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