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8-K - 8-K - CMTSU Liquidation, Inc. | form8-kxmormay.htm |
Page I of 14
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: CIDER, Loe., cl aL
Debtor
REQUCRED DOCUMENTS
Schedule of Cash Receiots and Disbursements
Monthly O(l<rating Report For the Period
From May I, 2017 to May 31, 2017
Bank Reconciliation /or conies of debtor's bank reconciliations)
Declaration Re11ardimz the Status of Bank Reconciliations
Schedule of Cash Disbursements bv Leo.al Entitv and Estimated Trustee Fees
Declaration Regardino. the Schedule of Cash Disbursements
Schedule of Professional Fees Paid
Cooies of bank statements
Cash disbursements journals
Statement ofOnerations
Balance Sheet
Starus of Post-oetition Taxes
Declaration Renardina the Status of Post-Petition Taxes
Cooies of IRS Fonn 6123 or oavment reee.iot
Cooies of tax rerums filed durina reoortino. oeriod
Consolidated Amna of Accounts Pavable not Subiect to Comoromise
Accounts Receivable Reconciliation and Allin2
Debtor Ouestionnaire
Form No.
MOR-I
MOR- la
MOR-lnlnec\
MOR-lb
Case No. 17-10772
Reporting Period: May 2017
Document Explanation
Attached Attached
X
X
X
X
MOR- lb(Dee) X
Note I
MOR-2 X
MOR-3 X
MOR-4a X
MOR-4a(Dec) X
MOR-4b X
MOR-5 X
MOR-6 X
Note I - Restructuring professional fees are being accrued throughout the case and will be paid out upon successful close ofS.363 sale. As a result oftl1is, tl1cre
have not been any disbursements made to restrucruring professionals after the petition date.
This Monthly Operating Report ("MOR") has been prepared solely for the purpose of complying with the montl1Jy reporting requirements applicable in the
Debtors' chapter 11 cases and is in a fonnat acceptable to the United States Trustee. The financial infonnation contained herein is Limited in scope and covers a
limited time period. Moreover, such infonnation is preliminary and unaudited, and is not prepared in accordance with U.S. GAAP.
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and
belief.
4L 28-Jwi-17
Signarure of Authorized Individual
1 Date
Christian Mez.s.er Chief Financial Officer
Printed Name of Authorized Individual Title of Authorized Individual
1 Signatory is duly authorized by the Debtors to sign tliis monthly operating report.
EXHIBIT 99.1
Page 2 of 14
In re: CIBER, Inc., et. al.
Debtor
Debtor-hr-Possession Financial Statements
UNlTED STATES BANKRUPTCY COURT
D!STRJCT OF DELA WARE
General Notes
Case No. 17-10772
Reporting Period: May 2017
The financial statements and supplemental information contained herein are unaudited, preliminary, and may not comply with generally accepted accounting
principles in the United States of America ("U.S. GAAP") in all material respects.
Financial Accounting Standards Board Accountiog Standards Codification 852, (Reorganizations)(" ASC 852"), which is applicable to companies in chapter 11,
requires that financial statements for periods after the filing of a chapter 11 petition distinguish transactions and events that are directly associated with the
reorganization from the ongoing operations of the business. The financial statements have been prepared in accordance with ASC 852. The unaudited financial
statements have been derived from the books and records of the Debtors. This information, however, has not been subject to procedures that would typically be
applied to financial infonnation presented in accordance with U.S. GAAP, and upon application of such procedures, the Debtors believe that the financial
information could be subject to changes, and these changes could be material. The infonnation furnished in this report includes preliminary normal recurring
adjustments.
The results ofoperations contained herein are not necessarily indicative ofresults which may be expected from any other period or for the full year and may not
necessarily reflect the results of operations, financial position and cash flows of the Debtors in the future.
The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee.
lntercompany Transactions
lntercornpany transactions between the Debtors and between the Debtors and non-Debtor affiliates have not been eliminated in the financial statements contained
herein. No conclusion as to the legal obligation related to these intercompany transactions is made by the presentation herein.
Liabilities Subject to Compromise
As a result of the chapter ll filings, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. The
detennination of how liabilities will ultimately be serried or treated cannot be made until the Bankruptcy Court approves a chapter 11 plan ofreorganization.
Accordingly, the ultimate amountofsuch liabilities is not determinable at th is time. ASC 852 requires prepetition liabilities that are subject to compromise tobe
reported at the amounts expected to be allowed as claims, even if they may be settled for lesseramounts. The amounts currently classified as liabilities subject to
compromise are preliminary and may be subject to future adjustments depending on Court actions, further developments with respect to disputed claims,
determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation
or other events.
Reorganization Items
ASC 852 requires expenses and income directly associated with the chapter 11 filings to be reported separately in the income statement as reorganization items.
Reorganization items includes expenses related to legal advisory and representation services, other professional consulting and advisory services, debtor-in
possession financing fees and changes in liabilities subject to compromise recognized as there are changes in amounts expected to be allowed as claims.
Page 3 of 14
In re: CIBER, Inc., et. al.
Debtor
Beginning cash balance· Note 1
Total cash receipts
Total cash disbursements
Debtors' net cash flow
From - Non-Debtors
(To) - Non-Debtors
Net cash flow
Borrow/(Pay-Down) - Wells Fargo Facility
Other
Ending cash balance (2)
Notes
MOR-I: Schedule of Cash Receipts and Disbursements
For the 1icriod 05101 through 05/31
(US Dollars in Thousands)
Case No. 17-10772
Reporting Period: May 2017
Period from May 01, 2017 -
MayJl,2017
3,099
27,261
(29,470)
(2,209)
107
(2,307)
(4,409)
8,041
16
6,747
(1) April MOR showed receipts and disbursements on an accrual basis utilizing beginning and ending cash per the book balance as opposed to the bank balance. As
cash basis is more appropriate, below is a reconciliation to bridge from April MOR ending balance to May MOR beginning balance.
Beginning Cash Balance Reconciliation:
Ending Book Cash Balance April (per GL)
Reconciling Items - GL
Reconciling Items - Bank
Ending Bank Cash Balance April (per Bank Statements)
3,141,786
(744,258)
701.476
3,099,004
(2) Sec below for a reconciliation from the ending cash bank balance (agrees to bank statements) to the ending cash book balance (agrees to the GL and Balance Sheet)
Ending Cash Balance Reconciliation:
Ending Bank Cash Balance May (per Bank Statements)
Reconciling Items· GL
Reconciling Items - Bank
Ending Book Cash Balance May (per GL)
6,747,469
44,196
(273, IJS)
6,518,549
In re: CJBER, Inc., et. al.
Debtor
MOR-la: BANKRECONCILIATIONS
Acct Number
DEBTOR BANK NAME Account Description (last 4 digits
CIBER Inc. Wells Fawo Bank Cornorate Master account 9167
CJBER Inc. Wells Far"o Bank Lockbox Denositorv account 9159
CJBER Inc. Wells FarPo Bank NA nnpratine account 7093
CIBER Inc. Wells Fawo Bank Cornorate Controlled Disbursement account 1371
CIBER Inc. Wells FarPO Bank Accounts Pavable Controlled Disbursement account 1352
CIBER Inc. Wells Fawo Bank Pavroll Controlled Disbursement account 1367
CIBER Inc. Wells FarPo Bank Canadian Ooeratine account 1840
CJBER Inc. Bank of America Healthcare account 9175
CIBER Inc. HSBC Bank <:ornorate Master account 6404
CIBER Inc. HSBC Bank NA Oneratine account 6447
CJBER Inc. HSBC Bank Accounts Pavable account 8863
CIBER Inc. HSBC Bank Rece.ivables account 6455
CIBER Inc. mmc Bank Accounts Pavable account 8871
ICIBER Inc. I--J<::Br Bank I Pa"r" II acc,nunt 8880
CIBER Tnc. NIA Pettv Cash n/a
Total $
Page 4 of 14
GLBalance
5 114,899.63
-
I 271,437.61
-
-
-
31 398.28
100 000.00
-
-
-
-
-
-
814.00
6,518,550
Reconciling
Items Book
(5 127.45
-
(39 068.36
-
-
-
-
-
-
-
-
-
-
-
-
Case No. 17-10772
Reporting Period: May 2017
Reconciling
Items Bank Bank Balance
13 842.84 5 123 615.02
- -
259 272.21 1 491-641.46
- -
- -
- -
- 31,398.28
- 100,000.00
- -
- -
-
-
- -
- -
- 814.00
(44,195.81) 273115.05 6.747 468.76
Page 5 of 14
In re: CIBER, Inc., et. al.
Debtor
Case No. 17-10772
Reporting Period: May 2017
MOR 1 a(Dec): DECLARATION REGARDING THE STATUS OF BANK RECONCILIATIONS OF THE DEBTORS
Christian Mezger hereby declares under penalty of perjury:
I. I am the chief financial officer of Ciber, Inc. In that capacity I am familiar with the above-captioned debtors and
debtors-in-possession (collectively the "Debtors") day-to-day operations, business affairs and books and records. I
am authorized to submit this Declaration on behalf of the Debtors.
2. All statements in the Declaration are based on my personal knowledge, my review of the relevant documents, my
discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the
Debtors' operations and financial condition. Ifl were called upon to testify, I could and would testify to each of the
facts set forth herein based on such personal knowledge, review of documents, discussions with other employees of
the Debtors or opinion.
3. To the best of my knowledge, all of the Debtors' bank balances as of May 31, 2017 have been reconciled in an
accurate and timely manner.
Dated: June 28, 2017 Respectfully submitted,
�/�.
By: Christian Mezger
Title: Chief Financial Officer
In re: CIBER, Inc., et. al. Case No. 17-10772
Debtor Reporting Period: May 2017
(US Dollars in Thousands)
Debtor Entity Bankruptcy Case Number Division Disbursements
Ciber, Inc. - Ordinary Course Disbursements 17-10772 (29,470)$
Ciber, Inc. - To Non-Debtors 17-10772 (2,307)$
Ciber International, LLC 17-10773 -
Ciber Consulting, Incorporated 17-10774 -
Total (31,777)$
Notes:
a
1. Amounts may also include voided disbursements.
MOR-1: SCHEDULE OF DISBURSEMENTS BY LEGAL ENTITY
3. The Debtors’ disbursements fluctuate naturally in the ordinary course each month. While estimates of expenditures for the entirety
of the Debtors’ operations are made in the ordinary course of the Debtors’ operations in order to, among other things, meet budgeting
and operational needs, to estimate such expenditures monthly and their implications for the payment of quarterly fees would be time
consuming and imprecise, possibly by a material amount. For this reason, the Debtors have not included an estimate of quarterly fees
in this report.
2. "Ciber, Inc. - To Non-Debtors" consists primarily of disbursements to fund critical Ciber operations in India and the Ciber service
center in Poland. There is a small portion of disbursements that were allocated to Ciber CIBV (European Holding company) in order
to fund certain employee-related obligations.
Page 6 of 14
Page 7 of 14
In re: CIBER, Inc., et. al.
Debtor
Case No. 17-10772
Reporting Period: May 2017
MOR Jb(Dec): DECLARATION REGARDlNG THE SClfEDULE OF DISBURSEMENTS
Christian Mezger hereby declares under penalty of perjury:
I. l am the chieffinancial officer ofCiber, Inc. In that capacity I am familiar with the above-captioned debtors and
debtors-in-possession (collectively the "Debtors") day-to-day operations, business affairs and books and records. I am
authorized to submit this Declaration on behalfofthe Debtors.
2. The Debtors submit the Declaration regarding cash disbursements in lieu of providing copies of the cash
disbursements schedules.
3. All statements in the Declaration are based on my personal knowledge, my review of the relevant documents, my
discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the
Debtors' operations and financial condition. lfl were called upon to testify, I could and would testify to each of the
facts set forth herein based on such personal knowledge, review of documents, discussions with other employees of
the Debtors or opinion. I am authorized to submit this Declaration on behalf of the Debtors.
4. The Debtors have, on a timely basis, disbursed approximately $31.8 million for postpetition amounts and prepetition
amounts payable under one or more orders entered by the Bankruptcy Court for the period of May 1, 2017 through
May 31, 2017. Copies of the cash disbursement schedules are available for inspection upon request by the Office of
the United States Trustee.
Dated: June 28, 2017 Respectfully submitted,
By Chri�0� /4L-
Title: Chief Financial Officer
Page 8 of 14
In re: CIBER, Inc., et. al. Case No. 17-10772
Debtor Reporting Period: May 2017
MOR-2: STATEMENT OF OPERATIONS (Income Statement)
For the 31 Days Ended May 31, 2017
Consulting services
Other revenues
Total revenues
Cost of consulting services
Cost of other revenues
Total Cost
Gross Margin
Selling, general and admin. expenses
EBITA
Goodwill Impairment
Amortization of intangible assets
Restructuring Charges
Management Charge/ Allocation
Operating income
Interest income
Interest expense
Other income, net
Discontinued Operations
Gain/(Loss) on Sale
InterCo interest income (expense)
India TP Allocation
Transfer Pricing
Transaction gain (loss) - FX
Income before income taxes
lncome tax expense
Net income
(US Dollars in Thousands)
Less: net income-noncontrolling interest
Net income attributable to CIBER, Inc.
CJBER Inc.
25,974
576
26,550
21,241
371
2li612
4,938
8,518
(3,580)
(3,580)
(257)
(13)
1,202
(12)
ill
(2,668)
11
(2,679)
(2,679)
Page 9 of 14
In re: CIBER, Inc., et. al.
Debtor
Assets
Current Assets
Cash
Accounts Receivable
Prepaid expenses
Other current assets
Total current assets
Net property and equipment
Goodwill
Other intangibles, net
Deferred income taxes
Other assets
Restricted Cash
Investment in NA subs
Investment in Dutch CV
Investment in India
Total assets
Liabilities and Shareholders' Equity
Current liabilities - Liabilities Subjecl To Compromise
Current liabilities - Not Subject To Compromise
Line of Credit
Lease coslS - Long Tenm
Other long term liabilities
Deferred tax liability L-T
Long-tenm debt
Total liabilities
Common stock, SO.OJ par value
Additional paid-in capital
Retained earnings
Foreign currency translation
Other - pension plan
Tax Effect - pension plan
RSU International Equity Reserve
Unrealized (loss)lgain on hedging activities
Treasury Stock
Total CIBER, Inc shareholders' equity
Noncontrolling Interest
Total Shareholders' equity
Total liabilities and shareholde(s equity
MOR-3: BALANCE SHEET
As at May 31, 2017
(US Dollars in Thousands)
CaseNo. 17-10772
Reporting Period: May 2017
ClBERlnc.
6,519
60,911
6,886
1,026
75,342
4,087
4,351
26,746
16,585
127.,_l_)_I
3,250
95,509
1,386
100,145
826
388,809
(356,134)
(6,653)
(1,307)
1,424
26,966
26,966
127,111
In re: CIBER, Inc., et. al.
Debtor
L
See attached rider at MOR - 4 Rider
Page IO of 14
MOR-4: STATUS OF POST-PETITION TAXES
Beginning
la.A. .LUIUllU.V
Amount
Withheld or
ft\;\:IUCU
Amount
.£411U
Date
.1.a1u
Case No. 17-10772
Reporting Period: May 2017
Check No.
UA .1:.1 . .1..' a
Ending
Tax
.......... .., ..... ,..
Pagellof l4
In re: CIBER, Inc., et. al.
Debtor
Case No. 17-10772
Reporting Period: May 2017
MOR 4(Dec): DECLARATION REGARDING THE STATUS OF POST-PETITION TAXES
Christian Mezger hereby declares under penalty of perjury:
1. I am the chief financial officer of Ciber, Tnc. In that capacity I am familiar with the above-captioned debtors and
debtors-in-possession (collectively the "Debtors") day-to-day operations, business affairs and books and records. I
am authorized to submit this Declaration on behalf of the Debtors.
2. All statements in the Declaration are based on my personal knowledge, my review of the relevant documents, my
discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the
Debtors' operations and financial condition. Ifl were called upon to testify, I could and would testify to each of the
facts set forth herein based on such personal knowledge, review of documents, discussions with other employees of
the Debtors or opinion. I am authorized to submit this Declaration on behalf of the Debtors.
3. To the best of my knowledge and except as otherwise set forth in this Monthly Operating Report, all of the Debtors
have filed all necessary federal, state and local tax returns and have timely made ( or are in the process of remediating
any immaterial late filings or payments) all related required post-petition tax payments.
Dated: June 28, 20 I 7 Respectfully submitted,
acL��
By: Christian Mezger
Title: ChiefFinancial Officer
Page 12 of 14
In re: CIBER, Inc., et. al.
Debtor
Debtor name
AMEX
Document Stora"e
Exoense Reoorts
Garnishment
Hardware/Software for resale
Immi11:ration
Insurance
Legal
Office Sunnlies
Other
Pavroll Svstem
Plant Care
Professional Services
Rent
Subcontractors
Taxes
Telco
Trainin"
MOR-4: SUMMARY OF UNPAID POST-PETITION DEBTS
(US Dollars in Thousands)
NUMBER OF DA)'8_ J>_A_8_T DUE
Current --· - ----
6
4
117
3
389
2
244
I
-
311
3
-
92
267
660
33
855
261
1-30 31-60
-
-
-
-
-
-
-
-
-
2
-
.
-
.
-
.
-
.
-
-
-
-
-
-
-
-
.
.
-
.
.
-
.
-
Total Gross Accounts Pavable 3,248 2 -
Case No. 17-10772
Reporting Period: May 2017
Total -··--
6
4
117
3
389
2
244
l
.
313
3
-
92
267
660
33
855
261
3,250
1. The post-petition accounts payable reported represents open and outstanding trade vendor invoices that have been entered into the
Debtors' accounts payable systems. This summary does not include accruals for invoices not yet received or for invoices not yet entered
into the Debtors' accounts payable system.
In re: CIBER, Inc., et. al.
Debtor
MOR-5: ACCOUNTS RECEIVABLE RECONCILIATION AND AGING
(US Dollars in Thousands)
Case No. 17-10772
Reporting Period: May 2017
The Accounts Receivable reflected on the Debtor's balance sheet is made up of several accounts that consist of billed AR, unbilled AR, and accrued revenue accounts. Items are not added to
an aging report until they have been transferred/classified as billed AR. The aging report below includes amounts owing from vendors that are billed.
Vendor N an1e
AR- Billed
AR - Accrned Revenue
AR - Accrued Flat/LOE/Maint
AR - Project Unbilled
AR - Retainage
AR- Other
AR - Hardware Unbilled
AR - Allowance
Total
Page 13 of 14
Current
32,846.96
12,046.78
481.89
13,319.42
88.16
415.28
141.12
(5,466.97)
532872.64
0- 30
4,191.98
4,191.98
NUMBER OF DAYS PAST DUE
31 - 60 61 - 90
1,708.83 688.80
1.708.83 688.80
>90 Total
448.75
448.75
39,885.31
12,046.78
481.89
13,319.42
88.16
415.28
141.12
(5,466.97)
60,91 J.00
1n re: CIBER, Inc., et. al.
Debtor
Must be completed each month
MOR-5: DEBTOR QUESTIONNAIRE
Case No. 17-10772
Reporting Period: April 2017
Yes No
1. Have anv assets been sold or transferred outside the normal course of business this reporting period? If ves provide X
2. Have anv funds been disbursed from anv account other than a debtor in possession account this reoorting period? If X
3. Have all post petition tax returns been timelv filed? ffno, orovide an exolanation below. X
4. Are workers compensation, general liabilitv and other necessary insurance coveraE!es in effect? If no, provide an X
5. Has any bank account been opened durin!!. the rep01tin!!. oeriod? Ifves, orovide documentation identifying the X
Page 14 of 14