Washington, D.C. 20549
FORM 11-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
or
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-23488
(Full title of plan)
CIBER, Inc.
5251 DTC Parkway, Suite 1400
Greenwood Village, Colorado 80111
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices)
REQUIRED INFORMATION
The financial statements and schedule of the CIBER, Inc. Savings 401(k) Plan for the year ended December 31, 2006, prepared in accordance with the financial reporting requirements of ERISA along with the independent registered public accounting firm’s report thereon, are provided beginning on page F-1 attached hereto.
EXHIBITS
23.1 Consent of Ernst & Young LLP
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Sponsor has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
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CIBER, Inc. Savings 401(k) Plan |
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Dated: June 13, 2007 |
By: |
/s/ David G. Durham |
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David G. Durham |
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Senior Vice President, Chief Financial |
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Officer and Treasurer |
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CIBER, INC. SAVINGS 401(k) PLAN
Index to Financial Statements and Supplemental Schedule
December 31, 2006
F-1
The Plan Administrator of the
CIBER, Inc. Savings 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of CIBER, Inc. Savings 401(k) Plan as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2006 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
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/s/ Ernst & Young LLP |
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Denver, Colorado |
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June 13, 2007 |
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F-2
CIBER, INC. SAVINGS 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
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2006 |
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2005 |
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Investments, at fair value: |
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CIBER, Inc. common stock |
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$ |
7,604,933 |
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$ |
7,785,369 |
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Mutual funds |
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117,198,472 |
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78,364,812 |
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Pooled separate accounts |
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88,656,066 |
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107,140,071 |
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Participant loans |
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2,647,624 |
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2,945,926 |
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Total investments |
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216,107,095 |
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196,236,178 |
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Participant contributions receivable |
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— |
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539 |
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Net assets available for benefits |
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$ |
216,107,095 |
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$ |
196,236,717 |
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See accompanying notes to financial statements.
F-3
CIBER, INC. SAVINGS 401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2006 and 2005
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2006 |
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2005 |
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Additions to net assets attributed to: |
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Net increase in fair value of investments |
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$ |
23,724,359 |
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$ |
7,920,167 |
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Interest and dividend income |
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1,825,833 |
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765,158 |
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Net investment gain |
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25,550,192 |
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8,685,325 |
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Contributions: |
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Participants, including rollovers |
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22,954,034 |
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23,201,198 |
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Employer, net of forfeitures |
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4,167,001 |
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4,416,157 |
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Total contributions |
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27,121,035 |
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27,617,355 |
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Transfers of assets from merged plans |
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— |
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14,406,953 |
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Total additions |
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52,671,227 |
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50,709,633 |
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Deductions from net assets attributed to: |
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Distributions to participants |
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32,733,387 |
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27,626,113 |
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Loan and administrative fees |
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67,462 |
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62,101 |
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Total deductions |
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32,800,849 |
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27,688,214 |
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Net increase |
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19,870,378 |
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23,021,419 |
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Net assets available for benefits: |
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Beginning of year |
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196,236,717 |
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173,215,298 |
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End of year |
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$ |
216,107,095 |
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$ |
196,236,717 |
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See accompanying notes to financial statements.
F-4
CIBER, INC. SAVINGS 401(k) PLAN
December 31, 2006
(1) Description of the Plan
The following description of the CIBER, Inc. Savings 401(k) Plan (the “Plan”) provides only general information. For a more complete description of the Plan, participants should refer to the Summary Plan Description or the Plan Agreement, which are available from the plan administrator.
(a) General
The Plan is a defined contribution plan covering substantially all employees of CIBER, Inc. and certain of its subsidiaries (“CIBER” or the “Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The custodian and record keeper for the Plan is Principal Life Insurance Company (“Principal”).
(b) Contributions and Vesting
Participants may contribute up to 25% of pre-tax annual compensation, with the exception of employees considered “highly compensated.” Highly compensated employees are restricted to a maximum contribution of 9% of pre-tax compensation. In addition, qualifying participants may make “catch-up” contributions. Contributions are subject to certain limitations. Participants may also contribute amounts representing distributions from other qualified defined contribution or benefit plans (rollovers). Participants can change their contribution percentage at any time. Company cash contributions are based on the participant’s years of service and the participant’s contribution and range from 0.5% to 3% of qualified compensation. Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching contribution plus actual earnings thereon is based on years of service as follows:
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Completed Years of Service |
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Vested Percentage |
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Less than two years |
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0 |
% |
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Two years |
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20 |
% |
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Three years |
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40 |
% |
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Four years |
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60 |
% |
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Five years |
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80 |
% |
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Six years |
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100 |
% |
F-5
A participant is 100% vested after six years of service. If a participant terminates prior to vesting, unvested amounts are forfeited and are used to reduce future employer contributions. At December 31, 2006 and 2005, unallocated forfeited accounts totaled $80,062 and $30,244, respectively. In 2006 and 2005, employer contributions were reduced by $865,453 and $1,101,958, respectively, from forfeited accounts.
(c) Investment Options
The Plan’s assets are invested in various investment options offered by Principal and in CIBER common stock, as directed by the participants. Participants may invest their account balance in the various investment options in 1% increments. Participants may change their investment options on a daily basis.
(d) Distributions and Loans
Participants are generally entitled to a distribution from the Plan upon termination of employment, retirement, disability or death. Terminated participants are entitled to receive only the vested percentage of their account balance and the remainder of the account is forfeited. For other situations there are various methods by which benefits may be distributed depending on date of employment, marital status and participant elections. Distributions are recorded when paid. Participants may borrow from their account a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Interest on loans is charged at the prime rate as of the processing date of the loan, plus 1% and ranged from 4.00% to 10.50% as of December 31, 2006. Loans are generally repaid through payroll deductions. Loans require minimum per paycheck payment amounts. Loans must be repaid within five years, except that the plan administrator may approve a longer term for loans to acquire a principal residence. Participants pay a loan origination fee of $50 per loan to Principal.
(e) Expenses
In general, plan expenses, other than broker commissions, portfolio transaction fees and administrative service fees on the accounts of non-employee participants, are paid by the Company.
F-6
(f) Plan Termination
Although the Company has not expressed any intent to terminate the Plan, it retains the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of termination, participants will become 100% vested in their accounts.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting.
(b) Investments
Investments are stated at fair value. The fair values of marketable securities are determined based on quoted market values. Investments in pooled separate accounts are stated at estimated fair values. The fair value of mutual funds are valued at the net asset value per share as quoted by the investment company and is generally determined based on the market values of the securities included in the underlying funds. Participant loans are valued at cost, which approximates fair value. Investment transactions are recorded on the date of purchase or sale (“trade-date”). Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date.
(c) Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes to the financial statements. Actual results could differ from those estimates.
F-7
(3) Investments
Investments greater than 5% of net assets at December 31 were:
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2006 |
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2005 |
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Principal Money Market Separate Account |
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$ |
20,977,890 |
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$ |
20,404,566 |
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Principal Large Cap Stock Index Separate Account |
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13,717,412 |
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12,299,447 |
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Russell Lifepoints Aggressive Strategy (D) Separate Account |
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** |
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9,827,321 |
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Russell Lifepoints Equity Aggressive Strategy (D) Separate Account |
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** |
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11,539,335 |
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Russell Lifepoints Equity Growth Strategy E Fund Separate Account |
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13,520,481 |
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** |
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Principal Real Estate Securities Separate Account |
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13,363,358 |
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* |
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American Century Equity Income Investment Fund |
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18,424,169 |
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16,119,422 |
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Legg Mason Value Trust Fund |
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13,424,420 |
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14,506,350 |
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American Funds Growth Fund of America R3 Fund |
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** |
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18,809,007 |
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American Funds Growth Fund of America R5 Fund |
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19,069,358 |
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** |
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American Funds New Perspective R5 Fund |
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10,927,001 |
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** |
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* Investment not greater than 5% of net assets at December 31, 2005.
** Investment not held as of the date presented.
Net increase (decrease) in fair value of investments for the years ended December 31, including realized gains and losses, was as follows:
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2006 |
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2005 |
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CIBER, Inc. Common Stock |
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$ |
205,488 |
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$ |
(3,570,999 |
) |
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Mutual funds |
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7,604,065 |
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4,486,702 |
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Pooled separate accounts |
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15,914,806 |
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7,004,464 |
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$ |
23,724,359 |
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$ |
7,920,167 |
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F-8
(4) Tax Status
The underlying non-standardized prototype plan has received an opinion letter from the Internal Revenue Service (“IRS”) dated August 7, 2001, stating that the form of the plan is qualified under Section 401 of the Internal Revenue Code (“Code”), and therefore, the related trust is exempt from taxation. In accordance with Revenue Procedure 2006-6 and Announcement 2001-77, the Plan Sponsor has determined that it is eligible to and has chosen to rely on the current IRS prototype plan opinion letter. Subsequent to this opinion letter by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
(5) Transfers of Assets From Merged Plans
CIBER has acquired the outstanding common stock of certain companies that had their own similar defined contribution plans. During 2005 certain of these plans were merged with the Plan and their respective assets were transferred into the Plan.
(6) Risks and Uncertainties
The Plan provides for various investment options. Investments, in general, are exposed to various risks, such as interest rates, credit and overall market volatility. The Plan’s exposure to credit loss in the event of nonperformance of investments is limited to the carrying value of such investments. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the value of investments will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
(7) Party-in-Interest Transactions
Certain plan investments are shares of stock of CIBER or units of pooled separate accounts, managed by Principal. Principal is the custodian and record keeper for the Plan and, therefore, these transactions are considered party-in-interest transactions for which a statutory exemption exists.
F-9
CIBER, INC. SAVINGS 401(k) PLAN
Schedule H, Line 4i—Schedule of Assets (Held at End of Year)
EIN: 38-2046833 Plan: 101
December 31, 2006
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Identity |
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Description |
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Current Value |
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* |
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CIBER, Inc. |
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Common Stock |
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$ |
7,604,933 |
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* |
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Principal Money Market Separate Account |
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Pooled Separate Account |
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20,977,890 |
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* |
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Principal Bond and Mortgage Separate Account |
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Pooled Separate Account |
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5,467,714 |
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* |
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Principal Large Cap Stock Index Separate Account |
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Pooled Separate Account |
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13,717,412 |
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* |
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Alliance Bernstein Large Cap Value Separate Account |
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Pooled Separate Account |
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3,272,958 |
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* |
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Principal Mid Cap Stock Index Separate Account |
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Pooled Separate Account |
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3,902,761 |
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* |
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JP Morgan/Mellon Equity Small Cap Value I Separate Account |
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Pooled Separate Account |
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3,290,152 |
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* |
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Principal Small Cap Stock Index Separate Account |
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Pooled Separate Account |
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10,259,476 |
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* |
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Principal Real Estate Securities Separate Account |
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Pooled Separate Account |
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13,363,358 |
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* |
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Principal International Emerging Market Separate Account |
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Pooled Separate Account |
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6,586,167 |
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* |
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Fidelity Management & Research International Separate Account |
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Pooled Separate Account |
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7,818,178 |
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Russell Lifepoints Balanced Strategy E Fund Separate Account |
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Mutual Fund |
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6,939,384 |
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Russell Lifepoints Conservative E Fund Separate Account |
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Mutual Fund |
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1,200,129 |
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Russell Lifepoints Equity Growth Strategy E Fund Separate Account |
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Mutual Fund |
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13,520,481 |
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Russell Lifepoints Growth Strategy E Fund Separate Account |
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Mutual Fund |
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10,649,240 |
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Russell Lifepoints Moderate Strategy E Fund Separate Account |
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Mutual Fund |
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3,020,843 |
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MFS Research Bond R5 Fund |
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Mutual Fund |
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2,572,723 |
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American Century Equity Income Investment Fund |
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Mutual Fund |
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18,424,169 |
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Legg Mason Value Trust Fund |
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Mutual Fund |
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13,424,420 |
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Marsico Growth Fund |
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Mutual Fund |
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6,643,786 |
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American Funds Growth Fund of America R5 Fund |
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Mutual Fund |
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19,069,358 |
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Fidelity Advisor Mid Cap A Fund |
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Mutual Fund |
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5,751,132 |
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Fidelity Advisor Small Cap A Fund |
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Mutual Fund |
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4,215,339 |
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Janus Aspen Mid Cap Growth I Fund |
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Mutual Fund |
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840,467 |
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American Funds New Perspective R5 Fund |
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Mutual Fund |
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10,927,001 |
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* |
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Participant loans |
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4.0% to 10.5% |
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2,647,624 |
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$ |
216,107,095 |
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* Party-in-interest.
See accompanying independent registered public accounting firm’s report.
F-10