Ciber CFO: Without A Significant Deal, Our Ability To Continue Going Is In 'Substantial Doubt'

Ciber Chief Financial Officer Christian Metzger said the solution provider's future is uncertain if it is unable to repay Wells Fargo $28.2 million by the end of the month.

"Without a transaction sufficient to address the company's financial situation, the company expects to conclude … that there is substantial doubt about the company's ability to continue as a going concern," Metzger wrote in a filing with the U.S. Securities and Exchange Commission (SEC) Friday afternoon.

Ciber, No. 43 on the CRN Solution Provider 500, told the SEC that it had failed to strike a deal by March 15 that provides proceeds sufficient to cover its 13-week cash forecast, which was one of the conditions of a March 3 agreement with Wells Fargo. That agreement stipulated that Ciber would be in default it was unable to meet any of the conditions imposed by Wells Fargo.

[RELATED: Solution Provider Ameri100 Makes Unsolicited Offer To Merge With Struggling Ciber]

The March 3 agreement also orders Ciber to permanently repay its $28.2 million outstanding balance to Wells Fargo by March 31. Without alternative financing or proceeds from mergers, acquisitions or other transactions, Metzger said Ciber expects it will be unable to repay the balance to Wells Fargo by the end of the month.

"Unless the company is able to address the liquidity challenges addressed above, the future of the company is uncertain," Metzger wrote. Ciber did not immediately respond to a request for additional comment.

Greenwood Village, Colo.-based Ciber is continuing to negotiate with Wells Fargo around its credit facility, Metzger said, and is also having discussions with other lenders regarding financing that would be used to repay Wells Fargo and potentially provide other working capital.

But there aren't currently any binding commitments for new financing, Metzger said, and Ciber can't provide any assurance that the company will be able to obtain alternative financing or resolve its issues with Wells Fargo.

Technology management solution provider Ameri100 announced Monday morning that it had offered to buy Ciber for $0.75 per share, a substantial premium over Ciber's March 10 closing stock price of $0.28. Ciber announced Tuesday that it was carefully reviewing and considering Ameri100's offering to determine if it was in the best interest of the company and its stockholders.

But Ameri said Monday that it had submitted a formal proposed to Ciber's board a few weeks ago and never received a response. Ameri said it owns 5.5 percent of Ciber's outstanding shares, or approximately 4.5 million shares.

"[This] strongly suggests to us that the M&A committee of the Board is not serving the best interests of CBR [Ciber] stockholders," Ameri wrote in a statement. "We have, therefore, reluctantly come to the conclusion that the Ciber board, and especially its M&A committee, is not serious all exploring all strategic alternatives."

Ciber's stock jumped to $0.65 Monday after Ameri made its offer public, but the stock price sunk as the week progressed and closed Friday trading at $0.47 per share.

Ameri joined Legion Partners - which hold 14.99 percent of Ciber's outstanding shares – in nominating two independent directors to Ciber's board. Ciber said March 10 that it would review Legion's nominations and present its recommendations to stockholders in its proxy filing with the SEC.

Legion proposed having Richard Genovese – Ciber's CFO from February 2012 to January 2014 – and former Alliance Semiconductor Corp. CEO Melvin Keating join Ciber's board. Ameri, meanwhile, proposed having Robert Pearse – NetApp's vice president of strategy and market development from 2005 to 2012 – and former Axalta Coating Systems CIO Dhruwa Rai join Ciber's board.

Ciber also reported Friday that sales from continuing operations for its 2016 fiscal year, which ended Dec. 31, fell 12.6 percent to $378.3 million.

Ciber's North America segment posted 2016 revenue of $375.1 million, down 12.6 percent from the year prior due to implementation delays and cost overruns in its Oracle practice as well as a decrease in its SAP, talent services and application development and management business due to projects ending or ramping down.

The company recorded a North American operating loss of $190.9 million in 2016, down from an operating loss of $7.9 million in 2015 due to decreased revenue, higher sales, general and administrative costs, and a goodwill impairment.

Revenue for Ciber's international segment in 2016 plummeted to $233.1 million, down 34.2 percent from $354.3 million last year due to the sale of its Netherlands and Norway businesses to ManpowerGroup over the summer. The company was additionally impeded internationally by increased labor costs for both internal resources and subcontractors, as well as lower utilization.

Since summer 2016, Ciber has sold its Swedish, German and Danish, and Spanish businesses.