U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2002 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission file number |
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A. |
Full title of plan and the address of the plan, if different from that of the issuer named below: |
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The Perficient 401(k) Employee Savings Plan |
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B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: |
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Perficient, Inc. |
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1120 South Capital of Texas Highway, Bldg B Suite 220 |
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Austin, Texas 78746 |
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The Perficient 401(k) Employee Savings Plan
Financial Statements
and Supplemental Schedule
Years ended December 31, 2002 and 2001
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Financial Statements |
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Supplemental Schedule |
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Schedule of Assets Held for Investment Purposes, Form 5500, Schedule H, Part IV, Line 4(i) |
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2
The Trustees
The Perficient 401(k) Employee Savings Plan
Austin, Texas
We have audited the accompanying statements of net assets available for benefits (Form 5500, Schedule H) as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years ended December 31, 2002 and 2001 (Form 5500, Schedule H) of the Perficient 401(k) Employee Savings Plan. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 Perficient 401(k) Employee Savings Plan as of December 31, 2002 and 2001, and the changes in its net assets available for benefits for the years ended December 31, 2002 and 2001, in conformity with accounting principles generally accepted in the United States.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 2002, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plans management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ Wipfli Ullrich Bertelson LLP |
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June 4, 2003 |
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Eau Claire, Wisconsin |
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The Perficient 401(k) Employee Savings Plan
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2002 |
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2001 |
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Assets |
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Investments - At fair value: |
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Hartford Life: |
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Mutual funds |
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$ |
1,836,271 |
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$ |
1,416,825 |
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Employer securities |
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33,450 |
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23,873 |
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General insurance account |
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272,333 |
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Participant loans |
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53,352 |
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52,401 |
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Total investments |
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1,923,073 |
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1,765,432 |
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Receivables: |
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Due from Compete, Inc. Profit Sharing Trust |
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209 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
1,923,073 |
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$ |
1,765,641 |
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See accompanying notes to financial statements.
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The Perficient 401(k) Employee Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31, 2002
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2002 |
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2001 |
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Additions to net assets attributed to: |
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Investment income (loss): |
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Net depreciation in fair value of investments |
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$ |
(374,518 |
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$ |
(258,889 |
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Participant loan interest |
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4,146 |
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921 |
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Net investment loss |
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(370,372 |
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(257,968 |
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Contributions: |
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Employee |
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771,321 |
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800,063 |
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Employer |
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124,978 |
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127,088 |
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Rollover |
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172,768 |
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Total contributions |
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896,299 |
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1,099,919 |
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Transfer from Compete, Inc. Profit Sharing Trust |
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272,476 |
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Total additions |
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525,927 |
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1,114,427 |
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Deductions from net assets attributed to: |
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Benefits paid directly to participants |
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368,355 |
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349,337 |
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Administrative expenses |
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140 |
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285 |
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Total deductions |
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368,495 |
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349,622 |
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Net increase |
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157,432 |
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764,805 |
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Net assets available for benefits: |
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Beginning of year |
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1,765,641 |
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1,000,836 |
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End of year |
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$ |
1,923,073 |
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1,765,641 |
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See accompanying notes to financial statements.
5
The Perficient 401(k) Employee Savings Plan
1. Description of Plan
The following description of The Perficient 401(k) Employee Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plans provisions.
General
The Plan is a defined contribution plan covering substantially all employees of Perficient, Inc. (the Company) who are age 21 or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Each year participants may contribute up to 20% of their pretax annual compensation to any of the investment funds. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Company may make matching contributions up to specified amounts at its discretion. The Company may not make a contribution to the Plan for any Plan year to the extent the contribution would exceed the participants maximum permissible amount. The matching contribution for 2002 and 2001 was 25% of the first 6% of eligible compensation deferred by the participant.
Participant Accounts
Each participants account is credited with the participants contribution and allocations of (a) the Companys contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account.
Participant-Directed Investments
All assets of the Plan are participant-directed investments.
Participants have the option of directing their account balance to one or more different investment funds. The investment options available are Janus Worldwide Fund, Janus Twenty Fund, Janus Balanced Fund, American Century Ultra Fund, American Century Income and Growth Fund, T. Rowe Price Mid Cap Growth Fund, T. Rowe Price Small Cap Stock Fund, Putnam High Yield Advantage Fund, Hartford Index Fund, Hartford Money Market HLS, and Perficient, Inc. Common Stock.
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Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. The Company matching contributions vest based on years of service as follows:
Years of Service |
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Nonforfeitable |
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Less than 1 |
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0 |
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1 |
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33 |
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2 |
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66 |
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3 or more |
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100 |
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Payment of Benefits
Participants are entitled to receive benefit payments at the normal retirement age of 65, in the event of the participants death or disability, or in the event of termination under certain circumstances other than normal retirement, disability or death, or if the participant reaches age 70 ½ while still employed. Benefits may be paid in a lump-sum distribution or by an annuity.
Forfeited Accounts
In accordance with the Plan provisions, the forfeitures of participants leaving the Plan are reallocated to the remaining participants. Forfeitures during the years ended December 31, 2002 and 2001, were $9,278 and $10,678, respectively.
Participant Loans
Upon written application of a participant, the Plan may make a loan to the participant. Participants are allowed to borrow no less than $1,000 and no greater than the lesser of 50% of the participants vested account balance, or $50,000. Loans are amortized over a maximum of 60 months unless used to purchase the participants principal residence and repayment is made through payroll deductions. The amount of the loan is deducted from the participants investment accounts and bears interest at a rate commensurate with local rates for similar plans.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan have been prepared on the accrual basis of accounting, except for benefit payments, which are reported when paid.
Valuation of Investments
Investments in mutual funds, employer securities, and the general insurance account are stated at fair value, which is determined based on quoted market prices. Participant loans are stated at cost, which approximates fair value.
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Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.
3. Investments
The following investments represented 5% or more of the Plans net assets available for benefits at December 31, 2002:
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Current |
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Janus Worldwide Fund |
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$ |
270,925 |
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Janus Twenty Fund |
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335,192 |
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Janus Balanced Fund |
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147,724 |
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American Century Ultra Fund |
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191,842 |
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T. Rowe Price Mid Cap Growth Fund |
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232,774 |
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T. Rowe Price Small Cap Stock Fund |
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105,338 |
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Hartford Index Fund |
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114,431 |
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Hartford Money Market HLS |
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297,727 |
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During the years ended December 31, 2002 and 2001, the Plans investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:
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2002 |
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2001 |
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General Insurance Account |
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$ |
(155 |
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$ |
67 |
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Mutual funds |
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(351,061 |
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(212,110 |
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Employer securities |
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(23,302 |
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(46,846 |
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$ |
(374,518 |
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(258,889 |
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4. Income Tax Status
The Plans latest determination letter is dated August 7, 2001, in which the Internal Revenue Service stated the Plan, as then designed, was in compliance with the application requirements of the Internal Revenue Code. Effective January 1, 2002, the Plan was amended and restated to comply with applicable law changes. Perficient, Inc. believes the Plan currently is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that, therefore, the Plan qualifies under Section 401(a) and the related trust is tax-exempt as of December 31, 2002. Therefore, no provision for income taxes has been included in the Plans financial statements.
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5. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
6. Party-In-Interest Transactions
As of December 31, 2002 and 2001, the Plan held 98,365 and 25,349 shares, respectively, of Perficient, Inc. common stock. Total outstanding Perficient, Inc. common stock was approximately 10.5 million shares.
During the years ended December 31, 2002 and 2001, the Plan had the following transactions involving the Perficient, Inc. common stock investment:
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2002 |
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2001 |
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Shares purchased |
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114,837 |
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29,037 |
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Shares sold |
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41,821 |
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3,948 |
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Cost of shares purchased |
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$ |
69,930 |
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$ |
78,090 |
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Loss realized on shares sold |
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$ |
(16,690 |
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$ |
(5,270 |
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The Plan is administered by trustees consisting of officers and employees of the Company. The Company pays all administrative expenses of the Plan.
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The Perficient 401(k) Employee Savings Plan
FEIN: 74-2853258; Plan No. 001
Schedule of Assets Held for Investment Purposes
December 31, 2002
Form 5500, Schedule H, Part IV, Line 4(i)
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(c) |
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(d) |
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(e) |
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Janus: |
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Worldwide |
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Mutual fund |
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$ |
369,351 |
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$ |
270,925 |
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Twenty |
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Mutual fund |
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454,946 |
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335,192 |
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Balanced Fund |
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Mutual fund |
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157,259 |
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147,724 |
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American Century: |
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Ultra Fund |
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Mutual fund |
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248,086 |
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191,842 |
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Income and Growth Fund |
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Mutual fund |
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107,769 |
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89,099 |
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T. Rowe Price: |
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Mid Cap Growth Fund |
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Mutual fund |
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277,527 |
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232,774 |
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Small Cap Stock Fund |
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Mutual fund |
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115,178 |
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105,338 |
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Putnam High Yield Advantage Fund |
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Mutual fund |
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51,599 |
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51,219 |
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Hartford Life Insurance Company: |
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Index Fund |
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Mutual fund |
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134,676 |
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114,431 |
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Money Market HLS |
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Mutual fund |
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295,999 |
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297,727 |
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Perficient, Inc. |
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Employer securities |
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82,518 |
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33,450 |
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Participant Loans |
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Interest rate 7.50% |
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53,352 |
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$ |
2,294,908 |
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$ |
1,923,073 |
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See Independent Auditors Report.
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Exhibit |
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Description |
23.1 |
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Consent of Wipfli Ullrich Bertelson LLP |
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99.1 |
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Certification of Chief Executive Officer and Chief Financial Officer of Perficient, Inc. pursuant to 18 U.S.C. Section 1350. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
The Perficient 401(k) Employee Savings Plan
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/s/ Mark D. Mauldin |
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Mark D. Mauldin |
Date: June 30, 2003 |
Chief Financial Officer |
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