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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CMTSU Liquidation Inc (CE) | USOTC:CBRI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
Delaware
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38-2046833
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(State or other jurisdiction of incorporation or organization)
|
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(I.R.S. Employer Identification No.)
|
|
|
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6312 South Fiddler’s Green Circle, Suite 600E,
Greenwood Village, Colorado
|
|
80111
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(Address of Principal Executive Offices)
|
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(Zip Code)
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Large accelerated filer
o
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|
Accelerated filer
x
|
|
|
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Non-accelerated filer
o
|
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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|
|
|
|
Page
|
Part I
|
FINANCIAL INFORMATION
|
|
Item 1.
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Financial Statements (unaudited):
|
|
|
||
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||
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||
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Item 2
.
|
||
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Three Months Ended March 31,
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||||||
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2016
|
|
2015
|
||||
REVENUES
|
|
|
|
||||
Consulting services
|
$
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166,238
|
|
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$
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191,054
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Other revenue
|
8,813
|
|
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10,951
|
|
||
Total revenues
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175,051
|
|
|
202,005
|
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OPERATING EXPENSES
|
|
|
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||||
Cost of consulting services
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129,443
|
|
|
143,795
|
|
||
Cost of other revenue
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4,864
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|
|
6,495
|
|
||
Selling, general and administrative
|
49,223
|
|
|
45,718
|
|
||
Goodwill Impairment
|
85,923
|
|
|
—
|
|
||
Amortization of intangible assets
|
593
|
|
|
—
|
|
||
Restructuring charges
|
345
|
|
|
61
|
|
||
Total operating expenses
|
270,391
|
|
|
196,069
|
|
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OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(95,340
|
)
|
|
5,936
|
|
||
|
|
|
|
||||
Interest expense
|
(544
|
)
|
|
(314
|
)
|
||
Other expense, net
|
(132
|
)
|
|
(153
|
)
|
||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(96,016
|
)
|
|
5,469
|
|
||
Income tax expense
|
948
|
|
|
1,251
|
|
||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(96,964
|
)
|
|
4,218
|
|
||
Loss from discontinued operations, net of income tax
|
(36
|
)
|
|
(42
|
)
|
||
CONSOLIDATED NET INCOME (LOSS)
|
(97,000
|
)
|
|
4,176
|
|
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Net income attributable to noncontrolling interests
|
20
|
|
|
2
|
|
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NET EARNINGS (LOSS) ATTRIBUTABLE TO CIBER, INC.
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$
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(97,020
|
)
|
|
$
|
4,174
|
|
|
|
|
|
||||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:
|
|
|
|
||||
Continuing operations
|
$
|
(1.21
|
)
|
|
$
|
0.05
|
|
Discontinued operations
|
—
|
|
|
—
|
|
||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.
|
$
|
(1.21
|
)
|
|
$
|
0.05
|
|
|
|
|
|
||||
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
80,210
|
|
|
78,727
|
|
||
Diluted
|
80,210
|
|
|
79,537
|
|
|
Three Months Ended March 31,
|
||||||
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2016
|
|
2015
|
||||
Consolidated net income (loss)
|
$
|
(97,000
|
)
|
|
$
|
4,176
|
|
Foreign currency translation adjustments
|
4,557
|
|
|
(13,077
|
)
|
||
Comprehensive loss
|
(92,443
|
)
|
|
(8,901
|
)
|
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Comprehensive income attributable to noncontrolling interests
|
20
|
|
|
2
|
|
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Comprehensive loss attributable to Ciber, Inc.
|
$
|
(92,463
|
)
|
|
$
|
(8,903
|
)
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
18,412
|
|
|
$
|
20,404
|
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Accounts receivable, net of allowances of $2,438 and $2,130, respectively
|
160,616
|
|
|
169,501
|
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Prepaid expenses and other current assets
|
26,440
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|
|
26,340
|
|
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Total current assets
|
205,468
|
|
|
216,245
|
|
||
|
|
|
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||||
Property and equipment, net of accumulated depreciation of $35,597 and $37,849, respectively
|
21,214
|
|
|
22,447
|
|
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Goodwill
|
173,115
|
|
|
256,736
|
|
||
Intangibles, net
|
2,792
|
|
|
—
|
|
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Other assets
|
5,059
|
|
|
6,843
|
|
||
|
|
|
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||||
TOTAL ASSETS
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$
|
407,648
|
|
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$
|
502,271
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
38,900
|
|
|
$
|
—
|
|
Accounts payable
|
27,410
|
|
|
34,980
|
|
||
Accrued compensation and related liabilities
|
35,831
|
|
|
31,152
|
|
||
Deferred revenue
|
12,071
|
|
|
14,238
|
|
||
Income taxes payable
|
957
|
|
|
575
|
|
||
Other accrued expenses and liabilities
|
24,977
|
|
|
29,384
|
|
||
Total current liabilities
|
140,146
|
|
|
110,329
|
|
||
|
|
|
|
||||
Long-term debt
|
—
|
|
|
32,680
|
|
||
Deferred income taxes
|
31,263
|
|
|
30,571
|
|
||
Other long-term liabilities
|
7,058
|
|
|
8,794
|
|
||
Total liabilities
|
178,467
|
|
|
182,374
|
|
||
|
|
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|
||||
Commitments and contingencies (see Note 9)
|
|
|
|
||||
|
|
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|
||||
Equity:
|
|
|
|
||||
Ciber, Inc. shareholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000 shares authorized, no shares issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 100,000 shares authorized, 80,391 and 80,057 shares issued, respectively
|
804
|
|
|
801
|
|
||
Treasury stock, at cost, 22 and 32 shares, respectively
|
(47
|
)
|
|
(113
|
)
|
||
Additional paid-in capital
|
371,317
|
|
|
369,228
|
|
||
Accumulated deficit
|
(115,354
|
)
|
|
(17,903
|
)
|
||
Accumulated other comprehensive loss
|
(28,145
|
)
|
|
(32,702
|
)
|
||
Total Ciber, Inc. shareholders' equity
|
228,575
|
|
|
319,311
|
|
||
Noncontrolling interests
|
606
|
|
|
586
|
|
||
Total equity
|
229,181
|
|
|
319,897
|
|
||
|
|
|
|
||||
TOTAL LIABILITIES AND EQUITY
|
$
|
407,648
|
|
|
$
|
502,271
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
Accumulated deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Ciber, Inc.
|
|
|
|
|
||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
Shareholders'
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Equity
|
|
|
|||||||||||||||||||||||
BALANCES AT JANUARY 1, 2016
|
80,057
|
|
|
$
|
801
|
|
|
(32
|
)
|
|
$
|
(113
|
)
|
|
$
|
369,228
|
|
|
$
|
(17,903
|
)
|
|
$
|
(32,702
|
)
|
|
$
|
319,311
|
|
|
$
|
586
|
|
|
$
|
319,897
|
|
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,020
|
)
|
|
—
|
|
|
(97,020
|
)
|
|
20
|
|
|
(97,000
|
)
|
||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,557
|
|
|
4,557
|
|
|
—
|
|
|
4,557
|
|
||||||||
Shares issued under employee share plans, net
|
334
|
|
|
3
|
|
|
10
|
|
|
66
|
|
|
138
|
|
|
(431
|
)
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
(224
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,951
|
|
|
—
|
|
|
—
|
|
|
1,951
|
|
|
—
|
|
|
1,951
|
|
||||||||
BALANCES AT March 31, 2016
|
80,391
|
|
|
$
|
804
|
|
|
(22
|
)
|
|
$
|
(47
|
)
|
|
$
|
371,317
|
|
|
$
|
(115,354
|
)
|
|
$
|
(28,145
|
)
|
|
$
|
228,575
|
|
|
$
|
606
|
|
|
$
|
229,181
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Consolidated net income (loss)
|
$
|
(97,000
|
)
|
|
$
|
4,176
|
|
Adjustments to reconcile consolidated net income (loss) to net cash used in operating activities:
|
|
|
|
||||
Loss from discontinued operations
|
36
|
|
|
42
|
|
||
Goodwill impairment
|
85,923
|
|
|
—
|
|
||
Depreciation
|
1,523
|
|
|
1,357
|
|
||
Amortization of intangible assets
|
593
|
|
|
—
|
|
||
Deferred income tax expense
|
1,274
|
|
|
1,313
|
|
||
Provision for (recovery of) doubtful receivables
|
308
|
|
|
(149
|
)
|
||
Share-based compensation expense
|
1,951
|
|
|
1,756
|
|
||
Amortization of debt costs
|
189
|
|
|
143
|
|
||
Other, net
|
4
|
|
|
2,728
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
10,052
|
|
|
(5,429
|
)
|
||
Other current and long-term assets
|
666
|
|
|
(3,507
|
)
|
||
Accounts payable
|
(7,877
|
)
|
|
(8,553
|
)
|
||
Accrued compensation and related liabilities
|
4,700
|
|
|
(23,231
|
)
|
||
Other current and long-term liabilities
|
(5,396
|
)
|
|
(4,032
|
)
|
||
Income taxes payable/refundable
|
(330
|
)
|
|
(191
|
)
|
||
Cash used in operating activities — continuing operations
|
(3,384
|
)
|
|
(33,577
|
)
|
||
Cash used in operating activities — discontinued operations
|
(128
|
)
|
|
(127
|
)
|
||
Cash used in operating activities
|
(3,512
|
)
|
|
(33,704
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchases of property and equipment, net
|
(5,298
|
)
|
|
(1,215
|
)
|
||
Cash used in investing activities — continuing operations
|
(5,298
|
)
|
|
(1,215
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings on long-term debt
|
43,613
|
|
|
91,341
|
|
||
Payments on long-term debt
|
(37,638
|
)
|
|
(83,563
|
)
|
||
Employee stock purchases and options exercised
|
141
|
|
|
456
|
|
||
Purchase of shares for employee tax withholdings
|
(365
|
)
|
|
(398
|
)
|
||
Purchase of treasury stock
|
—
|
|
|
(762
|
)
|
||
Cash provided by financing activities — continuing operations
|
5,751
|
|
|
7,074
|
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
1,067
|
|
|
(1,298
|
)
|
||
Net decrease in cash and cash equivalents
|
(1,992
|
)
|
|
(29,143
|
)
|
||
Cash and cash equivalents, beginning of period
|
20,404
|
|
|
45,858
|
|
||
Cash and cash equivalents, end of period
|
$
|
18,412
|
|
|
$
|
16,715
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except per share amounts)
|
||||||
Numerator:
|
|
|
|
||||
Net income (loss) from continuing operations
|
$
|
(96,964
|
)
|
|
$
|
4,218
|
|
Net income attributable to noncontrolling interests
|
20
|
|
|
2
|
|
||
Net income (loss) attributable to Ciber, Inc. from continuing operations
|
(96,984
|
)
|
|
4,216
|
|
||
Loss from discontinued operations, net of income tax
|
(36
|
)
|
|
(42
|
)
|
||
Net income (loss) attributable to Ciber, Inc.
|
$
|
(97,020
|
)
|
|
$
|
4,174
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Basic weighted average shares outstanding
|
80,210
|
|
|
78,727
|
|
||
Dilutive effect of employee stock plans
|
—
|
|
|
810
|
|
||
Diluted weighted average shares outstanding
|
80,210
|
|
|
79,537
|
|
||
|
|
|
|
||||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:
|
|
|
|
||||
Continuing operations
|
$
|
(1.21
|
)
|
|
$
|
0.05
|
|
Discontinued operations
|
—
|
|
|
—
|
|
||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.
|
$
|
(1.21
|
)
|
|
$
|
0.05
|
|
|
|
|
|
||||
Anti-dilutive securities omitted from the calculation
|
4,515
|
|
|
2,768
|
|
|
International
|
|
North America
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1, 2016
|
$
|
123,055
|
|
|
$
|
133,681
|
|
|
$
|
256,736
|
|
Goodwill Impairment
|
(85,923
|
)
|
|
—
|
|
|
(85,923
|
)
|
|||
Effect of foreign exchange rate changes
|
2,302
|
|
|
—
|
|
|
2,302
|
|
|||
Balance at March 31, 2016
|
$
|
39,434
|
|
|
$
|
133,681
|
|
|
$
|
173,115
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Foreign currency forward contracts
|
$
|
169
|
|
|
$
|
2,461
|
|
Total realized and unrealized gain (loss) on derivatives
|
$
|
169
|
|
|
$
|
2,461
|
|
Currency Purchased Forward
|
|
Currency Sold Forward
|
|
Maturity Date
|
||||
|
|
|
||||||
NOK
|
44,100,000
|
|
|
EUR
|
4,682,175
|
|
|
4/29/2016
|
USD
|
11,200,000
|
|
|
EUR
|
9,829,994
|
|
|
4/29/2016
|
EUR
|
7,000,000
|
|
|
GBP
|
5,553,870
|
|
|
4/29/2016
|
AUD
|
2,950,000
|
|
|
EUR
|
1,983,327
|
|
|
4/29/2016
|
EUR
|
1,300,000
|
|
|
SEK
|
12,003,290
|
|
|
4/29/2016
|
AUD
|
360,432
|
|
|
NZD
|
400,000
|
|
|
4/29/2016
|
INR
|
507,282,975
|
|
|
USD
|
7,650,000
|
|
|
4/29/2016
|
INR
|
233,478,980
|
|
|
EUR
|
3,100,000
|
|
|
4/29/2016
|
USD
|
1,000,000
|
|
|
GBP
|
695,410
|
|
|
4/29/2016
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Income (loss) from continuing operations before income taxes:
|
|
|
|
||||
U.S.
|
$
|
(6,510
|
)
|
|
$
|
1,268
|
|
Foreign
|
(89,506
|
)
|
|
4,201
|
|
||
Total
|
$
|
(96,016
|
)
|
|
$
|
5,469
|
|
|
|
|
|
||||
Income tax expense:
|
|
|
|
||||
U.S.
|
$
|
612
|
|
|
$
|
674
|
|
Foreign
|
336
|
|
|
577
|
|
||
Total
|
$
|
948
|
|
|
$
|
1,251
|
|
|
Employee Severance and Termination
|
|
Professional Fees, Office Closures and Other
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Restructuring liability, as of January 1, 2016
|
$
|
1,791
|
|
|
$
|
990
|
|
|
$
|
2,781
|
|
Restructuring charge
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-cash items
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash paid
|
(1,541
|
)
|
|
—
|
|
|
(1,541
|
)
|
|||
Foreign exchange rate changes
|
44
|
|
|
—
|
|
|
44
|
|
|||
Restructuring liability, as of March 31, 2016
|
$
|
294
|
|
|
$
|
990
|
|
|
$
|
1,284
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Revenues:
|
|
|
|
||||
International
|
$
|
75,964
|
|
|
$
|
96,687
|
|
North America
|
99,585
|
|
|
105,567
|
|
||
Other
|
764
|
|
|
788
|
|
||
Inter-segment
|
(1,262
|
)
|
|
(1,037
|
)
|
||
Total revenues
|
$
|
175,051
|
|
|
$
|
202,005
|
|
|
|
|
|
||||
Operating income (loss) from continuing operations:
|
|
|
|
||||
International
|
$
|
(1,036
|
)
|
|
$
|
6,413
|
|
North America
|
6,544
|
|
|
9,996
|
|
||
Other
|
125
|
|
|
76
|
|
||
Corporate expenses
|
(14,112
|
)
|
|
(10,488
|
)
|
||
Operating income from continuing operations before goodwill impairment, amortization and restructuring charges
|
(8,479
|
)
|
|
5,997
|
|
||
Goodwill impairment
|
(85,923
|
)
|
|
—
|
|
||
Amortization of intangible assets
|
(593
|
)
|
|
—
|
|
||
Restructuring charges
|
(345
|
)
|
|
(61
|
)
|
||
Total operating income (loss) from continuing operations
|
$
|
(95,340
|
)
|
|
$
|
5,936
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||
Consulting services
|
$
|
166,238
|
|
|
95.0
|
%
|
|
$
|
191,054
|
|
|
94.6
|
%
|
Other revenue
|
8,813
|
|
|
5.0
|
|
|
10,951
|
|
|
5.4
|
|
||
Total revenues
|
$
|
175,051
|
|
|
100.0
|
%
|
|
$
|
202,005
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||||
Gross profit - consulting services
|
$
|
36,795
|
|
|
22.1
|
%
|
|
$
|
47,259
|
|
|
24.7
|
%
|
Gross profit - other revenue
|
3,949
|
|
|
44.8
|
|
|
4,456
|
|
|
40.7
|
|
||
Gross profit - total
|
40,744
|
|
|
23.3
|
|
|
51,715
|
|
|
25.6
|
|
||
|
|
|
|
|
|
|
|
||||||
SG&A costs
|
49,223
|
|
|
28.1
|
|
|
45,718
|
|
|
22.6
|
|
||
Goodwill Impairment
|
85,923
|
|
|
49.1
|
|
|
—
|
|
|
—
|
|
||
Amortization of intangible assets
|
593
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||
Restructuring charges
|
345
|
|
|
0.2
|
|
|
61
|
|
|
—
|
|
||
Operating income (loss) from continuing operations
|
(95,340
|
)
|
|
(54.5
|
)
|
|
5,936
|
|
|
2.9
|
|
||
|
|
|
|
|
|
|
|
||||||
Interest expense
|
(544
|
)
|
|
(0.3
|
)
|
|
(314
|
)
|
|
(0.2
|
)
|
||
Other expense, net
|
(132
|
)
|
|
(0.1
|
)
|
|
(153
|
)
|
|
(0.1
|
)
|
||
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before income taxes
|
(96,016
|
)
|
|
(54.9
|
)
|
|
5,469
|
|
|
2.7
|
|
||
Income tax expense
|
948
|
|
|
0.5
|
|
|
1,251
|
|
|
0.6
|
|
||
|
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
(96,964
|
)
|
|
(55.4
|
)%
|
|
$
|
4,218
|
|
|
2.1
|
%
|
•
|
International revenues decreased
$20.7 million
, or
21.4%
overall, and decreased
15.8%
in local currency compared with the three months ended
March 31, 2015
. Revenues declined primarily related to decreased revenue in the United Kingdom ("U.K."), Norway and Germany primarily due to less available resources in these countries.
|
•
|
North America revenues decreased
$6.0 million
, or
5.7%
, compared to the three months ended March 31,
2015
. This decrease is primarily a result of a decline in our Oracle practice due to a low level of bookings and project cost overruns and declines in the Talent Services, SAP and ADM practices due to projects ending or ramping down. This decrease was partially offset by an increase in revenue in our Infor and transformation services practices during the three months ended March 31, 2015, due to a new projects started in the second half of 2015.
|
|
Three Months Ended March 31,
|
|
%
change
|
|
2016
% of
revenue*
|
|
2015
% of
revenue*
|
|||||||||
|
2016
|
|
2015
|
|
|
|
||||||||||
|
(In thousands)
|
|
|
|
|
|
|
|||||||||
International
|
$
|
(1,036
|
)
|
|
$
|
6,413
|
|
|
(116.2
|
)%
|
|
(1.4
|
)%
|
|
6.6
|
%
|
North America
|
6,544
|
|
|
9,996
|
|
|
(34.5
|
)
|
|
6.6
|
|
|
9.5
|
|
||
Other
|
125
|
|
|
76
|
|
|
64.5
|
|
|
16.4
|
|
|
9.6
|
|
||
Corporate expenses
|
(14,112
|
)
|
|
(10,488
|
)
|
|
(34.6
|
)
|
|
(8.1
|
)
|
|
(5.2
|
)
|
||
Operating income from continuing operations before goodwill impairment, amortization and restructuring charges
|
(8,479
|
)
|
|
5,997
|
|
|
(241.4
|
)
|
|
(4.8
|
)
|
|
3.0
|
|
||
Goodwill Impairment
|
(85,923
|
)
|
|
—
|
|
|
100.0
|
|
|
(49.1
|
)
|
|
—
|
|
||
Amortization of intangible assets
|
(593
|
)
|
|
—
|
|
|
100.0
|
|
|
(0.3
|
)
|
|
—
|
|
||
Restructuring charges
|
(345
|
)
|
|
(61
|
)
|
|
n/m
|
|
(0.2
|
)
|
|
—
|
|
|||
Total operating income (loss) from continuing operations
|
$
|
(95,340
|
)
|
|
$
|
5,936
|
|
|
n/m
|
|
(54.5
|
)%
|
|
2.9
|
%
|
•
|
International operating loss was
$1.0 million
for the three months ended March 31,
2016
compared to operating income of
$6.4 million
for the three months ended
March 31, 2015
. This decrease was due to reduced revenues from fewer resources available.
|
•
|
North America operating income decreased
$3.5 million
, or
34.5%
compared to the three months ended March 31,
2015
. The decrease was a result of a decline in revenue and profitability in the Oracle, ADM, Talent Services and SAP practices, partially offset by an increase in Infor and Transformation Services revenues and profitability.
|
•
|
Corporate expenses increased
$3.6 million
during the three months ended March 31, 2016 compared to the three months ended March 31,
2015
primarily due to an increase in consulting costs and legal fees related to outstanding litigation.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Income (loss) from continuing operations before income taxes:
|
|
|
|
||||
U.S.
|
$
|
(6,510
|
)
|
|
$
|
1,268
|
|
Foreign
|
(89,506
|
)
|
|
4,201
|
|
||
Total
|
$
|
(96,016
|
)
|
|
$
|
5,469
|
|
|
|
|
|
||||
Income tax expense:
|
|
|
|
||||
U.S.
|
$
|
612
|
|
|
$
|
674
|
|
Foreign
|
336
|
|
|
577
|
|
||
Total
|
$
|
948
|
|
|
$
|
1,251
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in) continuing operations:
|
|
|
|
||||
Operating activities
|
$
|
(3,384
|
)
|
|
$
|
(33,577
|
)
|
Investing activities
|
(5,298
|
)
|
|
(1,215
|
)
|
||
Financing activities
|
5,751
|
|
|
7,074
|
|
||
Net cash used in continuing operations
|
(2,931
|
)
|
|
(27,718
|
)
|
||
|
|
|
|
||||
Cash used in operating activities — discontinued operations
|
(128
|
)
|
|
(127
|
)
|
||
Net cash used in discontinued operations:
|
(128
|
)
|
|
(127
|
)
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
1,067
|
|
|
(1,298
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(1,992
|
)
|
|
$
|
(29,143
|
)
|
•
|
the business decisions of our clients regarding the use of our services;
|
•
|
the stage of completion of existing projects and/or their termination;
|
•
|
our ability to continue to evolve our business model, develop and release our new offerings or other new or enhanced products and services within the anticipated time frames or refine our existing offerings;
|
•
|
client satisfaction with our services;
|
•
|
our clients' financial ability to pay for our services;
|
•
|
our ability to properly manage and execute client projects, especially those under fixed-price arrangements;
|
•
|
our ability to properly price fixed-price contracts to provide for adequate profits;
|
•
|
our ability to maintain our profit margins and manage costs, including those for personnel and support services;
|
•
|
restructuring costs or charges related to changes in our business operations;
|
•
|
acquisition and integration costs related to possible acquisitions of other businesses;
|
•
|
costs related to the discontinued operations of our former Federal division, information technology outsourcing practice, and Russian operations, including possible additional future related costs we may incur;
|
•
|
costs or charges associated with potential asset sales or dispositions;
|
•
|
changes in, or the application of changes in, accounting principles or pronouncements under U.S. generally accepted accounting principles;
|
•
|
changes in significant accounting estimates;
|
•
|
changes in interest rates on our debts;
|
•
|
currency exchange rate fluctuations;
|
•
|
changes in estimates, accruals or payments of variable compensation to our employees; and
|
•
|
global, regional and local economic and political conditions and related risks.
|
•
|
our clients' perception of our ability to add value through our services;
|
•
|
changes in our pricing policies or those of our competitors;
|
•
|
the introduction of new products or services by us or by our competitors;
|
•
|
the use of globally-sourced, lower-cost service delivery capabilities by our competitors and our clients; and
|
•
|
economic conditions.
|
•
|
seasonality, including number of workdays, holidays and vacations;
|
•
|
our ability to transition consultants quickly from completed projects to new engagements;
|
•
|
our ability to forecast demand for our services and thereby maintain an appropriately balanced and sized workforce; and
|
•
|
our ability to manage employee turnover.
|
•
|
recruiting, training and retaining technical, finance, marketing and management personnel with the knowledge, skills and experience that our business model requires;
|
•
|
maintaining high levels of client satisfaction;
|
•
|
developing and improving our internal administrative infrastructure, particularly our financial, operational, communications and other internal systems;
|
•
|
preserving our culture, values and entrepreneurial environment; and
|
•
|
effectively managing our personnel and operations and effectively communicating to our personnel worldwide our core values, strategies, and goals.
|
•
|
the costs and difficulties related to managing geographically diverse operations;
|
•
|
differences in, and uncertainties arising from, unfamiliarity or changes in foreign business culture and practices;
|
•
|
our ability to obtain the necessary visas and work permits for foreign nationals;
|
•
|
restrictions on the movement of cash and the repatriation of earnings;
|
•
|
multiple and possibly overlapping or conflicting laws;
|
•
|
the costs of complying with a wide variety of local laws;
|
•
|
operating losses incurred in certain countries and the non-deductibility of those losses for tax purposes; and
|
•
|
differences in, and uncertainties arising from, changes in legal, labor, political and economic conditions.
|
•
|
authority of the board of directors, without further action by the shareholders, to fix the rights and preferences, and issue shares of preferred stock;
|
•
|
the classification of our board of directors, which prevents a change of control of our board of directors at a single meeting of shareholders;
|
•
|
shareholders must comply with advance notice requirements before raising a matter at a meeting of shareholders or nominating a director for election; and
|
•
|
provisions in the DGCL preventing shareholders from engaging in business combinations with us, subject to certain exceptions.
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Date
Filed
|
3.1
|
|
Restated Certificate of Incorporation of Ciber, Inc.
|
|
10-Q
|
|
001-13103
|
|
11/7/2005
|
3.2
|
|
Amended and Restated Bylaws of Ciber, Inc., as adopted January 25, 2016.
|
|
10-K
|
|
001-13103
|
|
2/18/2016
|
10.1
|
|
Amended and Restated Director Resignation Agreement by and between Stephen Kurtz and Ciber, Inc. dated March 15, 2016.
|
|
8-K
|
|
001-13103
|
|
4/4/2016
|
10.2
|
|
Employment Agreement between Eric Stine and Ciber, Inc. dated May 4, 2015.
|
|
|
|
Filed herewith
|
|
|
31.1
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Filed herewith
|
|
|
31.2
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Filed herewith
|
|
|
32.1
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Furnished
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
Filed herewith
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
Filed herewith
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
Filed herewith
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
Filed herewith
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
Filed herewith
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
Filed herewith
|
|
|
|
|
|
Ciber, Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
May 10, 2016
|
|
By
|
/s/ Michael Boustridge
|
|
|
|
Michael Boustridge
|
|
|
|
|
Chief Executive Officer, President, and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
By
|
/s/ Christian M. Mezger
|
|
|
|
Christian M. Mezger
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
1 Year CMTSU Liquidation (CE) Chart |
1 Month CMTSU Liquidation (CE) Chart |
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