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Technology-DrivenMarket-Leading SolutionsRaymond James 41st Annual Institutional Investors ConferenceMarch 2020
Safe Harbor and Disclosures2
This presentation contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or our future financial and/or operating performance are not historical and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “anticipate,” “estimate,” “plan,” “project,” “goal,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “predict,” “potential,” “opportunity” and similar words or phrases or the negatives of these words or phrases. These statements involve estimates, assumptions and uncertainties, including those discussed in “Risk Factors” in the Company’s annual report on Form 10-K for the year ended September 30, 2019, that could cause actual results to differ materially from those expressed in these statements.
Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
This presentation also includes non-GAAP financial measures as that term is defined in Regulation G. Non-GAAP financial measuressupplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the mostdirectly comparable GAAP financial measures can be found in the Appendix to this presentation. Cubic has not provided a reconciliationof forward-looking financial measures such as Adjusted EBITDA and Adjusted EPS to the most directly comparable financial measuresprepared in accordance with GAAP because Cubic is unable to quantify certain amounts that would be required to be included in theGAAP measures without unreasonable efforts, and Cubic believes such reconciliations would imply a degree of precision that would beconfusing or misleading to investors.
Strong Investment Thesis Supporting Near- and Long-term Profitable Growth3
Technology-driven, Market-leading Global Provider of Innovative, Mission-critical Solutions
0101
Strong Execution Against Goal 2020 Strategy and Company Transformation
0202
Large Addressable Market Provides Runway for Growth; Significant Wins Enabled by Innovation and Client-centricity
0303
Focused on Improving Free Cash Flow
0404
Focused on Disciplined Capital Allocation
0505
Technology-driven, Market-leading Solutions4
2019 Sales Employees Customers Prime Contractor Backlog$1.5B 6,200 >90% of Sales $3.4B
>2x FY19 Sales(Blue Chips)
Transportation Systems Mission Solutions Defense Training
57%of Sales
22%of Sales
21%of Sales
0101
Leading integrator of payment systemsand intelligent travel solutions
Leading provider of expeditionary communications solutions
Leading provider ofdefense training systems
SALES ADJ. EBITDA
Transportation Systems• Delivering large-scale transit fare
collection and intelligent transportation management systems
• One Account multimodal integration
$850M21% 3-yr. CAGR
$111M50% 3-yr. CAGR
Mission Solutions• Providing operational advantage in
the most demanding environments
• Improving size, weight and power (SWaP)
• Investing ahead of customer need (+$12.6M FY19 investments)
$329M40% 3-yr. CAGR
$34M55% 3-yr. CAGR
Global Defense Training• Enabling accelerated readiness by
delivering cost effective Live, Virtual and Constructive solutions
• Expect return to growth and FY20 book-to-bill >1.0x
$318M(5%) 3-yr. CAGR1
$33M2% 3-yr. CAGR1
57%30%
13% Ground TrainingAir TrainingVirtual Training
58%42% Products
Services
63%25%
12% Protected Comm.Rugged IoTC2ISR
Three Businesses Linked by Common Platforms and Technologies50101
Note: Figures as of Year End 2019. 1 2017 sales and Adj. EBITDA figures exclude $8M REA benefit.
Shared Platforms, Technologies and TalentAcross Our Portfolio
CTS: High growth business with ongoing transformation and recent acquisitions driving margins higher
CMS: High growth, high margin business with significant upside
CGD: In transition as technology shifts; well positioned for air and ground training market recapitalization
CTS: High growth business with ongoing transformation and recent acquisitions driving margins higher
CMS: High growth, high margin business with significant upside
CGD: In transition as technology shifts; well positioned for air and ground training market recapitalization
One Cubic Supporting Functions Procurement | Manufacturing | Product Lifecycle
Management | Accounting & Finance | HR | IT
One Cubic Supporting Functions Procurement | Manufacturing | Product Lifecycle
Management | Accounting & Finance | HR | IT
Instrumentation | Secure Networking | Cloud Computing | Algorithms/Simulation | Data Visualization
Instrumentation | Secure Networking | Cloud Computing | Algorithms/Simulation | Data Visualization
Common Technologies
Power Management
Cyber Resiliency
Unique Characteristics Driving our Competitive Advantage6
MARKETLEADERSHIP
FLEXIBLE & RELIABLE TECHNOLOGY HIGH BARRIERS TO ENTRY
0101
Note: LVC = Live, Virtual, Constructive.
• 70% mass-transit ridership (U.K., Australia and North America); 61% of U.S. market committed to Cubic’s mobile solution
• Leading Full Motion Video platforms
• Market leader in Air Combat Maneuvering Instrumentation and Ground Live training solutions
• Only provider with joint USAF / Navy validated, flight-tested LVC solution
• Proven innovation platform driving faster breakthroughs
• Winning proposition based on: 1) technology leadership; 2). lower SWaP-C; 3) reuse; 4) optimized critical system performance; and 5) enhanced data-driven insights
• Leading technology resulting in first-mover advantage
• Large installed base
• Project scale and investment create high switching costs
• Program of record status in Defense
Record 2019 Financial Performance with Many Achievements7
EXECUTED STRATEGICACQUISITIONS
Trafficware and GRIDSMART: leadership in intelligent intersection management Nuvotronics: disruptive technology provider of advanced radio frequency devices enabling
supply chain synergies and growth potential in space, electronic warfare and 5G markets Pixia: advancing our battlefield cloud strategy Delerrok: expanding fare collections-as-a-service solutions to small- and mid-markets
DELIVEREDON OUR PRIORITIES
Successful launch of New York OMNY system Apple and Google collaboration to simplify how travelers pay Key franchise program wins in Mission Solutions Training positioned for growth with recent international and LVC awards Developed Diversity & Inclusion strategic plan
DROVESTRONGFINANCIAL RESULTS
Record sales of $1.5B, up 24% (27% CC), including organic growth of 20%1 CC Backlog of $3.4B representing >2x 2019 sales Record Adj. EBITDA of $146.6M with 110bps margin improvement Adj. EPS growth of 43% (49% CC)
0202
Note: Organic revenue is defined as GAAP revenues adjusted for the impact of acquisitions and foreign currency. CC = Constant Currency. 1 ASC 606 favorably impacted FY19 sales by $109M, including organic growth from Cubic’s next-generation fare payment system contract in Boston and other projects.
Strong Execution Against Goal 2020 Strategy8
• Deliver high-quality early• Ensure customer-centric innovation• Be more responsive• Win and grow the business• Serve our internal customers
• Master customer engagement• Leverage One Account• Lead mobile payment and customer experience• Expand into transportation operations and analytics• Transform the business and execute
• Grow Mission Solutions• Expand communication and network capabilities• Mature HALO• Grow our cloud business • Continue to innovate
• Provide performance-based training solutions• Deliver high-fidelity multi-domain training architectures• Integrate next-generation immersive training capabilities
• Improve structure and process• Continuously improve our culture and communication• Grow our talent• Align measures and rewards• Implement corporate service level agreements (SLAs)
Winning the Customer
BuildingNextCityGlobally
GrowingNextMissionGlobally
BuildingNextTrainingGlobally
LivingOne Cubic
35% 68%Sales Growth(2017-2019)
Adj. EBITDA Growth(2017-2019)
$3.4B 4.1ReportedBacklog
Defense CPAR, out of 5 (Contract Performance
Assessment Rating)
190bps 2XAdj. EBITDA
Margin Expansion(2017-2019)
Increase in 5-Yr Gross Pipeline
($38B FY20 vs $20B FY15)
93% +5%Adj. EPS Growth
(2017-2019)Employee Engagement
Score Improvement (over last 3 years)
ImpactOur Goals and Strategic Priorities
0202
Goal 20209
Sales ($M) Adj. EBITDA ($M) & Margin (%)
2017 2018 2019 2020 Guidance Goal 2020
$1,108$1,203
$1,610 $1,550-$1,600
$88 $105
$147 $165
$15
7.9%8.7%
9.8%11.2% 11%-12.5%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
$200
2017 2018 2019 2020 Guidance Goal 2020
Key Organic Growth Drivers Margin Improvement Drivers
CTSCTS CMSCMS CGDCGD
• New York MTA• Boston MBTA• Brisbane• SF Bay Area• Intelligent Traffic Systems
• GATR (T2C2, Other)• Command Posts• Troposcatter• F-35 FMV
• Air and Ground LVC• Value add platforms for
performance assessment• International growth
(FY20 vs FY19)• Game-based training
Supply Chain SG&A Segment Examples
• Manufacturing consolidation
• Supplier reduction• Continuous
improvement
• Centralization of support functions
• Shared services• Benchmarks and
rationalization
• Discipline during bid and execution
• CTS Product model• Low-cost engineering
0202
$1,570$1,496
FY20 reflects incremental
R&D of ~$20M (incl. Delerrok
and Pixia)
$180
1 1
1 Reflects the midpoint of FY20 guidance range.
Pixia and Delerrok acquisitionsPixia and Delerrok acquisitions
Large Addressable Global Markets with Favorable Dynamics10
Favorable Market Dynamics with Significant Market Expansion via Organic and Inorganic Investments
Transportation Mission Solutions Defense Training
Expanded Addressable Market (Annual)
TransportationReducing Congestion• Growing urbanization and rising consumer
expectations are driving innovation and demand for mobility management technologies
Mission SolutionsIncreasing Operational Effectiveness• Geopolitical global complexity is driving
the need for robust, secure, mobile situational surveillance solutions
Defense TrainingIncreasing Operational Readiness• Rise of near-peer adversaries demands
multi-domain readiness enabled by live, virtual and constructive solutions
~$9B
2015 20205-yr ProjectedMarket CAGRs
~5%
5%-10%
2%-3%
$3 $10 $2
$16
$4
$12
0303
Market Tailwinds
~$38BKey Additions (2020 vs 2015): • Surface Transport Management• Mid-market• C4ISR (Protected Comms, Rugged
IoT, C2 and ISR-as-a-Service)• LVC and Game-based training
Customer-Centric Innovation Driving Sustained Market Leadership 11
1 CRADA = Cooperative Research and Development Agreement. 2 Sales and R&D include Pixia and Delerrok acquisitions.
Innovation Process
$18.0
$32.0
$52.7 $52.4 $50.1
~$70.0
1.3% 2.2% 3.5% 4.4% 3.4% 4.3%
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
$0
$10
$20
$30
$40
$50
$60
$70
$80
2015 2016 2017 2018 2019 2020E
R&D R&D as a % of Sales
R&D Investments ($M)
Recent Breakthrough Innovations
HALO Nuvotronics Pixia SLATEMulti-link communication
technologyPolystratatechnology
Massive imagerydata processing
Secure LVC Advanced Training Environment
ULTRA Cubic ICMP Cubic Interactive Tri-reader 4Non-laser based solution for ground-based training
Intelligent congestion management platform
SaaS-based digitalloyalty and advertising
Next-Generationvalidator
Customer Co-DevelopmentCo-development to fund and evolve solutions: example - prototype or demonstration contract, US Government CRADA1 or customer paid development
Optimize InvestmentNear- and long-term, incremental and game-changing spend assessment of progress and returns
Innovation Social SystemCreates successful connections and collaboration; facilitates the logistics and infrastructure of Cubic’s Innovation Program
Leadership engaged in process; integrators lead seconded, cross-functional teams to the best ideas
0303
2
4% - 5%LT target as a
% of Sales
$2.5 $2.8 $2.9
$4.8 $4.3
$0.00
$1.00
$2.00
$3.00
$4.00
$5.00
$6.00
2015 2016 2017 2018 2019
Backlog + Key Sole Source IDIQs
$0.00
$1.00
$2.00
$3.00
$4.00
$5.00
$6.00
2015 2016 2017 2018 2019
Historical Backlog ($B)
CTS CMS CGD
Strong Backlog Supported by Recent Wins and Franchise Programs 120303
Recent Wins and Accomplishments
• $377M extension to upgrade Chicago’s Ventra system• San Francisco Muni for NextBus machine learning platform• Google collaboration to integrate contactless transit cards• Moovit strategic partnership to add integrated platform offering travelers a seamless
mobile experience to journey planning and ticketing/fare collection
• $325M USMC’s Next Generation Troposcatter program• ~$100M Sigma Defense Systems to integrate Atlas modular suite as the core
Stingray solution for U.S. DoD• Multi-link comm. technology development and demonstration contract• Additional Franchise Programs: F-35 Lightning II Program, Boeing MQ-25
unmanned tanker for U.S. Navy and MH-60S multi-mission helicopter Naval Air Systems Command (combined 2023P sales of >$175M | >15% EBITDA margin)
• $115M+ in recent Air Training international programs• Won LIVE OTA: Phase 1, future of ground-based training• Won Soldier Squad Virtual Trainer (SSVT): Phase 1,
future of marksmanship training
$2.5 $2.4 $2.5
$4.1$3.4
$1.2
$2.8
$1.0
1.1x2.3x
0.7x ~1.0x >1.0x >1.0x
-3.5
-2.5
-1.5
-0.5
0.5
1.5
2.5
$0
$1
$1
$2
$2
$3
$3
$4
$4
2017 2018 2019 2020E 2021E 2022E Bookings ($B) Book-to-Bill Ratio
Trend in Book-to-Bill Ratio
NextCityNextCity
NextMissionNextMission
NextTrainingNextTraining
Note: STE = Synthetic Training Environment. FoF = Force-on-Force.
► R&D led to major CTS wins FY18, driving record Backlog and Book-to-Bill ► FY17-19 book-to-bill 1.3x► Key FY20 Bookings: Chicago Ventra, Boston, GATR (T2C2 + CSS VSAT),
Troposcatter, Command Posts, USMC Force on Force, Air Training (Int’l)
>$300M 3-year pipeline (Army STE and USMC
FoF Next)
CGDCTS CMS
The “Next” Level: New Digital Platforms and Products13
$25M Cumulative Investment Over 3 Years Targeting EBITDA Margin Opportunities of 30%-50% by 2025
Target emerging, high growth markets aligned to Cubic innovation and domain expertise
11 Shift from fixed margin projects to digital products and platforms that deliver superior customer value at higher margins
22 Accelerate delivery of Digital offerings with incremental R&D funding33
NextCity 2.0NextCity 2.0 NextMissionNextMission NextTrainingNextTraining
0303
• Integrated fare collection, congestion management, transit policy and mobile vitality
• Secure video and data management to view, manage and understand real-time video
• Performance digital platform for human + machine assessment
• Game-based training for cost effective training at point of need
Expand defense training market leadership to commercial industry
• Transportation• First Responders• Manufacturing• Health Care
“Top Gun for Industry”
AgencyCloud:
Cubic Interactive: Transit Loyaltyand Advertising
MaaS Platform: Mobility Marketplace,and Transit Policy Engine
NextApp: Multi-modal Journeys with Mobile Ticketing
+“MaaS Platform for All Cities”
Pivot: Cubic Transportation Platforms Pivot: Multi-domain Video AnalyticsPivot: Performance Assessment and Game-
based Training Platforms
“Most Complete and Powerful Platform for FMV ”
Integration of multi-domain data sources to power advanced machine to machine video analytics
Focused on Improving Free Cash Flow Profile14
Average FCF Conversion Target: ~100% of GAAP Net Income Over 3-Year Period
Working Capital/Capex Initiatives• A/R – Reducing DSOs with focus on ‘unbilled’ AR
and collections of overdue receivables• A/P – Optimizing supplier relationships; addressing
payment terms
Ongoing Cost Savings• Savings of $20M+ in 2019• Supply Chain – Continued consolidation and
reduction in the number of suppliers • General & Administrative – Centralized and
streamlined function
ERP / IT Roadmap (Completed)• Critical One Cubic investments of $100M over last
three years to improve efficiency, collaboration, data insights and ability to scale
0404
23%
~100%
Adj. Free Cash Flow Conversion1
1 Adj. Free Cash Flow Conversion is defined as Adj. Free Cash Flow divided by GAAP net income from continuing operations; includes real estate sale proceeds of $44.9M in FY19.
2020-2022 3-Year Average
Target
Lower Capital Spend/ERP Completed
2018-20192-Year
Average
Working Capital
Improvement
Focused on Disciplined Capital Allocation15
FY2015-2019 Deployment$1.3B1
0505
60%16%
14%
8%3%
M&AR&DERP/IT RoadmapOther Capex excl. ERP/ITDividend
1 Gross allocation.
Dividend• Maintain consistent annual dividend
R&D• Focus on sustained market leadership through innovation
• Digital platforms: recurring high margin revenue / cash flow• Blend of near- and long-term opportunities• Blend of incremental and game-changer• Demonstration of payback
Leverage Ratio• Pro Forma (9/30/19) for Pixia and Delerrok: 3.4x• Long-term target of <3.0x
M&A • Market-leading, technology-driven focus• Aligned with financial hurdles• Integrate and continue to drive growth and lower net leverage ratio
Current Priorities
Clear M&A Framework Guiding Decisions16
Leader in U.S. urban intelligent intersection management
Largest scale and fastest growing integrated ITS (Intelligent Transport Systems) portfolio
Has ~35,000 of the ~300,000 signalized U.S. intersections
Aligned with NextCity vision to link mobility payments to predictive, personalized information and regional congestion management
Largest CAV network in ATM (~3,000 connected intersections across 10 U.S. locations and growing)
Adj. EPS accretive year 1
Strategic Acquisition Filters
Technology-driven, Innovation-focus
Market Leadership, Potential
Aligned with Strategy
Financial Criteria
IRR > Risk Adj. WACC
Adj. EPS Accretive by Year 2
Spotlight on Recent Acquisitions
Note: ATM = Arterial Traffic Management. CAV = Connected and Autonomous Vehicle.
0505
CMS Acquisition Track RecordAcquisition Spend ~$390M FY15-FY192
Trafficware + GridsmartIntegration
NuvotronicsUpdate
• FY19 growth from core business and new customers• GRIDSMART closed largest deal in its history leveraging
Trafficware direct sales• Leveraging CTS for sales in APAC• Partnering with NextBus on surface transport and transit
opportunities• Leveraging Cubic purchasing power to reduce material
cost • Expect sales growth >20% FY20 and >10% CAGR
FY19-23
• Developing technology to improve GATR SWaP / capability
• Developing technology to integrate into recent Protected Communications franchise wins
• Completing investment in Fabrication and Manufacturing capabilities as well as security certification to handle both commercial and defense production orders
• Positioning for franchise opportunities in Space and Defense sectors
M&A Scorecard of Recent Acquisitions17
CLOSE DATE Oct. 2018 Jan. 2019 Mar. 2019 Jan. 2020 Jan. 2020
PRICE1 $237M $87M $67M $250M $44M
Technology-driven, Innovation-focus
Market Leadership, Potential
Aligned with Strategy
Projected IRR > Risk Adj. WACC
Adj. EPS Accretive by Year 2
0505
$112 $145
$187
$262
$24 $30 $39 $59
$-
$20
$40
$60
$80
$100
$120
$140
$0
$50
$100
$150
$200
$250
$300
FY16PF FY17 FY18 FY19 Sales Adj. EBITDA
1 Purchase prices reflect the acquisition-date fair value consideration and are not adjusted for expected cash tax benefits associated with NOLs and amortization deductions. 2 The graphs include the results of DTECH (Dec 2014), TeraLogics (Dec 2015), GATR (Feb 2016), Vocality (Nov 2016), MotionDSP (Feb 2018), and Shield Aviation (Jul 2018). FY16 is pro-forma assuming Cubic owned TeraLogics, GATR and Vocality for the entire fiscal year. Adj. EBITDA does not include corporate cost allocations of ~$4M FY16, ~$6M FY17, ~$8M FY18, and ~$16M FY19.
FY2020 Guidance
FY2020 Guidance(Unchanged)
Sales Adj. EBITDA Adj. EPS
$1,580M – $1,640M$1,610M Midpoint
$170M – $190M$180M Midpoint
$3.10 – $3.70$3.40 Midpoint
Source: February 5, 2020 Quarterly Earnings Presentation. Note: constant currency; includes Pixia and Delerrok acquisitions (closed January 2020)
Pixia and Delerrok acquisitions expected to contribute ~$40M in Sales and ~$15M in Adj. EBITDA
Depreciation ~$29M; Amortization ~$64M
Expect Q2 Adj. EBITDA to be roughly flat sequentially Expect Adj. EBITDA growth in Transportation and Defense Training; Mission Solutions expected to be similar to 1Q20 Impacted by timing of high-margin GATR shipments in Mission Solutions and reflects timing of Boston financial close
(expected in fiscal Q3) Expect tax expense in 2Q20 due to jurisdictional mix of earnings
Strong visibility: >80% of CTS and CGD FY20 sales in backlog
Expect strong 2H20 with >50% of FY20 Adj. EBITDA in Q4
18
Cubic Mission Solutions H2FY20 Funding Confidence19
Cubic Product Line Program Confidence Rationale
GATRTransportable Tactical Command Communications (T2C2)
• Program funded $99M in FY20 defense appropriations• Anticipate Full Rate Production order in fiscal Q3• GATR quantities: 78 lite units, 63 heavy units, plus spares
DTECH Edge Networking and Computing
• Programs funded ~$625M in FY20 defense appropriations• Confirmed funding with spend plan under approval by Government Customer• Ongoing technology refresh or capital equipment replacement cycles • Solution defined with fielding plans under customer review
PIXIA Multiple Sensitive Programs
• Sole provider of these solutions• Track record of consistent renewal• Mission critical operations depend on PIXIA software• Contract vehicles between the Government and PIXIA are in place
20
Quarter 1 Fiscal Year 2020 Quarter 2 Fiscal Year 2020 Quarter 3 Fiscal Year 2020 Quarter 4 Fiscal Year 2020OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP
Budget Released Monitor Execution Monitor Execution Monitor Execution
Monitor Execution
Monitor Execution
Monitor Execution
ACTIVITIESMonitor executionPerformance reviewTransfer authority approval for reprogramming
ACTIVITIESMonitor executionPerformance reviewIdentify “sweep up” funds from under-executing programs; shift to other programs (within flex limits)End of year closeout
ACTIVITIES
Budget Authority released by Office of Management and Budget (OMB)to Office of the Secretary of Defense (OSD), then from Undersecretary of Defense Comptroller (USDC) to Service Comptroller, to lower echelon comptrollers and then to Program Managers (PMs)
ACTIVITIES
Monitor execution (obligation and expenditure rates, emerging “fact-of-life” issues)Performance reviewConduct Mid-Year Review (all echelons) in Feb-Mar timeframe
TRADITIONAL TIMELINE
Continuing Resolution resulted in delays, leading to back-end weighted year
Budget Flow Down To Programs
Budget Flow Down To Programs
Continuing Resolution
Budget Released
FY20 Budget Execution
Key Takeaways21
Technology-Driven, Market-Leading Solutions
Mission Solutions continues to invest in SWaP-C advantage, solving our customers’ hardest problems, leading to significant growth
Mission Solutions continues to invest in SWaP-C advantage, solving our customers’ hardest problems, leading to significant growth
02
Defense Training leverages our LVC technology, performance assessment and game-based training platform to improve readiness for militaries and commercial customers
Defense Training leverages our LVC technology, performance assessment and game-based training platform to improve readiness for militaries and commercial customers
03
Transportation Systems continues to leverage our market leadership advantage with significant partnerships to deliver the future, Mobility-as-a-Service
Transportation Systems continues to leverage our market leadership advantage with significant partnerships to deliver the future, Mobility-as-a-Service
01
AppendixNon-GAAP to GAAP Reconciliation Tables
GAAP Net Income to Adj. EBITDA Reconciliation23
Cubic Consolidated ($M) 2019 2018 2017Sales $ 1,496.5 $ 1,202.9 $ 1,107.7 Net income (loss) from continuing operations attributable to Cubic $ 51.1 $ 8.1 $ (25.7) Noncontrolling interest in loss of VIE (9.8) (0.3) - Provision for income taxes 11.0 7.1 14.6 Interest expense, net 13.9 8.8 14.1 Other non-operating expense (income), net 20.0 0.7 (0.4)
Operating income $ 86.2 $ 24.4 $ 2.6 Depreciation and amortization 64.7 46.6 48.0 Noncontrolling interest in EBITDA of VIE (8.9) - - Acquisition related expenses, excluding amortization 13.4 4.5 (0.2) Strategic and IT system resource planning expenses 8.3 24.1 34.4 (Gain) loss on sale of fixed assets (32.5) - 0.4 Restructuring costs 15.4 5.0 2.3 Adj. EBITDA $ 146.6 $ 104.6 $ 87.5 Adj. EBITDA Margin 9.8% 8.7% 7.9%
Years Ended September 30,
Continuing Operations – Years Ended September 30, 2019, September 30, 2018, and September 30, 2017
Note: The difference between consolidated amounts and segments represents Corporate. Amounts may not sum due to rounding.
GAAP to Adj. EBITDA Reconciliation by Segment24
($M)Cubic Transportation Systems 2019 2018 2017Sales $ 849.8 $ 670.7 $ 578.6 Operating income $ 77.2 $ 60.4 $ 39.8 Depreciation and amortization 30.7 12.0 8.8 Noncontrolling interest in income of VIE (8.9) - - Acquisition related expenses, excluding amortization 8.3 0.5 (0.2) Restructuring costs 3.2 0.4 0.4 Adj. EBITDA $ 110.5 $ 73.3 $ 48.8 Adj. EBITDA Margin 13.0% 10.9% 8.4%
Cubic Mission Solutions 2019 2018 2017Sales $ 328.8 $ 207.0 $ 168.9 Operating income (loss) $ 7.8 $ (0.1) $ (9.3) Depreciation and amortization 23.3 22.4 23.8 Acquisition related expenses, excluding amortization 3.3 3.7 (0.1) Restructuring costs - 0.2 - Adj. EBITDA $ 34.4 $ 26.2 $ 14.4 Adj. EBITDA Margin 10.5% 12.7% 8.5%
Cubic Global Defense 2019 2018 2017Sales $ 317.9 $ 325.2 $ 360.2 Operating income $ 23.0 $ 16.6 $ 28.1 Depreciation and amortization 6.8 8.5 10.4 Acquisition related expenses, excluding amortization 1.7 (0.1) - Gain on sale of fixed assets (2.0) - - Restructuring costs 3.3 1.3 0.9 Adj. EBITDA $ 32.8 $ 26.3 $ 39.4 Adj. EBITDA Margin 10.3% 8.1% 10.9%
Years Ended September 30,
Years Ended September 30,
Years Ended September 30,
Continuing Operations – Years Ended September 30, 2019, September 30, 2018, and September 30, 2017
GAAP Net Income to Adj. Net Income Reconciliation and GAAP EPS to Adj. EPS Reconciliation
25
($M, except per share data) GAAP EPS $ 1.67 $ 0.29 $ (0.95) GAAP Net income (loss) from continuing operations attributable to Cubic $ 51.1 $ 8.1 $ (25.7) Noncontrolling interest in the loss of the VIE (9.8) (0.3) — Amortization of purchased intangibles 42.1 27.1 30.2 Gain on sale of fixed assets (32.5) — 0.4 Restructuring costs 15.4 5.0 2.3 Acquisition related expenses, excluding amortization 13.4 4.5 (0.2) Strategic and IT system resource planning expenses 8.3 24.1 34.4 Other non-operating expense (income), net 20.0 0.7 (0.4) Noncontrolling interest in Adjusted Net Income of VIE (9.7) — — Tax impact related to acquisitions1 (6.6) (1.2) (0.1) Impact of US Tax Reform — (7.0) — Tax impact related to non-GAAP adjustments2 3.9 (1.0) 3.0 Adj. Net income $ 95.6 $ 60.0 $ 43.9 Adj. EPS $ 3.13 $ 2.19 $ 1.62
Weighted Average Diluted Shares Outstanding (in thousands) 30,606 27,351 27,173
1 Represents the tax accounting impact of significant discrete items recorded at the time of acquisition.
Years Ended September 30,20172019 2018
Continuing Operations – Years Ended September 30, 2019, September 30, 2018, and September 30, 2017
1 Represents the tax accounting impact of significant discrete items recorded at the time of acquisition. 2 The tax rate applied to the non-GAAP adjustments is based upon the statutory tax rate of the jurisdiction of the event.
GAAP to Non-GAAP Reconciliation: FCF and Adj. FCF26
($M)Cubic Consolidated Net cash provided by (used in) continuing operating activities $ (31.9) $ 8.6 Capital expenditures (49.1) (31.7) Proceeds from sale of property, plant and equipment 44.9 — Free Cash Flow (36.0) (23.1) Less: operating cash flow associated with SPV (50.2) (22.4) Adj. Free Cash Flow $ 14.1 $ (0.7)
2019 2018
Year Ended September 30,
Continuing Operations – Years Ended September 30, 2019 and September 30, 2018
Note: Amounts may not sum due to rounding.