U.S. SECURITIES AND EXCHANGE COMMISSION
Form 11-K
þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004
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, Building Three, Suite 220
Austin, Texas 78746
The Perficient 401(k) Employee Savings Plan
Financial Statements
and Supplemental Schedule
Years ended December 31, 2004 and 2003
Table of Contents
1 | ||||||||
Financial Statements |
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2 | ||||||||
3 | ||||||||
4 | ||||||||
Supplemental Schedule |
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9 | ||||||||
Exhibits |
11 | |||||||
12 | ||||||||
Consent of Wipfli LLP |
INDEPENDENT AUDITORS REPORT
The Trustees
The Perficient 401(k) Employee Savings Plan
Austin, Texas
We have audited the accompanying statements of net assets available for benefits of the Perficient 401(k) Employee Savings Plan as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. 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. 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, 2004 and 2003, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule (Schedule of Assets (Held at End of Year)) as of December 31, 2004, 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 supplemental schedule is the responsibility of the Plans management. The supplemental 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 in relation to the basic financial statements taken as a whole.
Wipfli LLP
June 14, 2005
Eau Claire, Wisconsin
1
The Perficient 401(k) Employee Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
Assets | 2004 | 2003 | ||||||
Investments At fair value: |
||||||||
Mutual funds |
$ | 6,836,413 | $ | 4,862,601 | ||||
Employer securities |
273,172 | 62,815 | ||||||
Participant loans |
46,410 | 50,031 | ||||||
Total investments |
$ | 7,155,995 | $ | 4,975,447 | ||||
Receivables: |
||||||||
Employer contributions |
12,072 | 0 | ||||||
Participant contributions |
46,513 | 0 | ||||||
Loan payments |
921 | 0 | ||||||
Total receivables |
59,506 | 0 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 7,215,501 | $ | 4,975,447 | ||||
See accompanying notes to financial statements.
2
The Perficient 401(k) Employee Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31, 2004 and 2003
2004 | 2003 | |||||||
Additions to net assets attributed to: |
||||||||
Investment income: |
||||||||
Net appreciation in fair value of investments |
$ | 829,970 | $ | 587,596 | ||||
Participant loan interest |
1,459 | 2,864 | ||||||
Net investment income |
831,429 | 590,460 | ||||||
Contributions: |
||||||||
Employee |
1,503,302 | 885,554 | ||||||
Employer |
244,241 | 142,994 | ||||||
Rollover |
177,482 | 19,635 | ||||||
Total contributions |
1,925,025 | 1,048,183 | ||||||
Transfer from other Plans |
0 | 1,705,044 | ||||||
Total additions |
2,756,454 | 3,343,687 | ||||||
Deductions from net assets attributed to: |
||||||||
Benefits paid directly to participants |
515,726 | 291,076 | ||||||
Administrative expenses |
674 | 237 | ||||||
Total deductions |
516,400 | 291,313 | ||||||
Net increase |
2,240,054 | 3,052,374 | ||||||
Net assets available for benefits: |
||||||||
Beginning of year |
4,975,447 | 1,923,073 | ||||||
End of year |
$ | 7,215,501 | $ | 4,975,447 | ||||
See accompanying notes to financial statements.
3
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 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 2004 and 2003 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 contribution 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 options. The investment options include various fixed and equity mutual funds and Perficient, Inc. common stock. |
4
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: |
Nonforfeitable | ||
Years of Service | Percentage | |
Less than 1 |
0 | |
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 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 1/2 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, 2004 and 2003, were $11,754 and $4,569, 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 and employer securities are stated at fair value, which is determined based on quoted market prices. Participant loans are stated at cost, which approximates fair value. |
5
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, 2004: |
Current | ||||
Value | ||||
Janus Worldwide Fund |
$ | 468,379 | ||
Janus Twenty Fund |
515,131 | |||
T. Rowe Price Mid Cap Growth Fund |
955,561 | |||
T. Rowe Price Small Cap Stock Fund |
668,028 | |||
Hartford Index Fund |
510,270 | |||
Hartford Money Market HLS |
932,052 |
During the years ended December 31, 2004 and 2003, the Plans investments (including investments purchased, sold, or held during the year) appreciated in fair value as follows: |
2004 | 2003 | |||||||
General Insurance Account |
$ | 0 | $ | 1,742 | ||||
Mutual funds |
679,823 | 554,770 | ||||||
Employer securities |
150,147 | 31,084 | ||||||
$ | 829,970 | $ | 587,596 | |||||
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, 2004. Therefore, no provision for income taxes has been included in the Plans financial statements. |
6
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, 2004 and 2003, the Plan held 178,957 and 95,323 shares, respectively, of Perficient, Inc. common stock. Total outstanding Perficient, Inc. common stock was approximately 21 million shares. | ||||
During the years ended December 31, 2004 and 2003, the Plan had the following transactions involving the Perficient, Inc. common stock investment: |
2004 | 2003 | |||||||
Shares purchased |
402,585 | 61,697 | ||||||
Shares sold |
318,951 | 64,739 | ||||||
Cost of shares purchased |
$ | 367,257 | $ | 31,079 | ||||
Gain (loss) realized on shares sold |
$ | 20,804 | $ | (13,871 | ) |
Certain Plan investments are shares of mutual funds managed by Hartford Life Insurance Company. Hartford Life Insurance Company is the custodian as defined by the Plan; therefore, these transactions qualify as party-in-interest. | ||||
The Plan is administered by trustees consisting of officers and employees of the Company. The Company pays all administrative expenses of the Plan. |
7. | 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. |
8. | Plan Mergers | |||
During 2003, two 401(k) plans were merged into The Perficient 401(k) Employee Savings Plan for companies acquired by Perficient, Inc. in 2002. On July 16, 2003, $1,208,302 was transferred into the Plan from the Javelin Solutions, Inc. 401(k) Plan. On December 22, 2003, $496,742 was transferred into the Plan from the Primary Webworks, Inc. 401(k) Plan. | ||||
During 2004, Perficient, Inc. acquired Genisys Consulting, Inc. and Meritage Technologies, Inc. As a result of these acquisitions, the Genisys, Inc. 401(k) Plan and Meritage Technologies, Inc. 401(k) Plan will be merged into The Perficient 401(k) Employee Savings Plan with an effective date of January 1, 2005. The approximate value of the two plans to be transferred in 2005 is $4.98 million. |
7
9. | Subsequent Event | |||
Effective January 1, 2005, the Plan changed custodians and Plan administrators from Hartford Life Insurance Company to the Principal Life Insurance Company. |
8
Supplemental Schedule
The Perficient 401(k) Employee Savings Plan
FEIN: 74-2853258; Plan No. 001
Schedule of Assets (Held at End of Year)
December 31, 2004
Form 5500, Schedule H, Part IV, Line 4(i)
(a) | (b) | (c) | (d) | (e) | ||||||
Description | ||||||||||
Party-in-Interest | Identity of Issue | of Asset | Cost | Current Value | ||||||
* |
Hartford Life Insurance Company: | |||||||||
Index Fund |
Mutual fund | ** | $ | 510,270 | ||||||
Bond Fund |
Mutual fund | ** | 26,771 | |||||||
Money Market |
Mutual fund | ** | 932,052 | |||||||
Capital Appreciation |
Mutual fund | ** | 127,531 | |||||||
High Yield |
Mutual fund | ** | 22,058 | |||||||
Disciplined Equity |
Mutual fund | ** | 1,983 | |||||||
Global Health |
Mutual fund | ** | 78,113 | |||||||
American Century: | ||||||||||
Ultra Fund |
Mutual fund | ** | 256,619 | |||||||
Income and Growth Fund |
Mutual fund | ** | 287,412 | |||||||
Janus: | ||||||||||
Worldwide |
Mutual fund | ** | 468,379 | |||||||
Twenty |
Mutual fund | ** | 515,131 | |||||||
Balanced |
Mutual fund | ** | 316,264 | |||||||
T. Rowe Price: | ||||||||||
Mid Cap Growth Fund |
Mutual fund | ** | 955,561 | |||||||
Small Cap Stock Fund |
Mutual fund | ** | 668,028 | |||||||
Putnam: | ||||||||||
High Yield Advantage Fund |
Mutual fund | ** | 205,293 | |||||||
International Equity |
Mutual fund | ** | 5,390 | |||||||
Equity Income |
Mutual fund | ** | 17,555 | |||||||
American Funds: | ||||||||||
Investment Company of America |
Mutual fund | ** | 60,002 | |||||||
Growth Fund of America |
Mutual fund | ** | 53,164 | |||||||
Balanced |
Mutual fund | ** | 58,826 | |||||||
Oppenheimer: | ||||||||||
Global Health |
Mutual fund | ** | 125,376 | |||||||
Quest Balanced |
Mutual fund | ** | 13,263 | |||||||
Developing Markets |
Mutual fund | ** | 349,823 | |||||||
Alliance Bernstein Technology | Mutual fund | ** | 19,250 |
9
Supplemental Schedule
The Perficient 401(k) Employee Savings Plan
FEIN: 74-2853258; Plan No. 001
Schedule of Assets (Held at End of Year)
December 31, 2004
Form 5500, Schedule H, Part IV, Line 4(i)
(a) | (b) | (c) | (d) | (e) | ||||||
Description | ||||||||||
Party-in-Interest | Identity of Issue | of Asset | Cost | Current Value | ||||||
MFS: | ||||||||||
New Discovery Fund |
Mutual fund | ** | 31,913 | |||||||
Global Equity |
Mutual fund | ** | 2,165 | |||||||
Strategic Value |
Mutual fund | ** | 19,426 | |||||||
AIM: | ||||||||||
Basic Value |
Mutual fund | ** | 18,721 | |||||||
Real Estate |
Mutual fund | ** | 193,803 | |||||||
Eaton Vance: | ||||||||||
Utilities |
Mutual fund | ** | 35,619 | |||||||
Worldwide Health Sciences |
Mutual fund | ** | 40,976 | |||||||
Federal International High Income | Mutual fund | ** | 38,766 | |||||||
Franklin Templeton: | ||||||||||
Conservative Target |
Mutual fund | ** | 12,206 | |||||||
Growth Target |
Mutual fund | ** | 5,228 | |||||||
Moderate Target |
Mutual fund | ** | 4,217 | |||||||
PIMCO: | ||||||||||
PEA Renaissance |
Mutual fund | ** | 188,582 | |||||||
Total Return |
Mutual fund | ** | 107,312 | |||||||
Fidelity Advisor Mid Cap | Mutual fund | ** | 63,365 | |||||||
Total mutual funds |
** | 6,836,413 | ||||||||
Perficient, Inc. | Employer securities | ** | 273,172 | |||||||
Participant Loans | Interest rate of 4% - 7. | 5% ** | 46,410 | |||||||
Total investments | $ | 7,155,995 | ||||||||
* Indicates a part-in-interest as defined by ERISA. | ||||||||||
**Cost omitted for participant-directed investments. |
See Independent Auditors 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 29, 2005 | Michael D. Hill | |||
Chief Financial Officer | ||||
12
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
23.1 |
Consent of Wipfli LLP |