0000912057-01-533413.txt : 20011009
0000912057-01-533413.hdr.sgml : 20011009
ACCESSION NUMBER: 0000912057-01-533413
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20010918
ITEM INFORMATION: Acquisition or disposition of assets
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010925
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CIBER INC
CENTRAL INDEX KEY: 0000918581
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
IRS NUMBER: 382046833
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13103
FILM NUMBER: 1744521
BUSINESS ADDRESS:
STREET 1: 5251 DTC PKYWAY
STREET 2: STE 1400
CITY: ENGLEWOOD
STATE: CO
ZIP: 80111-2742
BUSINESS PHONE: 3032200100
MAIL ADDRESS:
STREET 1: 5251 DTC PKWY
STREET 2: STE 1400
CITY: ENGLEWOOD
STATE: CO
ZIP: 80111-2742
8-K
1
a2059899z8-k.txt
FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 18, 2001
--------------------
CIBER, INC.
-----------
(Exact name of registrant as specified in its charter)
DELAWARE 0-23488 38-2046833
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5251 DTC PARKWAY, SUITE 1400, GREENWOOD VILLAGE, COLORADO 80111
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 220-0100
--------------
CIBER, INC.
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
On September 18, 2001, CIBER, Inc. ("CIBER") acquired the business and
properties of Aris Corporation, ("Aris") as the result of Aris' merger with
and into CIBER. Pursuant to the Second Amended and Restated Agreement and
Plan of Merger by and between CIBER, Inc. and Aris Corporation, CIBER
exchanged $1.30 in cash and 0.1937 shares of CIBER common stock for each
outstanding share of Aris common stock.
The total value of the consideration paid to Aris shareholders was
approximately $28 million, consisting of approximately 2.2 million shares of
CIBER's common stock and $14.9 million in cash. The cash portion of the
consideration was paid using CIBER available cash on hand. CIBER will account
for this business combination as a purchase. Included in the assets acquired
with Aris is the building that Aris has used as its corporate headquarters.
The building is under contract to be sold for net cash proceeds of
approximately $6.0 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
The information required by this item has been omitted as substantially the
same information required by this form has been previously reported by the
registrant. Such information was included in Post-Effective Amendment No. 2
to Form S-4 (Registration no. 333-69031) filed with the SEC on August 3,
2001.
(b) Pro forma financial information (pages F-1 to F-6).
- Introduction to Unaudited Pro Forma Financial Statements
- Pro Forma Condensed Balance Sheet as of June 30, 2001
- Pro Forma Condensed Statement of Operations for the six months
ended June 30, 2001
- Pro Forma Condensed Statement of Operations for the year ended
December 31, 2000
- Notes to Unaudited Pro Forma Condensed Financial Statements
(c) Exhibits
2.1 The Second Amended and Restated Agreement and Plan of Merger
by and Between CIBER, Inc. and Aris Corporation is
incorporated by reference to the Post-Effective Amendment
No. 2 to Form S-4 filed by CIBER, Inc. on August 3, 2001.
99.1 News Release dated September 19, 2001 announcing CIBER
Completes Acquisition of Aris Corporation.
1
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: September 25, 2001 By: /s/ Christopher L. Loffredo
---------------------------
Christopher L. Loffredo
V.P./Chief Accounting Officer
2
CIBER, INC. AND SUBSIDIARIES
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
The unaudited pro forma information set forth below gives effect to the
merger of Aris into CIBER as if it had been completed on January 1, 2000 for
purposes of the statements of operations, and as if it had been completed on
June 30, 2001 for balance sheet purposes. The pro forma condensed financial
statements are derived from the historical financial statements of CIBER and
Aris.
CIBER will account for the merger under the purchase method of accounting.
Accordingly, CIBER will establish a new basis for Aris assets and liabilities
based upon the fair values thereof and the CIBER purchase price, including
costs of the merger. The purchase accounting adjustments made in connection
with the development of the pro forma condensed financial statements are
preliminary and have been made solely for the purposes of developing such pro
forma financial information and are based upon the assumptions described in
the notes hereto. The pro forma adjustments do not reflect any operating
efficiencies and costs savings that may be achieved with respect to the
combined companies nor any adjustments to expenses for any future operating
changes. Upon the closing of the merger, CIBER may incur integration related
expenses not reflected in the pro forma financial statements such as the
elimination of duplicate facilities, operational realignment and workforce
reductions. The following pro forma financial information is not necessarily
indicative of the financial position or operating results that would have
occurred had the merger been completed on the dates discussed above.
CIBER is unaware of events, other than those disclosed in the pro forma notes
that would require a material change to the preliminary purchase price
allocation. However a final determination of the required purchase accounting
adjustments will be made upon completion of the merger and the actual
financial position and results of operations will differ, perhaps
significantly, from the pro forma amounts reflected herein because of a
variety of factors, including access to additional information, changes in
value not currently identified and changes in operating results between the
dates of the pro forma financial information and the date on which the merger
takes place.
F-1
CIBER, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET
JUNE 30, 2001
(UNAUDITED)
HISTORICAL (1)
IN THOUSANDS ---------------------- PRO FORMA PRO FORMA
ASSETS CIBER ARIS ADJUSTMENTS COMBINED
------ -------- -------- ------------ ----------
Current assets:
Cash and cash equivalents $ 15,958 $ 9,788 $(16,393) (2) $ 13,355
4,002 (3)
Investments - 4,002 (4,002) (3) -
Accounts receivable, net 120,459 13,368 - 133,827
Prepaid expenses and other current assets 7,388 2,858 - 10,246
Income taxes refundable 2,243 1,188 - 3,431
Deferred income taxes 3,836 271 4,107
-----------------------------------------------------------------
Total current assets 149,884 31,475 (16,393) 164,966
-----------------------------------------------------------------
Property and equipment, net 25,029 8,554 (2,554) (2) 31,029
Intangible assets, net 135,216 6,577 (8,879) (2) 132,914
Deferred income taxes 3,336 2,360 1,914 (2) 7,610
Other assets 3,407 1,080 (1,080) (2) 3,407
-----------------------------------------------------------------
Total assets $316,872 $50,046 $(26,992) $339,926
-----------------------------------------------------------------
-----------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payables $ 13,893 $ 2,051 $ - $ 15,944
Acquisition costs payable 959 - - 959
Accrued compensation and payroll taxes 24,187 1,896 - 26,083
Other accrued expenses and liabilities 7,734 2,738 - 10,472
Income taxes payable 847 1,648 - 2,495
-----------------------------------------------------------------
Total current liabilities 47,620 8,333 - 55,953
-----------------------------------------------------------------
Shareholders' equity:
Common stock 596 - - 596
Additional paid-in capital 231,566 51,341 (51,341) (4) 246,287
13,221 (2)
1,500 (2)
Retained earnings (deficit) 61,342 (8,536) 8,536 (4) 42,147
(19,195) (10)
Accumulated other comprehensive loss (2,845) (1,092) 1,092 (4) (2,845)
Treasury stock (21,407) - 19,195 (10) (2,212)
-----------------------------------------------------------------
Total shareholders' equity 269,252 41,713 (26,992) 283,973
-----------------------------------------------------------------
Total liabilities and shareholders' equity $316,872 $50,046 $(26,992) $339,926
-----------------------------------------------------------------
-----------------------------------------------------------------
See accompanying notes to pro forma condensed financial statements
F-2
CIBER, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2001
(UNAUDITED)
HISTORICAL (1)
------------------------- PRO FORMA PRO FORMA
IN THOUSANDS, EXCEPT PER SHARE DATA CIBER ARIS ADJUSTMENTS COMBINED
-------- ------- ----------- ---------
Consulting services $271,082 $26,212 $ - $297,294
Other revenues 14,791 1,116 - 15,907
-----------------------------------------------------------
Total revenues 285,873 27,328 - 313,201
-----------------------------------------------------------
Cost of consulting services 188,166 16,792 - 204,958
Cost of other revenues 8,595 - - 8,595
Selling, general and administrative expenses 79,105 14,573 (255) (5) 93,423
Amortization of intangible assets 6,090 1,670 (1,670) (6) 6,090
Other charges 1,242 592 - 1,834
-----------------------------------------------------------
Operating income (loss) 2,675 (6,299) 1,925 (1,699)
Other income, net 418 2,791 (369) (7) 2,840
-----------------------------------------------------------
Income (loss) from continuing operations
before income taxes 3,093 (3,508) 1,556 1,141
Income tax expense 1,153 (610) 497 (8) 1,040
-----------------------------------------------------------
Income (loss) from continuing operations, net of tax $ 1,940 $(2,898) $ 1,059 $ 101
-----------------------------------------------------------
-----------------------------------------------------------
Income per share - basic - continuing operations $ 0.03 $ 0.00
Income per share - diluted - continuing operations $ 0.03 $ 0.00
Weighted average shares - basic 57,207 2,219 (9) 59,426
Weighted average shares - diluted 57,638 2,219 (9) 59,857
See accompanying notes to pro forma condensed financial statements
F-3
CIBER, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000
(UNAUDITED)
HISTORICAL (1)
------------------------ PRO FORMA PRO FORMA
IN THOUSANDS, EXCEPT PER SHARE DATA CIBER ARIS ADJUSTMENTS COMBINED
-------- -------- ----------- ---------
Consulting services $586,481 $ 58,186 $ - $644,667
Other revenues 35,053 5,543 - 40,596
------------------------------------------------------------
Total revenues 621,534 63,729 - 685,263
------------------------------------------------------------
Cost of consulting services 401,359 37,445 - 438,804
Cost of other revenues 20,719 1,010 - 21,729
Selling, general and administrative expenses 158,553 32,901 (560) (5) 190,894
Amortization of intangible assets 14,032 3,681 (3,681) (6) 14,032
Goodwill impairment and other charges 83,768 - - 83,768
------------------------------------------------------------
Operating income (loss) (56,897) (11,308) 4,241 (63,964)
Other income (expense), net 1,038 (3,012) (1,054) (7) (3,028)
------------------------------------------------------------
Loss from continuing operations before income taxes (55,859) (14,320) 3,187 (66,992)
Income tax expense (benefit) 10,916 (2,927) 705 (8) 8,694
------------------------------------------------------------
Loss from continuing operations, net of tax $(66,775) $(11,393) $ 2,482 $(75,686)
------------------------------------------------------------
------------------------------------------------------------
Loss per share - basic - continuing operations $ (1.15) $ (1.26)
Loss per share - diluted - continuing operations $ (1.15) $ (1.26)
Weighted average shares - basic 57,900 2,219 (9) 60,119
Weighted average shares - diluted 57,900 2,219 (9) 60,119
See accompanying notes to pro forma condensed financial statements
F-4
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
1. These columns reflect the historical results of operations and
financial position of the respective companies.
2. This adjustment reflects the acquisition of Aris and the allocation of
the excess of the total of the values assigned to Aris' net assets over
the consideration paid for the net assets acquired, including the costs
of the transaction, (negative goodwill). For the purpose of these pro
forma financial statements, the consideration has been calculated based
on CIBER acquiring all of the outstanding shares of Aris in exchange
for a combination of $1.30 in cash and .1937 of a share of CIBER common
stock for each outstanding share of Aris common stock. The exchange
represents $2.45 per Aris share or an aggregate offer value of $28
million based on the $5.958 average closing price of CIBER shares for
the five trading days ending September 10, 2001. CIBER expects to issue
approximately 2.2 million shares.
All outstanding options and warrants to purchase shares of Aris common
stock will be exchanged for options and warrants to purchase shares of
CIBER common stock. As part of the purchase price, CIBER will record
the replacement of Aris' options and warrants at their fair value by
using the Black-Scholes option pricing model.
This adjustment reflects the reduction of Aris' assets and liabilities
to fair value (in thousands):
Merger consideration paid in cash $ 14,893
Merger consideration paid in CIBER common stock 13,221
--------
28,114
Historical net book value of Aris (41,713)
Estimated fair value of CIBER options and warrants 1,500
Estimated merger costs incurred by CIBER 1,500
--------
Reduction of Aris assets and liabilities to fair value (10,599)
Pro forma adjustments relating to:
Existing Aris intangible assets 6,577
Deferred tax impact (1,914)
--------
Preliminary negative goodwill $ (5,936)
========
Allocation of preliminary negative goodwill to:
Reduction of property and equipment $ (2,554)
Reduction of other assets (1,080)
Negative Goodwill (2,302)
--------
$ (5,936)
========
Upon closing of the merger, the actual adjustment to the fair value of
Aris' assets and liabilities will be allocated to its property and
equipment and other assets. A preliminary allocation of the purchase
price has been made to certain identifiable tangible and intangible
assets and liabilities of Aris, including deferred income tax impacts,
based on information available to management at the date of the
preparation of the accompanying pro forma condensed financial
information. Preliminary negative goodwill has been allocated to
certain long-term assets based on their estimated relative fair values.
Because of the tax-free nature of the merger, Aris' historical tax
basis has not been
F-5
adjusted for the decrease in fair value of Aris' property and
equipment, which has resulted in an additional deferred tax assets.
3. Represents the liquidation of Aris' investment balances.
4. Represents the elimination of Aris' historical shareholders' equity
accounts.
5. Represents the decrease in depreciation resulting from reduction in
value of property and equipment.
6. Represents the elimination of Aris' historical intangible amortization.
7. Represents an adjustment to decrease interest income to reflect the
forgone interest on the cash used to fund the cash consideration to be
paid in the merger. Interest expense was calculated using an interest
rate of 6.5% for the year ended December 31, 2000 and 4.5% for the six
months ended June 30, 2001.
8. Represents the income tax effect of the pro forma adjustments assuming
a 40% effective tax rate, giving affect to non-deductible amortization.
9. Represents the incremental weighted average shares issued in the
merger.
10. Represents the expected use of treasury shares to be issued for the
stock component of the consideration.
F-6
EX-99.1
3
a2059899zex-99_1.txt
EXHIBIT 99.1
[LOGO]
CIBER, INC.
5251 DTC PARKWAY, SUITE 1400
GREENWOOD VILLAGE, CO 80111
WWW.CIBER.COM
For Immediate Release Contacts: Doug Eisenbrandt Fred Schapelhouman
Investor Relations CFO
CIBER, Inc. Aris Corporation
(303) 220-0100 (425) 372-2747
CIBER COMPLETES ACQUISITION OF ARIS CORPORATION
GREENWOOD VILLAGE, Colo. - Sept. 19, 2001 - CIBER, Inc. (NYSE: CBR) and
Aris Corporation (NASDAQ: ARSC) today announced the successful completion of the
acquisition of Aris by CIBER, effective September 18, 2001.
"As with virtually all IT services companies, Aris is not as large as it
was last spring, however, the pricing mechanisms of this combination
accommodated the anticipation of this. We have confirmed our belief from June,
when this was preliminarily announced, that we have found very good folks at
Aris' practice/operational level. The combining of corporate offices and
consolidation of certain overhead positions should put these operations on track
to perform profitably at CIBER," said Mac Slingerlend, CIBER's President and
Chief Executive Officer.
Aris' operations will be split between CIBER Enterprise Solutions, CIBER's
Enterprise Resource Planning (ERP) oriented practices, because of Aris'
concentration on Oracle software in the U.S. and Microsoft software in the
United Kingdom, and CIBER's core branch operations for a portion of Aris'
Seattle and New Jersey operations.
"This business combination is an excellent fit for our outstanding
employees and world-class customers. Over the last few months, we have continued
to be impressed by the experience of CIBER's management team and we are more
convinced than ever that this is a significant win for Aris and CIBER
shareholders, employees and customers alike," said Paul Song, Aris' Chairman and
Founder.
Based on terms of the definitive agreement to merge, the purchase price
will be $1.30 cash plus .1937 CIBER shares for each Aris share. Based on the
pricing period established in the merger agreement, this represents $2.45 of
value for each Aris share. The total value of the transaction is approximately
$28 million. Aris' shareholders voted to complete the transaction on September
11, 2001, subject to final closing procedures.
It is projected that Aris' operations will represent $30 million to $35
million in annual revenue and that the Aris balance sheet as of the closing date
will deliver approximately $28 million in tangible net worth.
(more)
CIBER COMPLETES ACQUISITION OF ARIS PAGE 2
ABOUT ARIS
Aris Corporation (NASDAQ:ARSC) delivers end-to-end eBusiness consulting
services, integrated strategy and technology-enabled solutions that foster
interactive business. Founded in 1990, Aris is headquartered in Bellevue,
Washington and maintains offices across the United States and in the United
Kingdom. For more information about Aris, visit www.aris.com.
ABOUT CIBER
CIBER, Inc. (NYSE: CBR) is a leading international, e-business integrator,
providing IT services for Internet strategy and development, complete life cycle
system integration (from customer quotation through cash collection), with
superior value-priced services for both private and government sector clients.
CIBER's services are offered on a project or strategic staffing basis, in both
custom and enterprise resource planning (ERP) package environments, and across
all technology platforms, operating systems and infrastructures. Founded in
1974, the company's consultants now serve client businesses from 35 CIBER, 10
DigiTerra, four Solution Partners and four Enspherics offices in the U.S.,
Canada and Europe. With offices in six countries, CIBER's 5,000 IT specialists
continuously build and upgrade our clients' systems to "competitive advantage
status."
This news release may include statements that may constitute
"forward-looking statements," including estimates of future business prospects
or financial results and statements containing the words "believe," "expect," or
similar expressions. Any forward-looking statements herein are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. There are many factors that could cause actual results of CIBER and its
subsidiaries (collectively, the "Company") to differ materially from
forward-looking statements. Please refer to a discussion of these factors in the
Company's Annual Reports on Form 10-K, 10-Qs and other Securities and Exchange
Commission filings, which are incorporated herein by reference. 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.
CIBER and the CIBER logo are trademarks or registered trademarks of CIBER, Inc.
###