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): July 26, 2006

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

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 communications 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 communications 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 July 26, 2006, CIBER, Inc. (the “Company” or “we”) issued a press release in which we announced our financial results for the three months ended June 30, 2006, and updated our guidance for the 2006 fiscal year.  The full text of the press release issued in connection with the announcement is furnished 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.               Organic Revenue Growth — Organic revenue growth is measured as GAAP reported revenue growth adjusted for acquisitions and divestitures, the impact of foreign currency, and other changes that do not reflect the underlying results and trends.

Organic revenue growth is a useful measure of the Company’s performance because it excludes items that: 1) are not completely under management’s control, such as the impact of foreign currency exchange; or 2) do not reflect the underlying growth of the Company, such as acquisition and divestiture activity.  It is also a component of the Company’s compensation programs.  The limitation of this measure is that it excludes items that have an impact on the Company’s revenue.  This limitation is best addressed by using organic revenue growth in combination with the GAAP numbers.

The following table reconciles organic revenue growth to the most comparable GAAP measure, reported revenue growth.

Reconciliation of GAAP Reported Revenue Growth to Organic Revenue Growth (Non-GAAP)
(In thousands)

 


Q2 - 2005

 

Q2 - 2006

 

%
Change

 

YTD-2005

 

YTD-2006

 

%
Change

 

GAAP total revenue

 

$

240,955

 

$

249,968

 

3.7

%

$

480,520

 

$

491,711

 

2.3

%

Add: Effect of foreign currency translation

 

—

 

155

 

 

 

—

 

4,532

 

 

 

Less: Divestiture activity

 

(5,000

)

—

 

 

 

(12,000

)

—

 

 

 

Less: Acquisition activity

 

—

 

(1,000

)

 

 

—

 

(1,000

)

 

 

Organic total revenue

 

$

235,955

 

$

249,123

 

5.6

%

$

468,520

 

$

495,243

 

5.7

%

 

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2.               EBITA — EBITA is measured as GAAP net income, plus income tax expense, amortization of intangible assets, and interest and other 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)

 

Q2 - 2005

 

Q1 - 2006

 

Q2 - 2006

 

GAAP net income

 

$

6,592

 

$

4,450

 

$

6,752

 

Add: Income tax expense

 

4,207

 

2,934

 

4,359

 

Add: Interest and other expense, net

 

2,501

 

2,290

 

1,763

 

Add: Amortization of intangible assets

 

1,479

 

1,447

 

1,491

 

EBITA

 

$

14,779

 

$

11,121

 

$

14,365

 

 

Item 9.01(d).  Exhibits.

99.1                         Press release dated July 26, 2006.

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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:  July 26, 2006

By:

/s/ David G. Durham

 

 

David G. Durham

 

 

Chief Financial Officer, Senior

 

 

Vice President and Treasurer

 

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