain) loss recognized in earnings | (700) | |||
Balance at the ending period | 900 | |||
Delerrok Inc. | Maximum | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Contingent consideration for certain goals | $ 2,000 | |||
Delerrok Inc. | Volatility for underlying revenue metrics | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Measurement inputs for contingent consideration | 14 | |||
Delerrok Inc. | Discount Rate | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Measurement inputs for contingent consideration | 3.4 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Inventories | ||
Finished products | $ 14,838 | $ 10,905 |
Work in process and inventoried costs under long-term contracts | 73,076 | 46,951 |
Materials and purchased parts | 39,337 | 48,938 |
Net inventories | 127,251 | 106,794 |
Costs incurred outside the scope of work or in advance of a contract award | $ 5,300 | $ 5,800 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | 72 Months Ended | ||
Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)building | Sep. 30, 2018USD ($) | Sep. 30, 2020USD ($) | |
PROPERTY, PLANT AND EQUIPMENT | |||||
Accumulated depreciation and amortization | $ (189,394) | $ (160,271) | $ (189,394) | ||
Property, plant and equipment - net | 166,301 | $ 144,969 | 166,301 | ||
Number of buildings | building | 2 | ||||
Lease term | 5 years | ||||
Proceeds from sale of property | $ 44,900 | $ 44,891 | |||
Gain on sale of real estate | $ 32,500 | 170 | 32,510 | ||
Development expense | 44,574 | 50,132 | $ 52,398 | ||
Depreciation of plant and equipment and amortization of leasehold improvements | 29,200 | 22,600 | 19,500 | ||
Land and land improvements | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, plant and equipment, Gross | 7,423 | 7,348 | 7,423 | ||
Buildings and improvements | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, plant and equipment, Gross | $ 49,716 | 48,191 | 49,716 | ||
Buildings and improvements | Minimum | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Estimated life (years) | 15 years | ||||
Buildings and improvements | Maximum | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Estimated life (years) | 39 years | ||||
Machinery and other equipment | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, plant and equipment, Gross | $ 132,962 | 107,297 | 132,962 | ||
Machinery and other equipment | Minimum | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Estimated life (years) | 5 years | ||||
Machinery and other equipment | Maximum | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Estimated life (years) | 10 years | ||||
Software | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, plant and equipment, Gross | $ 121,890 | 108,526 | 121,890 | ||
Costs related to the purchase and development of software | 1,100 | 3,100 | 22,500 | 140,000 | |
Addition to capitalized software expenses | $ 1,100 | 1,600 | 7,500 | ||
Development expense | 1,500 | $ 15,000 | |||
Software | Minimum | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Estimated life (years) | 3 years | ||||
Software | Maximum | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Estimated life (years) | 7 years | ||||
Leasehold improvements | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, plant and equipment, Gross | $ 22,295 | 17,064 | 22,295 | ||
Construction and internal-use software development in progress | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, plant and equipment, Gross | $ 21,409 | $ 16,814 | $ 21,409 |
Goodwill and Purchased Intang_3
Goodwill and Purchased Intangible Assets - Goodwill (Details) $ in Thousands | Apr. 01, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) |
Changes in the carrying amount of goodwill | |||
Net balances at the beginning of the period | $ 578,097 | $ 333,626 | |
Acquisitions | 204,259 | 247,380 | |
Foreign currency exchange rate changes | 2,526 | (2,909) | |
Net balance at the end of the period | $ 784,882 | 578,097 | |
Number of reporting segments | segment | 3 | ||
Impairment of goodwill | $ 0 | ||
Cubic Transportation Systems | |||
Changes in the carrying amount of goodwill | |||
Net balances at the beginning of the period | 254,592 | 49,786 | |
Acquisitions | 31,224 | 206,988 | |
Foreign currency exchange rate changes | 1,852 | (2,182) | |
Net balance at the end of the period | 287,668 | 254,592 | |
Cubic Mission Solutions | |||
Changes in the carrying amount of goodwill | |||
Net balances at the beginning of the period | 181,424 | 138,127 | |
Reassignment of goodwill | $ 3,400 | 3,428 | |
Acquisitions | 173,035 | 40,392 | |
Foreign currency exchange rate changes | 478 | (523) | |
Net balance at the end of the period | 354,937 | 181,424 | |
Cubic Global Defense Systems | |||
Changes in the carrying amount of goodwill | |||
Net balances at the beginning of the period | 142,081 | 145,713 | |
Reassignment of goodwill | $ (3,400) | (3,428) | |
Foreign currency exchange rate changes | 196 | (204) | |
Net balance at the end of the period | $ 142,277 | $ 142,081 |
Goodwill and Purchased Intang_4
Goodwill and Purchased Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Purchased intangible assets | |||
Gross Carrying Amount | $ 442,868 | $ 337,511 | |
Accumulated Amortization | (232,507) | (171,898) | |
Net Carrying Amount | 210,361 | 165,613 | |
Amortization expense | 59,309 | 42,106 | $ 27,064 |
Expected amortization for purchased intangibles for each of the next five years | |||
2021 | 60,728 | ||
2022 | 41,055 | ||
2023 | 28,468 | ||
2024 | 25,939 | ||
2025 | 24,375 | ||
Thereafter | 29,796 | ||
Total expected amortization for purchased intangibles | 210,361 | ||
Contract and program intangibles | |||
Purchased intangible assets | |||
Gross Carrying Amount | 189,419 | 181,903 | |
Accumulated Amortization | (157,145) | (138,497) | |
Net Carrying Amount | 32,275 | 43,406 | |
Other purchased intangibles | |||
Purchased intangible assets | |||
Gross Carrying Amount | 253,449 | 155,608 | |
Accumulated Amortization | (75,362) | (33,401) | |
Net Carrying Amount | 178,086 | $ 122,207 | |
Cubic Transportation Systems | |||
Expected amortization for purchased intangibles for each of the next five years | |||
2021 | 17,732 | ||
2022 | 17,101 | ||
2023 | 11,960 | ||
2024 | 11,404 | ||
2025 | 11,304 | ||
Thereafter | 18,187 | ||
Total expected amortization for purchased intangibles | 87,688 | ||
Cubic Mission Solutions | |||
Expected amortization for purchased intangibles for each of the next five years | |||
2021 | 42,996 | ||
2022 | 23,954 | ||
2023 | 16,508 | ||
2024 | 14,534 | ||
2025 | 13,071 | ||
Thereafter | 11,610 | ||
Total expected amortization for purchased intangibles | $ 122,673 |
Financing Arrangements - Long-t
Financing Arrangements - Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Financial arrangement | ||
Less unamortized debt issuance costs | $ (3,010) | $ (176) |
Less current portion | (11,250) | (10,714) |
Long-term debt | 430,115 | 189,110 |
Maturities of long-term debt | ||
2021 | 11,300 | |
2022 | 16,900 | |
2023 | 28,100 | |
2024 | 33,800 | |
2025 | 354,400 | |
Term Loan from a group of financial institutions | ||
Financial arrangement | ||
Long-term debt, gross | $ 444,375 | |
Senior unsecured notes | ||
Financial arrangement | ||
Long-term debt, gross | $ 200,000 |
Financing Arrangements - Credit
Financing Arrangements - Credit Facility (Details) $ in Thousands, £ in Millions | Mar. 27, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2020GBP (£) |
Financial arrangement | |||||
Letters of credit outstanding | $ 100,000 | ||||
Loss on extinguishment of debt | (16,090) | ||||
Self-insurance liabilities | 5,100 | $ 7,400 | |||
Letters of credit primarily for self-insured liabilities | |||||
Financial arrangement | |||||
Letters of Credit and bank guarantees outstanding | 4,000 | ||||
Fair value of instruments | 0 | ||||
Performance guarantee | |||||
Financial arrangement | |||||
Letters of credit outstanding | 96,000 | ||||
United Kingdom | |||||
Financial arrangement | |||||
Borrowings outstanding under credit agreement | 6,700 | ||||
Maximum borrowing capacity under credit agreement | 25,800 | £ 20 | |||
Cash on deposit as collateral | 25,500 | ||||
Interest Rate Swaps | Instruments designated as accounting hedges: | |||||
Financial arrangement | |||||
Notional principal outstanding derivative instruments | 595,000 | 95,000 | |||
Revolving Credit Agreement | |||||
Financial arrangement | |||||
Borrowings outstanding under credit agreement | 226,500 | ||||
Maximum borrowing capacity under credit agreement | 800,000 | ||||
Other credit facility | |||||
Financial arrangement | |||||
Letters of credit outstanding | 6,900 | ||||
Senior unsecured notes | |||||
Financial arrangement | |||||
Long-term debt, gross | $ 200,000 | ||||
Principal payments on long-term borrowings | $ 189,300 | ||||
Loss on extinguishment of debt | (16,100) | ||||
Loss on extinguishment of debt, payment to note holders | (15,900) | ||||
Loss on extinguishment of debt, write-off of debt issuance costs | 200 | ||||
Senior unsecured notes | Minimum | |||||
Financial arrangement | |||||
Interest rate (as a percent) | 3.35% | ||||
Senior unsecured notes | Maximum | |||||
Financial arrangement | |||||
Interest rate (as a percent) | 3.93% | ||||
Term Loan from a group of financial institutions | |||||
Financial arrangement | |||||
Long-term debt, gross | $ 444,375 | ||||
Credit Facility | |||||
Financial arrangement | |||||
Weighted average interest rate on outstanding borrowings (as a percent) | 2.15% | 2.15% | |||
Amount of interest paid | $ 20,100 | $ 16,800 | $ 10,000 | ||
Debt issuance costs incurred | $ 3,400 | ||||
Unamortized debt issuance costs | $ 5,600 | ||||
Credit Facility | Interest Rate Swaps | Instruments designated as accounting hedges: | |||||
Financial arrangement | |||||
Fixed interest rate of derivative instrument (as a percent) | 2.74% | 2.74% | |||
Notional principal outstanding derivative instruments | $ 500,000 | ||||
Credit Facility | LIBOR | Minimum | |||||
Financial arrangement | |||||
Variable interest rate (as a percent) | 1.00% | ||||
Credit Facility | LIBOR | Maximum | |||||
Financial arrangement | |||||
Variable interest rate (as a percent) | 2.00% | ||||
Credit Facility | Revolving Credit Agreement | |||||
Financial arrangement | |||||
Borrowings outstanding under credit agreement | 209,000 | ||||
Letters of credit outstanding | 93,100 | ||||
Maximum borrowing capacity under credit agreement | $ 850,000 | $ 800,000 | |||
Available amount under line of credit | 547,900 | ||||
Credit Facility | Term Loan from a group of financial institutions | |||||
Financial arrangement | |||||
Principal amount of debt instrument | $ 450,000 | ||||
Long-term debt, gross | $ 444,400 |
Financing Arrangements - Underw
Financing Arrangements - Underwritten Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2020 | |
Financing Arrangements | |||
Stock issued under equity offering, net (in shares) | 3,795,000 | 3,795,000 | |
Stock offering price (per share) | $ 60 | ||
Proceeds from equity offering, net | $ 215,800 | $ 215,832 | |
Underwriting discounts and commissions and offering expenses | $ 11,900 | ||
Self-insurance liabilities | $ 7,400 | $ 5,100 |
Leases - Operating Lease Portfo
Leases - Operating Lease Portfolio (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases | |
Right-of-use assets | $ 87,167 |
Lease liabilities | $ 97,400 |
Weighted average remaining lease term | 7 years 7 months 6 days |
Weighted average discount rate | 3.00% |
Leases - Operating Lease Expens
Leases - Operating Lease Expense (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Leases | |
Operating lease expense | $ 19.2 |
Short-term lease expense | 0.2 |
Variable lease expense | 3 |
Total lease expense | $ 22.4 |
Leases - Other Information (Det
Leases - Other Information (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Leases | |
Cash paid for amounts included in the measurement of lease liabilities | $ 18.5 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 20.4 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Millions | 12 Months Ended | ||
Sep. 30, 2019USD ($)building | Sep. 30, 2018USD ($) | Sep. 30, 2020USD ($) | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||
2021 | $ 18.4 | ||
2022 | 15.9 | ||
2023 | 13.9 | ||
2024 | 13.1 | ||
2025 | 10.9 | ||
Thereafter | 37.4 | ||
Total lease payments | 109.6 | ||
Less: imputed interest | (12.2) | ||
Present value of operating lease liabilities | $ 97.4 | ||
Number of buildings | building | 2 | ||
Lease term | 5 years | ||
Rental expense for operating leases | $ 13.3 | $ 11.6 | |
Sublease income | $ 0.2 | $ 0.2 |
Income Taxes - Components of in
Income Taxes - Components of income (loss) and provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Components of income (loss) before income taxes | |||
United States | $ (66,358) | $ (535) | $ (51,049) |
Foreign | 62,913 | 52,881 | 65,935 |
Income (loss) from continuing operations before income taxes | (3,445) | 52,346 | 14,886 |
Current: | |||
Federal | (3,082) | (710) | (4,775) |
State | 2,297 | 2,898 | 976 |
Foreign | 9,565 | 10,523 | 19,882 |
Total current | 8,780 | 12,711 | 16,083 |
Deferred: | |||
Federal | (10,733) | (4,553) | (7,874) |
State | (6,960) | (135) | 482 |
Foreign | 2,533 | 3,017 | (1,598) |
Total deferred | (15,160) | (1,671) | (8,990) |
Provision (benefit) for income taxes | $ (6,380) | $ 11,040 | $ 7,093 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax and unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Reconciliation of income tax computed at the U.S. federal statutory tax rate to income tax expense | |||
Tax expense (benefit) at U.S. statutory rate | $ (721) | $ 10,992 | $ 3,124 |
State income taxes, net of federal tax effect | (1,879) | 1,416 | (237) |
Base Erosion and Anti-abuse Tax | 3,148 | 540 | |
Global Intangible Low-Tax Income | 7,387 | 8,182 | |
Foreign rate differential | (494) | 2,149 | 5,684 |
Nondeductible expenses | 652 | 4 | 1,020 |
Stock based compensation | 1,056 | 438 | 226 |
Acquisition related Items | (704) | 831 | 166 |
Tax credits | (3,962) | (4,767) | (2,656) |
Reserve for tax contingencies | (575) | (1,468) | (1,047) |
Deferred tax asset valuation allowance | (9,017) | (10,007) | 8,784 |
Impact of U.S. Tax Reform | (7,053) | ||
Non-controlling interest in equity arrangements | (967) | 1,802 | 99 |
Other | (304) | 928 | (1,017) |
Provision (benefit) for income taxes | $ (6,380) | $ 11,040 | $ 7,093 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Deferred tax assets: | ||
Accrued employee benefits | $ 17,371 | $ 11,409 |
Allowances for loss contingencies | 2,726 | 3,561 |
Debt obligation basis difference | 4,630 | |
Deferred compensation | 2,930 | 3,071 |
Foreign currency mark-to-market | 919 | |
Inventory valuation | 4,897 | 8,036 |
Long-term contracts | 7,335 | 6,995 |
Prepaid and accrued expenses | 151 | 1,816 |
Property, plant and equipment | 1,632 | |
Retirement benefits | 3,930 | 4,967 |
Tax credit carryforwards | 39,356 | 33,118 |
Loss carryforwards | 46,614 | 36,248 |
Other | 308 | 818 |
Total gross deferred tax assets | 132,799 | 110,039 |
Valuation allowance | (59,817) | (69,098) |
Total deferred tax assets | 72,982 | 40,941 |
Deferred tax liabilities: | ||
Debt obligation basis difference | (4,582) | |
Deferred revenue | (15,617) | (12,135) |
Intangible assets | (36,261) | (18,592) |
Lease right-of-use assets | (20,271) | |
Property, plant and equipment | (4,524) | |
Unremitted foreign earnings | (2,159) | (977) |
Other | (71) | (587) |
Total deferred tax liabilities | (74,379) | (41,397) |
Net deferred tax liabilities | $ (1,397) | $ (456) |
Income Taxes - Tax credit carry
Income Taxes - Tax credit carryforwards (Details) $ in Thousands | Sep. 30, 2020USD ($) |
U.S. | Foreign Tax Credits | |
Income tax credit carryforwards | |
Income tax credit carryforward | $ 4,547 |
U.S. | Research and Development Tax Credits | |
Income tax credit carryforwards | |
Income tax credit carryforward | 20,475 |
State | Research and Development Tax Credits | |
Income tax credit carryforwards | |
Income tax credit carryforward | $ 28,136 |
Income Taxes - Operating loss c
Income Taxes - Operating loss carryforwards (Details) $ in Thousands | Sep. 30, 2020USD ($) |
U.S. | |
Operating loss carryforwards | |
Operating Loss Carryforwards | $ 159,676 |
Capital loss carryforwards | 10,052 |
State | |
Operating loss carryforwards | |
Operating Loss Carryforwards | 118,791 |
Capital loss carryforwards | 27,639 |
Foreign | |
Operating loss carryforwards | |
Operating Loss Carryforwards | $ 18,959 |
Income Taxes - Tax valuation al
Income Taxes - Tax valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Tax valuation allowance | ||
Deferred tax asset valuation allowance | $ 59,817 | $ 69,098 |
Decrease in valuation allowance | 9,300 | |
Net tax benefit before offset by amounts recorded through OCI | 9,000 | |
Deferred tax liability | 74,379 | $ 41,397 |
Foreign | ||
Tax valuation allowance | ||
Deferred tax liability | $ 2,200 |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net changes in the liability for unrecognized tax benefits | |||
Balance at beginning of year | $ 18,575 | $ 9,942 | |
Reductions for tax positions taken in prior years | (8,794) | ||
Additions for tax positions taken in prior years | 8,458 | ||
Recognition of benefits from expiration of statutes | (904) | (776) | |
Additions for tax positions related to the current year | 890 | 951 | |
Balance at end of year | 9,767 | 18,575 | $ 9,942 |
Unrecognized tax benefits from permanent tax adjustments that, if recognized, would affect the effective rate | 500 | 700 | |
Cash amounts paid for income taxes, net of refunds received | $ 16,600 | $ 28,700 | $ 15,700 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Notional principal amounts (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)building | |
Derivative Instruments and Hedging Activities | ||
Number of buildings | building | 2 | |
Instruments designated as accounting hedges: | Foreign currency forwards | ||
Derivative Instruments and Hedging Activities | ||
Notional principal outstanding derivative instruments | $ 92,931 | $ 143,164 |
Instruments designated as accounting hedges: | Interest Rate Swaps | ||
Derivative Instruments and Hedging Activities | ||
Notional principal outstanding derivative instruments | 595,000 | 95,000 |
Instruments designated as accounting hedges: | Interest Rate Swaps | Credit Facility | ||
Derivative Instruments and Hedging Activities | ||
Notional principal outstanding derivative instruments | 500,000 | |
Unrealized gain (loss) on derivative | (8,400) | |
Instruments designated as accounting hedges: | Interest Rate Swaps | Two Buildings on Existing Campus | ||
Derivative Instruments and Hedging Activities | ||
Notional principal outstanding derivative instruments | 95,000 | 95,000 |
Unrealized gain (loss) on derivative | (5,000) | 200 |
Instruments not designated as accounting hedges: | Foreign currency forwards | ||
Derivative Instruments and Hedging Activities | ||
Notional principal outstanding derivative instruments | 4,298 | 24,220 |
Notional principal outstanding derivative instruments designed to manage exposure | 4,300 | 14,000 |
Unrealized gain (loss) on derivative | $ 0 | $ 0 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Fair value of derivative financial instruments (Details) - Instruments designated as accounting hedges: - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Foreign currency forwards | ||
Derivative Instruments and Hedging Activities | ||
Asset derivatives | $ 1,620 | $ 3,494 |
Liability derivatives | 18,627 | 757 |
Foreign currency forwards | Other current assets | ||
Derivative Instruments and Hedging Activities | ||
Asset derivatives | 1,398 | 2,635 |
Foreign currency forwards | Other assets | ||
Derivative Instruments and Hedging Activities | ||
Asset derivatives | 222 | 619 |
Foreign currency forwards | Other current liabilities | ||
Derivative Instruments and Hedging Activities | ||
Liability derivatives | 4,557 | 529 |
Foreign currency forwards | Other noncurrent liabilities | ||
Derivative Instruments and Hedging Activities | ||
Liability derivatives | 866 | 228 |
Forward starting swap | Other assets | ||
Derivative Instruments and Hedging Activities | ||
Asset derivatives | $ 240 | |
Forward starting swap | Other noncurrent liabilities | ||
Derivative Instruments and Hedging Activities | ||
Liability derivatives | $ 13,204 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Gains and losses recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative instruments and hedging activities | ||
Gains (losses) recognized in OCI | $ (16,150) | $ 4,344 |
Gains (losses) reclassified into earnings - Effective Portion | 3,695 | 1,945 |
Estimated unrealized net gains (losses) from cash flow hedges which are expected to be reclassified into earnings in the next twelve months | 2,300 | |
Foreign currency forwards | ||
Derivative instruments and hedging activities | ||
Gains (losses) recognized in OCI | (2,706) | 4,104 |
Gains (losses) reclassified into earnings - Effective Portion | 3,695 | 1,945 |
Realized gain (loss) on derivative | 5,500 | |
Forward starting swap | ||
Derivative instruments and hedging activities | ||
Gains (losses) recognized in OCI | $ (13,444) | $ 240 |
Pension, Profit Sharing and O_3
Pension, Profit Sharing and Other Benefit Plans (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2010 | |
Defined Contribution Plans | ||||
Company contributions to defined contribution plan | $ 11,000,000 | $ 19,400,000 | $ 16,800,000 | |
Equity securities | Minimum | ||||
Weighted-average assumptions used to determine net periodic benefit cost at the end of the year | ||||
Target allocation percentage | 20.00% | |||
Equity securities | Maximum | ||||
Weighted-average assumptions used to determine net periodic benefit cost at the end of the year | ||||
Target allocation percentage | 55.00% | |||
Debt securities | Minimum | ||||
Weighted-average assumptions used to determine net periodic benefit cost at the end of the year | ||||
Target allocation percentage | 25.00% | |||
Debt securities | Maximum | ||||
Weighted-average assumptions used to determine net periodic benefit cost at the end of the year | ||||
Target allocation percentage | 75.00% | |||
Cash equivalents | Minimum | ||||
Weighted-average assumptions used to determine net periodic benefit cost at the end of the year | ||||
Target allocation percentage | 0.00% | |||
Cash equivalents | Maximum | ||||
Weighted-average assumptions used to determine net periodic benefit cost at the end of the year | ||||
Target allocation percentage | 55.00% | |||
Real Estate | Minimum | ||||
Weighted-average assumptions used to determine net periodic benefit cost at the end of the year | ||||
Target allocation percentage | 0.00% | |||
Real Estate | Maximum | ||||
Weighted-average assumptions used to determine net periodic benefit cost at the end of the year | ||||
Target allocation percentage | 10.00% | |||
Defined Benefit Pension Plans | ||||
Defined Contribution Plans | ||||
Number of European employees covered by contributory defined benefit pension plan for which benefits were frozen (as a percent) | 50.00% | |||
Expected contribution to defined benefit pension plans in next fiscal year | $ 6,500,000 | |||
Unrecognized actuarial loss expected to be recognized in net pension cost over next fiscal year | (4,400,000) | |||
Unrecognized actuarial loss expected to be recognized in net pension cost over next fiscal year, net of tax | 3,600,000 | |||
Plan assets expected to be returned in 2020 | 0 | |||
Projected benefit obligation, ABO and fair value of plan assets for the defined benefit pension plans in which the ABO was in excess of the fair value of plan assets | ||||
Projected benefit obligation | 251,892,000 | 246,697,000 | ||
Accumulated benefit obligation | 251,892,000 | 246,697,000 | ||
Fair value of plan assets | 232,132,000 | 221,311,000 | ||
Change in benefit obligations: | ||||
Net benefit obligation at the beginning of the year | 246,697,000 | 222,332,000 | ||
Service cost | 656,000 | 590,000 | 606,000 | |
Interest cost | 6,045,000 | 7,617,000 | 7,529,000 | |
Actuarial loss | 464,000 | 32,067,000 | ||
Gross benefits paid | (9,067,000) | (8,141,000) | ||
Foreign currency exchange rate changes | 7,097,000 | (7,768,000) | ||
Net benefit obligation at the end of the year | 251,892,000 | 246,697,000 | 222,332,000 | |
Change in plan assets: | ||||
Fair value of plan assets at the beginning of the year | 221,311,000 | 214,530,000 | ||
Actual return on plan assets | 7,302,000 | 17,794,000 | ||
Employer contributions | 7,175,000 | 4,842,000 | ||
Gross benefits paid | (9,067,000) | (8,141,000) | ||
PBGC Premium paid | (164,000) | (177,000) | ||
Administrative expenses | (617,000) | (541,000) | ||
Foreign currency exchange rate changes | 6,192,000 | (6,996,000) | ||
Fair value of plan assets at the end of the year | 232,132,000 | 221,311,000 | 214,530,000 | |
Unfunded status of the plans | (19,760,000) | (25,386,000) | ||
Unrecognized net actuarial loss | 74,099,000 | 70,095,000 | ||
Net amount recognized | 54,339,000 | 44,709,000 | ||
Amounts recognized in Accumulated OCI | ||||
Liability adjustment to OCI | (74,099,000) | (70,095,000) | ||
Deferred tax asset | 13,077,000 | 11,667,000 | ||
Valuation allowance on deferred tax asset | 108,000 | (1,172,000) | ||
Accumulated other comprehensive loss | (60,914,000) | (59,600,000) | ||
Components of net periodic pension cost (benefit) | ||||
Service cost | 656,000 | 590,000 | 606,000 | |
Interest cost | 6,045,000 | 7,617,000 | 7,529,000 | |
Expected return on plan assets | (11,770,000) | (11,990,000) | (14,120,000) | |
Amortization of actuarial loss | 3,900,000 | 2,098,000 | 2,777,000 | |
Administrative expenses | 336,000 | 348,000 | 438,000 | |
Net pension cost (benefit) | $ (833,000) | $ (1,337,000) | $ (2,770,000) | |
Weighted-average assumptions used to determine benefit obligation at the end of the year | ||||
Discount rate (as a percent) | 2.10% | 2.50% | 3.60% | |
Rate of compensation increase (as a percent) | 2.90% | 3.10% | 3.30% | |
Weighted-average assumptions used to determine net periodic benefit cost at the end of the year | ||||
Discount rate (as a percent) | 2.50% | 3.60% | 3.30% | |
Expected return on plan assets (as a percent) | 5.20% | 5.70% | 6.80% | |
Rate of compensation increase (as a percent) | 3.10% | 3.30% | 3.20% | |
Defined Benefit Pension Plans | Equity securities | ||||
Change in plan assets: | ||||
Fair value of plan assets at the beginning of the year | $ 100,302,000 | |||
Fair value of plan assets at the end of the year | 99,768,000 | $ 100,302,000 | ||
Defined Benefit Pension Plans | Cash equivalents | ||||
Change in plan assets: | ||||
Fair value of plan assets at the beginning of the year | 2,908,000 | |||
Fair value of plan assets at the end of the year | 1,827,000 | 2,908,000 | ||
Defined Benefit Pension Plans | Real Estate | ||||
Change in plan assets: | ||||
Fair value of plan assets at the beginning of the year | 3,564,000 | |||
Fair value of plan assets at the end of the year | 13,601,000 | 3,564,000 | ||
Non-qualified deferred compensation plan | ||||
Deferred compensation plans | ||||
Liabilities associated with the non-qualified deferred compensation plan | 9,600,000 | 11,000,000 | ||
Assets set aside to fund deferred compensation liabilities | $ 6,800,000 | $ 6,600,000 | ||
Employee Stock Purchase Plan | ||||
Employee Stock Purchase Plan | ||||
ESPP discount rate (as a percent) | 5.00% | |||
Maximum annual employee contributions | $ 25,000 |
Pension, Profit Sharing and O_4
Pension, Profit Sharing and Other Benefit Plans - Fair value by asset category and hierarchy (Details) - Defined Benefit Pension Plans - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | $ 232,132 | $ 221,311 | $ 214,530 |
Net Asset Value | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | 230,305 | 218,403 | |
Cash equivalents | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | 1,827 | 2,908 | |
Cash equivalents | Level 1 | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | 1,827 | 2,908 | |
Equity securities | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | 99,768 | 100,302 | |
Equity securities | Net Asset Value | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | 99,768 | 100,302 | |
Fixed Income Funds | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | 113,310 | 105,651 | |
Fixed Income Funds | Net Asset Value | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | 113,310 | 105,651 | |
Diversified growth fund | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | 3,626 | 8,886 | |
Diversified growth fund | Net Asset Value | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | 3,626 | 8,886 | |
Real Estate | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | 13,601 | 3,564 | |
Real Estate | Net Asset Value | |||
Fair value of assets of defined benefit pension plans by asset category | |||
Fair value of the assets | $ 13,601 | $ 3,564 |
Pension, Profit Sharing and O_5
Pension, Profit Sharing and Other Benefit Plans - Expected benefit payments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Expected pension benefit payments | |
2021 | $ 8,875 |
2022 | 9,044 |
2023 | 9,048 |
2024 | 9,308 |
2025 | 9,799 |
2024-2028 | $ 51,083 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 12 Months Ended |
Sep. 30, 2020itemshares | |
Stockholders' Equity | |
Retirement age for participants | 60 years |
Retirement age and years of service combined | 10 years |
Notice period | 1 year |
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 shares of common stock that each award holder has the contingent right to receive | 1 |
Expected awards vested (in shares) | 494,004 |
Time-based RSUs granted prior to fiscal 2020 | |
Stockholders' Equity | |
Number of equal installments for vesting of stock awards | item | 4 |
Time-based RSUs granted in fiscal 2020 | |
Stockholders' Equity | |
Number of equal installments for vesting of stock awards | item | 3 |
Performance-based RSUs | |
Stockholders' Equity | |
Number of shares of common stock that each award holder has the contingent right to receive | 1 |
Vesting period | 3 years |
Expected awards vested (in shares) | 110,216 |
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) | 213,196 |
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 | |
Increase (decrease) in multiplier based on performance | (25.00%) |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumption used for RSU activity (Details) - RSUs - $ / shares | Sep. 17, 2020 | Apr. 01, 2019 | Nov. 21, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value units granted (per share) | $ 41.13 | $ 59.29 | $ 67.40 |
Risk-free interest rate(as a percent) | 0.10% | 2.80% | 2.80% |
Expected volatility (as a percent) | 52.00% | 34.00% | 34.00% |
Stockholders' Equity - RSU acti
Stockholders' Equity - RSU activity (Details) - $ / shares | Oct. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Number of Shares | |||
Vested (in shares) | (337,032) | ||
Weighted Average Grant-Date Fair Value | |||
Shares available for future grants | 1,535,139 | ||
Time-based RSUs | |||
Number of Shares | |||
Balance unvested at the beginning of the period (in shares) | 554,423 | 422,094 | 366,460 |
Granted (in shares) | 394,271 | 239,874 | |
Vested (in shares) | (173,689) | (145,409) | |
Forfeited (in shares) | (88,253) | (38,831) | |
Balance unvested at the end of the period (in shares) | 554,423 | 422,094 | |
Weighted Average Grant-Date Fair Value | |||
Balance unvested at the beginning of the period (in dollars per share) | $ 58.54 | $ 58.84 | $ 52.31 |
Granted (in dollars per share) | 57.42 | 63.25 | |
Vested (in dollars per share) | 55.93 | 50.76 | |
Forfeited (in dollars per share) | 60.11 | 54.67 | |
Balance unvested at the end of the period (in dollars per share) | $ 58.54 | $ 58.84 | |
Performance-based RSUs | |||
Number of Shares | |||
Balance unvested at the beginning of the period (in shares) | 137,770 | 315,262 | 635,628 |
Forfeited (in shares) | (177,492) | (320,366) | |
Balance unvested at the end of the period (in shares) | 137,770 | 315,262 | |
Weighted Average Grant-Date Fair Value | |||
Balance unvested at the beginning of the period (in dollars per share) | $ 61.40 | $ 55.67 | $ 50.11 |
Forfeited (in dollars per share) | 47.57 | 44.63 | |
Balance unvested at the end of the period (in dollars per share) | $ 61.40 | $ 55.67 | |
Performance and market-based RSUs | |||
Number of Shares | |||
Balance unvested at the beginning of the period (in shares) | 471,496 | 227,402 | |
Granted (in shares) | 346,826 | 237,616 | |
Forfeited (in shares) | (102,732) | (10,214) | |
Balance unvested at the end of the period (in shares) | 471,496 | 227,402 | |
Weighted Average Grant-Date Fair Value | |||
Balance unvested at the beginning of the period (in dollars per share) | $ 51.56 | $ 66.77 | |
Granted (in dollars per share) | 41.13 | $ 66.79 | |
Forfeited (in dollars per share) | 50.03 | 67.40 | |
Balance unvested at the end of the period (in dollars per share) | $ 51.56 | $ 66.77 |
Stockholders' Equity - Non-cash
Stockholders' Equity - Non-cash compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stockholders' Equity | |||
Non-cash compensation expense related to stock-based awards | $ 22,728 | $ 15,488 | $ 7,515 |
Estimated forfeiture rate (as a percent) | 12.50% | 12.50% | 12.50% |
Cost of sales | |||
Stockholders' Equity | |||
Non-cash compensation expense related to stock-based awards | $ 2,837 | $ 1,766 | $ 1,096 |
Selling, general and administrative | |||
Stockholders' Equity | |||
Non-cash compensation expense related to stock-based awards | 19,391 | $ 13,722 | $ 6,419 |
Restructuring costs | |||
Stockholders' Equity | |||
Non-cash compensation expense related to stock-based awards | 500 | ||
RSUs | |||
Stockholders' Equity | |||
Unrecognized compensation cost related to unvested awards | 37,700 | ||
Aggregate fair value of awards | $ 48,900 | ||
Weighted-average period of recognition | 1 year 6 months |
Stockholders' Equity - Sharehol
Stockholders' Equity - Shareholder Rights Plan (Details) - Rights Agreement | Sep. 20, 2020item$ / sharesshares |
Stockholders' Equity | |
Ownership percentage (as a percent) | 15.00% |
Institutional investors ownership percentage (as a percent) | 20.00% |
Dividend Declared | |
Stockholders' Equity | |
Preferred stock purchase rights for each outstanding share of common stock | item | 1 |
Dividend Declared | Series A Junior Participating Preferred Stock | |
Stockholders' Equity | |
Shares entitled to purchase per each preferred stock purchase right | shares | 0.001 |
Share price (per one-thousandth of a share) | $ / shares | $ 315 |
Business Segment Information -
Business Segment Information - Financial data (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Information | |||||||||||
Sales | $ 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | $ 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | $ 1,476,235 | $ 1,496,475 | $ 1,202,898 |
Operating income (loss) | 73,286 | $ 24,706 | $ (29,934) | $ (6,483) | 58,619 | $ 34,725 | $ (6,541) | $ (566) | 61,575 | 86,237 | 24,382 |
Assets | 2,324,221 | 1,847,170 | 2,324,221 | 1,847,170 | 1,304,900 | ||||||
Depreciation and amortization | 88,482 | 64,742 | 46,600 | ||||||||
Capital expenditures | 49,247 | 49,084 | 31,696 | ||||||||
Unallocated corporate expenses | |||||||||||
Segment Information | |||||||||||
Operating income (loss) | (55,600) | (21,800) | (52,500) | ||||||||
Assets | 222,800 | 189,300 | 222,800 | 189,300 | 201,700 | ||||||
Depreciation and amortization | 4,000 | 3,900 | 3,700 | ||||||||
Capital expenditures | 15,400 | 26,900 | 17,000 | ||||||||
Cubic Transportation Systems | |||||||||||
Segment Information | |||||||||||
Sales | 840,900 | 849,800 | 670,700 | ||||||||
Cubic Transportation Systems | Operating segments | |||||||||||
Segment Information | |||||||||||
Sales | 840,900 | 849,800 | 670,700 | ||||||||
Operating income (loss) | 121,000 | 77,200 | 60,400 | ||||||||
Assets | 1,050,300 | 825,800 | 1,050,300 | 825,800 | 390,200 | ||||||
Depreciation and amortization | 29,500 | 30,700 | 12,000 | ||||||||
Capital expenditures | 6,300 | 6,600 | 3,200 | ||||||||
Cubic Mission Solutions | |||||||||||
Segment Information | |||||||||||
Sales | 337,100 | 328,800 | 207,000 | ||||||||
Cubic Mission Solutions | Operating segments | |||||||||||
Segment Information | |||||||||||
Sales | 337,100 | 328,800 | 207,000 | ||||||||
Operating income (loss) | (26,700) | 7,800 | (100) | ||||||||
Assets | 703,600 | 437,900 | 703,600 | 437,900 | 352,900 | ||||||
Depreciation and amortization | 47,800 | 23,300 | 22,400 | ||||||||
Capital expenditures | 15,800 | 11,100 | 2,100 | ||||||||
Cubic Global Defense Systems | |||||||||||
Segment Information | |||||||||||
Sales | 298,200 | 317,900 | 325,200 | ||||||||
Cubic Global Defense Systems | Operating segments | |||||||||||
Segment Information | |||||||||||
Sales | 298,200 | 317,900 | 325,200 | ||||||||
Operating income (loss) | 22,900 | 23,000 | 16,600 | ||||||||
Assets | $ 347,500 | $ 394,200 | 347,500 | 394,200 | 360,100 | ||||||
Depreciation and amortization | 7,200 | 6,800 | 8,500 | ||||||||
Capital expenditures | $ 11,700 | $ 4,500 | $ 9,400 |
Business Segment Information _2
Business Segment Information - Long-lived Assets (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Segment Information | |||
Long-lived assets, net | $ 166.3 | $ 145 | $ 124.4 |
United States | |||
Segment Information | |||
Long-lived assets, net | 148.2 | 128.4 | 106.7 |
United Kingdom | |||
Segment Information | |||
Long-lived assets, net | 7.1 | 5.9 | 5.7 |
Other foreign countries | |||
Segment Information | |||
Long-lived assets, net | $ 11 | $ 10.7 | $ 12 |
Business Segment Information _3
Business Segment Information - Customer concentration (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Customer sales concentration | |||||||||||
Sales | $ 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | $ 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | $ 1,476,235 | $ 1,496,475 | $ 1,202,898 |
Sales Revenue | Customer Concentration | U.S. Government Agencies | |||||||||||
Customer sales concentration | |||||||||||
Sales | $ 434,000 | $ 468,800 | 365,800 | ||||||||
Sales Revenue | Customer Concentration | Transport for London (TfL) | |||||||||||
Customer sales concentration | |||||||||||
Sales | $ 158,500 |
Business Segment Information _4
Business Segment Information - Sales by Geographical Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue | |||||||||||
Sales | $ 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | $ 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | $ 1,476,235 | $ 1,496,475 | $ 1,202,898 |
United States | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 931,400 | 956,600 | 627,800 | ||||||||
United Kingdom | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 207,900 | 218,200 | 240,700 | ||||||||
Australia | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 164,300 | 163,500 | 166,700 | ||||||||
Far East/Middle East | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 101,000 | 74,000 | 86,400 | ||||||||
Other foreign countries | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 71,600 | 84,200 | 81,300 | ||||||||
Cubic Transportation Systems | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 840,900 | 849,800 | 670,700 | ||||||||
Cubic Transportation Systems | United States | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 495,600 | 488,300 | 273,400 | ||||||||
Cubic Transportation Systems | United Kingdom | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 185,800 | 196,500 | 217,200 | ||||||||
Cubic Transportation Systems | Australia | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 131,000 | 131,900 | 130,700 | ||||||||
Cubic Transportation Systems | Far East/Middle East | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 1,600 | 9,400 | 9,800 | ||||||||
Cubic Transportation Systems | Other foreign countries | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 26,900 | 23,700 | 39,600 | ||||||||
Cubic Mission Solutions | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 337,100 | 328,800 | 207,000 | ||||||||
Cubic Mission Solutions | United States | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 329,400 | 322,600 | 199,800 | ||||||||
Cubic Mission Solutions | United Kingdom | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 3,200 | 1,600 | 2,700 | ||||||||
Cubic Mission Solutions | Australia | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 1,800 | 2,600 | 2,400 | ||||||||
Cubic Mission Solutions | Far East/Middle East | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 900 | 900 | 1,200 | ||||||||
Cubic Mission Solutions | Other foreign countries | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 1,800 | 1,100 | 900 | ||||||||
Cubic Global Defense Systems | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 298,200 | 317,900 | 325,200 | ||||||||
Cubic Global Defense Systems | United States | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 106,400 | 145,700 | 154,600 | ||||||||
Cubic Global Defense Systems | United Kingdom | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 18,900 | 20,100 | 20,800 | ||||||||
Cubic Global Defense Systems | Australia | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 31,500 | 29,000 | 33,600 | ||||||||
Cubic Global Defense Systems | Far East/Middle East | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 98,500 | 63,700 | 75,400 | ||||||||
Cubic Global Defense Systems | Other foreign countries | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | $ 42,900 | $ 59,400 | $ 40,800 |
Business Segment Information _5
Business Segment Information - Sales by End Customer (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue | |||||||||||
Sales | $ 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | $ 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | $ 1,476,235 | $ 1,496,475 | $ 1,202,898 |
U.S. Federal Government and State and Local Municipalities | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 905,700 | 938,800 | 639,500 | ||||||||
Other | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 570,500 | 557,700 | 563,400 | ||||||||
Cubic Transportation Systems | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 840,900 | 849,800 | 670,700 | ||||||||
Cubic Transportation Systems | U.S. Federal Government and State and Local Municipalities | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 471,700 | 470,000 | 273,700 | ||||||||
Cubic Transportation Systems | Other | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 369,200 | 379,800 | 397,000 | ||||||||
Cubic Mission Solutions | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 337,100 | 328,800 | 207,000 | ||||||||
Cubic Mission Solutions | U.S. Federal Government and State and Local Municipalities | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 320,700 | 314,000 | 200,600 | ||||||||
Cubic Mission Solutions | Other | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 16,400 | 14,800 | 6,400 | ||||||||
Cubic Global Defense Systems | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 298,200 | 317,900 | 325,200 | ||||||||
Cubic Global Defense Systems | U.S. Federal Government and State and Local Municipalities | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 113,300 | 154,800 | 165,200 | ||||||||
Cubic Global Defense Systems | Other | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | $ 184,900 | $ 163,100 | $ 160,000 |
Business Segment Information _6
Business Segment Information - Sales by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue | |||||||||||
Sales | $ 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | $ 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | $ 1,476,235 | $ 1,496,475 | $ 1,202,898 |
Fixed Price | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 1,397,900 | 1,452,400 | 1,146,200 | ||||||||
Other | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 78,300 | 44,100 | 56,700 | ||||||||
Cubic Transportation Systems | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 840,900 | 849,800 | 670,700 | ||||||||
Cubic Transportation Systems | Fixed Price | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 828,600 | 838,100 | 653,800 | ||||||||
Cubic Transportation Systems | Other | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 12,300 | 11,700 | 16,900 | ||||||||
Cubic Mission Solutions | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 337,100 | 328,800 | 207,000 | ||||||||
Cubic Mission Solutions | Fixed Price | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 305,000 | 321,500 | 206,100 | ||||||||
Cubic Mission Solutions | Other | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 32,100 | 7,300 | 900 | ||||||||
Cubic Global Defense Systems | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 298,200 | 317,900 | 325,200 | ||||||||
Cubic Global Defense Systems | Fixed Price | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 264,300 | 292,800 | 286,300 | ||||||||
Cubic Global Defense Systems | Other | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | $ 33,900 | $ 25,100 | $ 38,900 |
Business Segment Information _7
Business Segment Information - Sales by Deliverable Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue | |||||||||||
Sales | $ 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | $ 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | $ 1,476,235 | $ 1,496,475 | $ 1,202,898 |
Products | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 947,765 | 1,011,069 | 704,941 | ||||||||
Services | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 528,470 | 485,406 | 497,957 | ||||||||
Cubic Transportation Systems | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 840,900 | 849,800 | 670,700 | ||||||||
Cubic Transportation Systems | Products | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 459,700 | 496,900 | 288,100 | ||||||||
Cubic Transportation Systems | Services | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 381,200 | 352,900 | 382,600 | ||||||||
Cubic Mission Solutions | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 337,100 | 328,800 | 207,000 | ||||||||
Cubic Mission Solutions | Products | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 301,800 | 301,000 | 187,500 | ||||||||
Cubic Mission Solutions | Services | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 35,300 | 27,800 | 19,500 | ||||||||
Cubic Global Defense Systems | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 298,200 | 317,900 | 325,200 | ||||||||
Cubic Global Defense Systems | Products | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 186,300 | 213,200 | 229,300 | ||||||||
Cubic Global Defense Systems | Services | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | $ 111,900 | $ 104,700 | $ 95,900 |
Business Segment Information _8
Business Segment Information - Revenue Recognition Method (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue | |||||||||||
Sales | $ 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | $ 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | $ 1,476,235 | $ 1,496,475 | $ 1,202,898 |
Point in time | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 329,100 | 347,400 | |||||||||
Over time | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 1,147,100 | 1,149,100 | |||||||||
Cubic Transportation Systems | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 840,900 | 849,800 | 670,700 | ||||||||
Cubic Transportation Systems | Point in time | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 102,100 | 83,100 | |||||||||
Cubic Transportation Systems | Over time | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 738,800 | 766,700 | |||||||||
Cubic Mission Solutions | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 337,100 | 328,800 | 207,000 | ||||||||
Cubic Mission Solutions | Point in time | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 220,300 | 259,500 | |||||||||
Cubic Mission Solutions | Over time | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 116,800 | 69,300 | |||||||||
Cubic Global Defense Systems | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 298,200 | 317,900 | $ 325,200 | ||||||||
Cubic Global Defense Systems | Point in time | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | 6,700 | 4,800 | |||||||||
Cubic Global Defense Systems | Over time | |||||||||||
Disaggregation of Revenue | |||||||||||
Sales | $ 291,500 | $ 313,100 |
Restructuring - Restructuring C
Restructuring - Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring plan | |||
Restructuring costs | $ 16,599 | $ 15,386 | $ 5,018 |
Unallocated corporate expenses | |||
Restructuring plan | |||
Restructuring costs | 9,300 | 8,900 | 3,100 |
Cubic Transportation Systems | Operating segments | |||
Restructuring plan | |||
Restructuring costs | 2,000 | 3,200 | 400 |
Cubic Mission Solutions | Operating segments | |||
Restructuring plan | |||
Restructuring costs | 2,300 | 200 | |
Cubic Global Defense Systems | Operating segments | |||
Restructuring plan | |||
Restructuring costs | $ 3,000 | $ 3,300 | $ 1,300 |
Restructuring - Rollforward of
Restructuring - Rollforward of Restructuring Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring liability | |||
Accrued costs | $ 16,599 | $ 15,386 | $ 5,018 |
Employee Separation and other | |||
Restructuring liability | |||
Balance as of the beginning of the period | 2,000 | 600 | |
Accrued costs | 13,500 | 7,500 | |
Cash payments | (10,300) | (6,100) | |
Balance as of the end of the period | 5,200 | 2,000 | 600 |
Consulting Costs | |||
Restructuring liability | |||
Balance as of the beginning of the period | 800 | 300 | |
Accrued costs | 3,100 | 7,900 | |
Cash payments | (3,100) | (7,400) | |
Balance as of the end of the period | $ 800 | $ 800 | $ 300 |
Summary of Quarterly Results _3
Summary of Quarterly Results of Operations (Unaudited)) - Quarterly results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Summary of Quarterly Results of Operations (Unaudited) | |||||||||||
Net sales | $ 475,475 | $ 350,439 | $ 321,482 | $ 328,839 | $ 471,198 | $ 382,679 | $ 337,339 | $ 305,259 | $ 1,476,235 | $ 1,496,475 | $ 1,202,898 |
Operating income (loss) | 73,286 | 24,706 | (29,934) | (6,483) | 58,619 | 34,725 | (6,541) | (566) | 61,575 | 86,237 | 24,382 |
Net income (loss) | $ 57,632 | $ (1,155) | $ (39,123) | $ (20,575) | $ 41,763 | $ 23,910 | $ (9,392) | $ (6,587) | $ (3,221) | $ 49,694 | $ 12,310 |
Net income (loss) per share, basic (in dollars per share) | $ 1.85 | $ (0.04) | $ (1.25) | $ (0.66) | $ 1.39 | $ 0.77 | $ (0.30) | $ (0.23) | $ (0.10) | $ 1.63 | $ 0.45 |
Net income (loss) per share, diluted (in dollars per share) | $ 1.84 | $ (0.04) | $ (1.25) | $ (0.66) | $ 1.38 | $ 0.77 | $ (0.30) | $ (0.23) | $ (0.10) | $ 1.62 | $ 0.45 |
Summary of Quarterly Results _4
Summary of Quarterly Results of Operations (Unaudited)) - Impact (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition | |||||||||||
Operating income (loss) | $ 73,286 | $ 24,706 | $ (29,934) | $ (6,483) | $ 58,619 | $ 34,725 | $ (6,541) | $ (566) | $ 61,575 | $ 86,237 | $ 24,382 |
Net income (loss) from continuing operations attributable to Cubic | $ 2,935 | $ 41,306 | $ 7,793 | ||||||||
Diluted earnings (loss) per share attributable to Cubic (in dollars per share) | $ 1.84 | $ (0.04) | $ (1.25) | $ (0.66) | $ 1.38 | $ 0.77 | $ (0.30) | $ (0.23) | $ (0.10) | $ 1.62 | $ 0.45 |
ASU 2014-09 | ASC 606 | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition | |||||||||||
Operating income (loss) | $ 7,527 | $ (2,235) | $ (6,986) | ||||||||
Diluted earnings (loss) per share attributable to Cubic (in dollars per share) | $ (0.26) | $ (0.08) | $ (0.19) | ||||||||
ASU 2014-09 | ASC 606 | Change in Estimates | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition | |||||||||||
Operating income (loss) | $ 3,173 | $ (1,420) | |||||||||
Net income (loss) from continuing operations attributable to Cubic | $ 1,946 | $ (1,615) | |||||||||
Diluted earnings (loss) per share attributable to Cubic (in dollars per share) | $ 0.06 | $ (0.05) |