Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
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, 2016 | |
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 | 81,215,452 | |
Document Fiscal Year Focus | 2,016 | |
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, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
REVENUES | ||||
Consulting services | $ 156,220 | $ 187,246 | $ 322,458 | $ 378,300 |
Other revenue | 9,692 | 10,698 | 18,505 | 21,649 |
Total revenues | 165,912 | 197,944 | 340,963 | 399,949 |
OPERATING EXPENSES | ||||
Cost of consulting services | 126,437 | 140,621 | 255,880 | 284,416 |
Cost of other revenue | 5,453 | 5,618 | 10,317 | 12,113 |
Selling, general and administrative | 55,908 | 48,030 | 105,131 | 93,748 |
Goodwill Impairment | 29,560 | 0 | 115,483 | 0 |
Amortization of intangible assets | 1,433 | 107 | 2,026 | 107 |
Restructuring charges | 394 | 675 | 739 | 736 |
Total operating expenses | 219,185 | 195,051 | 489,576 | 391,120 |
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS | (53,273) | 2,893 | (148,613) | 8,829 |
Gain on sale of assets | 6,930 | 0 | 6,930 | 0 |
Interest expense | (703) | (427) | (1,247) | (741) |
Other expense, net | (637) | (225) | (769) | (378) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (47,683) | 2,241 | (143,699) | 7,710 |
Income tax expense | 4,039 | 1,090 | 4,987 | 2,341 |
INCOME (LOSS) FROM CONTINUING OPERATIONS | (51,722) | 1,151 | (148,686) | 5,369 |
Gain (loss) from discontinued operations, net of income tax | 384 | (16) | 348 | (58) |
CONSOLIDATED NET INCOME (LOSS) | (51,338) | 1,135 | (148,338) | 5,311 |
Net income (loss) attributable to noncontrolling interests | 15 | (10) | 35 | (8) |
NET EARNINGS (LOSS) ATTRIBUTABLE TO CIBER, INC. | $ (51,353) | $ 1,145 | $ (148,373) | $ 5,319 |
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.: | ||||
Continuing operations (in dollars per share) | $ (0.64) | $ 0.01 | $ (1.85) | $ 0.07 |
Discontinued operations (in dollars per share) | 0 | 0 | 0.01 | 0 |
Basic and diluted earnings (loss) per share attributable to Ciber, Inc. (in dollars per share) | $ (0.64) | $ 0.01 | $ (1.84) | $ 0.07 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 80,666 | 78,880 | 80,576 | 78,804 |
Diluted (in shares) | 80,666 | 79,801 | 80,576 | 79,670 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated net income (loss) | $ (51,338) | $ 1,135 | $ (148,338) | $ 5,311 |
Foreign currency translation adjustments-gain (loss) | (595) | 5,491 | 3,963 | (7,586) |
Comprehensive income (loss) | (51,933) | 6,626 | (144,375) | (2,275) |
Comprehensive income (loss) attributable to noncontrolling interests | 15 | (10) | 35 | (8) |
Comprehensive income (loss) attributable to Ciber, Inc. | $ (51,948) | $ 6,636 | $ (144,410) | $ (2,267) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 11,288 | $ 20,404 |
Restricted cash | 2,500 | 0 |
Accounts receivable, net of allowances of $4,501 and $2,130, respectively | 141,743 | 169,501 |
Prepaid expenses and other current assets | 36,948 | 26,340 |
Total current assets | 192,479 | 216,245 |
Property and equipment, net of accumulated depreciation of $32,896 and $37,849, respectively | 20,452 | 22,447 |
Goodwill | 133,681 | 256,736 |
Intangibles, net | 3,553 | 1,544 |
Other assets | 7,255 | 5,299 |
TOTAL ASSETS | 357,420 | 502,271 |
Current liabilities: | ||
Current portion of long-term debt | 40,285 | 0 |
Accounts payable | 24,306 | 34,980 |
Accrued compensation and related liabilities | 33,573 | 31,152 |
Deferred revenue | 10,226 | 14,238 |
Income taxes payable | 123 | 575 |
Other accrued expenses and liabilities | 23,422 | 29,384 |
Total current liabilities | 131,935 | 110,329 |
Long-term debt | 0 | 32,680 |
Deferred income taxes | 32,085 | 30,571 |
Other long-term liabilities | 14,404 | 8,794 |
Total liabilities | 178,424 | 182,374 |
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, 80,924 and 80,057 shares issued, respectively | 809 | 801 |
Treasury stock, at cost, 29 and 32 shares, respectively | (45) | (113) |
Additional paid-in capital | 373,321 | 369,228 |
Accumulated deficit | (166,971) | (17,903) |
Accumulated other comprehensive loss | (28,739) | (32,702) |
Total Ciber, Inc. shareholders' equity | 178,375 | 319,311 |
Noncontrolling interests | 621 | 586 |
Total equity | 178,996 | 319,897 |
TOTAL LIABILITIES AND EQUITY | $ 357,420 | $ 502,271 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances (in dollars) | $ 4,501 | $ 2,130 |
Property and equipment, accumulated depreciation (in dollars) | $ 32,896 | $ 37,849 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 80,924,000 | 80,057,000 |
Treasury stock, shares (in shares) | 29,000 | 32,000 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity - 6 months ended Jun. 30, 2016 - 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, 2015 | 80,057 | (32) | ||||||
BALANCES at Dec. 31, 2015 | $ 319,897 | $ 319,311 | $ 801 | $ (113) | $ 369,228 | $ (17,903) | $ (32,702) | $ 586 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Consolidated net income | (148,338) | (148,373) | (148,373) | 35 | ||||
Foreign currency translation | 3,963 | 3,963 | 3,963 | 0 | ||||
Shares issued under employee share plans, net (in shares) | 867 | 3 | ||||||
Shares issued under employee share plans, net | (292) | (292) | $ 8 | $ 68 | 327 | (695) | ||
Share-based compensation | 3,766 | 3,766 | 3,766 | |||||
BALANCES (in shares) at Jun. 30, 2016 | 80,924 | (29) | ||||||
BALANCES at Jun. 30, 2016 | $ 178,996 | $ 178,375 | $ 809 | $ (45) | $ 373,321 | $ (166,971) | $ (28,739) | $ 621 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Consolidated net income (loss) | $ (148,338) | $ 5,311 |
Adjustments to reconcile consolidated net income (loss) to net cash used in operating activities: | ||
(Gain) loss from discontinued operations | (348) | 58 |
Goodwill Impairment | 115,483 | 0 |
Gain on sale of assets | (6,930) | 0 |
Depreciation | 3,170 | 2,715 |
Amortization of intangible assets | 2,026 | 107 |
Deferred income tax expense | 1,520 | 2,172 |
Provision for doubtful receivables | 2,667 | 373 |
Share-based compensation expense | 3,766 | 3,927 |
Amortization of debt costs | 379 | 285 |
Other, net | 163 | 1,154 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 12,145 | (18,462) |
Other current and long-term assets | (9,597) | (8,309) |
Accounts payable | (8,233) | (4,337) |
Accrued compensation and related liabilities | 3,001 | (20,828) |
Other current and long-term liabilities | (6,059) | (3,061) |
Income taxes payable/refundable | (321) | 1,802 |
Cash used in operating activities — continuing operations | (35,506) | (37,093) |
Cash used in operating activities — discontinued operations | (175) | (222) |
Cash used in operating activities | (35,681) | (37,315) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of assets | 20,000 | 0 |
Proceeds from sale of assets-restricted cash | 5,000 | 0 |
Purchases of property and equipment, net | (8,301) | (3,621) |
Cash provided by (used in) investing activities — continuing operations | 16,699 | (3,621) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings on debt | 146,438 | 196,009 |
Payments on debt | (139,005) | (176,734) |
Employee stock purchases and options exercised | 334 | 999 |
Purchase of shares for employee tax withholdings | (626) | (799) |
Purchase of noncontrolling interest | 0 | (4,991) |
Purchase of treasury stock | 0 | (1,665) |
Cash provided by financing activities — continuing operations | 7,141 | 12,819 |
Effect of foreign exchange rate changes on cash and cash equivalents | 2,725 | (117) |
Net decrease in cash and cash equivalents | (9,116) | (28,234) |
Cash and cash equivalents, beginning of period | 20,404 | 45,858 |
Cash and cash equivalents, end of period | $ 11,288 | $ 17,624 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Consolidated Financial Statements include the accounts of Ciber, Inc. and its wholly-owned subsidiaries (together, “Ciber,” “the Company,” “we,” “our,” or “us”) and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Annual Report on Form 10-K for the year ended December 31, 2015 . Management believes the accompanying unaudited Consolidated Financial Statements reflect all adjustments, including normal recurring items and restructuring and other items, considered necessary for a fair statement of results for the interim periods presented. The results of operations for the six months ended June 30, 2016 are not necessarily indicative of the results of operations for the full fiscal year. As fully explained in Note 5, due to the balance available for borrowing under our Asset Based Lending Facility (“ABL Facility”) falling below $15 million during the three and six months ended June 30, 2016, we became subject to certain covenants including a Fixed Charge Coverage Ratio. We were not in compliance with the Fixed Charge Coverage Ratio covenant during the first quarter 2016 and subsequently. The amount due under the ABL Facility is classified as a current liability in our balance sheet at June 30, 2016 as a result of this non-compliance, due to the fact that our lender has the right to accelerate the indebtedness making it due and payable immediately. Additionally, the maturity date of the ABL Facility is May 7, 2017, therefore requiring classification as a current liability. Our lender has not requested full payment of the facility, but if such action occurred, the Company believes it may not be able to immediately pay the amount due upon request. Further, due to the default, the Company’s ability to draw additional amounts from the ABL Facility could be limited. Management is currently seeking a covenant waiver and actively engaging with Wells Fargo. Management evaluated its working capital, cash flows, operating, investing and transactional forecasts and currently believes, based on this evaluation, the Company can continue to operate for the foreseeable future, although this cannot be assured. Additionally, as a normal course of business or as a result the debt being called, we may take further actions that include, but are not limited to, obtaining a covenant waiver or modification, restructuring, divesting certain assets and business units, cost reductions, refinancing, and obtaining new debt or equity financing. The financial statements are prepared on a basis that the Company will continue as a going concern. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 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. In March, April, and May 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations" ("ASU 2016-08"), ASU No. 2016-10 "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ("ASU 2016-10"), and ASU No. 2016-12 "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" ("ASU 2016-12"), respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2018, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use. 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 ASU 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 ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02") which is intended to increase transparency and comparability among organizations by recognizing all lease transactions with terms in excess of 12 months on the balance sheet as a lease liability and a right-of-use asset. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. This standard is to be applied with a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements. Adopted Accounting Pronouncements 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 and we have elected to adopt the guidance prospectively. The adoption of this guidance did not have an impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which involves accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The adoption of this guidance did not have an impact on our consolidated financial statements. Stock and Other Compensation On January 26, 2015, June 24, 2015, July 1, 2015 and August 10, 2015, we granted 79,761 , 69,558 , 47,550 and 5,000 Performance Based Restricted Share Units ("PRSUs"), respectively, to our executives. On January 1, 2016, we granted 201,868 PRSUs 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 481,569 shares of common stock to vest under these grants if maximum performance targets are achieved. There were no shares that vested and 77,692 shares forfeited during 2016. In connection with the payment of cash bonuses to certain of the Company’s employees, on June 29, 2016, the Company erroneously initiated the payment of $760,000 and $100,000 , respectively, to our Chief Executive Officer, Michael Boustridge, and to our Chief Financial Officer, Christian Mezger. The Compensation Committee subsequently determined that these bonus payments to our our Chief Executive Officer and Chief Financial Officer were not duly authorized by the Compensation Committee, as required by its charter and NYSE rules, due to miscommunication at the committee level. The Compensation Committee requested that these amounts be repaid, and Messrs. Boustridge and Mezger have agreed to make such repayment. Fair Value Authoritative guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Authoritative guidance also establishes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: • Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. • Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. The Company estimates the fair value of each foreign exchange forward contract by using a present value of expected cash flows model. This model calculates the difference between the current market forward price and the contracted forward price for each foreign exchange contract and applies the difference in the rates to each outstanding contract. Valuations for all derivatives fall within Level 2 of the GAAP valuation hierarchy. Derivatives may give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts that are favorable to us. The Company has limited its credit risk by entering into derivative transactions only with highly-rated global financial institutions, limiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which the Company does business. The carrying value of the outstanding borrowings under the Company's 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 ABL Facility are considered to be Level 2 of the GAAP Valuation hierarchy. |
Divestiture
Divestiture | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture | Divestiture Ciber Nederland B.V. On June 16, 2016 ("the Closing Date"), the Company completed a nonstrategic sale of certain assets and liabilities ("the Netherlands Sale") of Ciber Nederland, B.V. ("Ciber Nederland"), which has been reported as a part of the Company's International segment, for a cash purchase price of $25.0 million ("the Purchase Price"). The Purchase Price includes $5.0 million to be held in escrow ("the Escrow Amount") to be released in equal parts at 12 and 18 months from the Closing Date. The current portion of the Escrow Amount is $2.5 million and is recorded on the Consolidated Balance Sheets as Restricted cash. The long-term restricted portion of the Escrow Amount is $2.5 million and is recorded on the Consolidated Balance Sheets as Other assets. Subsequent to quarter end, the Purchase Price was adjusted by $3.9 million for working capital, resulting in proceeds of $28.9 million . The purchase price also is subject to a purchase price adjustment six months after closing with respect to the retention of certain Ciber Nederland customers, which adjustment is capped at the Escrow Amount. Until the resolution of contingencies, the $5.0 million in escrow has been excluded from estimated gain calculations. The gain on the sale of assets was $6.9 million for the six months ended June 30, 2016 and will be adjusted after resolution of contingencies in the purchase price, allowing for the potential release of amounts in escrow. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 2015 2016 2015 (In thousands, except per share amounts) Numerator: Net income (loss) from continuing operations $ (51,722 ) $ 1,151 $ (148,686 ) $ 5,369 Net income (loss) attributable to noncontrolling interests 15 (10 ) 35 (8 ) Net income (loss) attributable to Ciber, Inc. from continuing operations (51,737 ) 1,161 (148,721 ) 5,377 Gain (loss) from discontinued operations, net of income tax 384 (16 ) 348 (58 ) Net income (loss) attributable to Ciber, Inc. $ (51,353 ) $ 1,145 $ (148,373 ) $ 5,319 Denominator: Basic weighted average shares outstanding 80,666 78,880 80,576 78,804 Dilutive effect of employee stock plans — 921 — 866 Diluted weighted average shares outstanding 80,666 79,801 80,576 79,670 Basic and diluted earnings (loss) per share attributable to Ciber, Inc.: Continuing operations $ (0.64 ) $ 0.01 $ (1.85 ) $ 0.07 Discontinued operations — — 0.01 — Basic and diluted earnings (loss) per share attributable to Ciber, Inc. $ (0.64 ) $ 0.01 $ (1.84 ) $ 0.07 Anti-dilutive securities omitted from the calculation 4,293 2,502 4,213 2,635 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, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Second Quarter 2016 The Company performed its annual impairment analysis, which is required as of June 30 each year. In addition, during the second quarter of 2016 the Company observed another sustained decrease in the stock price and lower than expected earnings, as well as the completion of the Netherlands Sale, thereby providing potential indicators of goodwill impairment. As a result, the Company initiated an impairment test in the three months ended June 30, 2016 . We compared the carrying values of our International and North America reporting units to their estimated fair values at June 30, 2016 . 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 current estimate of minimum long-term growth in Information Technology ("IT") spending. The income approach valuations also included each reporting unit’s estimated weighted average cost of capital, which were 17% and 13% for International and North America, respectively. The income approach was weighted as 75% and 50% of the fair value of the International and North America reporting units, 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 unit, the Company used enterprise value/EBITDA multiples of approximately 3 and 6 using the guideline public company method. The difference in the enterprise value/EBITDA multiples used in the International and North America segments is due to under performance during 2016 in the International segment compared to its peers. For the International reporting unit, a revenue multiple was also utilized to determine the fair value using the guideline public company method. The Company used an enterprise value/EBITDA multiple of approximately 7 for the North America reporting unit using the guideline transaction method. The market approach was weighted as 25% and 50% of the fair value of the International and North America reporting units, respectively. 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. Upon completing step one of the impairment test for each reporting unit, the Company determined that the fair value of the North America reporting unit was greater than the carrying value by approximately 25% . It was determined that the fair value of International reporting unit was less than the carrying value by approximately 25% , thus indicating potential impairment and requiring step two analysis. The Company performed the second step of the goodwill test to determine the implied fair value of goodwill for the International reporting unit. The estimated implied fair value of goodwill was determined in a consistent manner utilized to estimate the amount of goodwill recognized in a business combination. As a result, we calculated the estimated fair value of certain non-recorded assets, including customer relationships, trade name and workforce. The implied fair value of goodwill was measured as the excess of the estimated fair value of the reporting unit over the amounts assigned to its assets and liabilities. The impairment loss for the reporting unit was measured by the amount that the carrying value of goodwill exceeded the implied fair value of the goodwill. Based on this assessment using reasonable estimates for the theoretical purchase price allocation, we recognized a impairment charge of $29.6 million in the three months ended June 30, 2016, resulting in no remaining goodwill in the International segment. The impairment charge in our International reporting unit is primarily a result of the Netherlands Sale, decreased operating performance of the reporting unit, including a lag in new sales and our inability to achieve additional operational efficiencies. First Quarter 2016 During the first quarter of 2016, the Company observed a sustained decrease in the stock price and lower than expected earnings during the three months ended March 31, 2016, thereby providing a potential indicator of goodwill impairment. As a result, the Company initiated an impairment test in the three months ended March 31, 2016. We compared the carrying values of our International and North America reporting units to their estimated fair values at March 31, 2016. 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 current 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 17% and 14% 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 5 and 6 , respectively, under the market approach using the guideline public company method and approximately 7 and 7 , 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. Upon completing step one of the impairment test for each reporting unit, the Company determined that the fair value of the North America reporting unit was greater than the carrying value by approximately 30% . It was determined that the fair value of International reporting unit was less than the carrying value by approximately 30% , thus indicating potential impairment and requiring step two analysis. The Company performed the second step of the goodwill test to determine the implied fair value of goodwill for the International reporting unit. The estimated implied fair value of goodwill, with respect to March 31, 2016, was determined in a consistent manner utilized to estimate the amount of goodwill recognized in a business combination. As a result, we calculated the estimated fair value of certain non-recorded assets, including customer relationships, trade name and workforce. The implied fair value of goodwill was measured as the excess of the estimated fair value of the reporting unit over the amounts assigned to its assets and liabilities. The impairment loss for the reporting unit was measured by the amount that the carrying value of goodwill exceeded the implied fair value of the goodwill. Based on this assessment using reasonable estimates for the theoretical purchase price allocation, we recognized an impairment charge of $85.9 million in the three months ended March 31, 2016, which represented 69% of the goodwill of the International reporting unit prior to the impairment charge. The impairment charge in our International reporting unit was primarily a result of the decreased operating performance of the reporting unit, including a lag in new sales and our inability to achieve operational efficiencies. 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, 2016 , were as follows: International North America Total (In thousands) Balance at January 1, 2016 $ 123,055 $ 133,681 $ 256,736 Goodwill Impairment (115,483 ) — (115,483 ) Sale of assets (8,620 ) — (8,620 ) Effect of foreign exchange rate changes 1,048 — 1,048 Balance at June 30, 2016 $ — $ 133,681 $ 133,681 |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The Company has an ABL Facility of up to $54 million with Wells Fargo Bank, N.A ("Wells Fargo"). 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 $46.9 million at June 30, 2016 . The ABL Facility provides for borrowings in the United States, the United Kingdom and Germany and matures on May 7, 2017. As of June 30, 2016 , the Company had $40.7 million outstanding under the ABL Facility. The Company expects borrowings to fluctuate based on working capital needs. The Company's obligations under the ABL Facility are guaranteed by the Company and are secured by substantially all of the Company's U.S., the Netherlands, United Kingdom, and German assets. The ABL Facility includes a number of business covenants, including customary limitations on, among other things, indebtedness, liens, investments, guarantees, mergers, dispositions, acquisitions, liquidations, dissolutions, issuances of securities, payments of dividends, loans and advances, and transactions with affiliates. On June 16, 2016, we amended our ABL Facility with Wells Fargo Bank, N.A. in connection with Wells Fargo's consent to the Netherlands Sale. As a result of this amendment and the sale of assets in the Netherlands Sale, the maximum borrowing base under the ABL Facility was reduced from $60 million to $54 million . The ABL Facility can be prepaid in whole or in part at any time. The ABL Facility must be repaid to the extent that any borrowings exceed the maximum availability allowed under the ABL Facility. The Company is required to be in compliance with a minimum trailing 12-month fixed charge coverage ratio of consolidated EBITDA (as defined in the ABL Facility) to consolidated fixed charges of 1.1/1.0 (the "Fixed Charge Coverage Ratio") if (i) an event of default has occurred and is continuing, (ii) Ciber fails to maintain excess availability of at least the greater of (i) $15 million or (ii) an amount equal to 25% of the aggregate amount of the commitments at any time. The Company must then continue to comply with the minimum trailing 12-month fixed charge coverage ratio until (1) no event of default is continuing and (2) excess availability has equaled or exceeded the greater of (a) $15 million or (b) an amount equal to 25% of the aggregate amount of the commitments for 30 consecutive days. Due to the balance available for borrowing falling below $15 million during the six months ended June 30, 2016, the Company became subject to the Fixed Charge Coverage Ratio and the Company was not in compliance with the Fixed Charge Coverage Ratio during the first quarter of 2016 and subsequently. Due to the default in the Fixed Charge Coverage Ratio during the first quarter of 2016 and subsequently, the lender has the right to declare all outstanding debt under the ABL Facility immediately due and payable. The amount due under the ABL Facility is classified as a current liability in our balance sheet at June 30, 2016 as a result of this non-compliance. Additionally, the maturity date of the ABL Facility is May 7, 2017, therefore requiring classification as a current liability. The Company's lender has not requested full payment of the facility, but if such action occurred, the Company believes it may not be able to immediately pay the amount due upon request. Further, due to the default, the Company’s ability to draw additional amounts from the ABL Facility could be limited. Management is currently seeking a covenant waiver and actively engaging with Wells Fargo. Management evaluated its working capital, cash flows, operating, investing and transactional forecasts and currently believes, based on this evaluation that the Company can continue to operate for the foreseeable future, although this cannot be assured. There can be no assurance that we will achieve or be in compliance with these bank covenants until operating cash flow improves. Additionally, as a normal course of business or as a result of the debt being called, the Company may take further actions that include, but are not limited to, obtaining a covenant waiver or modification, restructuring, divesting certain assets and business units, cost reductions, refinancing, and obtaining new debt or equity financing. Management believes that other sources of credit or financing might be available to the Company. However, it cannot predict at this time what types of credit or financing might be available in the future, if any. The Company can also not predict whether the costs of such credit or financing, or the terms of any new amended or new facility, would be materially less favorable to the Company. The ABL Facility also contains certain requirements relating to perfection of security interests of the Loan Parties (as defined in the ABL Facility), as well as an affirmative solvency (as defined in the ABL Facility) representation applicable as of the date of the making of any Revolving Loan (as defined in the ABL Facility) or any other extension of credit. During the six months ended June 30, 2016, Wells Fargo notified us that it had become subject to, and waived an event of default relating to an additional perfection notice requirement that had become applicable to the German borrowers, which we began to comply with in March 2016 and this requirement continues to be applicable to us. In May 2016, Wells Fargo notified us that we were not in compliance with a similar perfection notice requirement applicable to the Dutch borrowers that was applicable to us during the six months ended June 30, 2016. We currently are working with Wells Fargo to cure this non-compliance. In addition, the ABL Facility includes ongoing representations including solvency of the Company. Based on the ABL Facility definition of solvency, which includes the ability to pay amounts due on the prescribed invoice due dates, the Company may have breached the solvency representation during the six months ended June 30, 2016, and may be in breach of that representation at the time of each subsequent borrowing under the ABL Facility. This may limit future borrowings under the ABL Facility. The ABL Facility provides that Wells Fargo Bank would take dominion over the Company's U.S. cash and cash receipts and would automatically apply such amounts to the ABL Facility on a daily basis if (a) an event of default has occurred and is continuing or (b) Ciber fails to maintain excess availability of at least the greater of (i) $10 million or (ii) an amount equal to 16 2/3% of the aggregate amount of the commitments at any time. During such times as was applicable during the six months ended June 30, 2016, and subsequently, Wells Fargo had the ability to exercise dominion over the Company's U.S. cash and cash receipts. During the second quarter of 2016, Wells Fargo began to exercise its right to apply the Company's U.S. cash and cash receipts to the ABL Facility. Wells Fargo will continue to have dominion over the Company's U.S. cash and cash receipts until (a) no event of default is continuing and (b) excess availability has equaled or exceeded the greater of (i) $10 million or (ii) an amount equal to 16 2/3% of the aggregate amount of the commitments under the ABL Facility for 30 consecutive days. In addition, at all times during the term of the ABL Facility, Wells Fargo would have dominion over the cash of the United Kingdom, Dutch, and German borrowers when a balance is outstanding to those entities and would automatically apply such amounts to the ABL Facility on a daily basis. As a result, if the Company has any outstanding borrowings that are subject to the bank's dominion, such amounts would be classified as a current liability on the Consolidated Balance Sheet. At June 30, 2016 , we had $3.5 million and $37.2 million of foreign and US borrowings, respectively, 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, 2016 | |
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 three and six months of 2016 and 2015 , we entered into various foreign currency forwards and a cross-currency option related to intercompany transactions denominated in a foreign currency. These forwards 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, 2016 2015 2016 2015 (In thousands) Cross-currency option $ — $ (84 ) $ — $ (84 ) Foreign currency forward contracts $ 272 $ (827 ) 441 1,645 Total realized and unrealized gain (loss) on derivatives $ 272 $ (911 ) $ 441 $ 1,561 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, 2016 : Currency Purchased Forward Currency Sold Forward Maturity Date NOK 41,200,000 EUR 4,473,253 7/29/2016 EUR 747,004 USD 1,000,000 7/29/2016 EUR 11,100,000 GBP 8,661,110 7/29/2016 EUR 1,300,000 SEK 12,067,120 7/29/2016 INR 229,614,910 USD 3,400,000 7/29/2016 INR 334,635,755 EUR 4,450,000 7/29/2016 GBP 1,382,896 USD 2,100,000 7/29/2016 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 2015 2016 2015 (In thousands) Income (loss) from continuing operations before income taxes: U.S. $ (12,559 ) $ 1,914 $ (19,069 ) $ 3,182 Foreign (35,124 ) 327 (124,630 ) 4,528 Total $ (47,683 ) $ 2,241 $ (143,699 ) $ 7,710 Income tax expense: U.S. $ 541 $ 667 $ 1,153 $ 1,341 Foreign 3,498 423 3,834 1,000 Total $ 4,039 $ 1,090 $ 4,987 $ 2,341 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 19% to 34% . The foreign losses did not create the expected tax benefit as a result of the current mix of income and losses across jurisdictions, with income being earned in jurisdictions where taxes are paid, and losses being generated in jurisdictions that have a full valuation allowance recorded against them. Additionally, we have recorded significant goodwill impairment charges that do not result in a tax benefit at the local country level. Due to the Netherlands Sale during the second quarter of 2016, the Company recognized $3.0 million in tax expense. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2016 | |
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 was completed in the third quarter of 2015. The 2014 Plan impacted approximately 290 people. The total amount of the restructuring charges for the 2014 Plan was approximately $27 million , substantially all of which was settled in cash. The total estimated restructuring expenses included 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, 2016, are as follows: Employee Severance and Termination Professional Fees, Office Closures and Other Total (In thousands) Restructuring liability, as of January 1, 2016 $ 1,791 $ 990 $ 2,781 Cash paid (1,660 ) — (1,660 ) Foreign exchange rate changes 40 — 40 Restructuring liability, as of June 30, 2016 $ 171 $ 990 $ 1,161 For the three and six months ended June 30, 2016, the Company recognized employee severance and related benefits of $0.1 million and $0.5 million , respectively. These costs represent additional restructuring activities outside of the original restructuring plans. As of June 30, 2016 and December 31, 2015, additional restructuring liabilities of $0.7 million were included in other accrued expenses. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 2015 2016 2015 (In thousands) Revenues: International $ 71,033 $ 89,295 $ 146,997 $ 185,982 North America 95,095 108,825 194,680 214,392 Other 789 833 1,553 1,621 Inter-segment (1,005 ) (1,009 ) (2,267 ) (2,046 ) Total revenues $ 165,912 $ 197,944 $ 340,963 $ 399,949 Operating income (loss) from continuing operations: International $ (9,073 ) $ 5,225 $ (10,109 ) $ 11,638 North America 895 10,387 7,439 20,383 Other 49 49 174 125 Corporate expenses (13,757 ) (11,986 ) (27,869 ) (22,474 ) Operating income (loss) from continuing operations before goodwill impairment, gain on sale, amortization and restructuring charges (21,886 ) 3,675 (30,365 ) 9,672 Goodwill impairment (29,560 ) — (115,483 ) — Amortization of intangible assets (1,433 ) (107 ) (2,026 ) (107 ) Restructuring charges (394 ) (675 ) (739 ) (736 ) Total operating income (loss) from continuing operations $ (53,273 ) $ 2,893 $ (148,613 ) $ 8,829 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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, 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. Proceedings in the federal appellate courts concluded in January 2015 with the matter remanded back to state court. Ciber is vigorously defending the allegations. 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. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements and Adopted Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 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. In March, April, and May 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations" ("ASU 2016-08"), ASU No. 2016-10 "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ("ASU 2016-10"), and ASU No. 2016-12 "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" ("ASU 2016-12"), respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2018, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use. 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 ASU 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 ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02") which is intended to increase transparency and comparability among organizations by recognizing all lease transactions with terms in excess of 12 months on the balance sheet as a lease liability and a right-of-use asset. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. This standard is to be applied with a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements. Adopted Accounting Pronouncements 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 and we have elected to adopt the guidance prospectively. The adoption of this guidance did not have an impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which involves accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The adoption of this guidance did not have an impact on our consolidated financial statements. |
Fair Value | Fair Value Authoritative guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Authoritative guidance also establishes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: • Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. • Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. The Company estimates the fair value of each foreign exchange forward contract by using a present value of expected cash flows model. This model calculates the difference between the current market forward price and the contracted forward price for each foreign exchange contract and applies the difference in the rates to each outstanding contract. Valuations for all derivatives fall within Level 2 of the GAAP valuation hierarchy. Derivatives may give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts that are favorable to us. The Company has limited its credit risk by entering into derivative transactions only with highly-rated global financial institutions, limiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which the Company does business. The carrying value of the outstanding borrowings under the Company's 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 ABL Facility are considered to be Level 2 of the GAAP Valuation hierarchy. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 2015 2016 2015 (In thousands, except per share amounts) Numerator: Net income (loss) from continuing operations $ (51,722 ) $ 1,151 $ (148,686 ) $ 5,369 Net income (loss) attributable to noncontrolling interests 15 (10 ) 35 (8 ) Net income (loss) attributable to Ciber, Inc. from continuing operations (51,737 ) 1,161 (148,721 ) 5,377 Gain (loss) from discontinued operations, net of income tax 384 (16 ) 348 (58 ) Net income (loss) attributable to Ciber, Inc. $ (51,353 ) $ 1,145 $ (148,373 ) $ 5,319 Denominator: Basic weighted average shares outstanding 80,666 78,880 80,576 78,804 Dilutive effect of employee stock plans — 921 — 866 Diluted weighted average shares outstanding 80,666 79,801 80,576 79,670 Basic and diluted earnings (loss) per share attributable to Ciber, Inc.: Continuing operations $ (0.64 ) $ 0.01 $ (1.85 ) $ 0.07 Discontinued operations — — 0.01 — Basic and diluted earnings (loss) per share attributable to Ciber, Inc. $ (0.64 ) $ 0.01 $ (1.84 ) $ 0.07 Anti-dilutive securities omitted from the calculation 4,293 2,502 4,213 2,635 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 , were as follows: International North America Total (In thousands) Balance at January 1, 2016 $ 123,055 $ 133,681 $ 256,736 Goodwill Impairment (115,483 ) — (115,483 ) Sale of assets (8,620 ) — (8,620 ) Effect of foreign exchange rate changes 1,048 — 1,048 Balance at June 30, 2016 $ — $ 133,681 $ 133,681 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 2015 2016 2015 (In thousands) Cross-currency option $ — $ (84 ) $ — $ (84 ) Foreign currency forward contracts $ 272 $ (827 ) 441 1,645 Total realized and unrealized gain (loss) on derivatives $ 272 $ (911 ) $ 441 $ 1,561 |
Schedule of Derivative Instruments | The following table summarizes our outstanding foreign currency forward contracts at June 30, 2016 : Currency Purchased Forward Currency Sold Forward Maturity Date NOK 41,200,000 EUR 4,473,253 7/29/2016 EUR 747,004 USD 1,000,000 7/29/2016 EUR 11,100,000 GBP 8,661,110 7/29/2016 EUR 1,300,000 SEK 12,067,120 7/29/2016 INR 229,614,910 USD 3,400,000 7/29/2016 INR 334,635,755 EUR 4,450,000 7/29/2016 GBP 1,382,896 USD 2,100,000 7/29/2016 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 2015 2016 2015 (In thousands) Income (loss) from continuing operations before income taxes: U.S. $ (12,559 ) $ 1,914 $ (19,069 ) $ 3,182 Foreign (35,124 ) 327 (124,630 ) 4,528 Total $ (47,683 ) $ 2,241 $ (143,699 ) $ 7,710 Income tax expense: U.S. $ 541 $ 667 $ 1,153 $ 1,341 Foreign 3,498 423 3,834 1,000 Total $ 4,039 $ 1,090 $ 4,987 $ 2,341 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
2014 Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve by Type of Cost | The changes in our 2014 Plan restructuring liabilities, which are primarily recorded in other accrued expenses, during the six months ended June 30, 2016, are as follows: Employee Severance and Termination Professional Fees, Office Closures and Other Total (In thousands) Restructuring liability, as of January 1, 2016 $ 1,791 $ 990 $ 2,781 Cash paid (1,660 ) — (1,660 ) Foreign exchange rate changes 40 — 40 Restructuring liability, as of June 30, 2016 $ 171 $ 990 $ 1,161 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 2015 2016 2015 (In thousands) Revenues: International $ 71,033 $ 89,295 $ 146,997 $ 185,982 North America 95,095 108,825 194,680 214,392 Other 789 833 1,553 1,621 Inter-segment (1,005 ) (1,009 ) (2,267 ) (2,046 ) Total revenues $ 165,912 $ 197,944 $ 340,963 $ 399,949 Operating income (loss) from continuing operations: International $ (9,073 ) $ 5,225 $ (10,109 ) $ 11,638 North America 895 10,387 7,439 20,383 Other 49 49 174 125 Corporate expenses (13,757 ) (11,986 ) (27,869 ) (22,474 ) Operating income (loss) from continuing operations before goodwill impairment, gain on sale, amortization and restructuring charges (21,886 ) 3,675 (30,365 ) 9,672 Goodwill impairment (29,560 ) — (115,483 ) — Amortization of intangible assets (1,433 ) (107 ) (2,026 ) (107 ) Restructuring charges (394 ) (675 ) (739 ) (736 ) Total operating income (loss) from continuing operations $ (53,273 ) $ 2,893 $ (148,613 ) $ 8,829 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 29, 2016 | Jan. 01, 2016 | Aug. 10, 2015 | Jul. 01, 2015 | Jun. 24, 2015 | Jan. 26, 2015 | Jun. 30, 2016 |
Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
PRSUs granted in the period (shares) | 201,868 | 5,000 | 47,550 | 69,558 | 79,761 | ||
PRSUs vested during the period (shares) | 0 | ||||||
PRSUs forfeited during the period (shares) | 77,692 | ||||||
Performance Shares | Common Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Potential vesting common stock (shares) | 481,569 | ||||||
ABL Facility | Wells Fargo Bank, N.A. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Minimum amount available for borrowing for continuing compliance with 12-month fixed charge coverage ratio | $ 15,000,000 | ||||||
Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash bonus paid | $ 760,000 | ||||||
Chief Financial Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash bonus paid | $ 100,000 |
Divestiture (Details)
Divestiture (Details) - USD ($) $ in Thousands | Jun. 16, 2016 | Aug. 04, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restricted cash | $ 2,500 | $ 0 | ||
Sale of Ciber Nederland B.V | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Purchase price | $ 25,000 | |||
Gain on sale of assets | $ 6,900 | |||
Escrow amount | $ 5,000 | |||
First escrow release period | 12 months | |||
Second escrow release period | 18 months | |||
Restricted cash | $ 2,500 | |||
Long term restricted portion of escrow amount | $ 2,500 | |||
Sale of Ciber Nederland B.V | Subsequent Event | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Working capital | $ 3,900 | |||
Adjusted purchase price | $ 28,900 |
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, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Net income (loss) from continuing operations | $ (51,722) | $ 1,151 | $ (148,686) | $ 5,369 |
Net income (loss) attributable to noncontrolling interests | 15 | (10) | 35 | (8) |
Net income (loss) attributable to Ciber, Inc. from continuing operations | (51,737) | 1,161 | (148,721) | 5,377 |
Gain (loss) from discontinued operations, net of income tax | 384 | (16) | 348 | (58) |
NET EARNINGS (LOSS) ATTRIBUTABLE TO CIBER, INC. | $ (51,353) | $ 1,145 | $ (148,373) | $ 5,319 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 80,666 | 78,880 | 80,576 | 78,804 |
Dilutive effect of employee stock plans (in shares) | 0 | 921 | 0 | 866 |
Diluted weighted average shares outstanding (in shares) | 80,666 | 79,801 | 80,576 | 79,670 |
Continuing operations (in dollars per share) | $ (0.64) | $ 0.01 | $ (1.85) | $ 0.07 |
Discontinued operations (in dollars per share) | 0 | 0 | 0.01 | 0 |
Basic and diluted earnings (loss) per share attributable to Ciber, Inc. (in dollars per share) | $ (0.64) | $ 0.01 | $ (1.84) | $ 0.07 |
Anti-dilutive securities omitted from the calculation (in shares) | 4,293 | 2,502 | 4,213 | 2,635 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair value assumptions | |||||
Discrete forecast period (in years) | 5 years | 5 years | |||
Annual average revenue growth rate (percent) | 3.00% | 3.00% | |||
Projected growth rates after discrete forecast period (percent) | 3.00% | 3.00% | |||
Control premium (percent) | 30.00% | 30.00% | |||
Goodwill impairment charge | $ 29,560 | $ 85,900 | $ 0 | $ 115,483 | $ 0 |
International | |||||
Fair value assumptions | |||||
Enterprise value/EBITDA multiples, public company method | 3 | 5 | |||
Enterprise value/EBITDA multiples, guideline transaction method | 7 | ||||
Percentage of excess of fair value of goodwill over carrying value (percent) | 25.00% | 30.00% | 25.00% | ||
Goodwill impairment charge | $ 115,483 | ||||
Preliminary impairment charge as a percent of International goodwill | 69.00% | ||||
North America | |||||
Fair value assumptions | |||||
Enterprise value/EBITDA multiples, public company method | 6 | 6 | |||
Enterprise value/EBITDA multiples, guideline transaction method | 7 | 7 | |||
Percentage of excess of fair value of goodwill over carrying value (percent) | 25.00% | 30.00% | 25.00% | ||
Goodwill impairment charge | $ 0 | ||||
Weighted Average Cost of Capital | International | |||||
Fair value assumptions | |||||
Weighted average cost of capital (percent) | 17.00% | 17.00% | |||
Weighted Average Cost of Capital | North America | |||||
Fair value assumptions | |||||
Weighted average cost of capital (percent) | 13.00% | 14.00% | |||
Income Approach Valuation Technique | International | |||||
Fair value assumptions | |||||
Percent of total fair value | 75.00% | ||||
Income Approach Valuation Technique | North America | |||||
Fair value assumptions | |||||
Percent of total fair value | 50.00% | ||||
Market Approach Valuation Technique | International | |||||
Fair value assumptions | |||||
Percent of total fair value | 25.00% | ||||
Market Approach Valuation Technique | North America | |||||
Fair value assumptions | |||||
Percent of total fair value | 50.00% |
Goodwill - Carrying Amount of G
Goodwill - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Changes in the carrying amount of goodwill | |||||
Balance at January 1, 2016 | $ 256,736 | $ 256,736 | |||
Goodwill Impairment | $ (29,560) | (85,900) | $ 0 | (115,483) | $ 0 |
Sale of assets | (8,620) | ||||
Effect of foreign exchange rate changes | 1,048 | ||||
Balance at June 30, 2016 | 133,681 | 133,681 | |||
International | |||||
Changes in the carrying amount of goodwill | |||||
Balance at January 1, 2016 | 123,055 | 123,055 | |||
Goodwill Impairment | (115,483) | ||||
Sale of assets | (8,620) | ||||
Effect of foreign exchange rate changes | 1,048 | ||||
Balance at June 30, 2016 | 0 | 0 | |||
North America | |||||
Changes in the carrying amount of goodwill | |||||
Balance at January 1, 2016 | $ 133,681 | 133,681 | |||
Goodwill Impairment | 0 | ||||
Sale of assets | 0 | ||||
Effect of foreign exchange rate changes | 0 | ||||
Balance at June 30, 2016 | $ 133,681 | $ 133,681 |
Borrowings (Details)
Borrowings (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 16, 2016 | Jun. 15, 2016 | |
Borrowings | |||
Fixed charge coverage ratio | 110.00% | ||
Wells Fargo Bank, N.A. | ABL Facility | |||
Borrowings | |||
Maximum borrowing capacity | $ 54,000,000 | $ 54,000,000 | $ 60,000,000 |
Current borrowing base | 46,900,000 | ||
Amount outstanding | 40,700,000 | ||
Maximum amount available for borrowing for initial 12-month fixed charge coverage ratio | $ 15,000,000 | ||
Maximum percent available for borrowing for initial 12-month fixed charge coverage ratio (percent) | 25.00% | ||
Minimum amount available for borrowing for continuing compliance with 12-month fixed charge coverage ratio | $ 15,000,000 | ||
Minimum percent available for borrowing for continuing compliance with 12-month fixed charge coverage ratio (percent) | 25.00% | ||
Continuing compliance requirement for 12-month fixed charge coverage ratio (days) | 30 days | ||
Minimum amount of excess availability for trigger date to occur | $ 10,000,000 | ||
Percent of commitments for trigger date to occur (percent) | 16.67% | ||
Percent of commitments for trigger date to occur, continuing compliance (percent) | 16.67% | ||
Continued dominion period | 30 days | ||
U.S. | |||
Borrowings | |||
Foreign borrowings that were subject to the bank's dominion | $ 37,200,000 | ||
Foreign Locations | |||
Borrowings | |||
Foreign borrowings that were subject to the bank's dominion | $ 3,500,000 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - Not Designated as Hedging Instrument | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Minimum | Foreign currency forward contracts | ||||
Derivative [Line Items] | ||||
Derivative contract term (months) | 1 month | 1 month | 1 month | 1 month |
Minimum | Cross-currency option | ||||
Derivative [Line Items] | ||||
Derivative contract term (months) | 1 month | 1 month | 1 month | 1 month |
Maximum | Foreign currency forward contracts | ||||
Derivative [Line Items] | ||||
Derivative contract term (months) | 3 months | 3 months | 3 months | 3 months |
Maximum | Cross-currency option | ||||
Derivative [Line Items] | ||||
Derivative contract term (months) | 3 months | 3 months | 3 months | 3 months |
Financial Instruments Realized
Financial Instruments Realized and unrealized gains (losses) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative [Line Items] | ||||
Realized and unrealized gain (loss) on derivatives | $ 272 | $ (911) | $ 441 | $ 1,561 |
Cross-currency option | ||||
Derivative [Line Items] | ||||
Realized and unrealized gain (loss) on derivatives | 0 | (84) | 0 | (84) |
Foreign currency forward contracts | ||||
Derivative [Line Items] | ||||
Realized and unrealized gain (loss) on derivatives | $ 272 | $ (827) | $ 441 | $ 1,645 |
Financial Instruments Foreign c
Financial Instruments Foreign currency forward contracts (Details) - Jun. 30, 2016 - Not Designated as Hedging Instrument - Forward Contracts | GBP (£) | SEK | EUR (€) | INR (₨) | NOK | USD ($) |
NOK/EUR | Currency Purchased Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | NOK | NOK 41,200,000 | |||||
NOK/EUR | Currency Sold Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | € 4,473,253 | |||||
USD/EUR | Currency Purchased Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | 747,004 | |||||
USD/EUR | Currency Sold Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | $ | $ 1,000,000 | |||||
EUR/GBP | Currency Purchased Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | 11,100,000 | |||||
EUR/GBP | Currency Sold Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | £ | £ 8,661,110 | |||||
EUR/SEK | Currency Purchased Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | 1,300,000 | |||||
EUR/SEK | Currency Sold Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | SEK | SEK 12,067,120 | |||||
INR/USD | Currency Purchased Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | ₨ | ₨ 229,614,910 | |||||
INR/USD | Currency Sold Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | $ | 3,400,000 | |||||
INR/EUR | Currency Purchased Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | ₨ | ₨ 334,635,755 | |||||
INR/EUR | Currency Sold Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | € 4,450,000 | |||||
USD/GBP | Currency Purchased Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | £ | £ 1,382,896 | |||||
USD/GBP | Currency Sold Forward | ||||||
Derivative [Line Items] | ||||||
Outstanding foreign currency forward contract | $ | $ 2,100,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income (loss) from continuing operations before income taxes: | ||||
U.S. | $ (12,559) | $ 1,914 | $ (19,069) | $ 3,182 |
Foreign | (35,124) | 327 | (124,630) | 4,528 |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (47,683) | 2,241 | (143,699) | 7,710 |
Income tax expense: | ||||
U.S. | 541 | 667 | 1,153 | 1,341 |
Foreign | 3,498 | 423 | 3,834 | 1,000 |
Total | 4,039 | $ 1,090 | $ 4,987 | $ 2,341 |
Minimum | ||||
Income Tax Contingency [Line Items] | ||||
Tax rate | 19.00% | |||
Maximum | ||||
Income Tax Contingency [Line Items] | ||||
Tax rate | 34.00% | |||
The Netherlands Sale | ||||
Income tax expense: | ||||
Total | $ 3,000 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 15 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($)employee | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charge | $ 394 | $ 675 | $ 739 | $ 736 | ||
Contract Termination | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charge | $ 100 | 500 | ||||
Contract Termination | Accrued Liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charge | $ 700 | $ 700 | ||||
2014 Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated (employee) | employee | 290 | |||||
Restructuring costs incurred for the 2014 plan | $ 27,000 | |||||
2014 Plan | Employee Severance and Termination | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs incurred for the 2014 plan | 20,000 | |||||
2014 Plan | Professional Fees, Office Closures and Other | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs incurred for the 2014 plan | $ 7,000 |
Restructuring Charges - Changes
Restructuring Charges - Changes in 2014 Plan Restructuring Liabilities (Details) - 2014 Plan $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability, as of January 1, 2016 | $ 2,781 |
Cash paid | (1,660) |
Foreign exchange rate changes | 40 |
Restructuring liability, as of June 30, 2016 | 1,161 |
Employee Severance and Termination | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability, as of January 1, 2016 | 1,791 |
Cash paid | (1,660) |
Foreign exchange rate changes | 40 |
Restructuring liability, as of June 30, 2016 | 171 |
Professional Fees, Office Closures and Other | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability, as of January 1, 2016 | 990 |
Cash paid | 0 |
Foreign exchange rate changes | 0 |
Restructuring liability, as of June 30, 2016 | $ 990 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Information | |||||
Total revenues | $ 165,912 | $ 197,944 | $ 340,963 | $ 399,949 | |
Operating income (loss) from continuing operations | (53,273) | 2,893 | (148,613) | 8,829 | |
Goodwill Impairment | (29,560) | $ (85,900) | 0 | (115,483) | 0 |
Amortization of intangible assets | (1,433) | (107) | (2,026) | (107) | |
Restructuring charges | (394) | (675) | (739) | (736) | |
International | |||||
Segment Information | |||||
Goodwill Impairment | (115,483) | ||||
North America | |||||
Segment Information | |||||
Goodwill Impairment | 0 | ||||
Operating segment | |||||
Segment Information | |||||
Operating income (loss) from continuing operations | (21,886) | 3,675 | (30,365) | 9,672 | |
Operating segment | International | |||||
Segment Information | |||||
Total revenues | 71,033 | 89,295 | 146,997 | 185,982 | |
Operating income (loss) from continuing operations | (9,073) | 5,225 | (10,109) | 11,638 | |
Operating segment | North America | |||||
Segment Information | |||||
Total revenues | 95,095 | 108,825 | 194,680 | 214,392 | |
Operating income (loss) from continuing operations | 895 | 10,387 | 7,439 | 20,383 | |
Operating segment | Other | |||||
Segment Information | |||||
Total revenues | 789 | 833 | 1,553 | 1,621 | |
Operating income (loss) from continuing operations | 49 | 49 | 174 | 125 | |
Inter-segment | |||||
Segment Information | |||||
Total revenues | (1,005) | (1,009) | (2,267) | (2,046) | |
Corporate expenses | |||||
Segment Information | |||||
Operating income (loss) from continuing operations | (13,757) | (11,986) | (27,869) | (22,474) | |
Segment reconciling items | |||||
Segment Information | |||||
Goodwill Impairment | (29,560) | 0 | (115,483) | 0 | |
Amortization of intangible assets | (1,433) | (107) | (2,026) | (107) | |
Restructuring charges | $ (394) | $ (675) | $ (739) | $ (736) |
Contingencies (Details)
Contingencies (Details) $ in Millions | 1 Months Ended |
Jan. 31, 2015USD ($) | |
Pennsylvania Turnpike Commission v. Ciber, Inc., and Dennis Miller | |
Loss Contingencies [Line Items] | |
Damages sought | $ 38 |