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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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|
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6312 South Fiddler’s Green Circle, Suite 600E,
Greenwood Village, Colorado
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|
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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||
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||
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||
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Item 2
.
|
||
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Three Months Ended September 30,
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Nine Months Ended September 30,
|
||||||||||||
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2016
|
|
2015
|
|
2016
|
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2015
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Consulting services
|
$
|
137,364
|
|
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$
|
180,490
|
|
|
$
|
459,822
|
|
|
$
|
558,790
|
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Other revenue
|
6,982
|
|
|
12,111
|
|
|
25,487
|
|
|
33,760
|
|
||||
Total revenues
|
144,346
|
|
|
192,601
|
|
|
485,309
|
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592,550
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|
||||
OPERATING EXPENSES
|
|
|
|
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||||||||
Cost of consulting services
|
110,313
|
|
|
133,705
|
|
|
366,193
|
|
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418,121
|
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||||
Cost of other revenue
|
4,323
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|
|
7,273
|
|
|
14,640
|
|
|
19,386
|
|
||||
Selling, general and administrative
|
45,165
|
|
|
48,978
|
|
|
150,296
|
|
|
142,726
|
|
||||
Goodwill Impairment
|
—
|
|
|
—
|
|
|
115,483
|
|
|
—
|
|
||||
Amortization of intangible assets
|
323
|
|
|
55
|
|
|
2,349
|
|
|
162
|
|
||||
Litigation settlements
|
4,496
|
|
|
—
|
|
|
4,496
|
|
|
—
|
|
||||
Restructuring charges
|
417
|
|
|
1,002
|
|
|
1,156
|
|
|
1,738
|
|
||||
Total operating expenses
|
165,037
|
|
|
191,013
|
|
|
654,613
|
|
|
582,133
|
|
||||
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(20,691
|
)
|
|
1,588
|
|
|
(169,304
|
)
|
|
10,417
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gain on sale of assets/entity
|
5,595
|
|
|
—
|
|
|
12,525
|
|
|
—
|
|
||||
Interest expense
|
(545
|
)
|
|
(377
|
)
|
|
(1,792
|
)
|
|
(1,118
|
)
|
||||
Other expense, net
|
(528
|
)
|
|
(5
|
)
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(1,297
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)
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(383
|
)
|
||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(16,169
|
)
|
|
1,206
|
|
|
(159,868
|
)
|
|
8,916
|
|
||||
Income tax expense
|
2,629
|
|
|
1,338
|
|
|
7,616
|
|
|
3,679
|
|
||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(18,798
|
)
|
|
(132
|
)
|
|
(167,484
|
)
|
|
5,237
|
|
||||
Gain (loss) from discontinued operations, net of income tax
|
14
|
|
|
(200
|
)
|
|
362
|
|
|
(258
|
)
|
||||
CONSOLIDATED NET INCOME (LOSS)
|
(18,784
|
)
|
|
(332
|
)
|
|
(167,122
|
)
|
|
4,979
|
|
||||
Net income attributable to noncontrolling interests
|
49
|
|
|
24
|
|
|
84
|
|
|
16
|
|
||||
NET EARNINGS (LOSS) ATTRIBUTABLE TO CIBER, INC.
|
$
|
(18,833
|
)
|
|
$
|
(356
|
)
|
|
$
|
(167,206
|
)
|
|
$
|
4,963
|
|
|
|
|
|
|
|
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||||||||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.23
|
)
|
|
$
|
—
|
|
|
$
|
(2.07
|
)
|
|
$
|
0.07
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.
|
$
|
(0.23
|
)
|
|
$
|
—
|
|
|
$
|
(2.07
|
)
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
81,178
|
|
|
79,206
|
|
|
80,776
|
|
|
78,938
|
|
||||
Diluted
|
81,178
|
|
|
79,206
|
|
|
80,776
|
|
|
79,725
|
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Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Consolidated net income (loss)
|
$
|
(18,784
|
)
|
|
$
|
(332
|
)
|
|
$
|
(167,122
|
)
|
|
$
|
4,979
|
|
Foreign currency translation adjustments-gain (loss)
|
586
|
|
|
(3,193
|
)
|
|
4,544
|
|
|
(10,779
|
)
|
||||
Comprehensive loss
|
(18,198
|
)
|
|
(3,525
|
)
|
|
(162,578
|
)
|
|
(5,800
|
)
|
||||
Comprehensive income attributable to noncontrolling interests
|
49
|
|
|
24
|
|
|
84
|
|
|
16
|
|
||||
Comprehensive loss attributable to Ciber, Inc.
|
$
|
(18,247
|
)
|
|
$
|
(3,549
|
)
|
|
$
|
(162,662
|
)
|
|
$
|
(5,816
|
)
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,434
|
|
|
$
|
20,404
|
|
Restricted cash
|
2,850
|
|
|
—
|
|
||
Accounts receivable, net of allowances of $3,845 and $2,130, respectively
|
138,564
|
|
|
169,501
|
|
||
Other receivable-related party
|
452
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
23,979
|
|
|
26,340
|
|
||
Total current assets
|
172,279
|
|
|
216,245
|
|
||
|
|
|
|
||||
Property and equipment, net of accumulated depreciation of $33,609 and $37,849, respectively
|
19,533
|
|
|
22,447
|
|
||
Goodwill
|
133,681
|
|
|
256,736
|
|
||
Intangibles, net
|
3,751
|
|
|
1,544
|
|
||
Other assets
|
5,083
|
|
|
5,299
|
|
||
|
|
|
|
||||
TOTAL ASSETS
|
$
|
334,327
|
|
|
$
|
502,271
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
39,369
|
|
|
$
|
—
|
|
Accounts payable
|
22,740
|
|
|
34,980
|
|
||
Accrued compensation and related liabilities
|
24,607
|
|
|
31,152
|
|
||
Deferred revenue
|
8,340
|
|
|
14,238
|
|
||
Income taxes payable
|
437
|
|
|
575
|
|
||
Other accrued expenses and liabilities
|
28,586
|
|
|
29,384
|
|
||
Total current liabilities
|
124,079
|
|
|
110,329
|
|
||
|
|
|
|
||||
Long-term debt
|
—
|
|
|
32,680
|
|
||
Deferred income taxes, net
|
33,428
|
|
|
30,571
|
|
||
Other long-term liabilities
|
14,420
|
|
|
8,794
|
|
||
Total liabilities
|
171,927
|
|
|
182,374
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 10)
|
|
|
|
||||
|
|
|
|
||||
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, 81,347 and 80,057 shares issued, respectively
|
813
|
|
|
801
|
|
||
Treasury stock, at cost, 29 and 32 shares, respectively
|
(33
|
)
|
|
(113
|
)
|
||
Additional paid-in capital
|
375,084
|
|
|
369,228
|
|
||
Accumulated deficit
|
(185,976
|
)
|
|
(17,903
|
)
|
||
Accumulated other comprehensive loss
|
(28,158
|
)
|
|
(32,702
|
)
|
||
Total Ciber, Inc. shareholders' equity
|
161,730
|
|
|
319,311
|
|
||
Noncontrolling interests
|
670
|
|
|
586
|
|
||
Total equity
|
162,400
|
|
|
319,897
|
|
||
|
|
|
|
||||
TOTAL LIABILITIES AND EQUITY
|
$
|
334,327
|
|
|
$
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(167,206
|
)
|
|
—
|
|
|
(167,206
|
)
|
|
84
|
|
|
(167,122
|
)
|
||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,544
|
|
|
4,544
|
|
|
—
|
|
|
4,544
|
|
||||||||
Shares issued under employee share plans, net
|
1,290
|
|
|
12
|
|
|
3
|
|
|
80
|
|
|
503
|
|
|
(867
|
)
|
|
—
|
|
|
(272
|
)
|
|
—
|
|
|
(272
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,353
|
|
|
—
|
|
|
—
|
|
|
5,353
|
|
|
—
|
|
|
5,353
|
|
||||||||
BALANCES AT SEPTEMBER 30, 2016
|
81,347
|
|
|
$
|
813
|
|
|
(29
|
)
|
|
$
|
(33
|
)
|
|
$
|
375,084
|
|
|
$
|
(185,976
|
)
|
|
$
|
(28,158
|
)
|
|
$
|
161,730
|
|
|
$
|
670
|
|
|
$
|
162,400
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Consolidated net income (loss)
|
$
|
(167,122
|
)
|
|
$
|
4,979
|
|
Adjustments to reconcile consolidated net income (loss) to net cash used in operating activities:
|
|
|
|
||||
(Gain) loss from discontinued operations
|
(362
|
)
|
|
258
|
|
||
Goodwill impairment
|
115,483
|
|
|
—
|
|
||
Gain on sale of assets/entity
|
(12,525
|
)
|
|
—
|
|
||
Depreciation
|
4,388
|
|
|
4,115
|
|
||
Amortization of intangible assets
|
2,349
|
|
|
162
|
|
||
Deferred income tax expense
|
3,170
|
|
|
2,858
|
|
||
Provision for doubtful receivables
|
2,079
|
|
|
343
|
|
||
Share-based compensation expense
|
5,353
|
|
|
5,850
|
|
||
Amortization of debt costs
|
570
|
|
|
570
|
|
||
Other, net
|
163
|
|
|
912
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
19,270
|
|
|
(4,770
|
)
|
||
Other current and long-term assets
|
(1,251
|
)
|
|
(3,834
|
)
|
||
Accounts payable
|
(10,602
|
)
|
|
(5,935
|
)
|
||
Accrued compensation and related liabilities
|
(9,193
|
)
|
|
(24,128
|
)
|
||
Other current and long-term liabilities
|
(3,240
|
)
|
|
(16,006
|
)
|
||
Income taxes payable/refundable
|
(1,284
|
)
|
|
2,735
|
|
||
Cash used in operating activities — continuing operations
|
(52,754
|
)
|
|
(31,891
|
)
|
||
Cash used in operating activities — discontinued operations
|
(161
|
)
|
|
(512
|
)
|
||
Cash used in operating activities
|
(52,915
|
)
|
|
(32,403
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Proceeds from sale of assets/entity
|
33,614
|
|
|
—
|
|
||
Proceeds from sale of assets/entity-restricted cash
|
5,700
|
|
|
—
|
|
||
Purchases of property and equipment, net
|
(9,053
|
)
|
|
(6,288
|
)
|
||
Cash provided by (used in) investing activities — continuing operations
|
30,261
|
|
|
(6,288
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings on debt
|
216,380
|
|
|
263,138
|
|
||
Payments on debt
|
(209,917
|
)
|
|
(244,476
|
)
|
||
Employee stock purchases and options exercised
|
515
|
|
|
1,172
|
|
||
Purchase of shares for employee tax withholdings
|
(786
|
)
|
|
(1,194
|
)
|
||
Purchase of noncontrolling interest
|
—
|
|
|
(4,991
|
)
|
||
Purchase of treasury stock
|
—
|
|
|
(1,665
|
)
|
||
Cash provided by financing activities — continuing operations
|
6,192
|
|
|
11,984
|
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
2,492
|
|
|
(998
|
)
|
||
Net decrease in cash and cash equivalents
|
(13,970
|
)
|
|
(27,705
|
)
|
||
Cash and cash equivalents, beginning of period
|
20,404
|
|
|
45,858
|
|
||
Cash and cash equivalents, end of period
|
$
|
6,434
|
|
|
$
|
18,153
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
$
|
(18,798
|
)
|
|
$
|
(132
|
)
|
|
$
|
(167,484
|
)
|
|
$
|
5,237
|
|
Net income attributable to noncontrolling interests
|
49
|
|
|
24
|
|
|
84
|
|
|
16
|
|
||||
Net income (loss) attributable to Ciber, Inc. from continuing operations
|
(18,847
|
)
|
|
(156
|
)
|
|
(167,568
|
)
|
|
5,221
|
|
||||
Gain (loss) from discontinued operations, net of income tax
|
14
|
|
|
(200
|
)
|
|
362
|
|
|
(258
|
)
|
||||
Net income (loss) attributable to Ciber, Inc.
|
$
|
(18,833
|
)
|
|
$
|
(356
|
)
|
|
$
|
(167,206
|
)
|
|
$
|
4,963
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
81,178
|
|
|
79,206
|
|
|
80,776
|
|
|
78,938
|
|
||||
Dilutive effect of employee stock plans
|
—
|
|
|
—
|
|
|
—
|
|
|
787
|
|
||||
Diluted weighted average shares outstanding
|
81,178
|
|
|
79,206
|
|
|
80,776
|
|
|
79,725
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.23
|
)
|
|
$
|
—
|
|
|
$
|
(2.07
|
)
|
|
$
|
0.07
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.
|
$
|
(0.23
|
)
|
|
$
|
—
|
|
|
$
|
(2.07
|
)
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive securities omitted from the calculation
|
4,124
|
|
|
4,141
|
|
|
4,349
|
|
|
3,137
|
|
|
International
|
|
North America
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1, 2016
|
$
|
123,055
|
|
|
$
|
133,681
|
|
|
$
|
256,736
|
|
Goodwill Impairment
|
(115,483
|
)
|
|
—
|
|
|
(115,483
|
)
|
|||
Sale of assets
|
(8,620
|
)
|
|
—
|
|
|
(8,620
|
)
|
|||
Effect of foreign exchange rate changes
|
1,048
|
|
|
—
|
|
|
1,048
|
|
|||
Balance at September 30, 2016
|
$
|
—
|
|
|
$
|
133,681
|
|
|
$
|
133,681
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Cross-currency option
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
(57
|
)
|
Foreign currency forward contracts
|
511
|
|
|
(340
|
)
|
|
952
|
|
|
1,304
|
|
||||
Total realized and unrealized gain (loss) on derivatives
|
$
|
511
|
|
|
$
|
(313
|
)
|
|
$
|
952
|
|
|
$
|
1,247
|
|
Currency Purchased Forward
|
|
Currency Sold Forward
|
|
Maturity Date
|
||||
|
|
|
||||||
AUD
|
3,900,000
|
|
|
EUR
|
2,658,849
|
|
|
10/31/2016
|
EUR
|
5,340,454
|
|
|
USD
|
6,000,000
|
|
|
10/31/2016
|
EUR
|
10,250,000
|
|
|
GBP
|
8,887,160
|
|
|
10/31/2016
|
INR
|
261,387,750
|
|
|
USD
|
3,900,000
|
|
|
10/31/2016
|
INR
|
323,893,630
|
|
|
EUR
|
4,300,000
|
|
|
10/31/2016
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Income (loss) from continuing operations before income taxes:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
(4,749
|
)
|
|
$
|
(1,200
|
)
|
|
$
|
(23,818
|
)
|
|
$
|
1,982
|
|
Foreign
|
(11,420
|
)
|
|
2,406
|
|
|
(136,050
|
)
|
|
6,934
|
|
||||
Total
|
$
|
(16,169
|
)
|
|
$
|
1,206
|
|
|
$
|
(159,868
|
)
|
|
$
|
8,916
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
732
|
|
|
$
|
696
|
|
|
$
|
1,885
|
|
|
$
|
2,037
|
|
Foreign
|
1,897
|
|
|
642
|
|
|
5,731
|
|
|
1,642
|
|
||||
Total
|
$
|
2,629
|
|
|
$
|
1,338
|
|
|
$
|
7,616
|
|
|
$
|
3,679
|
|
|
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
|
|
Cash paid
|
(1,746
|
)
|
|
—
|
|
|
(1,746
|
)
|
|||
Foreign exchange rate changes
|
40
|
|
|
—
|
|
|
40
|
|
|||
Restructuring liability, as of September 30, 2016
|
$
|
85
|
|
|
$
|
990
|
|
|
$
|
1,075
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
International
|
$
|
46,722
|
|
|
$
|
82,837
|
|
|
$
|
193,719
|
|
|
$
|
268,819
|
|
North America
|
97,569
|
|
|
110,031
|
|
|
292,249
|
|
|
324,423
|
|
||||
Other
|
812
|
|
|
838
|
|
|
2,365
|
|
|
2,459
|
|
||||
Inter-segment
|
(757
|
)
|
|
(1,105
|
)
|
|
(3,024
|
)
|
|
(3,151
|
)
|
||||
Total revenues
|
$
|
144,346
|
|
|
$
|
192,601
|
|
|
$
|
485,309
|
|
|
$
|
592,550
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) from continuing operations:
|
|
|
|
|
|
|
|
||||||||
International
|
$
|
(8,249
|
)
|
|
$
|
4,556
|
|
|
$
|
(18,358
|
)
|
|
$
|
16,194
|
|
North America
|
5,186
|
|
|
10,266
|
|
|
12,625
|
|
|
30,649
|
|
||||
Other
|
29
|
|
|
48
|
|
|
203
|
|
|
173
|
|
||||
Corporate expenses
|
(12,421
|
)
|
|
(12,225
|
)
|
|
(40,290
|
)
|
|
(34,699
|
)
|
||||
Operating income (loss) from continuing operations before goodwill impairment, amortization, litigation settlements and restructuring charges
|
(15,455
|
)
|
|
2,645
|
|
|
(45,820
|
)
|
|
12,317
|
|
||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
(115,483
|
)
|
|
—
|
|
||||
Amortization of intangible assets
|
(323
|
)
|
|
(55
|
)
|
|
(2,349
|
)
|
|
(162
|
)
|
||||
Litigation settlements
|
(4,496
|
)
|
|
—
|
|
|
(4,496
|
)
|
|
—
|
|
||||
Restructuring charges
|
(417
|
)
|
|
(1,002
|
)
|
|
(1,156
|
)
|
|
(1,738
|
)
|
||||
Total operating income (loss) from continuing operations
|
$
|
(20,691
|
)
|
|
$
|
1,588
|
|
|
$
|
(169,304
|
)
|
|
$
|
10,417
|
|
|
Three Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
(In thousands)
|
||||||||||||
Consulting services
|
$
|
137,364
|
|
|
95.2
|
%
|
|
$
|
180,490
|
|
|
93.7
|
%
|
Other revenue
|
6,982
|
|
|
4.8
|
|
|
12,111
|
|
|
6.3
|
|
||
Total revenues
|
$
|
144,346
|
|
|
100.0
|
%
|
|
$
|
192,601
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||||
Gross profit - consulting services
|
$
|
27,051
|
|
|
19.7
|
%
|
|
$
|
46,785
|
|
|
25.9
|
%
|
Gross profit - other revenue
|
2,659
|
|
|
38.1
|
|
|
4,838
|
|
|
39.9
|
|
||
Gross profit - total
|
29,710
|
|
|
20.6
|
|
|
51,623
|
|
|
26.8
|
|
||
|
|
|
|
|
|
|
|
||||||
SG&A costs
|
45,165
|
|
|
31.3
|
|
|
48,978
|
|
|
25.4
|
|
||
Amortization of intangible assets
|
323
|
|
|
0.2
|
|
|
55
|
|
|
—
|
|
||
Litigation settlements
|
4,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Restructuring charges
|
417
|
|
|
0.3
|
|
|
1,002
|
|
|
0.5
|
|
||
Operating income (loss) from continuing operations
|
(20,691
|
)
|
|
(14.3
|
)
|
|
1,588
|
|
|
0.8
|
|
||
|
|
|
|
|
|
|
|
||||||
Gain on sale of assets
|
5,595
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
||
Interest expense
|
(545
|
)
|
|
(0.4
|
)
|
|
(377
|
)
|
|
(0.2
|
)
|
||
Other expense, net
|
(528
|
)
|
|
(0.4
|
)
|
|
(5
|
)
|
|
—
|
|
||
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before income taxes
|
(16,169
|
)
|
|
(11.2
|
)
|
|
1,206
|
|
|
0.6
|
|
||
Income tax expense
|
2,629
|
|
|
1.8
|
|
|
1,338
|
|
|
0.7
|
|
||
|
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
(18,798
|
)
|
|
(13.0
|
)%
|
|
$
|
(132
|
)
|
|
(0.1
|
)%
|
•
|
International revenues decreased
$36.1 million
, or
43.6%
overall, and decreased
41.6%
in local currency compared with the three months ended
September 30, 2015
. Revenues declined primarily related to the Netherlands Sale and the Norway Sale, as well as decreased revenue in the United Kingdom ("U.K.") primarily due to less available resources and lower license sales, as well as a decreased revenue in Germany due to less available resources and lower utilization.
|
•
|
North America revenues decreased
$12.5 million
, or
11.3%
, compared to the three months ended
September 30, 2015
. This decrease is primarily due to declines in the Oracle practice due to implementation delays, as well as projects ending or ramping down. We also had declines in our SAP and ADM practices due to projects ending or ramping down. Additionally, the talent services practice declined due to increased pricing pressure from some of our key
|
|
Three Months Ended September 30,
|
|
%
change
|
|
2016
% of
revenue*
|
|
2015
% of
revenue*
|
|||||||||
|
2016
|
|
2015
|
|
|
|
||||||||||
|
(In thousands)
|
|
|
|
|
|
|
|||||||||
International
|
$
|
(8,249
|
)
|
|
$
|
4,556
|
|
|
n/m
|
|
|
(17.7
|
)%
|
|
5.5
|
%
|
North America
|
5,186
|
|
|
10,266
|
|
|
(49.5
|
)
|
|
5.3
|
|
|
9.3
|
|
||
Other
|
29
|
|
|
48
|
|
|
(39.6
|
)
|
|
3.6
|
|
|
5.7
|
|
||
Corporate expenses
|
(12,421
|
)
|
|
(12,225
|
)
|
|
(1.6
|
)
|
|
(8.6
|
)
|
|
(6.3
|
)
|
||
Operating income (loss) from continuing operations before amortization and restructuring charges
|
(15,455
|
)
|
|
2,645
|
|
|
n/m
|
|
|
(10.7
|
)
|
|
1.4
|
|
||
Amortization of intangible assets
|
(323
|
)
|
|
(55
|
)
|
|
100.0
|
|
|
(0.2
|
)
|
|
—
|
|
||
Litigation settlements
|
(4,496
|
)
|
|
—
|
|
|
100.0
|
|
|
(3.0
|
)
|
|
—
|
|
||
Restructuring charges
|
(417
|
)
|
|
(1,002
|
)
|
|
n/m
|
|
|
(0.3
|
)
|
|
(0.5
|
)
|
||
Total operating income (loss) from continuing operations
|
$
|
(20,691
|
)
|
|
$
|
1,588
|
|
|
n/m
|
|
|
(14.3
|
)%
|
|
0.8
|
%
|
•
|
International operating loss was
$8.2 million
for the three months ended September 30,
2016
compared to operating income of
$4.6 million
for the three months ended
September 30, 2015
. This decrease was primarily due to the Netherlands Sale and the Norway Sale, as well as increased personnel and overhead costs as a percentage of revenue.
|
•
|
North America operating income decreased
$5.1 million
, or
49.5%
compared to the three months ended September 30,
2015
. The decrease was a result of a decline in revenue and profitability primarily in the Oracle, Talent Services and ADM practices.
|
•
|
Corporate expenses increased
$0.2 million
during the three months ended September 30, 2016 compared to the three months ended September 30,
2015
primarily due to an increase in legal and consulting costs.
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Income (loss) from continuing operations before income taxes:
|
|
|
|
||||
U.S.
|
$
|
(4,749
|
)
|
|
$
|
(1,200
|
)
|
Foreign
|
(11,420
|
)
|
|
2,406
|
|
||
Total
|
$
|
(16,169
|
)
|
|
$
|
1,206
|
|
|
|
|
|
||||
Income tax expense:
|
|
|
|
||||
U.S.
|
$
|
732
|
|
|
$
|
696
|
|
Foreign
|
1,897
|
|
|
642
|
|
||
Total
|
$
|
2,629
|
|
|
$
|
1,338
|
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
(In thousands)
|
||||||||||||
Consulting services
|
$
|
459,822
|
|
|
94.7
|
%
|
|
$
|
558,790
|
|
|
94.3
|
%
|
Other revenue
|
25,487
|
|
|
5.3
|
|
|
33,760
|
|
|
5.7
|
|
||
Total revenues
|
$
|
485,309
|
|
|
100.0
|
%
|
|
$
|
592,550
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||||
Gross profit - consulting services
|
$
|
93,629
|
|
|
20.4
|
%
|
|
$
|
140,669
|
|
|
25.2
|
%
|
Gross profit - other revenue
|
10,847
|
|
|
42.6
|
|
|
14,374
|
|
|
42.6
|
|
||
Gross profit - total
|
104,476
|
|
|
21.5
|
|
|
155,043
|
|
|
26.2
|
|
||
|
|
|
|
|
|
|
|
||||||
SG&A costs
|
150,296
|
|
|
31.0
|
|
|
142,726
|
|
|
24.1
|
|
||
Goodwill impairment
|
115,483
|
|
|
23.8
|
|
|
—
|
|
|
—
|
|
||
Amortization of intangible assets
|
2,349
|
|
|
0.5
|
|
|
162
|
|
|
—
|
|
||
Litigation settlements
|
4,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Restructuring charges
|
1,156
|
|
|
0.2
|
|
|
1,738
|
|
|
0.3
|
|
||
Operating income (loss) from continuing operations
|
(169,304
|
)
|
|
(34.9
|
)
|
|
10,417
|
|
|
1.8
|
|
||
|
|
|
|
|
|
|
|
||||||
Gain on sale of assets
|
12,525
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
||
Interest expense
|
(1,792
|
)
|
|
(0.4
|
)
|
|
(1,118
|
)
|
|
(0.2
|
)
|
||
Other expense, net
|
(1,297
|
)
|
|
(0.3
|
)
|
|
(383
|
)
|
|
(0.1
|
)
|
||
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before income taxes
|
(159,868
|
)
|
|
(32.9
|
)
|
|
8,916
|
|
|
1.5
|
|
||
Income tax expense
|
7,616
|
|
|
1.6
|
|
|
3,679
|
|
|
0.6
|
|
||
|
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
(167,484
|
)
|
|
(34.5
|
)%
|
|
$
|
5,237
|
|
|
0.9
|
%
|
•
|
International revenues decreased
$75.1 million
, or
27.9%
, and decreased
25.5%
in local currency during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. Revenues declined due to
|
•
|
North America revenues decreased
$32.2 million
, or
9.9%
compared to the first
nine
months of
2015
. This decrease is primarily a result of implementation delays and project cost overruns, as well as completion and ramp down of projects, in our Oracle practice. Additionally we had declines in the SAP and ADM practices due to projects ending or ramping down. These decreases were partially offset by an increase in revenue in our transformation services practices during the nine months ended September 30, 2015, due to a new project started in the fourth quarter of 2015.
|
|
Nine Months Ended September 30,
|
|
%
change
|
|
2016
% of
revenue*
|
|
2015
% of
revenue*
|
|||||||||
|
2016
|
|
2015
|
|
|
|
||||||||||
|
(In thousands)
|
|
|
|
|
|
|
|||||||||
International
|
$
|
(18,358
|
)
|
|
$
|
16,194
|
|
|
n/m
|
|
|
(9.5
|
)%
|
|
6.0
|
%
|
North America
|
12,625
|
|
|
30,649
|
|
|
(58.8
|
)
|
|
4.3
|
|
|
8.9
|
|
||
Other
|
203
|
|
|
173
|
|
|
17.3
|
|
|
8.6
|
|
|
11.0
|
|
||
Corporate expenses
|
(40,290
|
)
|
|
(34,699
|
)
|
|
(16.1
|
)
|
|
(8.3
|
)
|
|
(4.8
|
)
|
||
Operating income (loss) from continuing operations before amortization and restructuring charges
|
(45,820
|
)
|
|
12,317
|
|
|
n/m
|
|
|
(9.4
|
)
|
|
1.4
|
|
||
Goodwill Impairment
|
(115,483
|
)
|
|
—
|
|
|
100.0
|
|
|
(23.8
|
)
|
|
|
|||
Amortization of intangible assets
|
(2,349
|
)
|
|
(162
|
)
|
|
n/m
|
|
|
(0.5
|
)
|
|
—
|
|
||
Litigation settlements
|
(4,496
|
)
|
|
—
|
|
|
100.0
|
|
|
(0.9
|
)
|
|
—
|
|
||
Restructuring charges
|
(1,156
|
)
|
|
(1,738
|
)
|
|
33.5
|
|
|
(0.2
|
)
|
|
(3.5
|
)
|
||
Total operating income (loss) from continuing operations
|
$
|
(169,304
|
)
|
|
$
|
10,417
|
|
|
n/m
|
|
|
(34.9
|
)%
|
|
(2.1
|
)%
|
•
|
International recorded an operating loss of
$18.4 million
for the nine months ended September 30, 2016, compared to operating income of
$16.2 million
for the comparable period in 2015. This decrease was due to the Netherlands Sale and the Norway Sale, as well as reduced revenues from fewer resources available.
|
•
|
North America operating income decreased
$18.0 million
, or
58.8%
, compared to the first
nine
months of
2015
. The decrease was a result of a decline in revenue and profitability primarily in the Oracle practice.
|
•
|
Corporate expenses increased
$5.6 million
during the current
nine
month period which was primarily related to an increase in consulting costs year over year.
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Income (loss) from continuing operations before income taxes:
|
|
|
|
||||
U.S.
|
$
|
(23,818
|
)
|
|
$
|
1,982
|
|
Foreign
|
(136,050
|
)
|
|
6,934
|
|
||
Total
|
$
|
(159,868
|
)
|
|
$
|
8,916
|
|
|
|
|
|
||||
Income tax expense:
|
|
|
|
||||
U.S.
|
$
|
1,885
|
|
|
$
|
2,037
|
|
Foreign
|
5,731
|
|
|
1,642
|
|
||
Total
|
$
|
7,616
|
|
|
$
|
3,679
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in) continuing operations:
|
|
|
|
||||
Operating activities
|
$
|
(52,754
|
)
|
|
$
|
(31,891
|
)
|
Investing activities
|
30,261
|
|
|
(6,288
|
)
|
||
Financing activities
|
6,192
|
|
|
11,984
|
|
||
Net cash used in continuing operations
|
(16,301
|
)
|
|
(26,195
|
)
|
||
|
|
|
|
||||
Cash used in operating activities — discontinued operations
|
(161
|
)
|
|
(512
|
)
|
||
Net cash used in discontinued operations:
|
(161
|
)
|
|
(512
|
)
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
2,492
|
|
|
(998
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(13,970
|
)
|
|
$
|
(27,705
|
)
|
•
|
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
|
|
Purchase Agreement between Ciber International B.V and Experis AS, dated August 23, 2016.
|
|
|
|
Filed herewith
|
|
|
10.2
|
|
Consent to Credit Agreement by and among Wells Fargo Bank, N.A. as Lender and Administrative Agent for the Lenders thereunder, Ciber Inc., as Borrower Representative, and Ciber AG, dated August 24, 2016.
|
|
|
|
Filed herewith
|
|
|
10.3
|
|
Consent to Credit Agreement by and among Wells Fargo Bank, N.A. as Lender and Administrative Agent for the Lenders thereunder, Ciber Inc., as Borrower Representative, and Ciber AG, dated September 19, 2016
|
|
|
|
Filed herewith
|
|
|
10.4
|
|
Receivables Purchase Agreement between Faunus Group, International, Inc. and Ciber UK Ltd., dated October 27, 2016.
|
|
|
|
Filed herewith
|
|
|
10.5
|
|
Receivables Purchase Agreement between Faunus Group, International, Inc., Ciber AG and Ciber Managed Services GmbH, dated October 27, 2016.
|
|
|
|
Filed herewith
|
|
|
10.6
|
|
Waiver and Amendment No. 7 to Wells Fargo Credit Agreement, dated October 27, 2016.
|
|
|
|
Filed herewith
|
|
|
10.7
|
|
Amendment No. 8 to Wells Fargo Credit Agreement, dated November 3, 2016.
|
|
|
|
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:
|
November 9, 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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