Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 25, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'CIBER INC | ' |
Entity Central Index Key | '0000918581 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 78,033,340 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
REVENUES | ' | ' | ' | ' |
Consulting services | $202,639 | $208,782 | $407,620 | $417,826 |
Other revenue | 12,007 | 11,613 | 25,037 | 22,110 |
Total revenues | 214,646 | 220,395 | 432,657 | 439,936 |
OPERATING EXPENSES | ' | ' | ' | ' |
Cost of consulting services | 153,260 | 158,440 | 307,111 | 316,014 |
Cost of other revenue | 6,830 | 5,917 | 14,419 | 12,658 |
Selling, general and administrative | 55,393 | 50,399 | 105,033 | 100,490 |
Amortization of intangible assets | 67 | 0 | 67 | 0 |
Restructuring charges | 1,508 | 604 | 1,406 | 953 |
Total operating expenses | 217,058 | 215,360 | 428,036 | 430,115 |
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS | -2,412 | 5,035 | 4,621 | 9,821 |
Interest expense | -536 | -463 | -898 | -1,520 |
Other income (expense), net | -20 | 288 | -90 | 667 |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | -2,968 | 4,860 | 3,633 | 8,968 |
Income tax expense | 2,201 | 1,925 | 4,736 | 4,584 |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | -5,169 | 2,935 | -1,103 | 4,384 |
Loss from discontinued operations, net of income tax | -288 | -4,555 | -430 | -4,537 |
CONSOLIDATED NET LOSS | -5,457 | -1,620 | -1,533 | -153 |
Net income attributable to noncontrolling interests | 10 | 146 | 15 | 0 |
NET LOSS ATTRIBUTABLE TO CIBER, INC. | ($5,467) | ($1,766) | ($1,548) | ($153) |
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.: | ' | ' | ' | ' |
Continuing operations (in dollars per share) | ($0.07) | $0.04 | ($0.01) | $0.06 |
Discontinued operations (in dollars per share) | $0 | ($0.06) | ($0.01) | ($0.06) |
Basic and diluted earnings (loss) per share attributable to Ciber, Inc. (in dollars per share) | ($0.07) | ($0.02) | ($0.02) | $0 |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 77,301 | 74,690 | 76,877 | 74,381 |
Diluted (in shares) | 77,301 | 75,412 | 76,877 | 75,011 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Consolidated net loss | ($5,457) | ($1,620) | ($1,533) | ($153) |
Foreign currency translation adjustments | -230 | 53 | 678 | -7,938 |
Comprehensive loss | -5,687 | -1,567 | -855 | -8,091 |
Comprehensive income attributable to noncontrolling interests | 10 | 146 | 15 | 0 |
Comprehensive loss attributable to Ciber, Inc. | ($5,697) | ($1,713) | ($870) | ($8,091) |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $20,364 | $44,483 |
Accounts receivable, net of allowances of $2,460 and $2,335, respectively | 197,508 | 189,382 |
Prepaid expenses and other current assets | 22,312 | 22,794 |
Total current assets | 240,184 | 256,659 |
Property and equipment, net of accumulated depreciation of $47,216 and $48,500, respectively | 15,210 | 12,923 |
Goodwill | 283,333 | 281,714 |
Other assets | 10,667 | 6,522 |
TOTAL ASSETS | 549,394 | 557,818 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 0 | 53 |
Accounts payable | 27,003 | 34,223 |
Accrued compensation and related liabilities | 53,075 | 69,622 |
Deferred revenue | 17,931 | 20,989 |
Income taxes payable | 877 | 1,654 |
Other accrued expenses and liabilities | 42,632 | 44,190 |
Total current liabilities | 141,518 | 170,731 |
Long-term debt | 7,400 | 0 |
Deferred income taxes | 26,591 | 23,910 |
Other long-term liabilities | 12,564 | 10,119 |
Total liabilities | 188,073 | 204,760 |
Commitments and contingencies | ' | ' |
Ciber, Inc. shareholders' equity: | ' | ' |
Preferred stock, $0.01 par value, 1,000 shares authorized, no shares issued | 0 | 0 |
Common stock, $0.01 par value, 100,000 shares authorized, 78,164 and 75,822 shares issued, respectively | 782 | 758 |
Treasury stock, at cost, 263 and 37 shares, respectively | -1,265 | -150 |
Additional paid-in capital | 355,714 | 343,944 |
Retained earnings | 1,778 | 4,887 |
Accumulated other comprehensive income | 3,774 | 3,096 |
Total Ciber, Inc. shareholders' equity | 360,783 | 352,535 |
Noncontrolling interests | 538 | 523 |
Total equity | 361,321 | 353,058 |
TOTAL LIABILITIES AND EQUITY | $549,394 | $557,818 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowances | $2,460 | $2,335 |
Property and equipment, accumulated depreciation | $47,216 | $48,500 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 78,164,000 | 75,822,000 |
Treasury stock, shares | 263,000 | 37,000 |
Consolidated_Statement_of_Shar
Consolidated Statement of Shareholders' Equity (USD $) | Total | Total Ciber, Inc. Shareholders' Equity | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interests |
In Thousands, unless otherwise specified | ||||||||
BALANCES at Dec. 31, 2013 | $353,058 | $352,535 | $758 | ($150) | $343,944 | $4,887 | $3,096 | $523 |
BALANCES (in shares) at Dec. 31, 2013 | ' | ' | 75,822 | -37 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated net loss | -1,533 | -1,548 | ' | ' | ' | -1,548 | ' | 15 |
Foreign currency translation | 678 | 678 | ' | ' | ' | ' | 678 | ' |
Shares issued under employee share plans, net (in shares) | ' | ' | 2,342 | -226 | ' | ' | ' | ' |
Shares issued under employee share plans, net | 1,698 | 1,698 | 24 | -1,115 | 4,350 | -1,561 | ' | ' |
Share-based compensation | 7,420 | 7,420 | ' | ' | 7,420 | ' | ' | ' |
BALANCES at Jun. 30, 2014 | $361,321 | $360,783 | $782 | ($1,265) | $355,714 | $1,778 | $3,774 | $538 |
BALANCES (in shares) at Jun. 30, 2014 | ' | ' | 78,164 | -263 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Consolidated net loss | ($1,533) | ($153) |
Adjustments to reconcile consolidated net loss to net cash used in operating activities: | ' | ' |
Loss from discontinued operations | 430 | 4,537 |
Depreciation | 2,611 | 3,080 |
Amortization of intangible assets | 67 | 0 |
Deferred income tax expense | 2,413 | 2,516 |
Provision for (recovery on) doubtful receivables | -65 | 712 |
Share-based compensation expense | 7,420 | 3,669 |
Amortization of debt costs | 285 | 513 |
Other, net | 195 | 208 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -8,413 | -16,157 |
Other current and long-term assets | 2,040 | -470 |
Accounts payable | -7,129 | 793 |
Accrued compensation and related liabilities | -17,195 | -13,759 |
Other current and long-term liabilities | -5,985 | -1,914 |
Income taxes payable/refundable | -2,391 | -738 |
Cash used in operating activities b continuing operations | -27,250 | -17,163 |
Cash used in operating activities b discontinued operations | -779 | -3,367 |
Cash used in operating activities | -28,029 | -20,530 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Acquisition | -845 | 0 |
Purchases of property and equipment, net | -5,009 | -1,286 |
Cash used in investing activities b continuing operations | -5,854 | -1,286 |
Cash used in investing activities b discontinued operations | 0 | -313 |
Cash used in investing activities | -5,854 | -1,599 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Borrowings on long-term debt | 157,869 | 146,987 |
Payments on long-term debt | -150,414 | -144,274 |
Employee stock purchases and options exercised | 4,373 | 1,625 |
Purchase of shares for employee tax withholdings | -2,675 | -429 |
Payment of initial fair value of acquisition-related contingent consideration | 0 | -3,428 |
Cash provided by financing activities b continuing operations | 9,153 | 481 |
Effect of foreign exchange rate changes on cash and cash equivalents | 611 | -3,580 |
Net decrease in cash and cash equivalents | -24,119 | -25,228 |
Cash and cash equivalents, beginning of period | 44,483 | 58,849 |
Cash and cash equivalents, end of period | $20,364 | $33,621 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited interim consolidated financial statements of Ciber, Inc. and its subsidiaries (together, “Ciber,” “the Company,” “we,” “our” or “us”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. These consolidated financial statements should therefore be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2013, included in our Annual Report on Form 10-K filed with the SEC. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP and include all adjustments of a normal, recurring nature that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for an interim period are not necessarily indicative of the results of operations for a full fiscal year. | |
Recent Accounting Pronouncements — In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). This update raises the threshold for disposals to qualify as discontinued operations, and allows companies to have significant continuing involvement and continuing cash flows with the discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014, and interim periods within that year. The guidance is applied prospectively, and early adoption is permitted but only for disposals that have not been reported in financial statements previously issued or available for issue. This ASU may impact our assessment of future disposals, if any, once adopted. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The core principle of the standard is when an entity transfers goods or services to customers, it will recognize revenue in an amount that reflects the consideration the entity expects to be entitled to for those goods or services. The update outlines a five-step model and related application guidance, which replaces most existing revenue recognition guidance. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, and for interim periods within that year, and allows for both retrospective and prospective methods of adoption. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements. | |
Fair Value — The carrying value of the outstanding borrowings under the ABL Facility, as defined in Note 5, approximates its fair value as (1) it is based on a variable rate that changes based on market conditions and (2) the margin applied to the variable rate is based on Ciber's credit risk, which has not changed since entering into the facility in May 2012. If Ciber's credit risk were to change, we would estimate the fair value of our borrowings using a discounted cash flow analysis based on current rates expected to be available from the lender for similar types of debt. The inputs used to establish the fair value of the Credit Agreement are considered to be Level 2 inputs, which include inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Restructuring liabilities for office closures are initially recorded at estimated fair value utilizing level 3 assumptions, including an estimate of sublease income which is subject to adjustment in future periods if assumptions change. Within our goodwill impairment analysis, as discussed in Note 4, the discounted cash flow method (income approach) and market approach incorporates various level 3 inputs including projected revenue growth rates, earnings margins, and the present value, based on the discount rate and terminal growth rate, of forecasted cash flows. | |
Acquisition - In April 2014, we acquired certain contracts, software assets, and liabilities from an entity in Denmark. In accordance with authoritative accounting guidance for business combinations, the respective purchase price for this acquisition is allocated to the assets and liabilities acquired based on their estimated fair values. The excess purchase price over the respective fair values of assets is recorded as goodwill in our International segment. All goodwill associated with this acquisition is expected to be deductible for tax purposes. We paid approximately $0.8 million in cash at closing, and have agreed to additional future royalty payments limited to approximately $1.1 million. This contingent consideration is based on future software sales through the third quarter of 2017, and the fair value was recorded using a probability weighted approach based on management's estimates using Level 3 inputs. The purchase price was allocated as follows: $1.4 million of intangible and other assets fair valued based on development costs, $1.3 million of goodwill, and $0.8 million of current liabilities. |
Discontinued_Operations
Discontinued Operations | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Discontinued Operations | ' | |||||||||||||||
Discontinued Operations | ||||||||||||||||
During the second quarter of 2013, we closed down our Russian operations and met the criteria for this business to be reported as a discontinued operation. Accordingly, the operations and cash flows were removed from our consolidated operating results. In 2012, we sold substantially all of the assets and certain liabilities of our Federal division as well as certain contracts and related property and equipment and certain other assets associated with our information technology outsourcing ("ITO") practice, which have both been previously reported as discontinued operations. In connection with the sale of the Federal division and ITO practice, we retained certain assets and liabilities. Some of these items, including certain possible contingent liabilities, may not be settled for several years. Accordingly, adjustments to such items, as well as administrative expenses associated with these discontinued businesses, are recorded through our results of discontinued operations. | ||||||||||||||||
The following table summarizes the results of the discontinued operations during the three and six months ended June 30, 2014 and 2013. | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Total revenues | $ | — | $ | — | $ | — | $ | 5,424 | ||||||||
Operating expenses | 288 | 4,446 | 430 | 9,779 | ||||||||||||
Loss from discontinued operations before income taxes | (288 | ) | (4,446 | ) | (430 | ) | (4,355 | ) | ||||||||
Income tax expense | — | 109 | — | 230 | ||||||||||||
Loss from discontinued operations, net of taxes | (288 | ) | (4,555 | ) | (430 | ) | (4,585 | ) | ||||||||
Gain on sale | — | — | — | 48 | ||||||||||||
Total loss from discontinued operations, net of income taxes | $ | (288 | ) | $ | (4,555 | ) | $ | (430 | ) | $ | (4,537 | ) |
Earnings_Per_Share
Earnings Per Share | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings Per Share | ' | |||||||||||||||
Earnings (Loss) Per Share | ||||||||||||||||
Our computation of earnings (loss) per share — basic and diluted is as follows: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income (loss) from continuing operations | $ | (5,169 | ) | $ | 2,935 | $ | (1,103 | ) | $ | 4,384 | ||||||
Net income attributable to noncontrolling interests | 10 | 146 | 15 | — | ||||||||||||
Net income (loss) attributable to Ciber, Inc. from continuing operations | (5,179 | ) | 2,789 | (1,118 | ) | 4,384 | ||||||||||
Loss from discontinued operations, net of income tax | (288 | ) | (4,555 | ) | (430 | ) | (4,537 | ) | ||||||||
Net loss attributable to Ciber, Inc. | $ | (5,467 | ) | $ | (1,766 | ) | $ | (1,548 | ) | $ | (153 | ) | ||||
Denominator: | ||||||||||||||||
Basic weighted average shares outstanding | 77,301 | 74,690 | 76,877 | 74,381 | ||||||||||||
Dilutive effect of employee stock plans | — | 722 | — | 630 | ||||||||||||
Diluted weighted average shares outstanding | 77,301 | 75,412 | 76,877 | 75,011 | ||||||||||||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.: | ||||||||||||||||
Continuing operations | $ | (0.07 | ) | $ | 0.04 | $ | (0.01 | ) | $ | 0.06 | ||||||
Discontinued operations | — | (0.06 | ) | (0.01 | ) | (0.06 | ) | |||||||||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc. | $ | (0.07 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | — | |||||
Anti-dilutive securities omitted from the calculation | 3,252 | 4,855 | 3,370 | 5,232 | ||||||||||||
Dilutive securities, including stock options and restricted stock units, are excluded from the diluted weighted average shares outstanding computation in periods in which they have an anti-dilutive effect, such as when we report a net loss attributable to Ciber, Inc. from continuing operations, or when stock options have an exercise price that is greater than the average market price of Ciber common stock during the period. |
Goodwill
Goodwill | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Goodwill | ' | |||||||||||
Goodwill | ||||||||||||
We perform our annual impairment analysis of goodwill as of June 30 each year or more often if there are indicators of impairment present. We test each of our reporting units for goodwill impairment. Our reporting units are the same as our operating divisions and reportable segments. The goodwill impairment test requires a two-step process. The first step consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, then it is not considered impaired and no further analysis is required. If step one indicates that the estimated fair value of a reporting unit is less than its carrying value, then impairment potentially exists and the second step is performed to measure the amount of goodwill impairment. Goodwill impairment exists when the estimated implied fair value of a reporting unit's goodwill is less than its carrying value. | ||||||||||||
We compared the carrying values of our International and North America reporting units to their estimated fair values at June 30, 2014. We estimated the fair value of each reporting unit based on a weighting of both the income approach and the market approach. The discounted cash flows for each reporting unit serve as the primary basis for the income approach, and were based on discrete financial forecasts developed by management. Cash flows beyond the discrete forecast period of five years were estimated using the perpetuity growth method calculation. The annual average revenue growth rates forecasted for our reporting units for the first five years of our projections were approximately 3%. We have projected a minor amount of operating profit margin improvement based on expected margin benefits from certain internal initiatives. The terminal value was calculated assuming projected growth rates of 3% after five years, which reflects our estimate of minimum long-term growth in IT spending. The income approach valuations also included each reporting unit’s estimated weighted average cost of capital, which were 14.5% and 15.0% for International and North America, respectively. The market approach applied pricing multiples derived from publicly-traded companies that are comparable to the respective reporting units to determine their values. For our International and North America reporting units, we used enterprise value/EBITDA multiples of 7 and 6, respectively, in order to value each of our reporting units under the market approach. In addition, the fair value under the market approach included a control premium of 33%. The control premium was determined based on a review of comparative market transactions. Publicly-available information regarding our market capitalization was also considered in assessing the reasonableness of the cumulative fair values of our reporting units. | ||||||||||||
As a result of the first step of our goodwill impairment test as of June 30, 2014, we estimated that the fair values for our International and North America reporting units exceeded their carrying amounts by 21% and 59%, respectively, thus no impairment was indicated. We have updated our cash flow forecasts and our other assumptions used to calculate the estimated fair value of our reporting units to account for our beliefs and expectations of the current business environment. While we believe our estimates are appropriate based on our view of current business trends, no assurance can be provided that impairment charges will not be required in the future. | ||||||||||||
The changes in the carrying amount of goodwill during the six months ended June 30, 2014, were as follows: | ||||||||||||
International | North America | Total | ||||||||||
(In thousands) | ||||||||||||
Balance at January 1, 2014 | $ | 148,033 | $ | 133,681 | $ | 281,714 | ||||||
Effect of foreign exchange rate changes | 337 | — | 337 | |||||||||
Acquisition | 1,282 | — | 1,282 | |||||||||
Balance at June 30, 2014 | $ | 149,652 | $ | 133,681 | $ | 283,333 | ||||||
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Borrowings | ' |
Borrowings | |
We have an asset-based revolving line of credit of up to $60 million (the “ABL Facility”) with Wells Fargo Bank, N.A. The maximum amount available for borrowing at any time under such line of credit is determined according to a borrowing base valuation of eligible account receivables, which was $51.8 million at June 30, 2014. The ABL Facility provides for borrowings in the United States, the Netherlands, the United Kingdom and Germany and matures on May 7, 2017. As of June 30, 2014, we had $7.4 million outstanding under the ABL Facility. We expect our borrowings to fluctuate based on our working capital needs. Our obligations under the ABL Facility are guaranteed by us and and are secured by substantially all of our U.S., Netherlands, United Kingdom, and German assets. Under the ABL Facility, Wells Fargo will have dominion over the cash receipts related to any U.K., Dutch and German borrowings. At June 30, 2014, we had no foreign borrowings that were subject to the bank's dominion. |
Income_Taxes
Income Taxes | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||
Income Taxes | ' | |||||||||||||||
Income Taxes | ||||||||||||||||
Current period U.S. and foreign income (loss) before income taxes as well as income tax expense were as follows: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Income (loss) from continuing operations before income taxes: | ||||||||||||||||
U.S. | $ | (3,137 | ) | $ | 1,888 | $ | (1,089 | ) | $ | 1,995 | ||||||
Foreign | 169 | 2,972 | 4,722 | 6,973 | ||||||||||||
Total | $ | (2,968 | ) | $ | 4,860 | $ | 3,633 | $ | 8,968 | |||||||
Income tax expense: | ||||||||||||||||
U.S. | $ | 1,025 | $ | 1,190 | $ | 2,051 | $ | 2,380 | ||||||||
Foreign | 1,176 | 735 | 2,685 | 2,204 | ||||||||||||
Total | $ | 2,201 | $ | 1,925 | $ | 4,736 | $ | 4,584 | ||||||||
Due to our history of domestic losses, we have a full valuation allowance for all U.S. net deferred tax assets, including our net operating loss and tax credit carryforwards. As a result, we cannot record any tax benefits for additional U.S. incurred losses and any U.S. income is offset by a reduction in valuation allowance. Irrespective of our income or loss levels, we continue to record U.S. deferred tax expense related to tax-basis goodwill amortization. | ||||||||||||||||
The effective rate on our foreign tax expense varies with the mix of income and losses across multiple tax jurisdictions with most statutory tax rates varying from 21% to 34%. The foreign tax expense was higher than the normal effective rate primarily as a result of the current mix of income and losses across jurisdictions and the recognition of reserves for certain tax exposure items. In addition, the difference between the effective tax rate and statutory tax rates resulted from lower overall pre-tax income in the current year. |
Restructuring_Charges
Restructuring Charges | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Restructuring Charges | ' | |||||||||||
Restructuring Charges | ||||||||||||
On July 30, 2013, we approved a restructuring plan primarily focused on our International operations ("the 2013 Plan"). The goal of the 2013 Plan was to improve utilization, strategically engage our lower-cost off-shore and near-shore resources, and centralize management of administrative functions in key markets to leverage shared services functions. The actions of this plan impacted approximately 250 employees. We have completed all activities associated with the 2013 Plan. The charges associated with the 2013 Plan were substantially all related to personnel severance and related employee benefit costs. | ||||||||||||
The changes in our 2013 Plan restructuring liabilities, which are recorded in other accrued expenses, during the six months ended June 30, 2014 are as follows: | ||||||||||||
2013 Plan | ||||||||||||
(In thousands) | ||||||||||||
Restructuring liability, as of January 1, 2014 | $ | 7,454 | ||||||||||
Restructuring credit | (475 | ) | ||||||||||
Non-cash items | 17 | |||||||||||
Cash paid | (5,996 | ) | ||||||||||
Foreign exchange rate changes | (69 | ) | ||||||||||
Restructuring liability, as of June 30, 2014 | $ | 931 | ||||||||||
Restructuring charges (credit) by segment are as follows: | ||||||||||||
Three Months Ended June 30, 2014 | Six Months Ended June 30, 2014 | Plan to Date | ||||||||||
(In thousands) | ||||||||||||
North America | $ | (52 | ) | $ | (112 | ) | $ | 548 | ||||
International | (31 | ) | (496 | ) | 11,620 | |||||||
Other | — | (7 | ) | 57 | ||||||||
Corporate | 21 | 140 | 721 | |||||||||
Total | $ | (62 | ) | $ | (475 | ) | $ | 12,946 | ||||
On November 5, 2012, we approved a company restructuring plan ("the 2012 Plan"). In the third quarter of 2013, all restructuring actions associated with this plan were completed. Although we have completed all activities associated with the 2012 Plan, our lease-related office closure costs are subject to estimate and as such our actual restructuring charges may differ from our current estimates. In the second quarter of 2014, we incurred additional charges related to adjusting our sublease estimates. | ||||||||||||
The changes in our restructuring liabilities for the 2012 Plan, which are recorded in other accrued expenses, during the six months ended June 30, 2014 are as follows: | ||||||||||||
Office Closures | ||||||||||||
(in thousands) | ||||||||||||
Restructuring liability, as of January 1, 2014 | $ | 2,770 | ||||||||||
Restructuring charges | 1,881 | |||||||||||
Cash paid | (1,713 | ) | ||||||||||
Foreign exchange rate changes | 5 | |||||||||||
Restructuring liability, as of June 30, 2014 | $ | 2,943 | ||||||||||
Restructuring charges by segment are as follows: | ||||||||||||
Three Months Ended June 30, 2014 | Six Months Ended June 30, 2014 | Plan to Date (1) | ||||||||||
(In thousands) | ||||||||||||
North America | $ | 10 | $ | 33 | $ | 1,738 | ||||||
International | 596 | 856 | 7,936 | |||||||||
Corporate (2) | 964 | 992 | 3,690 | |||||||||
Total | $ | 1,570 | $ | 1,881 | $ | 13,364 | ||||||
(1) Our restructuring charges, particularly lease-related office closure costs, are subject to estimate. If we are unable to find tenants for vacated offices or sub-lease terms are different from our assumptions, our actual restructuring charges will differ from our current estimates. | ||||||||||||
(2) Corporate restructuring charges include costs for administrative facility consolidation. |
Segment_Information
Segment Information | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
The following presents financial information about our reportable segments: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Revenues: | ||||||||||||||||
International | $ | 109,830 | $ | 113,935 | $ | 224,811 | $ | 226,610 | ||||||||
North America | 105,154 | 106,759 | 208,632 | 213,928 | ||||||||||||
Other | 567 | 895 | 1,221 | 1,742 | ||||||||||||
Inter-segment | (905 | ) | (1,194 | ) | (2,007 | ) | (2,344 | ) | ||||||||
Total revenues | $ | 214,646 | $ | 220,395 | $ | 432,657 | $ | 439,936 | ||||||||
Operating income (loss) from continuing operations: | ||||||||||||||||
International | $ | 3,231 | $ | 6,000 | $ | 10,055 | $ | 10,951 | ||||||||
North America | 9,109 | 8,502 | 17,581 | 16,598 | ||||||||||||
Other | (4 | ) | 82 | 133 | 118 | |||||||||||
Corporate expenses | (13,173 | ) | (8,945 | ) | (21,675 | ) | (16,893 | ) | ||||||||
Operating income (loss) from continuing operations before amortization and restructuring charges | (837 | ) | 5,639 | 6,094 | 10,774 | |||||||||||
Amortization of intangible assets | (67 | ) | — | (67 | ) | — | ||||||||||
Restructuring charges | (1,508 | ) | (604 | ) | (1,406 | ) | (953 | ) | ||||||||
Total operating income (loss) from continuing operations | $ | (2,412 | ) | $ | 5,035 | $ | 4,621 | $ | 9,821 | |||||||
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
Contingencies | |
We are subject to various claims and litigation that arise in the ordinary course of business. The litigation process is inherently uncertain. Therefore, the outcome of such matters is not predictable. | |
As previously reported, we are engaged in legal proceedings in Germany in connection with our acquisition of a controlling interest in Novasoft AG (now known as Ciber AG) in 2004. In August 2006, we completed a buy-out of the remaining minority shareholders of Novasoft. Certain of those former minority shareholders challenged the adequacy of the buy-out consideration by initiating a review by the district court in Mannheim, Germany. The court made a determination in 2013 which is now under appeal by the plaintiffs. Based on information known to us, we have established a reserve that we believe is reasonable. We are unable to predict the outcome of this matter. | |
As previously reported, a lawsuit titled CamSoft Data Systems, Inc. v. Southern Electronics, et al., was filed initially in October 2009 in Louisiana state court against numerous defendants, including Ciber. The lawsuit was subsequently removed to federal court in the Middle District of Louisiana and the complaint was amended to include additional defendants and causes of action including antitrust claims, civil RICO claims, unfair trade practices, trade secret, fraud, unjust enrichment, and conspiracy claims. The suit involves many of the same parties involved in related litigation in the state court in New Orleans, which was concluded in 2009 when Ciber settled the New Orleans suit with the plaintiffs, Active Solutions and Southern Electronics, who were CamSoft's former alleged joint venturers and are now co-defendants in the current lawsuit. Ciber is vigorously defending the allegations. The matter is ongoing in the appellate courts where Camsoft has filed a notice of appeal with the Federal Court of Appeals while Ciber and the other defendants have filed notices of appeal with the Fifth Circuit Court of Appeals and with the Federal Court of Appeals. Based on information known to us, we have established a reserve that we believe is reasonable. We are unable to predict the outcome of this litigation. | |
As previously reported, in October 2011, a putative securities class action lawsuit, Weston v. Ciber, Inc. et al., was filed in the United States District Court for the District of Colorado against Ciber and several of its current and former officers. In November 2013, we entered into a settlement among the lead plaintiff and the defendants that involved funds paid by our insurers being placed into a settlement fund for the benefit of the class. We have not made any admission of liability or wrongdoing by entering into this settlement. The Court issued final approval of the settlement in April 2014, dismissing the claims of the class with prejudice, and terminating the litigation. | |
As previously reported, in February 2012, a purported verified shareholder derivative lawsuit, Seni v. Peterschmidt. et al., was filed in the United States District Court for the District of Colorado against several of our current and former officers and our then-current board of directors. This complaint generally alleged that the various defendants breached their fiduciary duties of good faith, fair dealing, loyalty, due care, reasonable inquiry, oversight, and supervision by approving the issuance of allegedly false statements that misrepresented material information about the finances and operations of the Company. On March 22, 2013, the Court dismissed this complaint with leave to amend. On April 26, 2013, plaintiff filed an amended complaint that largely made the same claims as the original complaint. In February 2014, the Court dismissed the amended complaint with leave to amend. Plaintiff filed a second amended complaint and defendants filed a motion to dismiss the second amended complaint in March 2014. We believe this derivative lawsuit is without merit and we intend to vigorously defend against the claims. We are, however, unable to predict the outcome of this litigation. | |
In March 2012, a shareholder, Valerie Denny, made a litigation demand on the Board to investigate certain allegations and bring suit against the directors and certain current and former executive officers of the Company. In response, the Board formed an Independent Committee to investigate the claims. In December 2012, after the Independent Committee completed its investigation, it reported its findings to the board of directors. Based upon the Independent Committee’s findings that Denny’s claims were without merit, the Board formally refused the demand. In February 2014, Denny filed a purported verified shareholder derivative lawsuit, Denny v. Peterschmidt, et al., in Colorado State court, Arapahoe County, against certain current and former officers and directors. This complaint generally made the same allegations as set out in Denny’s March 2012 demand. The Complaint alleged that between December 15, 2010, and August 3, 2011, the defendants committed breaches of fiduciary duty that caused losses to Ciber's reputation and goodwill. The defendants were alleged to have breached their fiduciary duties by disseminating inaccurate and incomplete information about Ciber's financial results and business prospects, failing to maintain internal controls, and failing to properly oversee and manage the Company. Denny also made claims of unjust enrichment and insider trading. In March 2014, Defendants filed a motion to stay the action pending resolution of the federal derivative action (Seni v. Peterschmidt), as well as motions to dismiss the action, and an answer to the complaint. In response to those motions, Denny agreed to stay the case. The court therefore issued an order staying the action on March 24, 2014. We believe this derivative lawsuit is without merit and we intend to vigorously defend against the claims. We are, however, unable to predict the outcome of this litigation. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
On July 25, 2014, we approved a restructuring plan focused on the implementation of a go-to-market model, realigning the organization and improving our offshore delivery mix ("the 2014 Plan"). The 2014 Plan will commence in the third quarter of 2014 and is expected to be completed in the next twelve months. We estimate the total amount of the restructuring charges for the 2014 Plan will be approximately $24 million, substantially all of which will be cash. The charges associated with the 2014 Plan are substantially all related to personnel severance and related employee benefit costs. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements — In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). This update raises the threshold for disposals to qualify as discontinued operations, and allows companies to have significant continuing involvement and continuing cash flows with the discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014, and interim periods within that year. The guidance is applied prospectively, and early adoption is permitted but only for disposals that have not been reported in financial statements previously issued or available for issue. This ASU may impact our assessment of future disposals, if any, once adopted. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The core principle of the standard is when an entity transfers goods or services to customers, it will recognize revenue in an amount that reflects the consideration the entity expects to be entitled to for those goods or services. The update outlines a five-step model and related application guidance, which replaces most existing revenue recognition guidance. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, and for interim periods within that year, and allows for both retrospective and prospective methods of adoption. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements. | |
Fair Value | ' |
Fair Value — The carrying value of the outstanding borrowings under the ABL Facility, as defined in Note 5, approximates its fair value as (1) it is based on a variable rate that changes based on market conditions and (2) the margin applied to the variable rate is based on Ciber's credit risk, which has not changed since entering into the facility in May 2012. If Ciber's credit risk were to change, we would estimate the fair value of our borrowings using a discounted cash flow analysis based on current rates expected to be available from the lender for similar types of debt. The inputs used to establish the fair value of the Credit Agreement are considered to be Level 2 inputs, which include inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Restructuring liabilities for office closures are initially recorded at estimated fair value utilizing level 3 assumptions, including an estimate of sublease income which is subject to adjustment in future periods if assumptions change. Within our goodwill impairment analysis, as discussed in Note 4, the discounted cash flow method (income approach) and market approach incorporates various level 3 inputs including projected revenue growth rates, earnings margins, and the present value, based on the discount rate and terminal growth rate, of forecasted cash flows. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Schedule of operating results of the discontinued operations | ' | |||||||||||||||
The following table summarizes the results of the discontinued operations during the three and six months ended June 30, 2014 and 2013. | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Total revenues | $ | — | $ | — | $ | — | $ | 5,424 | ||||||||
Operating expenses | 288 | 4,446 | 430 | 9,779 | ||||||||||||
Loss from discontinued operations before income taxes | (288 | ) | (4,446 | ) | (430 | ) | (4,355 | ) | ||||||||
Income tax expense | — | 109 | — | 230 | ||||||||||||
Loss from discontinued operations, net of taxes | (288 | ) | (4,555 | ) | (430 | ) | (4,585 | ) | ||||||||
Gain on sale | — | — | — | 48 | ||||||||||||
Total loss from discontinued operations, net of income taxes | $ | (288 | ) | $ | (4,555 | ) | $ | (430 | ) | $ | (4,537 | ) |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of computation of earnings (loss) per share - basic and diluted | ' | |||||||||||||||
Our computation of earnings (loss) per share — basic and diluted is as follows: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income (loss) from continuing operations | $ | (5,169 | ) | $ | 2,935 | $ | (1,103 | ) | $ | 4,384 | ||||||
Net income attributable to noncontrolling interests | 10 | 146 | 15 | — | ||||||||||||
Net income (loss) attributable to Ciber, Inc. from continuing operations | (5,179 | ) | 2,789 | (1,118 | ) | 4,384 | ||||||||||
Loss from discontinued operations, net of income tax | (288 | ) | (4,555 | ) | (430 | ) | (4,537 | ) | ||||||||
Net loss attributable to Ciber, Inc. | $ | (5,467 | ) | $ | (1,766 | ) | $ | (1,548 | ) | $ | (153 | ) | ||||
Denominator: | ||||||||||||||||
Basic weighted average shares outstanding | 77,301 | 74,690 | 76,877 | 74,381 | ||||||||||||
Dilutive effect of employee stock plans | — | 722 | — | 630 | ||||||||||||
Diluted weighted average shares outstanding | 77,301 | 75,412 | 76,877 | 75,011 | ||||||||||||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.: | ||||||||||||||||
Continuing operations | $ | (0.07 | ) | $ | 0.04 | $ | (0.01 | ) | $ | 0.06 | ||||||
Discontinued operations | — | (0.06 | ) | (0.01 | ) | (0.06 | ) | |||||||||
Basic and diluted earnings (loss) per share attributable to Ciber, Inc. | $ | (0.07 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | — | |||||
Anti-dilutive securities omitted from the calculation | 3,252 | 4,855 | 3,370 | 5,232 | ||||||||||||
Goodwill_Tables
Goodwill (Tables) | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Schedule of changes in the carrying amount of goodwill | ' | |||||||||||
The changes in the carrying amount of goodwill during the six months ended June 30, 2014, were as follows: | ||||||||||||
International | North America | Total | ||||||||||
(In thousands) | ||||||||||||
Balance at January 1, 2014 | $ | 148,033 | $ | 133,681 | $ | 281,714 | ||||||
Effect of foreign exchange rate changes | 337 | — | 337 | |||||||||
Acquisition | 1,282 | — | 1,282 | |||||||||
Balance at June 30, 2014 | $ | 149,652 | $ | 133,681 | $ | 283,333 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||
Schedule of U.S. and foreign income (loss) before income taxes as well as income tax expense (benefit) | ' | |||||||||||||||
Current period U.S. and foreign income (loss) before income taxes as well as income tax expense were as follows: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Income (loss) from continuing operations before income taxes: | ||||||||||||||||
U.S. | $ | (3,137 | ) | $ | 1,888 | $ | (1,089 | ) | $ | 1,995 | ||||||
Foreign | 169 | 2,972 | 4,722 | 6,973 | ||||||||||||
Total | $ | (2,968 | ) | $ | 4,860 | $ | 3,633 | $ | 8,968 | |||||||
Income tax expense: | ||||||||||||||||
U.S. | $ | 1,025 | $ | 1,190 | $ | 2,051 | $ | 2,380 | ||||||||
Foreign | 1,176 | 735 | 2,685 | 2,204 | ||||||||||||
Total | $ | 2,201 | $ | 1,925 | $ | 4,736 | $ | 4,584 | ||||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
2013 Plan | ' | |||||||||||
Restructuring Charges | ' | |||||||||||
Schedule of changes in the restructuring liabilities, which are recorded in other accrued expenses | ' | |||||||||||
The changes in our 2013 Plan restructuring liabilities, which are recorded in other accrued expenses, during the six months ended June 30, 2014 are as follows: | ||||||||||||
2013 Plan | ||||||||||||
(In thousands) | ||||||||||||
Restructuring liability, as of January 1, 2014 | $ | 7,454 | ||||||||||
Restructuring credit | (475 | ) | ||||||||||
Non-cash items | 17 | |||||||||||
Cash paid | (5,996 | ) | ||||||||||
Foreign exchange rate changes | (69 | ) | ||||||||||
Restructuring liability, as of June 30, 2014 | $ | 931 | ||||||||||
Schedule of restructuring charges by segment | ' | |||||||||||
Restructuring charges (credit) by segment are as follows: | ||||||||||||
Three Months Ended June 30, 2014 | Six Months Ended June 30, 2014 | Plan to Date | ||||||||||
(In thousands) | ||||||||||||
North America | $ | (52 | ) | $ | (112 | ) | $ | 548 | ||||
International | (31 | ) | (496 | ) | 11,620 | |||||||
Other | — | (7 | ) | 57 | ||||||||
Corporate | 21 | 140 | 721 | |||||||||
Total | $ | (62 | ) | $ | (475 | ) | $ | 12,946 | ||||
2012 Plan | ' | |||||||||||
Restructuring Charges | ' | |||||||||||
Schedule of changes in the restructuring liabilities, which are recorded in other accrued expenses | ' | |||||||||||
The changes in our restructuring liabilities for the 2012 Plan, which are recorded in other accrued expenses, during the six months ended June 30, 2014 are as follows: | ||||||||||||
Office Closures | ||||||||||||
(in thousands) | ||||||||||||
Restructuring liability, as of January 1, 2014 | $ | 2,770 | ||||||||||
Restructuring charges | 1,881 | |||||||||||
Cash paid | (1,713 | ) | ||||||||||
Foreign exchange rate changes | 5 | |||||||||||
Restructuring liability, as of June 30, 2014 | $ | 2,943 | ||||||||||
Schedule of restructuring charges by segment | ' | |||||||||||
Restructuring charges by segment are as follows: | ||||||||||||
Three Months Ended June 30, 2014 | Six Months Ended June 30, 2014 | Plan to Date (1) | ||||||||||
(In thousands) | ||||||||||||
North America | $ | 10 | $ | 33 | $ | 1,738 | ||||||
International | 596 | 856 | 7,936 | |||||||||
Corporate (2) | 964 | 992 | 3,690 | |||||||||
Total | $ | 1,570 | $ | 1,881 | $ | 13,364 | ||||||
(1) Our restructuring charges, particularly lease-related office closure costs, are subject to estimate. If we are unable to find tenants for vacated offices or sub-lease terms are different from our assumptions, our actual restructuring charges will differ from our current estimates. | ||||||||||||
(2) Corporate restructuring charges include costs for administrative facility consolidation. |
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of financial information about reportable segments | ' | |||||||||||||||
The following presents financial information about our reportable segments: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Revenues: | ||||||||||||||||
International | $ | 109,830 | $ | 113,935 | $ | 224,811 | $ | 226,610 | ||||||||
North America | 105,154 | 106,759 | 208,632 | 213,928 | ||||||||||||
Other | 567 | 895 | 1,221 | 1,742 | ||||||||||||
Inter-segment | (905 | ) | (1,194 | ) | (2,007 | ) | (2,344 | ) | ||||||||
Total revenues | $ | 214,646 | $ | 220,395 | $ | 432,657 | $ | 439,936 | ||||||||
Operating income (loss) from continuing operations: | ||||||||||||||||
International | $ | 3,231 | $ | 6,000 | $ | 10,055 | $ | 10,951 | ||||||||
North America | 9,109 | 8,502 | 17,581 | 16,598 | ||||||||||||
Other | (4 | ) | 82 | 133 | 118 | |||||||||||
Corporate expenses | (13,173 | ) | (8,945 | ) | (21,675 | ) | (16,893 | ) | ||||||||
Operating income (loss) from continuing operations before amortization and restructuring charges | (837 | ) | 5,639 | 6,094 | 10,774 | |||||||||||
Amortization of intangible assets | (67 | ) | — | (67 | ) | — | ||||||||||
Restructuring charges | (1,508 | ) | (604 | ) | (1,406 | ) | (953 | ) | ||||||||
Total operating income (loss) from continuing operations | $ | (2,412 | ) | $ | 5,035 | $ | 4,621 | $ | 9,821 | |||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 6 Months Ended | 1 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Apr. 30, 2014 | |
Denmark Acquisition [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquisition, cash paid | $845,000 | $0 | ' | $800,000 |
Acquisition, future royalty payments | ' | ' | ' | 1,100,000 |
Purchase price allocation, intangible and other assets | ' | ' | ' | 1,400,000 |
Purchase price allocation, goodwill | 283,333,000 | ' | 281,714,000 | 1,300,000 |
Purchase price allocation, current liabilities | ' | ' | ' | $800,000 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Total revenues | $0 | $0 | $0 | $5,424 |
Operating expenses | 288 | 4,446 | 430 | 9,779 |
Loss from discontinued operations before income taxes | -288 | -4,446 | -430 | -4,355 |
Income tax expense | 0 | 109 | 0 | 230 |
Loss from discontinued operations, net of taxes | -288 | -4,555 | -430 | -4,585 |
Gain on sale | 0 | 0 | 0 | 48 |
Total loss from discontinued operations, net of income taxes | ($288) | ($4,555) | ($430) | ($4,537) |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net Income (Loss) Attributable to Parent [Abstract] | ' | ' | ' | ' |
Net income (loss) from continuing operations | ($5,169) | $2,935 | ($1,103) | $4,384 |
Net income attributable to noncontrolling interests | 10 | 146 | 15 | 0 |
Net income (loss) attributable to Ciber, Inc. from continuing operations | -5,179 | 2,789 | -1,118 | 4,384 |
Loss from discontinued operations, net of income tax | -288 | -4,555 | -430 | -4,537 |
NET LOSS ATTRIBUTABLE TO CIBER, INC. | ($5,467) | ($1,766) | ($1,548) | ($153) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ' | ' | ' | ' |
Basic weighted average shares outstanding (in shares) | 77,301 | 74,690 | 76,877 | 74,381 |
Dilutive effect of employee stock plans (in shares) | 0 | 722 | 0 | 630 |
Diluted weighted average shares outstanding (in shares) | 77,301 | 75,412 | 76,877 | 75,011 |
Continuing operations (in dollars per share) | ($0.07) | $0.04 | ($0.01) | $0.06 |
Discontinued operations (in dollars per share) | $0 | ($0.06) | ($0.01) | ($0.06) |
Basic and diluted earnings (loss) per share attributable to Ciber, Inc. (in dollars per share) | ($0.07) | ($0.02) | ($0.02) | $0 |
Anti-dilutive securities omitted from the calculation (in shares) | 3,252 | 4,855 | 3,370 | 5,232 |
Goodwill_Details
Goodwill (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Fair value assumptions | ' |
Annual average revenue growth rate | 3.00% |
Projected growth rates after discrete forecast period | 3.00% |
Discrete forecast period | '5 years |
Control premium | 33.00% |
International | ' |
Fair value assumptions | ' |
Weighted average cost of capital | 14.50% |
Enterprise value/EBITDA multiples | 7 |
Percentage of excess of fair value of goodwill over carrying value | 21.00% |
North America | ' |
Fair value assumptions | ' |
Weighted average cost of capital | 15.00% |
Enterprise value/EBITDA multiples | 6 |
Percentage of excess of fair value of goodwill over carrying value | 59.00% |
Goodwill_Details_2
Goodwill (Details 2) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Changes in the carrying amount of goodwill | ' |
Balance at January 1, 2014 | $281,714 |
Effect of foreign exchange rate changes | 337 |
Acquisition | 1,282 |
Balance at June 30, 2014 | 283,333 |
International | ' |
Changes in the carrying amount of goodwill | ' |
Balance at January 1, 2014 | 148,033 |
Effect of foreign exchange rate changes | 337 |
Acquisition | 1,282 |
Balance at June 30, 2014 | 149,652 |
North America | ' |
Changes in the carrying amount of goodwill | ' |
Balance at January 1, 2014 | 133,681 |
Effect of foreign exchange rate changes | 0 |
Acquisition | 0 |
Balance at June 30, 2014 | $133,681 |
Borrowings_Details
Borrowings (Details) (USD $) | Jun. 30, 2014 |
Borrowings | ' |
Amount of borrowing subject to the bank's dominion | $0 |
Revolving credit facilities | ' |
Borrowings | ' |
Maximum borrowing capacity | 60,000,000 |
Current borrowing base | 51,800,000 |
Amount outstanding | $7,400,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income (loss) from continuing operations before income taxes: | ' | ' | ' | ' |
U.S. | ($3,137) | $1,888 | ($1,089) | $1,995 |
Foreign | 169 | 2,972 | 4,722 | 6,973 |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | -2,968 | 4,860 | 3,633 | 8,968 |
Income tax expense: | ' | ' | ' | ' |
U.S. | 1,025 | 1,190 | 2,051 | 2,380 |
Foreign | 1,176 | 735 | 2,685 | 2,204 |
Total | $2,201 | $1,925 | $4,736 | $4,584 |
Minimum | ' | ' | ' | ' |
Income Taxes | ' | ' | ' | ' |
Effective rate on foreign tax expense | ' | ' | 21.00% | ' |
Maximum | ' | ' | ' | ' |
Income Taxes | ' | ' | ' | ' |
Effective rate on foreign tax expense | ' | ' | 34.00% | ' |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring credit | $1,508 | $604 | $1,406 | $953 | ||
2013 Plan | ' | ' | ' | ' | ||
Restructuring Charges | ' | ' | ' | ' | ||
Expected number of employees to be impacted by the restructuring | ' | ' | 250 | ' | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring liability, as of January 1, 2014 | ' | ' | 7,454 | ' | ||
Restructuring credit | -62 | ' | -475 | ' | ||
Non-cash items | ' | ' | 17 | ' | ||
Cash paid | ' | ' | -5,996 | ' | ||
Foreign exchange rate changes | ' | ' | -69 | ' | ||
Restructuring liability, as of June 30, 2014 | 931 | ' | 931 | ' | ||
Restructuring charges, incurred to date | ' | ' | 12,946 | ' | ||
2013 Plan | North America | ' | ' | ' | ' | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring credit | -52 | ' | -112 | ' | ||
Restructuring charges, incurred to date | ' | ' | 548 | ' | ||
2013 Plan | International | ' | ' | ' | ' | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring credit | -31 | ' | -496 | ' | ||
Restructuring charges, incurred to date | ' | ' | 11,620 | ' | ||
2013 Plan | Other | ' | ' | ' | ' | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring credit | 0 | ' | -7 | ' | ||
Restructuring charges, incurred to date | ' | ' | 57 | ' | ||
2013 Plan | Corporate | ' | ' | ' | ' | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring credit | 21 | ' | 140 | ' | ||
Restructuring charges, incurred to date | ' | ' | 721 | ' | ||
2012 Plan | ' | ' | ' | ' | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring credit | 1,570 | ' | 1,881 | ' | ||
Restructuring charges, incurred to date | ' | ' | 13,364 | [1] | ' | |
2012 Plan | North America | ' | ' | ' | ' | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring credit | 10 | ' | 33 | ' | ||
Restructuring charges, incurred to date | ' | ' | 1,738 | [1] | ' | |
2012 Plan | International | ' | ' | ' | ' | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring credit | 596 | ' | 856 | ' | ||
Restructuring charges, incurred to date | ' | ' | 7,936 | [1] | ' | |
2012 Plan | Corporate | ' | ' | ' | ' | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring credit | 964 | [2] | ' | 992 | [2] | ' |
Restructuring charges, incurred to date | ' | ' | 3,690 | [1],[2] | ' | |
2012 Plan | Office Closures | ' | ' | ' | ' | ||
Changes in restructuring liabilities, recorded in other accrued expenses | ' | ' | ' | ' | ||
Restructuring liability, as of January 1, 2014 | ' | ' | 2,770 | ' | ||
Restructuring credit | ' | ' | 1,881 | ' | ||
Cash paid | ' | ' | -1,713 | ' | ||
Foreign exchange rate changes | ' | ' | 5 | ' | ||
Restructuring liability, as of June 30, 2014 | $2,943 | ' | $2,943 | ' | ||
[1] | Our restructuring charges, particularly lease-related office closure costs, are subject to estimate. If we are unable to find tenants for vacated offices or sub-lease terms are different from our assumptions, our actual restructuring charges will differ from our current estimates. | |||||
[2] | Corporate restructuring charges include costs for administrative facility consolidation. |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Segment Information | ' | ' | ' | ' |
Total revenues | $214,646 | $220,395 | $432,657 | $439,936 |
Amortization of intangible assets | -67 | 0 | -67 | 0 |
Restructuring charges | -1,508 | -604 | -1,406 | -953 |
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS | -2,412 | 5,035 | 4,621 | 9,821 |
Operating segment | International | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Total revenues | 109,830 | 113,935 | 224,811 | 226,610 |
Operating income (loss) from continuing operations before amortization and restructuring charges | 3,231 | 6,000 | 10,055 | 10,951 |
Operating segment | North America | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Total revenues | 105,154 | 106,759 | 208,632 | 213,928 |
Operating income (loss) from continuing operations before amortization and restructuring charges | 9,109 | 8,502 | 17,581 | 16,598 |
Operating segment | Other | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Total revenues | 567 | 895 | 1,221 | 1,742 |
Operating income (loss) from continuing operations before amortization and restructuring charges | -4 | 82 | 133 | 118 |
Inter-segment | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Total revenues | -905 | -1,194 | -2,007 | -2,344 |
Corporate expenses | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Operating income (loss) from continuing operations before amortization and restructuring charges | -13,173 | -8,945 | -21,675 | -16,893 |
Segment reconciling items | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Operating income (loss) from continuing operations before amortization and restructuring charges | -837 | 5,639 | 6,094 | 10,774 |
Amortization of intangible assets | -67 | 0 | -67 | 0 |
Restructuring charges | ($1,508) | ($604) | ($1,406) | ($953) |
Subsequent_Events_Details
Subsequent Events (Details) (2014 Plan, Subsequent Event, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Jul. 25, 2014 |
2014 Plan | Subsequent Event | ' |
Subsequent Event [Line Items] | ' |
Estimated plan duration | '12 months |
Expected restructuring charges | $24 |