Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 24, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | CIBER INC | |
Entity Central Index Key | 918,581 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
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 | 79,114,688 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
REVENUES | ||||
Consulting services | $ 187,246 | $ 202,639 | $ 378,300 | $ 407,620 |
Other revenue | 10,698 | 12,007 | 21,649 | 25,037 |
Total revenues | 197,944 | 214,646 | 399,949 | 432,657 |
OPERATING EXPENSES | ||||
Cost of consulting services | 140,621 | 153,260 | 284,416 | 307,111 |
Cost of other revenue | 5,618 | 6,830 | 12,113 | 14,419 |
Selling, general and administrative | 48,030 | 55,393 | 93,748 | 105,033 |
Amortization of intangible assets | 107 | 67 | 107 | 67 |
Restructuring charges | 675 | 1,508 | 736 | 1,406 |
Total operating expenses | 195,051 | 217,058 | 391,120 | 428,036 |
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS | 2,893 | (2,412) | 8,829 | 4,621 |
Interest expense | (427) | (536) | (741) | (898) |
Other expense, net | (225) | (20) | (378) | (90) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 2,241 | (2,968) | 7,710 | 3,633 |
Income tax expense | 1,090 | 2,201 | 2,341 | 4,736 |
INCOME (LOSS) FROM CONTINUING OPERATIONS | 1,151 | (5,169) | 5,369 | (1,103) |
Loss from discontinued operations, net of income tax | (16) | (288) | (58) | (430) |
CONSOLIDATED NET INCOME (LOSS) | 1,135 | (5,457) | 5,311 | (1,533) |
Net income (loss) attributable to noncontrolling interests | (10) | 10 | (8) | 15 |
NET EARNINGS (LOSS) ATTRIBUTABLE TO CIBER, INC. | $ 1,145 | $ (5,467) | $ 5,319 | $ (1,548) |
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.: | ||||
Continuing operations (in dollars per share) | $ 0.01 | $ (0.07) | $ 0.07 | $ (0.01) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Basic and diluted earnings (loss) per share attributable to Ciber, Inc. (in dollars per share) | $ 0.01 | $ (0.07) | $ 0.07 | $ (0.02) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 78,880 | 77,301 | 78,804 | 76,877 |
Diluted (in shares) | 79,801 | 77,301 | 79,670 | 76,877 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated net income (loss) | $ 1,135 | $ (5,457) | $ 5,311 | $ (1,533) |
Foreign currency translation adjustments | 5,491 | (230) | (7,586) | 678 |
Comprehensive income (loss) | 6,626 | (5,687) | (2,275) | (855) |
Comprehensive income (loss) attributable to noncontrolling interests | (10) | 10 | (8) | 15 |
Comprehensive income (loss) attributable to Ciber, Inc. | $ 6,636 | $ (5,697) | $ (2,267) | $ (870) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 17,624 | $ 45,858 |
Accounts receivable, net of allowances of $2,989 and $2,842, respectively | 187,009 | 173,450 |
Prepaid expenses and other current assets | 27,908 | 26,714 |
Total current assets | 232,541 | 246,022 |
Property and equipment, net of accumulated depreciation of $42,185 and $46,871, respectively | 17,906 | 14,115 |
Goodwill | 261,294 | 267,587 |
Other assets | 7,042 | 7,559 |
TOTAL ASSETS | 518,783 | 535,283 |
Current liabilities: | ||
Current portion of long-term debt | 9,803 | 0 |
Accounts payable | 27,773 | 32,926 |
Accrued compensation and related liabilities | 37,433 | 59,012 |
Deferred revenue | 19,024 | 17,475 |
Income taxes payable | 67 | 573 |
Other accrued expenses and liabilities | 36,961 | 50,932 |
Total current liabilities | 131,061 | 160,918 |
Long-term debt | 20,850 | 11,402 |
Deferred income taxes | 29,828 | 28,422 |
Other long-term liabilities | 10,781 | 8,465 |
Total liabilities | $ 192,520 | $ 209,207 |
Commitments and contingencies (see note 9) | ||
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, 79,100 and 78,728 shares issued, respectively | 791 | 787 |
Treasury stock, at cost, 44 and 32 shares, respectively | (153) | (117) |
Additional paid-in capital | 364,928 | 360,419 |
Accumulated deficit | (15,044) | (18,348) |
Accumulated other comprehensive loss | (24,829) | (17,243) |
Total Ciber, Inc. shareholders' equity | 325,693 | 325,498 |
Noncontrolling interests | 570 | 578 |
Total equity | 326,263 | 326,076 |
TOTAL LIABILITIES AND EQUITY | $ 518,783 | $ 535,283 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances (in dollars) | $ 2,989 | $ 2,842 |
Property and equipment, accumulated depreciation (in dollars) | $ 42,185 | $ 46,871 |
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 | 79,100,000 | 78,728,000 |
Treasury stock, shares | 44,000 | 32,000 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity - 6 months ended Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Total Ciber, Inc. Shareholders' Equity | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
BALANCES (in shares) at Dec. 31, 2014 | 78,728 | (32) | ||||||
BALANCES at Dec. 31, 2014 | $ 326,076 | $ 325,498 | $ 787 | $ (117) | $ 360,419 | $ (18,348) | $ (17,243) | $ 578 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Consolidated net income (loss) | 5,311 | 5,319 | 5,319 | (8) | ||||
Foreign currency translation | (7,586) | (7,586) | (7,586) | |||||
Shares issued under employee share plans, net (in shares) | 372 | 411 | ||||||
Shares issued under employee share plans, net | 200 | 200 | $ 4 | $ 1,629 | 582 | (2,015) | ||
Share-based compensation | 3,927 | 3,927 | 3,927 | |||||
Purchase of treasury stock (in shares) | (423) | |||||||
Purchase of treasury stock | (1,665) | (1,665) | $ (1,665) | |||||
BALANCES (in shares) at Jun. 30, 2015 | 79,100 | (44) | ||||||
BALANCES at Jun. 30, 2015 | $ 326,263 | $ 325,693 | $ 791 | $ (153) | $ 364,928 | $ (15,044) | $ (24,829) | $ 570 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Consolidated net income (loss) | $ 5,311 | $ (1,533) |
Adjustments to reconcile consolidated net income (loss) to net cash used in operating activities: | ||
Loss from discontinued operations | 58 | 430 |
Depreciation | 2,715 | 2,611 |
Amortization of intangible assets | 107 | 67 |
Deferred income tax expense | 2,172 | 2,413 |
Provision for (recovery of) doubtful receivables | 373 | (65) |
Share-based compensation expense | 3,927 | 7,420 |
Amortization of debt costs | 285 | 285 |
Other, net | 1,154 | 195 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (18,462) | (8,413) |
Other current and long-term assets | (8,309) | 2,040 |
Accounts payable | (4,337) | (7,129) |
Accrued compensation and related liabilities | (20,828) | (17,195) |
Other current and long-term liabilities | (3,061) | (5,985) |
Income taxes payable/refundable | 1,802 | (2,391) |
Cash used in operating activities — continuing operations | (37,093) | (27,250) |
Cash used in operating activities — discontinued operations | (222) | (779) |
Cash used in operating activities | (37,315) | (28,029) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition | 0 | (845) |
Purchases of property and equipment, net | (3,621) | (5,009) |
Cash used in investing activities — continuing operations | (3,621) | (5,854) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings on long-term debt | 196,009 | 157,869 |
Payments on long-term debt | (176,734) | (150,414) |
Employee stock purchases and options exercised | 999 | 4,373 |
Purchase of shares for employee tax withholdings | (799) | (2,675) |
Purchase of noncontrolling interest | (4,991) | 0 |
Purchase of treasury stock | (1,665) | 0 |
Cash provided by financing activities — continuing operations | 12,819 | 9,153 |
Effect of foreign exchange rate changes on cash and cash equivalents | (117) | 611 |
Net decrease in cash and cash equivalents | (28,234) | (24,119) |
Cash and cash equivalents, beginning of period | 45,858 | 44,483 |
Cash and cash equivalents, end of period | $ 17,624 | $ 20,364 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
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, 2014 , 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 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 expected to be effective for annual periods beginning after December 15, 2017, 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, as well as which transition method we intend to use. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods beginning after December 15, 2016, and interim periods thereafter. Early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements. In January 2015, the FASB issued ASU No. 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items" ("ASU 2015-01"). This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not anticipate that this guidance will materially impact our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Specifically, ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, and affects the evaluation of fee arrangements in the primary beneficiary determination. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not anticipate that this guidance will materially impact our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. We do not anticipate that this guidance will materially impact our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, " Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-4)" which is meant to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. This update is effective for interim and annual periods beginning after December 15, 2015. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements. PSU Grant — On January 26, 2015 and June 24, 2015, we granted 79,761 and 69,558 Performance Based Restricted Share Units ("PSUs"), respectively, to our executives. The performance conditions include both an internal performance condition and an external market-based condition. We have valued the external market-based condition using a Monte Carlo approach. Probability of reaching the internal performance condition is assessed quarterly and the associated expense is adjusted based on the target expected to be achieved. There is the potential for 447,958 shares of common stock to vest under these grants if maximum performance targets are achieved. Noncontrolling Interest Purchase — In June 2013, we entered into an agreement to purchase all of the noncontrolling interests of one of our foreign subsidiaries for future cash payments of approximately $7.3 million , of which $0.8 million was paid in the the fourth quarter of 2013, $0.7 million was paid in the fourth quarter of 2014, and $5.0 million was paid in the second quarter of 2015. Fair Value — The carrying value of the outstanding borrowings under the ABL Facility, as defined in Note 4, 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 ABL Facility 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. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) 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, 2015 2014 2015 2014 (In thousands, except per share amounts) Numerator: Net income (loss) from continuing operations $ 1,151 $ (5,169 ) $ 5,369 $ (1,103 ) Net income (loss) attributable to noncontrolling interests (10 ) 10 (8 ) 15 Net income (loss) attributable to Ciber, Inc. from continuing operations 1,161 (5,179 ) 5,377 (1,118 ) Loss from discontinued operations, net of income tax (16 ) (288 ) (58 ) (430 ) Net income (loss) attributable to Ciber, Inc. $ 1,145 $ (5,467 ) $ 5,319 $ (1,548 ) Denominator: Basic weighted average shares outstanding 78,880 77,301 78,804 76,877 Dilutive effect of employee stock plans 921 — 866 — Diluted weighted average shares outstanding 79,801 77,301 79,670 76,877 Basic and diluted earnings (loss) per share attributable to Ciber, Inc.: Continuing operations $ 0.01 $ (0.07 ) $ 0.07 $ (0.01 ) Discontinued operations — — — (0.01 ) Basic and diluted earnings (loss) per share attributable to Ciber, Inc. $ 0.01 $ (0.07 ) $ 0.07 $ (0.02 ) Anti-dilutive securities omitted from the calculation 2,502 3,252 2,635 3,370 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, 2015 | |
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 potential 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, 2015 . 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 16.0% 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 approximately 8 and 6 , respectively, under the market approach using the guideline public company method and approximately 13 and 8 , respectively, under the market approach using the guideline transaction method in order to value each of our reporting units. In addition, the fair value under the market approach using the guideline public company method included a control premium of 30% . 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, 2015 , we estimated that the fair values for our International and North America reporting units exceeded their carrying amounts by 13% and 89% , 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, 2015 , were as follows: International North America Total (In thousands) Balance at January 1, 2015 $ 133,906 $ 133,681 $ 267,587 Effect of foreign exchange rate changes (6,293 ) — (6,293 ) Balance at June 30, 2015 $ 127,613 $ 133,681 $ 261,294 |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2015 | |
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 $51.9 million at June 30, 2015 . 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, 2015 , we had $30.7 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 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, 2015 , we had $9.8 million of foreign borrowings that were subject to the bank's dominion and are classified as a current liability on our balance sheet. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments We are exposed to certain risks related to our ongoing business operations. From time to time, we may choose to use derivative instruments to manage certain risks related to foreign currency exchange rates and interest rates. During the first half of 2015 and 2014 , we entered into various foreign currency forwards and a cross-currency option related to intercompany transactions denominated in a foreign currency. These forwards and option allow us to manage our foreign currency exposure with respect to the Euro, the Indian Rupee, the Pound Sterling, the Norwegian Krone, the Swedish Krona, and the Australian Dollar. The duration of these contracts generally ranges from one to three months, and we are generally entering into new contracts on a monthly basis. We have not elected hedge accounting for these derivatives. The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Cross-currency option $ (84 ) $ — $ (84 ) $ — Foreign currency forward contracts (827 ) (27 ) 1,645 312 Total realized and unrealized gain (loss) on derivatives $ (911 ) $ (27 ) $ 1,561 $ 312 These gains and losses are included in "other expense, net" on the Consolidated Statements of Operations. Each forward and the option is recognized as either an asset or liability on our Consolidated Balance Sheets at fair value and is presented in either "prepaid expenses and other current assets" or "other accrued expenses and liabilities," as applicable. All cash flows associated with these forward instruments are classified as operating cash flows in our Consolidated Statement of Cash Flows. The following table summarizes our outstanding foreign currency forward contracts at June 30, 2015 : Currency Purchased Forward Currency Sold Forward Maturity Date NOK 29,400,000 EUR 3,369,666 7/31/2015 USD 13,100,000 EUR 11,750,987 7/31/2015 USD 1,300,000 GBP 826,656 7/31/2015 EUR 1,250,000 GBP 887,750 7/31/2015 AUD 2,000,000 EUR 1,381,884 7/31/2015 EUR 1,800,000 SEK 16,642,260 7/31/2015 INR 450,965,235 USD 7,050,000 7/31/2015 INR 178,245,750 EUR 2,500,000 7/31/2015 Per our cross-currency option, we have the option to deliver $12 million U.S. dollars to the counterparty in exchange for Euros at a fixed exchange rate of approximately 0.89 Euros to one U.S. dollar. This cross-currency option expires on July 31, 2015. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 2014 2015 2014 (In thousands) Income (loss) from continuing operations before income taxes: U.S. $ 1,914 $ (3,137 ) $ 3,182 $ (1,089 ) Foreign 327 169 4,528 4,722 Total $ 2,241 $ (2,968 ) $ 7,710 $ 3,633 Income tax expense: U.S. $ 667 $ 1,025 $ 1,341 $ 2,051 Foreign 423 1,176 1,000 2,685 Total $ 1,090 $ 2,201 $ 2,341 $ 4,736 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 35% . The current quarter foreign tax expense was higher than the normal effective rate primarily as a result of lower overall pretax income and the accrual of uncertain tax positions which do not vary with the income level. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges 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 near and offshore delivery mix ("the 2014 Plan"). The 2014 Plan commenced in the third quarter of 2014 and we expect it to be completed in the third quarter of 2015. We expect the 2014 Plan to impact approximately 280 people. We estimate the total amount of the restructuring charges for the 2014 Plan will be approximately $27 million , substantially all of which will be settled in cash. The total estimated restructuring expenses include approximately $20 million related to employee severance and related benefits and approximately $7 million related to professional fees, office closures and other expenses. The changes in our 2014 Plan restructuring liabilities, which are primarily recorded in other accrued expenses, during the six months ended June 30, 2015 , are as follows: Employee Severance and Termination Professional Fees, Office Closures and Other Total (In thousands) Restructuring liability, as of January 1, 2015 $ 15,152 $ 1,200 $ 16,352 Restructuring charge 657 — 657 Non-cash items (205 ) — (205 ) Cash paid (8,072 ) (1,200 ) (9,272 ) Foreign exchange rate changes (774 ) — (774 ) Restructuring liability, as of June 30, 2015 $ 6,758 $ — $ 6,758 Restructuring charges by segment are as follows: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Plan to Date Total Anticipated Charges (In thousands) North America $ — $ — $ 1,011 $ 1,011 International 426 426 18,257 18,400 Other — 25 339 339 Corporate 206 206 5,517 7,189 Total $ 632 $ 657 $ 25,124 $ 26,939 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 and fourth quarters of 2014, as well as the first and second quarters of 2015, 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, 2015 , are as follows: Office Closures (in thousands) Restructuring liability, as of January 1, 2015 $ 1,694 Restructuring charges 68 Cash paid (609 ) Foreign exchange rate changes (14 ) Restructuring liability, as of June 30, 2015 $ 1,139 Restructuring charges by segment are as follows: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Plan to Date (1) (In thousands) North America $ (6 ) $ (5 ) $ 1,697 International — — 8,851 Corporate (2) 38 73 3,469 Total $ 32 $ 68 $ 14,017 (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, 2015 | |
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, 2015 2014 2015 2014 (In thousands) Revenues: International $ 89,295 $ 109,830 $ 185,982 $ 224,811 North America 108,825 105,154 214,392 208,632 Other 833 567 1,621 1,221 Inter-segment (1,009 ) (905 ) (2,046 ) (2,007 ) Total revenues $ 197,944 $ 214,646 $ 399,949 $ 432,657 Operating income (loss) from continuing operations: International $ 5,225 $ 3,231 $ 11,638 $ 10,055 North America 10,387 9,109 20,383 17,581 Other 49 (4 ) 125 133 Corporate expenses (11,986 ) (13,173 ) (22,474 ) (21,675 ) Operating income (loss) from continuing operations before amortization and restructuring charges 3,675 (837 ) 9,672 6,094 Amortization of intangible assets (107 ) (67 ) (107 ) (67 ) Restructuring charges (675 ) (1,508 ) (736 ) (1,406 ) Total operating income (loss) from continuing operations $ 2,893 $ (2,412 ) $ 8,829 $ 4,621 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
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 represents a probable estimate of the loss. 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. Proceedings in the federal appellate courts concluded in January 2015 with the matter remanded back to state court. Based on information known to us, we have established a reserve that we believe represents a probable estimate of the loss. We are unable to predict the outcome of this litigation. A lawsuit titled Pennsylvania Turnpike Commission. v. Ciber, Inc., and Dennis Miller was filed in January 2015 in Pennsylvania state court against Ciber and a former employee. The complaint generally alleges breach of contract, negligent misrepresentation, violation of an anti-bid-rigging statute and procurement code, and conspiracy to commit fraud with and by Ciber’s own employee. These claims arise out of a project in 2004-2008 to implement a new finance and administrative system for the Pennsylvania Turnpike Commission (“PTC”). PTC alleges $38 million in damages. We believe the claims are without merit and Ciber is vigorously defending against these allegations. At this time, we are unable to predict the outcome of this litigation. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — 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 expected to be effective for annual periods beginning after December 15, 2017, 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, as well as which transition method we intend to use. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods beginning after December 15, 2016, and interim periods thereafter. Early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements. In January 2015, the FASB issued ASU No. 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items" ("ASU 2015-01"). This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not anticipate that this guidance will materially impact our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Specifically, ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, and affects the evaluation of fee arrangements in the primary beneficiary determination. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not anticipate that this guidance will materially impact our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. We do not anticipate that this guidance will materially impact our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, " Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-4)" which is meant to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. This update is effective for interim and annual periods beginning after December 15, 2015. 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 4, 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 ABL Facility 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. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 2014 2015 2014 (In thousands, except per share amounts) Numerator: Net income (loss) from continuing operations $ 1,151 $ (5,169 ) $ 5,369 $ (1,103 ) Net income (loss) attributable to noncontrolling interests (10 ) 10 (8 ) 15 Net income (loss) attributable to Ciber, Inc. from continuing operations 1,161 (5,179 ) 5,377 (1,118 ) Loss from discontinued operations, net of income tax (16 ) (288 ) (58 ) (430 ) Net income (loss) attributable to Ciber, Inc. $ 1,145 $ (5,467 ) $ 5,319 $ (1,548 ) Denominator: Basic weighted average shares outstanding 78,880 77,301 78,804 76,877 Dilutive effect of employee stock plans 921 — 866 — Diluted weighted average shares outstanding 79,801 77,301 79,670 76,877 Basic and diluted earnings (loss) per share attributable to Ciber, Inc.: Continuing operations $ 0.01 $ (0.07 ) $ 0.07 $ (0.01 ) Discontinued operations — — — (0.01 ) Basic and diluted earnings (loss) per share attributable to Ciber, Inc. $ 0.01 $ (0.07 ) $ 0.07 $ (0.02 ) Anti-dilutive securities omitted from the calculation 2,502 3,252 2,635 3,370 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 , were as follows: International North America Total (In thousands) Balance at January 1, 2015 $ 133,906 $ 133,681 $ 267,587 Effect of foreign exchange rate changes (6,293 ) — (6,293 ) Balance at June 30, 2015 $ 127,613 $ 133,681 $ 261,294 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) | The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Cross-currency option $ (84 ) $ — $ (84 ) $ — Foreign currency forward contracts (827 ) (27 ) 1,645 312 Total realized and unrealized gain (loss) on derivatives $ (911 ) $ (27 ) $ 1,561 $ 312 |
Schedule of Derivative Instruments | The following table summarizes our outstanding foreign currency forward contracts at June 30, 2015 : Currency Purchased Forward Currency Sold Forward Maturity Date NOK 29,400,000 EUR 3,369,666 7/31/2015 USD 13,100,000 EUR 11,750,987 7/31/2015 USD 1,300,000 GBP 826,656 7/31/2015 EUR 1,250,000 GBP 887,750 7/31/2015 AUD 2,000,000 EUR 1,381,884 7/31/2015 EUR 1,800,000 SEK 16,642,260 7/31/2015 INR 450,965,235 USD 7,050,000 7/31/2015 INR 178,245,750 EUR 2,500,000 7/31/2015 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 2014 2015 2014 (In thousands) Income (loss) from continuing operations before income taxes: U.S. $ 1,914 $ (3,137 ) $ 3,182 $ (1,089 ) Foreign 327 169 4,528 4,722 Total $ 2,241 $ (2,968 ) $ 7,710 $ 3,633 Income tax expense: U.S. $ 667 $ 1,025 $ 1,341 $ 2,051 Foreign 423 1,176 1,000 2,685 Total $ 1,090 $ 2,201 $ 2,341 $ 4,736 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
2014 Plan | |
Restructuring Charges | |
Schedule of changes in the restructuring liabilities, which are recorded in other accrued expenses | The changes in our 2014 Plan restructuring liabilities, which are primarily recorded in other accrued expenses, during the six months ended June 30, 2015 , are as follows: Employee Severance and Termination Professional Fees, Office Closures and Other Total (In thousands) Restructuring liability, as of January 1, 2015 $ 15,152 $ 1,200 $ 16,352 Restructuring charge 657 — 657 Non-cash items (205 ) — (205 ) Cash paid (8,072 ) (1,200 ) (9,272 ) Foreign exchange rate changes (774 ) — (774 ) Restructuring liability, as of June 30, 2015 $ 6,758 $ — $ 6,758 |
Schedule of restructuring charges by segment | Restructuring charges by segment are as follows: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Plan to Date Total Anticipated Charges (In thousands) North America $ — $ — $ 1,011 $ 1,011 International 426 426 18,257 18,400 Other — 25 339 339 Corporate 206 206 5,517 7,189 Total $ 632 $ 657 $ 25,124 $ 26,939 |
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, 2015 , are as follows: Office Closures (in thousands) Restructuring liability, as of January 1, 2015 $ 1,694 Restructuring charges 68 Cash paid (609 ) Foreign exchange rate changes (14 ) Restructuring liability, as of June 30, 2015 $ 1,139 |
Schedule of restructuring charges by segment | Restructuring charges by segment are as follows: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Plan to Date (1) (In thousands) North America $ (6 ) $ (5 ) $ 1,697 International — — 8,851 Corporate (2) 38 73 3,469 Total $ 32 $ 68 $ 14,017 (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, 2015 | |
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, 2015 2014 2015 2014 (In thousands) Revenues: International $ 89,295 $ 109,830 $ 185,982 $ 224,811 North America 108,825 105,154 214,392 208,632 Other 833 567 1,621 1,221 Inter-segment (1,009 ) (905 ) (2,046 ) (2,007 ) Total revenues $ 197,944 $ 214,646 $ 399,949 $ 432,657 Operating income (loss) from continuing operations: International $ 5,225 $ 3,231 $ 11,638 $ 10,055 North America 10,387 9,109 20,383 17,581 Other 49 (4 ) 125 133 Corporate expenses (11,986 ) (13,173 ) (22,474 ) (21,675 ) Operating income (loss) from continuing operations before amortization and restructuring charges 3,675 (837 ) 9,672 6,094 Amortization of intangible assets (107 ) (67 ) (107 ) (67 ) Restructuring charges (675 ) (1,508 ) (736 ) (1,406 ) Total operating income (loss) from continuing operations $ 2,893 $ (2,412 ) $ 8,829 $ 4,621 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | Jun. 24, 2015 | Jan. 26, 2015 | Jul. 02, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2015 | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Purchase of noncontrolling interest | $ 700 | $ 800 | $ 4,991 | $ 0 | |||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 7,300 | ||||||
Performance Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Performance Based Restricted Share Units | 69,558 | 79,761 | |||||
Common Class A [Member] | Performance Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Total Vesting Potential | 447,958 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Net income (loss) from continuing operations | $ 1,151 | $ (5,169) | $ 5,369 | $ (1,103) |
Net income (loss) attributable to noncontrolling interests | (10) | 10 | (8) | 15 |
Net income (loss) attributable to Ciber, Inc. from continuing operations | 1,161 | (5,179) | 5,377 | (1,118) |
Loss from discontinued operations, net of income tax | (16) | (288) | (58) | (430) |
NET EARNINGS (LOSS) ATTRIBUTABLE TO CIBER, INC. | $ 1,145 | $ (5,467) | $ 5,319 | $ (1,548) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 78,880 | 77,301 | 78,804 | 76,877 |
Dilutive effect of employee stock plans (in shares) | 921 | 0 | 866 | 0 |
Diluted weighted average shares outstanding (in shares) | 79,801 | 77,301 | 79,670 | 76,877 |
Continuing operations (in dollars per share) | $ 0.01 | $ (0.07) | $ 0.07 | $ (0.01) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Basic and diluted earnings (loss) per share attributable to Ciber, Inc. (in dollars per share) | $ 0.01 | $ (0.07) | $ 0.07 | $ (0.02) |
Anti-dilutive securities omitted from the calculation (in shares) | 2,502 | 3,252 | 2,635 | 3,370 |
Goodwill (Details)
Goodwill (Details) - Jun. 30, 2015 | Total |
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 | 30.00% |
International | |
Fair value assumptions | |
Weighted average cost of capital | 16.00% |
Enterprise value/EBITDA multiples | 8 |
Fair Value Inputs, Public Company Method | 13 |
Percentage of excess of fair value of goodwill over carrying value | 13.00% |
North America | |
Fair value assumptions | |
Weighted average cost of capital | 15.00% |
Enterprise value/EBITDA multiples | 6 |
Fair Value Inputs, Public Company Method | 8 |
Percentage of excess of fair value of goodwill over carrying value | 89.00% |
Carrying Amount of Goodwill (De
Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Changes in the carrying amount of goodwill | |
Balance at January 1, 2015 | $ 267,587 |
Effect of foreign exchange rate changes | (6,293) |
Balance at June 30, 2015 | 261,294 |
International | |
Changes in the carrying amount of goodwill | |
Balance at January 1, 2015 | 133,906 |
Effect of foreign exchange rate changes | (6,293) |
Balance at June 30, 2015 | 127,613 |
North America | |
Changes in the carrying amount of goodwill | |
Balance at January 1, 2015 | 133,681 |
Effect of foreign exchange rate changes | 0 |
Balance at June 30, 2015 | $ 133,681 |
Borrowings (Details)
Borrowings (Details) | Jun. 30, 2015USD ($) |
Borrowings | |
Foreign borrowings that were subject to the bank's dominion | $ 9,800,000 |
Revolving credit facilities | |
Borrowings | |
Maximum borrowing capacity | 60,000,000 |
Current borrowing base | 51,900,000 |
Amount outstanding | $ 30,700,000 |
Financial Instruments Realized
Financial Instruments Realized and unrealized gains (losses) (Details) - Not Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative [Line Items] | ||||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | $ (911) | $ (27) | $ 1,561 | $ 312 |
Cross Currency Interest Rate Contract [Member] | ||||
Derivative [Line Items] | ||||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | (84) | 0 | (84) | 0 |
Foreign Exchange Forward [Member] | ||||
Derivative [Line Items] | ||||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | $ (827) | $ (27) | $ 1,645 | $ 312 |
Financial Instruments Foreign c
Financial Instruments Foreign currency forward contracts (Details) - Not Designated as Hedging Instrument [Member] | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015GBP (£) | Jun. 30, 2015SEK | Jun. 30, 2015AUD | Jun. 30, 2015EUR (€) | Jun. 30, 2015INR (₨) | Jun. 30, 2015NOK | Jun. 30, 2015USD ($) | |
Derivative [Line Items] | |||||||||||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | $ | $ (911,000) | $ (27,000) | $ 1,561,000 | $ 312,000 | |||||||
Cross Currency Interest Rate Contract [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | $ | $ (84,000) | $ 0 | $ (84,000) | $ 0 | |||||||
Derivative, Notional Amount | € 12,000,000 | ||||||||||
Derivative, Forward Exchange Rate | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
EUR/NOK [Member] | Forward Contracts [Member] | Short [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | € 3,369,666 | ||||||||||
EUR/NOK [Member] | Forward Contracts [Member] | Long [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | NOK | NOK 29,400,000 | ||||||||||
EUR/USD 1 [Member] | Forward Contracts [Member] | Short [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | 11,750,987 | ||||||||||
EUR/USD 1 [Member] | Forward Contracts [Member] | Long [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | $ | $ 13,100,000 | ||||||||||
USD/GPB [Member] | Forward Contracts [Member] | Short [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | £ | £ 826,656 | ||||||||||
USD/GPB [Member] | Forward Contracts [Member] | Long [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | $ | 1,300,000 | ||||||||||
EUR/GBP [Member] | Forward Contracts [Member] | Short [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | £ | £ 887,750 | ||||||||||
EUR/GBP [Member] | Forward Contracts [Member] | Long [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | 1,250,000 | ||||||||||
EUR/AUD [Member] | Forward Contracts [Member] | Short [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | 1,381,884 | ||||||||||
EUR/AUD [Member] | Forward Contracts [Member] | Long [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | AUD | AUD 2,000,000 | ||||||||||
SEK/EUR [Member] | Forward Contracts [Member] | Short [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | SEK | SEK 16,642,260 | ||||||||||
SEK/EUR [Member] | Forward Contracts [Member] | Long [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | 1,800,000 | ||||||||||
USD/INR [Member] | Forward Contracts [Member] | Short [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | $ | $ 7,050,000 | ||||||||||
USD/INR [Member] | Forward Contracts [Member] | Long [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | ₨ | ₨ 450,965,235 | ||||||||||
EUR/INR [Member] | Forward Contracts [Member] | Short [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | € 2,500,000 | ||||||||||
EUR/INR [Member] | Forward Contracts [Member] | Long [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, Notional Amount | ₨ | ₨ 178,245,750 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income (loss) from continuing operations before income taxes: | ||||
U.S. | $ 1,914 | $ (3,137) | $ 3,182 | $ (1,089) |
Foreign | 327 | 169 | 4,528 | 4,722 |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 2,241 | (2,968) | 7,710 | 3,633 |
Income tax expense: | ||||
U.S. | 667 | 1,025 | 1,341 | 2,051 |
Foreign | 423 | 1,176 | 1,000 | 2,685 |
Total | $ 1,090 | $ 2,201 | $ 2,341 | $ 4,736 |
Minimum | ||||
Income Taxes | ||||
Statutory rate on foreign tax expense | 21.00% | |||
Maximum | ||||
Income Taxes | ||||
Statutory rate on foreign tax expense | 35.00% |
Restructuring Charges (Details)
Restructuring Charges (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)employee | Jun. 30, 2014USD ($) | ||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring charge (credit) | $ 675 | $ 1,508 | $ 736 | $ 1,406 | |
2014 Plan | |||||
Restructuring Charges | |||||
Expected number of employees to be impacted by the restructuring | employee | 280 | ||||
Expected restructuring charges | 26,939 | $ 26,939 | |||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring liability, as of January 1, 2015 | 16,352 | ||||
Restructuring charge (credit) | 632 | 657 | |||
Non-cash items | (205) | ||||
Cash paid | (9,272) | ||||
Foreign exchange rate changes | (774) | ||||
Restructuring liability, as of June 30, 2015 | 6,758 | 6,758 | |||
Restructuring charges, incurred to date | 25,124 | 25,124 | |||
2014 Plan | North America | |||||
Restructuring Charges | |||||
Expected restructuring charges | 1,011 | 1,011 | |||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring charge (credit) | 0 | 0 | |||
Restructuring charges, incurred to date | 1,011 | 1,011 | |||
2014 Plan | International | |||||
Restructuring Charges | |||||
Expected restructuring charges | 18,400 | 18,400 | |||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring charge (credit) | 426 | 426 | |||
Restructuring charges, incurred to date | 18,257 | 18,257 | |||
2014 Plan | Other | |||||
Restructuring Charges | |||||
Expected restructuring charges | 339 | 339 | |||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring charge (credit) | 0 | 25 | |||
Restructuring charges, incurred to date | 339 | 339 | |||
2014 Plan | Corporate | |||||
Restructuring Charges | |||||
Expected restructuring charges | 7,189 | 7,189 | |||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring charge (credit) | 206 | 206 | |||
Restructuring charges, incurred to date | 5,517 | 5,517 | |||
2014 Plan | Employee Severance and Termination | |||||
Restructuring Charges | |||||
Expected restructuring charges | 20,000 | 20,000 | |||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring liability, as of January 1, 2015 | 15,152 | ||||
Restructuring charge (credit) | 657 | ||||
Non-cash items | (205) | ||||
Cash paid | (8,072) | ||||
Foreign exchange rate changes | (774) | ||||
Restructuring liability, as of June 30, 2015 | 6,758 | 6,758 | |||
2014 Plan | Professional Fees, Office Closures and Other | |||||
Restructuring Charges | |||||
Expected restructuring charges | 7,000 | 7,000 | |||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring liability, as of January 1, 2015 | 1,200 | ||||
Restructuring charge (credit) | 0 | ||||
Non-cash items | 0 | ||||
Cash paid | (1,200) | ||||
Foreign exchange rate changes | 0 | ||||
Restructuring liability, as of June 30, 2015 | 0 | 0 | |||
2012 Plan | |||||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring charge (credit) | 32 | 68 | |||
Restructuring charges, incurred to date | [1] | 14,017 | 14,017 | ||
2012 Plan | North America | |||||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring charge (credit) | (6) | (5) | |||
Restructuring charges, incurred to date | [1] | 1,697 | 1,697 | ||
2012 Plan | International | |||||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring charge (credit) | 0 | 0 | |||
Restructuring charges, incurred to date | [1] | 8,851 | 8,851 | ||
2012 Plan | Corporate | |||||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring charge (credit) | [2] | 38 | 73 | ||
Restructuring charges, incurred to date | [1],[2] | 3,469 | 3,469 | ||
2012 Plan | Office Closures | |||||
Changes in restructuring liabilities, recorded in other accrued expenses | |||||
Restructuring liability, as of January 1, 2015 | 1,694 | ||||
Restructuring charge (credit) | 68 | ||||
Cash paid | (609) | ||||
Foreign exchange rate changes | (14) | ||||
Restructuring liability, as of June 30, 2015 | $ 1,139 | $ 1,139 | |||
[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 ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Information | ||||
Total revenues | $ 197,944 | $ 214,646 | $ 399,949 | $ 432,657 |
Operating income (loss) from continuing operations before amortization and restructuring charges | 3,675 | (837) | 9,672 | 6,094 |
Amortization of intangible assets | (107) | (67) | (107) | (67) |
Restructuring charges | (675) | (1,508) | (736) | (1,406) |
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS | 2,893 | (2,412) | 8,829 | 4,621 |
Operating segment | International | ||||
Segment Information | ||||
Total revenues | 89,295 | 109,830 | 185,982 | 224,811 |
Operating income (loss) from continuing operations before amortization and restructuring charges | 5,225 | 3,231 | 11,638 | 10,055 |
Operating segment | North America | ||||
Segment Information | ||||
Total revenues | 108,825 | 105,154 | 214,392 | 208,632 |
Operating income (loss) from continuing operations before amortization and restructuring charges | 10,387 | 9,109 | 20,383 | 17,581 |
Operating segment | Other | ||||
Segment Information | ||||
Total revenues | 833 | 567 | 1,621 | 1,221 |
Operating income (loss) from continuing operations before amortization and restructuring charges | 49 | (4) | 125 | 133 |
Inter-segment | ||||
Segment Information | ||||
Total revenues | (1,009) | (905) | (2,046) | (2,007) |
Corporate expenses | ||||
Segment Information | ||||
Operating income (loss) from continuing operations before amortization and restructuring charges | (11,986) | (13,173) | (22,474) | (21,675) |
Segment reconciling items | ||||
Segment Information | ||||
Amortization of intangible assets | (107) | (67) | (107) | (67) |
Restructuring charges | $ (675) | $ (1,508) | $ (736) | $ (1,406) |
Contingencies Contingencies (De
Contingencies Contingencies (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Pennsylvania Turnpike Commission. v. Ciber, Inc. [Member] | Pending Litigation [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | $ 38 |