CUB Cubic Corp

• Sales of $340.4 million for the quarter and $1.002 billion for the nine-month period
• Net income of $12.2 million, or $0.45 per diluted share for the quarter
• Net income of $36.7 million, or $1.36 per diluted share for the nine-month period
• Non-GAAP Adjusted EBITDA of $26.7 million for the quarter (see the table included in the section titled “Use of Non-GAAP Financial Information” for a reconciliation of these GAAP and non-GAAP financial measures)
• Total backlog of $2.428 billion as of June 30, 2014
• Cash provided by operating activities of $66.0 million for the quarter and $36.7 million for the nine-month period
• Revenue guidance lowered to between $1.39 and 1.42 billion; EPS to between $2.30 to $2.60 for the year

Cubic Corporation (NYSE:CUB) today reported its financial results for the quarter and nine-month periods ended June 30, 2014.

Third Quarter Results

Sales for the third quarter of fiscal 2014 were $340.4 million compared to $337.2 million in 2013, as restated, an increase of 1 percent. Net income attributable to Cubic shareholders was $12.2 million, or $0.45 per diluted share, compared to $18.4 million, or $0.69 per diluted share, as restated, in the third quarter of 2013.

Operating income was $19.2 million compared to $26.9 million, as restated, in the third quarter of 2013. Operating income decreased 19 percent in the transportation segment, 50 percent in the mission support segment and 46 percent in the defense systems segment.

Non-GAAP Adjusted EBITDA (as described below) was $26.7 million or 7.9 percent of sales for the quarter compared to $33.3 million or 9.9 percent of sales in the third quarter of 2013.

Backlog was $2.428 billion at the end of the quarter compared to $2.647 billion at September 30, 2013, as restated, a decrease of $218.4 million. Decreases in backlog for the transportation systems and mission support segments were partially offset by an increase in defense systems backlog.

First Nine Months Results

Sales for the first nine months of fiscal 2014 were $1.002 billion compared to $1.021 billion in 2013, as restated, a decrease of 2 percent. Net income attributable to Cubic shareholders was $36.7 million, or $1.36 per diluted share, compared to $62.3 million, or $2.33 per diluted share, as restated, in the first nine months of 2013.

Operating income was $53.2 million in the first nine months of 2014 compared to $84.8 million, as restated, in 2013. Operating income decreased 49 percent in the transportation segment and 47 percent in the mission support segment, while increasing 112 percent in the defense systems segment.

Non-GAAP Adjusted EBITDA was $76.0 million or 7.6 percent of sales for the first nine months compared to $102.8 million or 10.1 percent of sales in 2013.

“We have had a challenging year thus far primarily due to execution issues on our Transportation System projects in Chicago and Vancouver, as well as the continued adverse impact of the slowdown in U.S. government spending on the operations of our Mission Support Services business,” said Bradley H. Feldmann, president and chief executive officer of Cubic Corporation. “As a consequence, we are revising our guidance for fiscal year 2014, but continue to expect a strong fourth quarter.

“Additionally, we have recently announced multiple contract wins across our businesses. These key wins will give us record backlog and posture us for future growth.”

Reportable Segment Results

Transportation Systems

        Nine Months Ended Three Months Ended June 30, June 30, 2014 2013 2014 2013 (in millions) (As Restated) (As Restated) Transportation Systems Segment Sales $ 429.1 $ 398.4 $ 153.0 $ 134.8   Transportation Systems Segment Operating Income $ 35.2 $ 69.5 $ 15.3 $ 19.0  

Cubic Transportation Systems (CTS) sales increased 14 percent in the third quarter to $153.0 million compared to $134.8 million last year, and increased 8 percent for the nine-month period to $429.1 million from $398.4 million last year. Businesses acquired by CTS in fiscal years 2013 and 2014 contributed sales of $14.9 million and $36.9 million during the quarter and nine months ended June 30, 2014, respectively, compared to $3.1 million and $4.6 million for the quarter and nine months ended June 30, 2013.

During the quarter and nine months ended June 30, 2014, CTS increased its estimated costs to complete a contract to design and build a system in Vancouver. Since the cost-to-cost percentage of completion method of accounting is used for the development and build of this system, increases in estimated total costs have an impact of reducing revenue and operating margin. Increases in cost estimates in the quarter ended June 30, 2014 reduced sales and operating income by $13.5 million. Increases in cost estimates in the nine months ended June 30, 2014 reduced sales and operating income by $18.3 million.

During the quarter ended June 30, 2014, for a system development and services contract in Chicago, the customer determined that CTS had met the final criteria for system delivery effective January 1, 2014. According to the contract with this customer, monthly payments for this contract increase when delivery of the system is completed and accepted. As such, in the quarter ended June 30, 2014 these increased contractual amounts were billed and collected for the months of January 2014 through June 2014. Revenue is being recognized for this contract based upon when amounts are billable to the customer. Therefore, revenue recognized in the quarter ended June 30, 2014 includes $7.5 million related to amounts that were billable for the months ended January 2014 through March 2014.

CTS operating income decreased 19 percent in the third quarter to $15.3 million compared to $19.0 million last year, and decreased 49 percent for the nine-month period to $35.2 million from $69.5 million last year. CTS operating income for the quarter and nine months ended June 30, 2014 decreased due to the changes in cost estimates on the Vancouver contract described above. The decrease in CTS operating income for the nine-month period was also impacted by the increased costs of providing services on a transportation contract in Chicago. The provision of services under this contract began just prior to the end of fiscal 2013. Revenue recognized on this contract is limited to billable amounts, which were significantly less than costs incurred to provide these services until the billable amounts increased upon system acceptance, which occurred effective January 1, 2014. For the nine-month period ended June 30, 2014, the operating loss for this contract was $24.2 million. However, for the quarter ended June 30, 2014, the operating margin on this contract in Chicago improved compared to the first half of the year due to the increase in the billable amounts effective January 1, 2014. The operating margin on this contract was $1.2 million for the quarter, which, as discussed above, includes $7.5 million related to amounts that were billable for the months ended January 2014 through March 2014. The decrease in operating income for the quarter and nine-month period were partially offset by increased operating profit on increased work from system development contracts in the U.K. The decrease in operating income for the nine-month period was also partially offset by increased system usage bonuses on our contract in London that were recognized in the second quarter of fiscal 2014.

Businesses acquired by CTS in 2013 and 2014 had operating losses of $0.4 million and $2.1 million, respectively, for the three- and nine-month periods ended June 30, 2014 compared to operating losses of $0.2 million and $0.5 million, respectively for the quarter and nine-month periods ended June 30, 2013.

Mission Support Services

    Nine Months Ended Three Months Ended June 30, June 30, 2014   2013 2014   2013 (in millions) (As Restated) (As Restated) Mission Support Services Segment Sales $ 291.7 $ 359.4 $ 91.8 $ 123.8   Mission Support Services Segment Operating Income $ 6.0 $ 11.4 $ 1.8 $ 3.6  

Mission Support Services (MSS) sales decreased 26 percent in the third quarter to $91.8 million compared to $123.8 million last year, and decreased 19 percent for the nine-month period to $291.7 million from $359.4 million last year. Sales for the first nine months of the fiscal year were lower due in part to the U.S. government’s shut down in October 2013. Sales for the quarter and nine months ended June 30, 2014 also decreased due to reductions in spending by the U.S. government. The decrease in sales was also caused by the loss of a contract early in fiscal year 2014 due to a lower bid by a competitor. These reductions were partially offset by growth in the Simulator Training business area due to the win of a new contract in early fiscal 2014. NEK Special Programs Group LLC (NEK), a Special Operation Forces training business acquired in December 2012, had sales of $14.4 million and $34.0 million for the three- and nine-month periods ended June 30, 2014 compared to sales of $11.4 million and $21.1 million for the three- and nine-month periods ended June 30, 2013.

MSS operating income decreased 50 percent in the third quarter to $1.8 million compared to $3.6 million last year, and decreased 47 percent for the nine-month period to $6.0 million from $11.4 million last year. The decreased operating income for the quarter and nine-month period resulted from the sales decreases described above and reduced profit margins on contracts due to competitive pressures driving down bid prices. Operating income also decreased as a result of a focused investment MSS is making to increase its footprint in the Special Operations Forces market, which totaled $0.6 million for the quarter and $1.3 million for the nine months. NEK had an operating loss of $0.2 million for the quarter and $0.8 million for the nine-month period ended June 30, 2014 compared to $0.7 million for the quarter and $1.2 million for the nine-month period ended June 30, 2013, which had included $0.6 million of acquisition-related costs.

Defense Systems

    Nine Months Ended Three Months Ended June 30, June 30, 2014   2013 2014   2013 (in millions) (As Restated) (As Restated)

Defense Systems Segment Sales

Training systems $ 243.7 $ 217.4 $ 84.4 $ 65.2 Secure communications   37.5     45.1     11.2     13.4   $ 281.2   $ 262.5   $ 95.6   $ 78.6    

Defense Systems Segment Operating Income

Training systems $ 19.3 $ 16.8 $ 6.9 $ 7.9 Secure communications (2.8 ) (3.0 ) (3.5 ) (1.7 ) Restructuring costs   (0.4 )   (6.2 )   (0.1 )   (0.1 ) $ 16.1   $ 7.6   $ 3.3   $ 6.1    

Cubic Defense Systems (CDS) sales increased 22 percent in the third quarter to $95.6 million compared to $78.6 million last year, and increased 7 percent for the nine-month period to $281.2 million from $262.5 million last year. Businesses acquired by CDS in 2013 and 2014 contributed sales of $6.7 million and $11.8 million for the three- and nine-month periods ended June 30, 2014 and had no sales for the comparable periods ended June 30, 2013. Sales were higher for both the quarter and nine-month period from a new ground combat training system development contract in the Far East, from tactical engagement simulation system contracts and from simulator contracts, including a new contract to develop simulation trainers for the Littoral Combat Ships. These increases in sales were partially offset by lower sales of air combat training systems, personnel locater systems and asset tracking products for the quarter and nine-month period.

Operating income was $3.3 million for the quarter compared to $6.1 million last year, and increased to $16.1 million for the nine-month period from $7.6 million last year. For the nine-month period ended June 30, 2014 increases in operating income of organic business were partially offset by operating losses from businesses purchased in 2013 and 2014. For the quarter ended June 30, 2014 the operating losses from businesses purchased in 2013 and 2014 more than offset the increases in operating income from organic business. For the quarter and for the nine-month period ended June 30, 2014 operating income was higher on increased sales of ground combat training system, simulator and development contracts, partially offset by lower operating profits on decreased sales of air combat training systems and personnel locater systems. In addition, for the nine-month period ended June 30, 2013 the operating loss was impacted by cost increases of $2.6 million we experienced in the first half of fiscal 2013 on a U.S. government contract for data link products.

Businesses acquired by CDS in 2013 and 2014 incurred operating losses of $1.8 million and $6.0 million for the three- and nine-month periods ended June 30, 2014, respectively, and had no operating losses in the comparable periods ended June 30, 2013. These operating losses for the nine-month period ended June 30, 2014 included $0.2 million of transaction costs and $3.7 million of compensation expense for amounts paid to Intific employees upon the close of the acquisition.

In addition, last year’s operating results for the nine-month period had included a restructuring charge of $6.2 million compared to $0.4 million for the quarter and nine-month period ended June 30, 2014.

Cash Flows

Operating cash flow was positive in the quarter totaling $66 million. For the nine months operating cash flow was a positive $36.7 million compared to a negative $6.8 million last year. CDS and MSS segments were providers of cash and CTS was a user of cash for the nine months. In the quarter, CTS provided $39.4 million of cash.

Financial Restatement

As previously disclosed, in May 2014 Cubic filed Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended September 30, 2013 to restate its previously filed consolidated financial statements for the fiscal years ended September 30, 2013 and 2012, and each of the quarters of 2013 and 2012, and to make certain immaterial corrections to its previously filed consolidated financial statements for periods prior to the fiscal year ended September 30, 2012.

Conference Call

Cubic management will host a conference call to discuss the company’s third quarter and first nine months results today at 4:30 p.m. ET (1:30 p.m. PT) that will be simultaneously broadcast over the Internet. Bradley H. Feldmann, president and chief executive officer, and John “Jay” D. Thomas, executive vice president and chief financial officer, will host the call.

Conference Dial-In Information

Financial analysts and institutional investors interested in participating in the call are invited to dial

• 877-407-8293 for domestic callers
• 201-689-8349 for international callers

Please dial-in approximately 10 minutes prior to the start of the call.

Audio Webcast

Listeners may access the conference call live over the Internet at the company’s website under the “Investor Relations” tab at www.cubic.com.

Please allow 15 minutes prior to the call to visit our website to download any necessary audio software. For those unable to listen to the live broadcast, an archived version will be available at the same location for approximately 30 days following the live webcast.

About Cubic

Cubic Corporation is the parent company of three major business segments. Cubic Transportation Systems is a leading integrator of payment and information technology and services for intelligent travel solutions. Cubic Defense Systems is a leading provider of realistic combat training systems and secure communications. Mission Support Services is a leading provider of training, operations, maintenance, technical and other support services for the U.S. and allied nations. For more information about Cubic, see the company's Web site at www.cubic.com.

Forward-Looking Statements

This press release contains forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created by such Act. Forward‐looking statements include, among others, statements about our expectations regarding future events or our future financial and/or operating performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “predict,” “potential,” “opportunity” and similar words or phrases or the negatives of these words or phrases. These statements involve risks, estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in these statements, including, among others: our dependence on U.S. and foreign government contracts; delays in approving U.S. and foreign government budgets and cuts in U.S. and foreign government defense expenditures; the ability of certain government agencies to unilaterally terminate or modify our contracts with them; our ability to successfully integrate new companies into our business and to properly assess the effects of such integration on our financial condition; the U.S. government’s increased emphasis on awarding contracts to small businesses, and our ability to retain existing contracts or win new contracts under competitive bidding processes; the effects of politics and economic conditions on negotiations and business dealings in the various countries in which we do business or intend to do business; risks associated with the restatement of our prior consolidated financial statements, including our identification of material weaknesses in our internal control over financial reporting; competition and technology changes in the defense and transportation industries; our ability to accurately estimate the time and resources necessary to satisfy obligations under our contracts; the effect of adverse regulatory changes on our ability to sell products and services; our ability to identify, attract and retain qualified employees; business disruptions due to cyber security threats, physical threats, terrorist acts, acts of nature and public health crises; our involvement in litigation, including litigation related to patents, proprietary rights and employee misconduct; our reliance on subcontractors and on a limited number of third parties to manufacture and supply our products; our ability to comply with our development contracts and to successfully develop, introduce and sell new products, systems and services in current and future markets; defects in, or a lack of adequate coverage by insurance or indemnity for, our products and systems; and changes in U.S. and foreign tax laws, exchange rates or our economic assumptions regarding our pension plans. In addition, please refer to the risk factors contained in our SEC filings available at www.sec.gov, including our most recent Annual Report on Form 10‐K and Quarterly Reports on Form 10‐Q. Because the risks, estimates, assumptions and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward‐looking statements, you should not place undue reliance on any forward‐ looking statements. Any forward‐looking statement speaks only as of the date hereof, and, except as required by law, we undertake no obligation to update any forward‐looking statement to reflect events or circumstances after the date hereof.

Use of Non-GAAP Financial Information

Adjusted EBITDA represents net income attributable to Cubic before interest, taxes, non-operating income, goodwill impairment charges, depreciation and amortization. We believe that the presentation of Adjusted EBITDA included in this report provides useful information to investors with which to analyze our operating trends and performance and ability to service and incur debt. Also, Adjusted EBITDA is a factor we use in measuring our performance and compensating certain of our executives. Further, we believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting net interest expense), taxation, the age and book depreciation of property, plant and equipment (affecting relative depreciation expense), goodwill impairment charges and non-operating expenses which may vary for different companies for reasons unrelated to operating performance. In addition, we believe that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results. Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to net income as a measure of performance. In addition, other companies may define Adjusted EBITDA differently and, as a result, our measure of Adjusted EBITDA may not be directly comparable to Adjusted EBITDA of other companies. Furthermore, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. You are cautioned not to place undue reliance on Adjusted EBITDA.

The following table reconciles Adjusted EBITDA to net income attributable to Cubic, which we consider to be the most directly comparable GAAP financial measure to Adjusted EBITDA.

    Nine Months Ended Three Months Ended June 30, June 30, 2014   2013 2014   2013 (in thousands) (As Restated) (As Restated) Reconciliation: Net income attributable to Cubic $ 36,686 $ 62,272 $ 12,206 $ 18,381 Add: Provision for income taxes 13,240 20,437 4,992 7,292 Interest expense, net 2,159 1,168 909 395 Other expense (income), net 1,058 764 1,098 813 Noncontrolling interest in income of VIE 79 149 10 24 Depreciation and amortization   22,740   18,014   7,511   6,417 ADJUSTED EBITDA $ 75,962 $ 102,804 $ 26,726 $ 33,322  

Financial Statements

        CUBIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (amounts in thousands, except per share data)   Nine Months Ended Three Months Ended June 30, June 30,   2014     2013     2014     2013   (As Restated) (As Restated) Net sales: Products $ 405,419 $ 429,436 $ 136,649 $ 127,682 Services   596,567     591,195     203,708     209,544   1,001,986 1,020,631 340,357 337,226   Costs and expenses: Products 305,245 310,043 108,301 91,011 Services 480,906 461,669 156,726 164,278 Selling, general and administrative 131,508 126,393 46,489 44,130 Restructuring costs 227 6,198 24 114 Research and development 13,822 19,346 3,949 6,426 Amortization of purchased intangibles   17,056     12,192     5,653     4,362     948,764     935,841     321,142     310,321     Operating income 53,222 84,790 19,215 26,905   Other income (expense): Interest and dividend income 958 1,279 595 530 Interest expense (3,117 ) (2,447 ) (1,504 ) (925 ) Other income (expense) - net   (1,058 )   (764 )   (1,098 )   (813 )   Income before income taxes 50,005 82,858 17,208 25,697   Income taxes   13,240     20,437     4,992     7,292     Net income 36,765 62,421 12,216 18,405   Less noncontrolling interest in income of VIE   79     149     10     24     Net income attributable to Cubic $ 36,686   $ 62,272   $ 12,206   $ 18,381     Net income per share attributable to Cubic Basic $ 1.37 $ 2.33 $ 0.46 $ 0.69 Diluted $ 1.36 $ 2.33 $ 0.45 $ 0.69   Dividends per common share $ 0.12 $ 0.12 $ - $ -   Weighted average shares used in per share calculations: Basic 26,786 26,736 26,789 26,736 Diluted 26,901 26,745 26,921 26,762       CUBIC CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands)   June 30, September 30,   2014     2013   (As Restated) ASSETS Current assets: Cash and cash equivalents $ 166,841 $ 203,892 Restricted cash 69,028 69,381 Marketable securities - 4,055 Accounts receivable - net 403,401 379,002 Recoverable income taxes 17,719 7,885 Inventories - net 53,768 59,746 Deferred income taxes and other current assets   30,844     18,638   Total current assets   741,601     742,599     Long-term contract receivables 16,690 19,021 Long-term capitalized contract costs 77,560 68,963 Property, plant and equipment - net 64,360 56,305 Deferred income taxes 18,057 19,322 Goodwill 187,595 136,094 Purchased intangibles - net 70,257 57,542 Other assets   11,527     9,772   $ 1,187,647   $ 1,109,618     LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 8,000 $ - Trade accounts payable 23,527 40,310 Customer advances 84,338 84,307 Accrued compensation and other current liabilities 139,856 109,253 Income taxes payable 13,148 12,731 Current portion of long-term debt   591     557   Total current liabilities   269,460     247,158     Long-term debt 102,066 102,363 Other long-term liabilities 43,602 43,017   Shareholders' equity: Common stock 19,104 15,825 Retained earnings 773,468 740,002

Accumulated other comprehensive income (loss)

15,812 (2,803 ) Treasury stock at cost   (36,078 )   (36,078 ) Shareholders' equity related to Cubic 772,306 716,946 Noncontrolling interest in variable interest entity   213     134   Total shareholders' equity   772,519     717,080   $ 1,187,647   $ 1,109,618             CUBIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands)   Nine Months Ended Three Months Ended June 30, June 30,   2014     2013     2014     2013   (As Restated) (As Restated) Operating Activities: Net income $ 36,765 $ 62,421 $ 12,216 $ 18,405 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 22,740 18,014 7,511 6,417 Share-based compensation expense 4,370 1,634 1,785 1,575 Changes in operating assets and liabilities, net of effects from acquisitions   (27,138 )   (88,899 )   44,524     22,744   NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES   36,737     (6,830 )   66,036     49,141     Investing Activities: Acquisition of businesses, net of cash acquired (83,456 ) (60,649 ) (3,773 ) (7,377 ) Purchases of property, plant and equipment (13,536 ) (6,209 ) (2,589 ) (2,348 ) Purchases of marketable securities - (4,054 ) - (4,054 ) Proceeds from sales or maturities of marketable securities   4,055     -     -     -   NET CASH USED IN INVESTING ACTIVITIES   (92,937 )   (70,912 )   (6,362 )   (13,779 )   Financing Activities: Proceeds from short-term borrowings 38,000 70,000 8,000 - Principal payments on short-term borrowings (30,000 ) (70,000 ) (30,000 ) (25,000 ) Proceeds from long-term borrowings - 100,000 - 50,000 Principal payments on long-term debt (431 ) (8,407 ) (147 ) (134 ) Proceeds from issuance of common stock 113 - - - Dividends paid (3,215 ) (3,208 ) - - Net change in restricted cash 353 (104 ) (44 ) (20 ) Contingent consideration payments related to

acquisitions of businesses

  (2,368 )   (224 )   (1,251 )   (224 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES   2,452     88,057     (23,442 )   24,622     Effect of exchange rates on cash   16,697     (10,131 )   5,266     3,862     NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (37,051 ) 184 41,498 63,846   Cash and cash equivalents at the beginning of the period   203,892     212,267     125,343     148,605     CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 166,841   $ 212,451   $ 166,841   $ 212,451       Supplemental disclosure of non-cash investing and financing activities:   Liability incurred to acquire NEK, net $ - $ 12,108 $ - $ - Liability incurred to acquire Intific, net $ 1,173 $ - $ - $ -  

Cubic CorporationMedia:John D. ThomasChief Financial Officer858-505-2989orInvestor Relations:Diane DyerDirector of Investor Relations858-505-2907