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

 

 

 

 

 

For the fiscal year ended December 31, 2003

 

 

 

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 001-15169

 

A.                Full title of plan and the address of the plan, if different from that of the issuer named below:

 

The Perficient 401(k) Employee Savings Plan

 

B.                  Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices:

 

Perficient, Inc.

1120 South Capital of Texas Highway, Bldg B Suite 220
Austin, Texas 78746

 

 



 

The Perficient 401(k) Employee Savings Plan

 

Financial Statements
and Supplemental Schedule

 

Years ended December 31, 2003 and 2002

 

 

Table of Contents

 

Independent Auditor’s Report

 

 

 

Financial Statements

 

 

 

Statements of Net Assets Available for Benefits

 

Statements of Changes in Net Assets Available for Benefits

 

Notes to Financial Statements

 

 

 

Supplemental Schedule

 

 

 

Schedule of Assets Held for Investment Purposes, Form 5500, Schedule H, Part IV, Line 4(i)

 

 

 

Exhibits

 

 

 

Signatures

 

 

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INDEPENDENT AUDITOR’S REPORT

 

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, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years ended December 31, 2003 and 2002 (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 the standards of the Public 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. 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, 2003 and 2002, and the changes in its net assets available for benefits for the years ended December 31, 2003 and 2002, 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, 2003, 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This schedule is the responsibility of the Plan’s 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.

 

 

Wipfli LLP

 

June 14, 2004

Eau Claire, Wisconsin

 

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The Perficient 401(k) Employee Savings Plan

Statements of Net Assets Available for Benefits
December 31, 2003 and 2002

 

 

 

2003

 

2002

 

Assets

 

 

 

 

 

Investments - At fair value:

 

 

 

 

 

Hartford Life:

 

 

 

 

 

Mutual funds

 

$

4,862,601

 

$

1,836,271

 

Employer securities

 

62,815

 

33,450

 

General insurance account

 

 

 

Participant loans

 

50,031

 

53,352

 

 

 

 

 

 

 

Total investments

 

4,975,447

 

1,923,073

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

4,975,447

 

$

1,923,073

 

 

See accompanying notes to financial statements.

 

4



 

The Perficient 401(k) Employee Savings Plan

Statements of Changes in Net Assets Available for Benefits

Year ended December 31, 2003

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Additions to net assets attributed to:

 

 

 

 

 

Investment income (loss):

 

 

 

 

 

Net appreciation (depreciation) in fair value of investments

 

$

587,596

 

$

(374,518

)

Participant loan interest

 

2,864

 

4,146

 

Net investment income (loss)

 

590,460

 

(370,372

)

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employee

 

885,554

 

771,321

 

Employer

 

142,994

 

124,978

 

Rollover

 

19,635

 

 

Total contributions

 

1,048,183

 

896,299

 

 

 

 

 

 

 

Transfer from other Plans

 

1,705,044

 

 

 

 

 

 

 

 

Total additions

 

3,343,687

 

525,927

 

 

 

 

 

 

 

Deductions from net assets attributed to:

 

 

 

 

 

Benefits paid directly to participants

 

291,076

 

368,355

 

Administrative expenses

 

237

 

140

 

Total deductions

 

291,313

 

368,495

 

 

 

 

 

 

 

Net increase

 

3,052,374

 

157,432

 

 

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

Beginning of year

 

1,923,073

 

1,765,641

 

End of year

 

$

4,975,447

 

$

1,923,073

 

 

See accompanying notes to financial statements.

 

5



 

The Perficient 401(k) Employee Savings Plan

Notes to Financial Statements

 

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 Plan’s 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 participant’s maximum permissible amount. The matching contribution for 2003 and 2002 was 25% of the first 6% of eligible compensation deferred by the participant.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s 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 participant’s 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 plus earnings thereon vest based on years of service as follows:

 

Years of Service

 

Nonforfeitable
Percentage

 

 

 

 

 

Less than 1

 

 

1

 

33

 

2

 

66

 

3 or more

 

100

 

 

Payment of Benefits

 

Participants are entitled to receive benefit payments at the normal retirement age of 65, in the event of the participant’s 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 installment payments.

 

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, 2003 and 2002, were $4,569 and $9,278, 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 participant’s vested account balance, or $50,000. Loans are amortized over a maximum of 60 months unless used to purchase the participant’s principal residence and repayment is made through payroll deductions. The amount of the loan is deducted from the participant’s 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 Plan’s net assets available for benefits at December 31, 2003:

 

 

 

Current
Value

 

 

 

 

 

Janus Worldwide Fund

 

$

420,566

 

Janus Twenty Fund

 

420,246

 

American Century Ultra Fund

 

336,761

 

T. Rowe Price Mid Cap Growth Fund

 

701,535

 

T. Rowe Price Small Cap Stock Fund

 

397,076

 

Hartford Index Fund

 

339,771

 

Hartford Money Market HLS

 

1,576,452

 

 

During the years ended December 31, 2003 and 2002, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:

 

 

 

2003

 

2002

 

 

 

 

 

 

 

General Insurance Account

 

$

1,742

 

$

(155

)

Mutual funds

 

554,770

 

(351,061

)

Employer securities

 

31,084

 

(23,302

)

 

 

$

587,596

 

$

(374,518

)

 

4.                                      Income Tax Status

 

The Plan’s 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 Plan’s 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.                                      Risks and Uncertainties

 

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

 

7.                                      Party-In-Interest Transactions

 

As of December 31, 2003 and 2002, the Plan held 95,323 and 98,365 shares, respectively, of Perficient, Inc. common stock. As of December 31, 2003 and 2002, total outstanding Perficient, Inc. common stock was approximately 14.0 million and 10.5 million shares, respectively.

 

During the years ended December 31, 2003 and 2002, the Plan had the following transactions involving the Perficient, Inc. common stock investment:

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Shares purchased

 

61,697

 

114,837

 

Shares sold

 

64,739

 

41,821

 

Cost of shares purchased

 

$

31,079

 

$

69,930

 

Loss realized on shares sold

 

$

(13,871

)

$

(16,690

)

 

The Plan is administered by trustees consisting of officers and employees of the Company.  The Company pays all administrative expenses of the Plan.

 

8.                                      Plan Mergers

 

During 2003, two 401(k) plans were merged into The Perficient 401(k) Employee Savings Plan due to company acquisitions by Perficient, Inc.

 

On July 16, 2003, the Javelin Solutions, Inc. 401(k) Plan transferred $1,208,302 into the plan. On December 22, 2003, $496,742 was transferred into the plan from Primary Webworks, Inc. 401(k) Plan.

 

9.                                      Subsequent Event

 

Perficient, Inc. acquired Genisys Consulting, Inc. in 2004. Due to this acquisition, the Genisys Consulting, Inc. 401(k) plan will be merged into The Perficient 401(k) Employee Savings Plan. The approximate value of the plan to be transferred is $3.35 million.

 

Perficient, Inc. acquired Meritage Technologies, Inc. in 2004. Due to this acquisition, the Meritage Technologies, Inc. 401(k) plan will be merged into The Perficient 401(k) Employee Savings Plan. The approximate value of the plan to be transferred is $3.30 million.

 

9



 

Supplemental Schedule

 

The Perficient 401(k) Employee Savings Plan

FEIN: 74-2853258; Plan No. 001

Schedule of Assets Held for Investment Purposes

December 31, 2003

 

Form 5500, Schedule H, Part IV, Line 4(i)

 

(b)
Identity of Issue

 

(c)
Description of Asset

 

(d)
Cost

 

(e)
Current Value

 

 

 

 

 

 

 

 

 

Janus:

 

 

 

 

 

 

 

Worldwide

 

Mutual fund

 

384,577

 

420,567

 

Twenty

 

Mutual fund

 

390,448

 

420,246

 

Balanced Fund

 

Mutual fund

 

225,235

 

236,563

 

American Century:

 

 

 

 

 

 

 

Ultra Fund

 

Mutual fund

 

318,583

 

336,761

 

Income and Growth Fund

 

Mutual fund

 

178,278

 

195,422

 

T. Rowe Price:

 

 

 

 

 

 

 

Mid Cap Growth Fund

 

Mutual fund

 

650,472

 

701,535

 

Small Cap Stock Fund

 

Mutual fund

 

366,817

 

397,077

 

Putnam High Yield Advantage Fund

 

Mutual fund

 

226,895

 

238,207

 

Hartford Life Insurance Company:

 

 

 

 

 

 

 

Index Fund

 

Mutual fund

 

315,890

 

339,771

 

Money Market HLS

 

Mutual fund

 

1,577,016

 

1,576,452

 

Perficient, Inc. *

 

Employer securities

 

66,928

 

62,815

 

Participant Loans

 

Interest rate 4-7.50%

 

 

50,031

 

 

 

 

 

4,701,139

 

4,975,447

 

 

*A party-in-interest as defined by ERISA

 

See Independent Auditor’s Report.

 

10



 

Exhibits

 

Exhibit
Number

 

Description

23.1

 

Consent of Wipfli LLP

 

11



 

SIGNATURES

 

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

 

 

/s/ Michael D. Hill

 

Date: June 28, 2004

Michael D. Hill

 

Chief Financial Officer

 

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