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): April 27, 2005

CIBER, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23488	38-2046833
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02. Disclosure of Results of Operations and Financial Condition.

On April 27, 2005, we issued a press release in which we announced our financial results for the three months ended March 31, 2005.  The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Company reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP financial measures used in managing the Company’s business may provide users of this financial information with additional meaningful comparisons between current results and prior reported results. Certain of the information set forth in the attached press release constitutes non-GAAP financial measures within the meaning of Regulation G adopted by the Securities and Exchange Commission. We have presented below a reconciliation of these measures to the most directly comparable GAAP financial measure. The presentation of this additional information is not meant to be considered in isolation or as a substitute for comparable amounts determined in accordance with generally accepted accounting principles in the United States.

These non-GAAP financial measures are discussed below.

1.Cash Earnings Per Share – Cash Earnings Per Share is measured as GAAP net income plus amortization of intangible assets, as reported in our consolidated statements of operations, less income taxes associated with the amortization of intangible assets, plus the interest and amortization expense associated with the contingent convertible debentures, net of tax, divided by weighted average shares - diluted, as reported in our consolidated statements of operations. The following table reconciles cash earnings per share to the most comparable GAAP measure, net income.

Reconciliation of GAAP Net Income to Cash Net Income and Cash Earnings Per Share (Non-GAAP)

(In thousands, except per share data)

	Q1 - 2004			Q1 - 2005
GAAP net income	$	5,965		$	7,797
Add: Amortization of intangible assets	609			1,580
Less: Income tax effect	(231		)	(616		)
Add: Debt interest expense, net of tax	957			660
Cash net income	$	7,300		$	9,421
Weighted average shares - diluted	73,451			72,547
Cash earnings per share	$	0.10		$	0.13

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2.EBITA – EBITA is measured as GAAP Net Income, plus income tax expense and amortization of intangible assets, less interest and other income (expense), net, all as reported in our consolidated statements of operations. The following table reconciles EBITA to the most comparable GAAP measure, net income.

Reconciliation of GAAP Net Income to EBITA (Non-GAAP)

(In thousands)

	Q1 - 2004			Q1 - 2005
GAAP net income	$	5,965		$	7,797
Add: Income tax expense	3,814			4,984
Less: Interest and other income (expense), net	(64		)	1,421
Add: Amortization of intangible assets	609			1,580
EBITA	$	10,324		$	15,782

3.Free Cash Flow Per Share is measured as GAAP Net Income, plus depreciation and amortization of intangible assets, less capital expenditures, all as reported in our consolidated statements of operations and/or cash flows, divided by weighted average shares - diluted (excluding the dilution from contingent convertible debt).  The following table reconciles Free Cash Flow Per Share to the most comparable GAAP measure, net income.

Reconciliation of GAAP Net Income to Free Cash Flow and Free Cash Flow Per Share (Non-GAAP)

(In thousands, except per share data)

	Q1 - 2004			Q1 - 2005
GAAP net income	$	5,965		$	7,797
Add: Depreciation	1,963			2,933
Add: Amortization of intangible assets	609			1,580
Less: Capital expenditures	(1,366		)	(2,127		)
Free Cash Flow	$	7,171		$	10,183
Weighted average shares – diluted	73,451			72,547
Less: Dilutive effect of contingent convertible debt	(12,830		)	(8,981		)
Weighted average shares – diluted, excluding contingent convertible debt	60,621			63,566
Free Cash Flow Per Share	$	0.12		$	0.16

Item 9.01(c). Exhibits.

99.1Press release dated April 27, 2005.

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SIGNATURE

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:  April 28, 2005	By:	/s/ David G. Durham
			David G. Durham
			Chief Financial Officer, Senior
			Vice President and Treasurer

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EX-99.1

Exhibit 99.1

CIBER, Inc.

5251 DTC Parkway, Suite 1400

Greenwood Village, CO  80111

www.ciber.com

For Immediate Release	Contacts:	Doug Eisenbrandt
		Investor Relations
		303-220-0100
		deisenbrandt@ciber.com

CIBER’S 2005 FIRST QUARTER REVENUE SETS RECORD

EPS Above Guidance; Guides to Higher Second Quarter

GREENWOOD VILLAGE, Colo. – April 27, 2005 – CIBER, Inc. (NYSE: CBR), today reported results for the first quarter of 2005, ended March 31^st.

“As guided, despite fewer billing days, the first quarter yielded a new record for quarterly revenue for CIBER and a very solid earnings result,” said Mac Slingerlend, CIBER’s President and Chief Executive Officer.  “It was unfortunate to have to guide to an abbreviated first quarter, and issue guidance last February lower than early Street expectations – as did several other IT services players.  However, the results reported today continue to demonstrate that we have a solid business model and now we have the calendar on our side for the second quarter, as well.  Following comments on the first quarter, we have updated our guidance below.”

(In millions, except share data amounts)

	Three months Ended
	Year Ago Quarter		Last Quarter		Current Quarter
Financial Summary:	March 2004		December 2004		March 2005
Revenue	$	180.1	$	235.2	$	239.6
Net Income	$	6.0	$	7.5	$	7.8
GAAP Earnings per share	$	0.09	$	0.11	$	0.12
Cash Earnings per share	$	0.10	$	0.12	$	0.13
Free Cash Flow*	$	7.2	$	8.5	$	10.2

* Free cash flow is defined as net income plus depreciation plus amortization minus capital expenditures.  It does not include all operational working capital changes as the timing of certain payments and receipts unevenly distort quarterly results.

Operating Leverage Continues:

“For the last several years we have highlighted, almost preached, about the dynamics of how growing revenue dollars while growing the EBITA percent has a multiplier effect on earnings.  Please note how we are continuing to prove this financial value:”

(MORE)

($ millions)

	1Q04			1Q05			Growth
Revenue	$	180.1		$	239.6		33	%
EBITA%	5.7		%	6.6		%	16	%
EBITA $	$	10.3		$	15.8		53	%

“Thus, a 33 percent increase in revenue and a 16 percent increase in EBITA margins has yielded a 53 percent increase in EBITA dollars, which further leads to higher cash flow and EPS.  This is not a new concept, but it appears to be flying under the radar screen,” continued Slingerlend.

Fiscal Quarter Recap:

Revenue for the March 31, 2005 quarter of $239.6 million was $59.5 million, or 33 percent, higher than the year earlier quarter of $180.1 million.  Sequentially, the March 2005 quarter was $4.4 million, or 2 percent, higher than the December 2004 quarter, despite less billing days.  Most importantly, organic revenue grew 4 percent on a consolidated basis over the first quarter of 2004.

Net Income of $7.8 million for the March 2005 quarter exceeded March 2004 results by $1.8 million, or 31 percent.  Net income was up $0.3 million from the fourth quarter of 2004 as, generally, higher productivity was tempered by higher early in the year payroll taxes.

GAAP EPS was $0.12/share for the March 2005 quarter, a 33 percent increase from March 2004’s FASB EITF 04-8 adjusted $0.09/share.

Cash Net Income (net income + tax adjusted amortization and related contingent convertible debt interest) was $9.4 million for the March 2005 quarter, an increase of 29 percent from the March 2004 quarter of $7.3 million.

Cash EPS was $0.13/share for the March 2005 quarter, a 30 percent increase from the year earlier quarter stated EPS of $0.10/share.

Free Cash Flow (FCF)  ($ millions, except per share data)

	March 2004			March 2005
Net Income	$	6.0		$	7.8
Depreciation	2.0			2.9
Amortization	0.6			1.6
Capital Exp.	(1.4		)	(2.1		)
FCF	$	7.2		$	10.2
“Other” CF Items*	(14.8		)	(16.7		)
Net FCF	$	(7.6	)	$	(6.5	)
Diluted Shares**	60.6			63.6
FCF/sh.	$	0.12		$	0.16
Net FCF/sh.	($0.13		)	($0.10		)

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* “Other” Cash Flow Items, from the operating activities portion of the Statement of Cash Flows, vary with timing of receipts and payments and temporarily increase or decrease FCF.  For this reason, CIBER believes FCF is a more representative and less volatile calculation of cash flow.

** Presented without the synthetic Contingent Convertible Debt Dilution as such would produce artificial income and shares outstanding changes.

Operational Comments:

“Our business combinations from 2001-2004 continue to perform well.  Specifically, the material combinations from 2004 have enhanced our public sector and European operations.  As previously stated, for 2005 we are focused on internal growth across the business model, including CIBERsites^® development.”

“CIBER has now surpassed all but the largest international consultancies, and we often have competitive advantages in capabilities and price points.  With operations in 17 countries we also now entertain requests from clients not previously possible, according to recent statements by some new clients and prospects,” said Slingerlend.

“During the quarter we acquired a single-office SAP operation from a competitor that found it no longer strategic to their model.  For CIBER, it squarely fit into our strategy of enhancing our U.S.-SAP operations.  There were approximately 30 employees in the office.  On an annual basis, it will represent less than one percent of revenue and earnings, but it has already successfully transitioned to CIBER and contributed approximately $1.8 million revenue to the current quarter.”

CIBERsites Initiative Began in the March Quarter:

Highlights for the first quarter included opening our initial low-cost “CIBERsites” domestic development center in Oklahoma City.  The early pipeline and signings for this facility are very encouraging.  Consequently, we procured our next site and in March announced that Tampa, Florida will host our second CIBERsites development center.  “With rates between $35-39/hour, we have a very attractive extension of and alternative to offshoring work and U.S. jobs,” said Tim Boehm, CIBERsites Practice President.

Additional First Quarter Wins and Accomplishments:

Federal Solutions Practice

•New U.S. Department of Agriculture $4+ million legacy systems to WebSphere project, that includes our CIBERsites domestic delivery center, to reengineer the national farmers’ loan system.

State & Local Solutions Practice

•New $20 million, multi-year contract with the City of New Orleans.

•New $4.5 million Pennsylvania Department of Health maintenance and .Net conversion contract for their WIC system.  Also, Pennsylvania’s Department of Transportation has commenced a new $4 million project.

CIBER Enterprise Solutions Practice (ERP)

•First SAP Campus Solutions win with Northern Kentucky University.

•New partnership with SunGard SCT for Campus Solutions implementations.

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•Almost $8 million in 1Q05 wins in higher education campus solutions.

Custom Solutions Practice

•New $10 million three-Practice, cross-selling win in the paper industry that includes application development, infrastructure support and hosting, and an opportunity for an Oracle applications software upgrade.

•Nationwide Credit new $2+ million mainframe to ..Net project, which includes offshore delivery services.

•A major international entertainment industry client has signed new contracts worth over $4 million.

•Three outsourcing wins totaling almost $20 million at a major telecommunications client.

•Organic sequential and year-over-year growth in services revenue.

CIBER Europe Practice

•New million Euro plus ERP and custom software applications wins with Allianz (Germany), Bayer (Germany), Flint-Schmidt (Germany), Euroset (Russia), Alpha Retail (UK), Cosworth (UK) and Den Norske Bank (Norway).

•New cross-border contract with Sony Ericsson, combining Raleigh, NC with Oslo, Norway for an Information Technology Infrastructure Library (ITIL) project in Munich, Germany.

Domestic Wins and Pipeline

“First quarter 2005 domestic contract wins totaled $203 million, a 1.1:1 book-to-bill ratio.  Our domestic pipeline has grown to almost $1.9 billion, $0.3 million greater than last quarter, with most of the pipeline growth in our Corporate America custom software segment.  The public sector represents approximately one-third of our domestic business, but represents almost one-half of our pipeline.  Business activity appears to be at least as solid as anytime in the last five years.  We are hopeful the private sector and state and local governments will be updating dated systems at a faster pace in the near term,” added Slingerlend.

Director and Officer Updates:

During the first quarter, CIBER also announced the appointment of two new independent Directors, Paul Jacobs, Esq., and Dr. James Wetherbe, and the retirement effective May 2005 from our Board after 11 years by Jim Rutherford.  Also, Ed Longo, Chief Operating Officer, will retire April 30, 2005 as previously announced.  “We welcome our new Directors and thank Jim and Ed for their service to CIBER,” added Bob Stevenson, CIBER’s Chairman and Founder.

Second Quarter Goals:

“Our second quarter agenda includes closing public sector and ERP pipeline opportunities, more closings of outsourcing contracts, replacing a federal contract that is maturing and another that is scaling back, and improved results from European operations.  We also have increased scheduled investor presentations to improve awareness of our business model and operating performance; new institutional shareholders in the first

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quarter have told us that our focus on organic growth and increasing cash flow/share were their primary catalysts,” continued Slingerlend.

Guidance:

The second quarter will benefit from Easter falling within the March quarter, anticipated higher productivity with less payroll taxes, and more billing days than the first quarter.  At the present time and circumstances, CIBER anticipates revenue for the second quarter will increase approximately 2-4 percent to $244-248 million, that GAAP EPS will be $0.13-0.14/share and Cash EPS will be $0.14-0.15/share.  We are reaffirming the annual guided metrics (published in February 2005):  Revenue $970-990 million, GAAP EPS of $0.53-0.57/share, Cash EPS $0.58-0.62/share, and Free Cash Flow (as computed above) of $48-52 million, or approximately $0.80/sh.

About CIBER, Inc.

CIBER, Inc. (NYSE: CBR) is a pure-play international system integration consultancy with superior value-priced services for both private and government sector clients. CIBER’s global delivery 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 over 60 U.S. offices, 22 European offices and three offices in Asia.  With offices in 17 countries, annualized revenue run rate of approximately $975 million and approximately 8,000 employees, CIBER’s IT specialists continuously build and upgrade our clients’ systems to “competitive advantage status.”  CIBER is included in the Russell 2000 Index and the S&P Small Cap 600 Index.  CIBER, ALWAYS ABLE.

Forward-Looking and Cautionary Statements

Statements contained in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed in the company’s filings with the Securities and Exchange Commission.  CIBER undertakes neither intention nor obligation to publicly update or revise any forward-looking statements.  CIBER and the CIBER logo are trademarks or registered trademarks of CIBER, Inc.  Copyright^© 2005.  All rights reserved.

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CIBER, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,
In thousands, except per share data	2004		2005
Consulting services	$	173,289	$	231,073
Other revenue	6,766		8,492
Total revenue	180,055		239,565
Cost of consulting services	125,615		167,913
Cost of other revenue	5,017		4,762
Selling, general and administrative expenses	39,099		51,108
Amortization of intangible assets	609		1,580
Operating income	9,715		14,202
Other income (expense), net	64		(1,421		)
Income before income taxes	9,779		12,781
Income tax expense	3,814		4,984
Net income	$	5,965	$	7,797
Earnings per share – diluted	$	.09	$	0.12
Weighted average shares – diluted	73,451		72,547

For the three months ended March 31, 2004 and 2005, respectively, earnings per share – basic was $0.10 and $0.12, and weighted average shares – basic were 59,242 and 62,648.

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CIBER, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

In thousands	December 31, 2004		March 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	44,446	$	21,400
Accounts receivable, net	206,108		210,192
Prepaid expenses and other current assets	18,163		19,857
Income taxes refundable	743		1,049
Deferred income taxes	5,421		4,906
Total current assets	274,881		257,404
Property and equipment, net	26,745		25,750
Intangible assets, net	449,645		446,823
Other assets	7,401		7,185
Total assets	$	758,672	$	737,162
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	28,200	$	23,804
Accrued compensation and related liabilities	46,491		45,561
Other accrued expenses and liabilities	50,405		44,399
Income taxes payable	10,914		9,782
Total current liabilities	136,010		123,546
Long-term line of credit - bank	48,704		40,708
Long-term debentures	175,000		175,000
Other long-term liabilities	17,418		17,747
Total liabilities	377,132		357,001
Minority Interest	3,877		2,978
Shareholders’ equity	377,663		377,183
Total liabilities and shareholders’ equity	$	758,672	$	737,162

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CIBER, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
In thousands	2004			2005
Operating activities:	$	5,965		$	7,797
Net income
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	1,963			2,933
Amortization of intangible assets	609			1,580
Deferred income tax expense	2,022			2,054
Provision for doubtful receivables	(49		)	142
Other, net	408			873
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable	1,320			(5,113		)
Other current and long-term assets	(880		)	(2,206		)
Accounts payable	(2,802		)	(4,120		)
Accrued compensation and related liabilities	(12,076		)	(484		)
Other accrued expenses and liabilities	(4,810		)	(6,556		)
Income taxes payable/refundable	2,095			(1,281		)
Net cash used in operating activities	(6,235		)	(4,381		)
Investing activities:
Acquisitions, net of cash acquired	(53,797		)	(6,405		)
Purchases of property and equipment, net	(1,366		)	(2,127		)
Net cash used in investing activities	(55,163		)	(8,532		)
Financing activities:
Employee stock purchases and options exercised	3,290			1,830
Purchases of treasury stock	(2,047		)	(2,255		)
Repayment of debt of acquired companies	(33,094		)	—
Payments on long-term bank line of credit (net)	—			(7,996		)
Payments on bank term note	—			(600		)
Minority shareholder capital contribution	—			271
Net cash used in financing activities	(31,851		)	(8,750		)
Effect of foreign exchange rate changes on cash	(763		)	(1,383		)
Net decrease in cash and cash equivalents	(94,012		)	(23,046		)
Cash and cash equivalents, beginning of period	132,537			44,446
Cash and cash equivalents, end of period	$	38,525		$	21,400

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Supplemental Information:

CIBER, Inc.

Supplementary Operating Results Analysis

For the Quarters Ended March 31 and December 31, 2004 and March 31, 2005

(unaudited)

($ In millions)

	Three Months Ended
	March 31, 2004			December 31, 2004			March 31, 2005
Revenue	Amount		% of Revenue	Amount		% of Revenue	Amount		% of Revenue
By Divisions
U.S. Custom
Commercial*	$	84.2	46	$	89.4	38	$	88.4	37
Federal	26.5		15	41.1		17	42.2		18
State & Local	25.1		14	29.2		13	31.2		13
U.S. Package	21.3		12	21.9		9	24.9		10
Europe*	23.9		13	53.9		23	53.4		22
Corporate Elims.	-0.9		—	-0.3		—	-0.5		—
Total	$	180.1	100	$	235.2	100	$	239.6	100

Operating Income			% of Div. Revenue			% of Div. Revenue			% of Div. Revenue
U.S. Custom
Commercial*	$	6.4	7.6	$	7.1	7.9	$	7.1	8.0
Federal	3.6		13.6	4.7		11.4	5.7		13.5
State & Local	2.0		8.0	1.5		5.1	2.3		7.4
U.S. Package	1.0		4.7	2.9		13.2	2.6		10.4
Europe*	1.5		6.3	2.9		5.4	2.3		4.3
Corporate Expense	-4.2		-2.3	-4.4		-1.9	-4.2		-1.8
EBITA	$	10.3	5.7	$	14.7	6.3	$	15.8	6.6
Amortization Expense	0.6		0.3	1.4		0.6	1.6		0.7
Operating Income	$	9.7	5.4	$	13.3	5.7	$	14.2	5.9

* U.S. includes India’s results; Europe includes Eastern Asia

Average Headcounts: (~)
Billable	5,500			7,100			7,200
Total	6,300			8,100			8,200
Utilization (~)	91		%	87		%	89		%
Avg. Hourly Bill Rates (~)	$	72.25		$	73.50		$	75.00

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