<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 24, 1999
(FEBRUARY 26, 1999)
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CIBER, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-23488 38-2046833
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5251 DTC PARKWAY, SUITE 1400, ENGLEWOOD, COLORADO 80111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 220-0100
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<PAGE>
CIBER, INC.
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 21, 1999, the Board of Directors of CIBER, Inc. ("CIBER") authorized
the re-purchase of up to 10% of CIBER's outstanding common stock. CIBER
announced the re-purchase program on June 22, 1999. Pursuant to the Security
and Exchange Commission Staff Accounting Bulletin No. 96, the initiation of
the stock re-purchase program required CIBER to change the accounting for the
business combination with Business Impact Systems, Inc. ("BIS") from a
pooling of interest to an acquisition using the purchase method of
accounting. As a result of changing the accounting for the business
combination with BIS from a pooling of interest to a purchase, the
acquisition of BIS qualifies as a significant acquisition. Pursuant to the
Agreement and Plan of Reorganization and Liquidation by and among CIBER,
Inc., CIBER Integration Services, Inc. (a wholly owned subsidiary of CIBER),
Business Impact Systems, Inc. and the Affiliated Stockholders of Business
Impact Systems, Inc. dated February 26, 1999, CIBER issued 2,401,025 shares
of its common stock and granted options for 3,634 shares of its common stock
(at an aggregate purchase price of $40,000) in exchange for substantially all
of the outstanding assets and liabilities of BIS. The total cost of the
acquisition of BIS was approximately $62.1 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
CIBER amends the following items, financial statements, exhibits or other
portions of its Current Report on Form 8-K dated July 1, 1999 as follows:
(a) Financial Statements of business acquired (pages F-1 to F-8).
Business Impact Systems, Inc.
- Independent Auditors' Report
- Balance Sheet as of December 31, 1998
- Statement of Operations for the year ended December
31, 1998
- Statement of Shareholders' Equity for the year ended
December 31, 1998
- Statement of Cash Flows for the year ended December
31, 1998
- Notes to Financial Statements
(b) Pro forma financial information (pages F-9 to F-11).
- Introduction to Unaudited Pro Forma Combined
Financial Statements
- Pro Forma Combined Statement of Operations for the
six months ended December 31, 1998
- Pro Forma Combined Statement of Operations for the
year ended June 30, 1998
(c) Exhibits
23.1 Consent of KPMG LLP
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CIBER, INC.
Date: August 24, 1999 By: /s/ Christopher L. Loffredo
-----------------------------
Christopher L. Loffredo
V.P./Chief Accounting Officer
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
CIBER, Inc.:
We have audited the accompanying balance sheet of Business Impact Systems,
Inc. as of December 31, 1998 and the related statements of operations,
shareholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Business Impact Systems,
Inc. at December 31, 1998 and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted
accounting principles.
KPMG LLP
Denver, Colorado
August 16, 1999
F-1
<PAGE>
BUSINESS IMPACT SYSTEMS, INC.
BALANCE SHEET
DECEMBER 31, 1998
IN THOUSANDS, EXCEPT SHARE DATA
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash $ 313
Available-for-sale securities 3,284
Accounts receivable - trade, net of allowance for doubtful
accounts of $50 4,826
Prepaid expenses and other assets 250
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Total current assets 8,673
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Property and equipment, at cost 117
Less accumulated depreciation (97)
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Net property and equipment 20
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Other assets 146
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Total assets $ 8,839
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft $ 2,045
Trade payables and accrued expenses 1
Deferred income taxes 2,087
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Total current liabilities 4,133
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Commitments and contingencies --
Shareholders' equity:
Common stock, $0.10 par value, 500,000 shares authorized,
150,000 shares issued and outstanding 15
Additional paid-in capital 146
Retained earnings 4,381
Accumulated other comprehensive income, net of tax of $110 164
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Total shareholders' equity 4,706
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Total liabilities and shareholders' equity $ 8,839
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</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
BUSINESS IMPACT SYSTEMS, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<S> <C>
IN THOUSANDS
Consulting services revenues $ 15,247
Cost of consulting services 8,244
Selling, general and administrative expenses 4,181
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Operating income 2,822
Interest and other income 265
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Income before income taxes 3,087
Income tax expense 1,192
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Net income $ 1,895
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</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
BUSINESS IMPACT SYSTEMS, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<S> <C> <C> <C> <C> <C>
ACCUMULATED
ADDITIONAL OTHER TOTAL
IN THOUSANDS COMMON PAID-IN RETAINED COMPREHENSIVE SHAREHOLDERS'
STOCK CAPITAL EARNINGS INCOME EQUITY
Balances at January 1, 1998 $ 15 $ 146 $ 2,486 $ 80 $ 2,727
Net Income - - 1,895 - 1,895
Unrealized gains on securities, net of
reclassification adjustment (see disclosure below) - - - 84 84
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Comprehensive income 1,979
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BALANCES AT DECEMBER 31, 1998 $ 15 $ 146 $ 4,381 $ 164 $ 4,706
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DISCLOSURE OF RECLASSIFICATION AMOUNT:
Unrealized holding gains during current period $ 94
Less: reclassification adjustment for gains
included in net income (10)
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Net unrealized gains on securities $ 84
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</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
BUSINESS IMPACT SYSTEMS, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<S> <C>
IN THOUSANDS
OPERATING ACTIVITIES:
Net income $ 1,895
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 26
Deferred income taxes 1,063
Changes in operating assets and liabilities
Accounts receivable (2,312)
Prepaid expenses and other assets (177)
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Net cash provided by operating activities 495
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INVESTING ACTIVITIES:
Purchases of property and equipment (18)
Purchases of available-for-sale securities (1,790)
Sales of available-for-sale securities 324
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Net cash used in investing activities (1,484)
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FINANCING ACTIVITIES:
Change in cash overdraft 673
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Net cash provided by financing activities 673
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Net decrease in cash (316)
Cash, beginning of the year 629
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Cash, end of the year $ 313
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</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
BUSINESS IMPACT SYSTEMS, INC.
Notes to Financial Statements
December 31, 1998
(1) BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
(a) DESCRIPTION OF BUSINESS
Business Impact Systems, Inc. (BIS or the Company) was
organized in August 1993. Located in Herndon, Virginia, the
Company was a provider of computer consulting and advisory
services in the Mid-Atlantic and Southeastern United States,
specializing in systems and network engineering and
operational support. The Company provided these services to
private industry, government agencies and non-profit
organizations.
In February 1999, CIBER, Inc. acquired substantially all of
the assets and liabilities of the Company. As a result of the
acquisition, certain employment and compensation agreements
were terminated. The accompanying financial statements do not
reflect the effects of the acquisition.
(b) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts
reported in the financial statements and the accompanying
notes. Actual results could differ from these estimates.
(c) CONCENTRATIONS OF CREDIT RISK
The accounts receivable balance consists of a small group of
large customers. Four customers account for approximately 65%
of the total accounts receivable balance.
(d) AVAILABLE-FOR-SALE SECURITIES
Management considers all marketable equity securities as
available-for-sale. Available-for-sale securities are carried
at fair value, with the unrealized gains and losses, net of
tax, reported as a separate component of shareholders' equity.
Realized gains and losses and declines in value judged to be
other-than-temporary on available-for-sale securities are
included in interest and other income. In accordance with
Statement of Financial Accounting Standards No. 130, REPORTING
COMPREHENSIVE INCOME, unrealized gains and losses, net of tax,
are not included in operations but are included as other
comprehensive income or loss in shareholders' equity.
(e) PROPERTY AND EQUIPMENT
Property and equipment, which consists primarily of office
furniture and equipment, is stated at cost and depreciated
using an accelerated method over useful lives ranging from 3
to 7 years.
F-6
<PAGE>
BUSINESS IMPACT SYSTEMS, INC.
Notes to Financial Statements
December 31, 1998
(f) CASH OVERDRAFT
The Company has reflected uncleared checks outstanding in
excess of bank balances as a cash overdraft which was
eliminated in January 1999 through the collection of accounts
receivable.
(g) REVENUE RECOGNITION
The Company recognizes revenue when consulting services are
provided.
(h) INCOME TAXES
Deferred tax assets and liabilities are recognized for
expected future tax consequences of events that have been
included in the financial statements and/or income tax
returns. Deferred tax assets and liabilities are determined
based upon the difference between the financial statement and
tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to
reverse.
(2) AVAILABLE-FOR-SALE SECURITIES
The Company has unrealized gains on available-for-sale securities,
which consist entirely of mutual funds, of $274,000 at December 31,
1998. Realized gains on available-for-sale securities, using the
average-cost method, were $17,000 in 1998. Fair values are based on
quoted market prices.
(3) INCOME TAXES
The components of the deferred income tax liability at December 31,
1998 are (in thousands):
<TABLE>
<S> <C>
Accounts receivable $ 1,987
Prepaid expenses 100
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Deferred income tax liability $ 2,087
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</TABLE>
Income tax expense consists of the following for the year ended
December 31, 1998 (in thousands):
<TABLE>
<S> <C>
Current:
Federal $ 108
State 21
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129
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Deferred:
Federal 869
State 194
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1,063
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Total income tax expense $ 1,192
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</TABLE>
F-7
<PAGE>
BUSINESS IMPACT SYSTEMS, INC.
Notes to Financial Statements
December 31, 1998
Cash payments for the year ended December 31, 1998 for income taxes were
approximately $129,000.
Income tax expense differs from the amounts computed by applying the
statutory U.S. Federal income tax rate of 34% as a result of the
following (in thousands):
<TABLE>
<S> <C>
Tax at federal statutory rate $ 1,050
State income taxes, net of federal
income tax benefit 142
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Income tax expense $ 1,192
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</TABLE>
(4) RETIREMENT AND PROFIT SHARING PLAN
The Company has a 401(k) plan (the Plan). Eligible participants include
all employees who have completed 1 month of service and are at least 21
years of age. Company contributions to the plan are at the sole
discretion of the Company's Board of Directors. The Company has made no
such contributions through December 31, 1998. The Company has
established profit sharing plans for officers and employees of the
Company whereby each individual is eligible for profit sharing, as
defined in the profit sharing plans. Payments under the profit sharing
plans were approximately $1.4 million for the year ended December 31,
1998.
(5) COMMITMENTS
The Company leases certain office space under non-cancelable operating
lease agreements. Rent expense was approximately $105,000 for the year
ended December 31, 1998. Future minimum lease payments under these
non-cancelable operating lease arrangements are as follows (in
thousands):
<TABLE>
<S> <C>
1999 $ 68
2000 22
2001 15
2002 15
2003 3
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$ 123
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</TABLE>
In August 1997, the Company began leasing a building from the majority
shareholder for business retreats and meetings. Rent expense for this
lease was $23,000 in 1998. The remaining minimum lease payments under the
agreement are as follows (in thousands):
<TABLE>
<S> <C>
1999 $ 23
2000 15
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$ 38
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</TABLE>
F-8
<PAGE>
CIBER, INC. AND SUBSIDIARIES
INTRODUCTION TO UNAUDITED
PRO FORMA COMBINED FINANCIAL STATEMENTS
The following pro forma combined statements of operations of CIBER, Inc. and
Subsidiaries ("CIBER") combine the results of operations of Business Impact
Systems, Inc. ("BIS") assuming the acquisition of BIS occurred at the
beginning of each period presented. The pro forma combined financial
statements are based on available information and on certain adjustments
which CIBER believes are reasonable. The pro forma combined financial
statements are provided for informational purposes only and do not purport to
present the results of operations of CIBER had the transactions occurred on
or as of the dates indicated, nor are they necessarily indicative of the
results of operations which may be achieved in the future.
BIS's fiscal year ended on December 31, where as CIBER's fiscal year ends on
June 30. In preparing the pro forma combined financial statements, BIS's
fiscal year has been conformed with CIBER's. The historical statement of
operations of CIBER for the year ended June 30, 1998 has been restated for
the August 1998 pooling of interests with EJR Computer Associates, Inc.
A pro forma combined balance sheet has not been presented because the
transaction has already been reported in CIBER's balance sheet as of March
31, 1999 as filed on a Form 10-Q/A.
F-9
<PAGE>
CIBER, INC. AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
HISTORICAL
-------------------------- PRO FORMA PRO FORMA
CIBER BIS ADJUSTMENTS COMBINED
---------- ----------- ------------- ----------
<S> <C> <C> <C> <C>
IN THOUSANDS, EXCEPT SHARE DATA
Consulting services $303,153 $ 8,429 - $311,582
Other revenues 36,561 - - 36,561
---------- ----------- ------------- ----------
Total revenues 339,714 8,429 - 348,143
---------- ----------- ------------- ----------
Cost of consulting services 194,660 4,558 - 199,218
Cost of other revenues 25,221 - - 25,221
Selling, general and administrative expenses 74,239 2,259 - 76,498
Amortization of intangible assets 2,151 - 1,764 (1) 3,915
Merger costs 1,535 - - 1,535
---------- ----------- ------------- ----------
Operating income 41,908 1,612 (1,764) 41,756
Interest and other income 1,330 209 - 1,539
Interest expense - - - -
---------- ----------- ------------- ----------
Income before income taxes 43,238 1,821 (1,764) 43,295
Income tax expense 17,801 702 (150) (2) 18,353
---------- ----------- ------------- ----------
Net income $ 25,437 $ 1,119 $ (1,614) $ 24,942
---------- ----------- ------------- ----------
---------- ----------- ------------- ----------
Pro forma information:
Historical net income $ 25,437 $ 1,119 $ (1,614) $ 24,942
Pro forma adjustment to income tax expense - - - -
---------- ----------- ------------- ----------
Pro forma net income $ 25,437 $ 1,119 $ (1,614) $ 24,942
---------- ----------- ------------- ----------
---------- ----------- ------------- ----------
Pro forma income per share - basic $ 0.48 $ 0.45
Pro forma income per share - diluted $ 0.46 $ 0.43
Weighted average shares - basic 53,314 2,401 (3) 55,715
Weighted average shares - diluted 55,324 2,401 (3) 57,725
</TABLE>
(1) To reflect amortization of goodwill of $1,389,000 and amortization of
non-compete agreements of $375,000 resulting from the acquisition.
(2) To reflect the tax benefit of the amortization of non-compete
agreements. Since the acquisition was a tax-free reorganization for
income tax purposes, the amortization of goodwill is not tax
deductible.
(3) To reflect the issuance of CIBER's common stock in connection with the
acquisition of BIS.
F-10
<PAGE>
CIBER, INC. AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
HISTORICAL
-------------------------- PRO FORMA PRO FORMA
CIBER BIS ADJUSTMENTS COMBINED
---------- ----------- ------------- ----------
IN THOUSANDS, EXCEPT SHARE DATA
<S> <C> <C> <C> <C>
Consulting services $516,692 $ 11,577 - $528,269
Other revenues 59,796 - - 59,796
------------ ------------- --------------- -------------
Total revenues 576,488 11,577 - 588,065
------------ ------------- --------------- -------------
Cost of consulting services 332,356 6,175 - 338,531
Cost of other revenues 43,150 - - 43,150
Selling, general and administrative expenses 134,640 3,433 - 138,073
Amortization of intangible assets 3,936 - 3,528 (1) 7,464
Merger costs 4,538 - - 4,538
---------- ----------- ------------- ----------
Operating income 57,868 1,969 (3,528) 56,309
Interest and other income 1,767 170 - 1,937
Interest expense (232) - - (232)
---------- ----------- ------------- ----------
Income before income taxes 59,403 2,139 (3,528) 58,014
Income tax expense 22,926 828 (300) (2) 23,454
---------- ----------- ------------- ----------
Net income $ 36,477 $ 1,311 $ (3,228) $ 34,560
---------- ----------- ------------- ----------
---------- ----------- ------------- ----------
Pro forma information:
Historical net income $ 36,477 $ 1,311 $ (3,228) $ 34,560
Pro forma adjustment to income tax expense (2,207) - - (2,207)
---------- ----------- ------------- ----------
Pro forma net income $ 34,270 $ 1,311 $ (3,228) $ 32,353
---------- ----------- ------------- ----------
---------- ----------- ------------- ----------
Pro forma income per share - basic $ 0.67 $ 0.60
Pro forma income per share - diluted $ 0.64 $ 0.58
Weighted average shares - basic 51,355 2,401 (3) 53,756
Weighted average shares - diluted 53,843 2,401 (3) 56,244
</TABLE>
(1) To reflect amortization of goodwill of $2,778,000 and amortization of
non-compete agreements of $750,000 resulting from the acquisition.
(2) To reflect the tax benefit of the amortization of non-compete agreements.
Since the acquisition was a tax-free reorganization for income tax
purposes, the amortization of goodwill is not tax deductible.
(3) To reflect the issuance of CIBER's common stock in connection with the
acquisition of BIS.
F-11
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
CIBER, Inc.:
We consent to incorporation by reference in the registration statements on
Form S-8 (Nos. 33-81320-3, 33-87978, 33-88046, 33-88048, 33-88050, 333-15091,
333-25543, 333-25545, 333-59015 and 333-61287) and Form S-4 (No. 333-31905)
of CIBER, Inc. of our report dated August 16, 1999, relating to the balance
sheet of Business Impact Systems, Inc., as of December 31, 1998, and the
related statements of operations, shareholders' equity and cash flows for the
year then ended, which report appears in the Form 8-K/A of CIBER, Inc.
KPMG LLP
Denver, Colorado
August 20, 1999
