SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarter ended: Commission file number:
MARCH 31, 2000 0-23488
CIBER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-2046833
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
5251 DTC PARKWAY
SUITE 1400
ENGLEWOOD, CO 80111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Telephone Number: (303) 220-0100
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
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As of March 31, 2000, there were 59,519,678 shares of the Registrant's common
stock ($0.01 par value) outstanding.
CIBER, Inc.
FORM 10-Q
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited):
Consolidated Statements of Operations
Three months ended March 31, 2000 and 1999 3
Consolidated Balance Sheets
March 31, 2000 and December 31, 1999 4
Consolidated Statements of Cash Flows
Three months ended March 31, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II. OTHER INFORMATION 11
SIGNATURES 12
2
CIBER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
----------------------
IN THOUSANDS, EXCEPT PER SHARE DATA 1999 2000
-------- ---------
Consulting services $173,456 $ 156,407
Other revenues 11,445 9,899
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Total revenues 184,901 166,306
-------- ---------
Cost of consulting services 110,372 106,654
Cost of other revenues 7,953 6,007
Selling, general and administrative expenses 40,382 41,831
Nonrecurring charges -- 2,275
Amortization of intangible assets 2,314 4,046
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Operating income 23,880 5,493
Interest and other income (expense), net 644 505
Interest expense -- (220)
-------- ---------
Income before income taxes 24,524 5,778
Income tax expense 9,641 2,453
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Net income $ 14,883 $ 3,325
======== =========
Earnings per share - basic $ 0.27 $ 0.06
Earnings per share - diluted $ 0.26 $ 0.06
Weighted average shares - basic 56,154 57,845
Weighted average shares - diluted 58,021 59,211
See accompanying notes to consolidated financial statements.
3
CIBER, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
DECEMBER 31, MARCH 31,
IN THOUSANDS, EXCEPT PER SHARE DATA 1999 2000
----------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 2,858 $ 2,389
Accounts receivable 139,418 145,103
Prepaid expenses and other assets 7,595 6,363
Deferred income taxes 2,960 3,718
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Total current assets 152,831 157,573
--------- ---------
Property and equipment, at cost 55,510 53,641
Less accumulated depreciation and amortization (26,947) (28,746)
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Net property and equipment 28,563 24,895
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Intangible assets, net 233,975 223,407
Deferred income taxes 1,773 1,659
Other assets 5,426 4,885
--------- ---------
Total assets $ 422,568 $ 412,419
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank line of credit -- 2,730
Trade payables 18,102 16,456
Acquisition costs payable 15,268 3,036
Accrued compensation and payroll taxes 31,841 31,126
Deferred revenues 874 842
Other accrued expenses and liabilities 4,945 7,290
Income taxes payable 3,751 3,424
Deferred income taxes 67 --
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Total current liabilities 74,848 64,904
Bank line of credit 5,355 --
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Total liabilities 80,203 64,904
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Commitments and contingencies
Minority interest 109 106
Shareholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares
authorized, no shares issued -- --
Common stock, $0.01 par value, 100,000,000 shares authorized,
59,414,000 and 59,520,000 shares issued and outstanding 594 595
Additional paid-in capital 230,615 231,003
Retained earnings 139,312 142,637
Treasury stock, 1,717,000 and 1,617,000 shares, at cost (28,265) (26,826)
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Total shareholders' equity 342,256 347,409
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Total liabilities and shareholders' equity $ 422,568 $ 412,419
========= =========
See accompanying notes to consolidated financial statements.
4
CIBER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
----------------------
IN THOUSANDS 1999 2000
-------- --------
OPERATING ACTIVITIES:
Net income $ 14,883 $ 3,325
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,264 6,386
Deferred income taxes (1,012) (711)
Other 179 49
Changes in operating assets and liabilities,
net of the effects of acquisitions:
Accounts receivable (8,406) (7,371)
Other current and long-term assets 473 (356)
Trade payables (3,176) 481
Accrued compensation and payroll taxes 12,031 (157)
Deferred revenues (206) 461
Other accrued expenses and liabilities (2,716) 2,345
Income taxes payable 5,499 (17)
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Net cash provided by operating activities 21,813 4,435
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INVESTING ACTIVITIES:
Acquisitions, net of cash acquired (15,226) (12,326)
Reduction of advances to Agilera.com, Inc. -- 9,908
Purchases of property and equipment (4,195) (1,327)
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Net cash used in investing activities (19,421) (3,745)
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FINANCING ACTIVITIES:
Proceeds from sales of common stock, net 4,041 3,868
Net payments on bank line of credit -- (2,625)
Purchases of treasury stock (2,479) (2,402)
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Net cash provided by (used in) financing activities 1,562 (1,159)
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Net increase (decrease) in cash and cash equivalents 3,954 (469)
Cash and cash equivalents, beginning of period 62,108 2,858
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Cash and cash equivalents, end of period $ 66,062 $ 2,389
======== ========
See accompanying notes to consolidated financial statements.
5
CIBER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements of CIBER, Inc. and
subsidiaries ("CIBER" or the "Company") have been prepared without audit.
Certain information and note disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. These consolidated financial statements should be
read in conjunction with the audited consolidated financial statements and notes
thereto included in CIBER's Annual Report on Form 10-KT for the year ended
December 31, 1999. In the opinion of management, these unaudited consolidated
financial statements include all adjustments necessary for a fair presentation
of the financial position and results of operations for the periods presented.
Interim results of operations for the three-month period ended March 31, 2000
are not necessarily indicative of operating results for the full year.
MINORITY INTEREST. CIBER owns approximately 78% of Interactive Papyrus, Inc.
("IPI"). The minority stockholders' proportionate share of the equity of IPI is
reflected as minority interest in the consolidated balance sheet. The minority
stockholders' proportionate share of the net loss of IPI is included in interest
and other income (expense), net in the consolidated statement of operations. The
minority interest in the net loss of IPI was $4,000 for the three months ended
March 31, 2000.
EARNINGS PER SHARE. Basic EPS is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the
period. Diluted EPS includes the effects of the potential dilution of CIBER's
stock options, determined using the treasury stock method. The computation of
weighted average shares includes the shares and options issued in connection
with business combinations accounted for as poolings of interests as if they had
been outstanding for all periods prior to the merger. The number of antidilutive
stock options omitted from the computation of weighted average shares was
1,400,802 and 1,416,437 for the three months ended March 31, 1999 and 2000,
respectively.
(2) SHAREHOLDERS' EQUITY
Changes in shareholders' equity during the three months ended March 31, 2000
were (in thousands):
COMMON STOCK ADDITIONAL TOTAL
---------------- PAID-IN RETAINED TREASURY SHAREHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS STOCK EQUITY
------ ------ --------- -------- -------- -------------
BALANCES AT JANUARY 1, 2000 59,414 $594 $230,615 $139,312 $(28,265) $ 342,256
Employee stock purchases and options exercised 105 1 26 -- 3,841 3,868
Tax benefit from exercise of stock options -- -- 310 -- -- 310
Compensation expense related to stock and stock options 1 -- 52 -- -- 52
Purchases of treasury stock -- -- -- -- (2,402) (2,402)
Net income -- -- -- 3,325 -- 3,325
------ ---- -------- -------- -------- ---------
BALANCES AT MARCH 31, 2000 59,520 $595 $231,003 $142,637 $(26,826) $ 347,409
====== ==== ======== ======== ======== =========
6
CIBER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(3) REVOLVING LINE OF CREDIT
CIBER has a $50 million unsecured revolving line of credit with a bank.
Outstanding borrowings bear interest at the three month London Interbank Offered
Rate ("LIBOR") plus 2%. On July 1, 2000, the amount available under the line of
credit will be reduced to $35 million. The credit agreement expires on January
31, 2001, and accordingly, the outstanding balance is classified as a long-term
liability at December 31, 1999 and as a current liability at March 31, 2000.
(4) AGILERA
During the quarter ended March 31, 2000, CIBER's wholly-owned subsidiary,
Agilera.com, Inc. ("Agilera"), formerly CIBER Enterprise Outsourcing, Inc., sold
13,846,154 shares of its $.001 par value Series A Convertible Preferred Stock
for $45 million to new investors. In connection with the preferred stock sale,
Agilera paid CIBER $9.9 million in repayment of its advances to Agilera as of
December 31, 1999, reducing CIBER's historical cost basis in its remaining
ownership in Agilera to zero. As a result of participating rights obtained by
the preferred stockholders in connection with their investment, CIBER, which
owns approximately 95% of the outstanding common shares of Agilera, retained an
approximate 41% voting interest in Agilera. Accordingly, effective January 1,
2000, for financial reporting purposes, CIBER no longer consolidates the results
and accounts of Agilera and accounts for its interest in Agilera using the
equity method of accounting.
CIBER has provided and will continue to provide software implementation and
other services to Agilera as a subcontractor under Agilera customer contracts.
CIBER's revenue attributable to services provided to Agilera were $1,437,000
during the three months ended March 31, 2000.
(5) NONRECURRING CHARGES
Nonrecurring charges incurred during the quarter ended March 31, 2000 were for
employee severance costs as well as an asset write-down resulting from CIBER's
planned separation of its wholly-owned subsidiary, DigiTerra, Inc. All of the
severance costs were paid during the quarter ended March 31, 2000.
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CIBER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(6) SEGMENT INFORMATION
CIBER evaluates each of its segments based on operating income before
amortization of intangible assets and merger costs and without allocation of
corporate costs. The following presents certain financial information about
CIBER's reportable segments:
THREE MONTHS ENDED MARCH 31,
1999 2000
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Revenues:
Custom Solutions Group $ 138,051 $ 121,135
DigiTerra (formerly Enterprise Applications Solutions Group) 47,124 42,544
Agilera (formerly CIBER Enterprise Outsourcing) 691 --
Other -- 3,571
Inter-segment (965) (944)
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Total $ 184,901 $ 166,306
========= =========
Income (loss) from operations:
Custom Solutions Group $ 20,318 $ 13,438
DigiTerra (formerly Enterprise Applications Solutions Group) 9,501 2,789
Agilera (formerly CIBER Enterprise Outsourcing) (95) --
Corporate and other (3,530) (6,688)
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Total 26,194 9,539
Amortization of intangibles (2,314) (4,046)
Net interest and other income 644 285
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Income before income taxes $ 24,524 $ 5,778
========= =========
International operations comprise less than 5% of CIBER's total revenues.
On April 3, 2000, CIBER formed DigiTerra, Inc., a wholly-owned subsidiary, to
operate CIBER's package software consulting business previously known as CIBER's
Enterprise Applications Solution Group or "EAS".
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO. WITH THE EXCEPTION OF HISTORICAL MATTERS AND
STATEMENTS OF CURRENT STATUS, CERTAIN MATTERS DISCUSSED BELOW ARE
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM TARGETS OR PROJECTED
RESULTS. WITHOUT LIMITING THE FOREGOING, THE WORDS "BELIEVES," "ANTICIPATES,"
"PLANS," "EXPECTS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY INCLUDE, AMONG OTHERS, GROWTH THROUGH BUSINESS COMBINATIONS AND
INTERNAL EXPANSION, THE ABILITY TO ATTRACT AND RETAIN QUALIFIED CONSULTANTS,
DEPENDENCE ON SIGNIFICANT RELATIONSHIPS AND THE ABSENCE OF LONG-TERM CONTRACTS,
MANAGEMENT OF A LARGE AND RAPIDLY GROWING BUSINESS, PROJECT RISKS, PRICING AND
MARGIN PRESSURES, COMPETITION, POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING
RESULTS, PRICE VOLATILITY, AND INTERNATIONAL EXPANSION. MANY OF THESE FACTORS
ARE BEYOND THE COMPANY'S ABILITY TO PREDICT OR CONTROL. PLEASE REFER TO A
DISCUSSION OF THESE AND OTHER FACTORS IN THE COMPANY'S ANNUAL REPORT ON FORM
10-KT AND OTHER SECURITIES AND EXCHANGE COMMISSION FILINGS. THE COMPANY
DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE PUBLICLY SUCH FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
IN ADDITION, AS A RESULT OF THESE AND OTHER FACTORS, THE COMPANY'S PAST
FINANCIAL PERFORMANCE SHOULD NOT BE RELIED ON AS AN INDICATION OF FUTURE
PERFORMANCE.
THREE MONTHS ENDED MARCH 31, 2000 AS COMPARED TO THREE MONTHS
ENDED MARCH 31, 1999
CIBER's revenues for the three months ended March 31, 2000 decreased 10% to
$166.3 million from $184.9 million for the quarter ended March 31, 1999. This
represents a 10% decrease in consulting services revenues and a planned decrease
in other revenues, primarily sales of computer hardware products. Other revenues
decreased to $9.9 million for the three months ended March 31, 2000 from $11.4
million for the same quarter last year. Management expects that other revenues
will likely continue to decline in the future due, in part, to the sale of
CIBER's software business in September 1999. CIBER's Custom Solutions Group
("CSG") consulting revenues decreased 12% while DigiTerra (formerly, CIBER's
Enterprise Application Solutions Group) consulting revenues decreased 11%, when
compared to the same period last year.
Gross margin percentage decreased to 32.3% of revenues for the three months
ended March 31, 2000 from 36.0% of revenues for the same quarter of last year.
This decrease is due to declining gross margins on consulting services offset by
improved gross margins on other revenues. Consulting services gross margins
declined primarily due to a decrease in the utilization levels of professional
staff.
Selling, general and administrative expenses were 25.2% of revenues for the
three months ended March 31, 2000 compared to 21.8% of revenues for the same
quarter last year. This increase is due primarily to additional costs incurred
for new programs implemented to position the Company for future growth,
including branding and marketing initiatives and internal systems development.
As CIBER's focus continues to shift to more solutions-oriented and project work,
selling, general and administrative expenses will tend to increase as a
percentage of sales and be offset by expected higher gross margins on such work.
In addition, CIBER plans to increase its branding and marketing related costs
during the remainder of 2000.
Nonrecurring charges of $2.3 million were incurred during the three months ended
March 31, 2000. Of this charge, $975,000 is the result of an asset write-down
and the remainder is due to severance costs. The asset write-down resulted from
CIBER's planned separation of its newly created subsidiary, DigiTerra, Inc. The
severance costs resulted from involuntary terminations related to personnel
realignment.
The March 2000 quarter continued to reflect an industry wide shift in IT
spending, principally resulting from the resolution of the Y2K issue. Many
companies lessened IT expenditures beginning mid 1999 due to completion of Y2K
specific projects and a general tendency to minimize new IT initiatives during
the end of 1999. This adversely impacted CIBER, particularly in its mainframe
staffing and ERP related service offerings. There is a significant industry
trend towards new IT services driven by the internet and increased bandwidth
availability. These new services include web-designed, e-business technologies,
customer relationship management ("CRM") and supply chain software, among
others. CIBER has focused its efforts to
9
deliver these newer IT services. These efforts include new alliances with
independent software vendors, such as Commerce One and Siebel, and the
realignment of the Company's professional and sales personnel toward a greater
focus on e.business services. CIBER believes it will be able to grow revenues
from newer IT services and this growth will at least partially off declining
revenues from CIBER's traditional services.
Amortization of intangible assets increased to $4.0 million for the three months
ended March 31, 2000 from $2.3 million for the same quarter last year. This
increase was due to the additional intangible assets resulting from acquisitions
during the past year.
Net other income, including interest income and interest expense, decreased to
$285,000 for the three months ended March 31, 2000 from $644,000 for the same
quarter last year. Fluctuations in net other income are based on average
balances invested or borrowed under the line of credit during the period.
CIBER's effective tax rate was 42.5% for the three months ended March 31, 2000
and 39.3% for the same quarter of last year. CIBER's effective tax rate for the
three months ended March 31, 2000 has increased due to increased nondeductible
amortization resulting from nontaxable acquisitions.
CIBER's net income decreased to $3.3 million (2.0% of revenues) for the three
months ended March 31, 2000 from $14.9 million (8.0% of revenues) for the same
quarter last year.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, CIBER had $92.7 million of working capital and had a current
ratio of 2.4:1. The Company has primarily used its operating cash flow and the
net proceeds from public offerings to finance working capital needs and
acquisitions. CIBER believes that its cash and cash equivalents on hand, its
operating cash flow and its available line of credit will be sufficient to
finance working capital needs through at least the next year.
In June 1999, CIBER's Board of Directors authorized the repurchase of up to 10%
of CIBER's outstanding stock. CIBER may use significant amounts of cash for
repurchases of its stock or to purchase businesses. As a result, CIBER may
borrow to finance such activities. Future borrowings may include bank, private
or public debt. CIBER has a $50 million revolving line of credit with a bank,
which reduces to $35 million on July 1, 2000. There was $2,730,000 outstanding
under this bank line at March 31, 2000. The credit agreement expires in January
2001, but is expected by management to be renewed on similar terms.
Net cash provided by operating activities was $4.4 million and $21.8 million for
the three months ended March 31, 2000 and 1999, respectively. Changes in
operating assets and liabilities have used significant amounts of cash. CIBER's
accounts receivable totaled $145.1 million at March 31, 2000 compared to $139.4
million at December 31, 1999. This increase is primarily a result of a mix shift
to more solution-oriented engagements which tend to have more lengthy billing
and payment terms.
Net cash used in investing activities was $3.7 million and $19.4 million during
the three months ended March 31, 2000 and 1999, respectively. CIBER used cash of
$12.3 million and $15.2 million during the three months ended March 31, 2000 and
1999, respectively, for acquisitions. CIBER received $9.9 million from Agilera
in 2000 as repayment of advances (see Note 4). CIBER purchased property and
equipment of $1.3 million and $4.2 million during the three months ended March
31, 2000 and 1999, respectively.
Net cash (used in) provided by financing activities was ($1.2 million) and $1.6
million during the three months ended March 31, 2000 and 1999, respectively.
CIBER obtained net cash proceeds from sales of common stock to employees of $3.9
million and $4.0 million during the three months ended March 31, 2000 and 1999,
respectively. During the three months ended March 31, 2000, CIBER purchased
133,500 shares of treasury stock for $2.4 million.
10
RECENT AND PROPOSED ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements", which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements filed with the SEC. SAB 101, as
amended, is effective no later than CIBER's quarter ending June 30, 2000. CIBER
has not assessed the impact, if any, that SAB 101 might have on its financial
position or results of operations.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CIBER has no activities in derivative financial or commodity instruments.
CIBER's exposure to market risks (i.e. interest rate risk, foreign currency
exchange rate risk, equity price risk) through other financial instruments,
including, among others, cash equivalents, accounts receivable, lines of credit,
is not material, except as noted below.
CIBER has a $50 million revolving line of credit with a bank. As of March 31,
2000, the Company had $2.7 million outstanding under this line of credit. The
interest rate on the line of credit is based on LIBOR, plus 2%. Therefore, as
LIBOR fluctuates, the Company may experience changes in interest expense that
could impact financial results. If LIBOR were to increase or decrease by 1%, the
result would be an annual increase or decrease in interest expense of
approximately $27,000 for the revolving line of credit, assuming an outstanding
balance of $2.7 million.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27.1 Financial Data Schedule for the three months ended
March 31, 2000
A Report on Form 8-K was filed on March 1, 2000 which included as an
exhibit a News Release announcing CIBER's plans to carve out its
package software-enabled e-business solutions business.
A Report on Form 8-K was filed on March 30, 2000 which announced the
sale of preferred stock by CIBER's wholly-owned subsidiary
Agilera.com, Inc.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned there
unto duly authorized.
CIBER, INC.
(Registrant)
Date May 8, 2000 By /s/ Mac J. Slingerlend
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Mac J. Slingerlend
Chief Executive Officer and President
Date May 8, 2000 By /s/ Richard A. Montoni
----------- ---------------------------------------
Richard A. Montoni
Chief Financial Officer and Executive
Vice President
12