þ
|
Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31,
2008
|
o
|
Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
(State
or other jurisdiction of
incorporation
or organization)
|
No.
74-2853258
(I.R.S.
Employer Identification No.)
|
Title
of each class:
Common
Stock, $0.001 par value
|
Name
of each exchange on which registered:
The
Nasdaq Global Select Market
|
Large
accelerated filer
o
|
Accelerated
filer
þ
|
|
Non-accelerated
filer
o
|
Smaller
reporting company
o
|
PART
I
|
|||||
Item
1.
|
Business.
|
1
|
|||
Item
1A.
|
Risk
Factors.
|
10
|
|||
Item
1B.
|
Unresolved
Staff Comments.
|
17
|
|||
Item
2.
|
Properties.
|
18
|
|||
Item
3.
|
Legal
Proceedings.
|
18
|
|||
Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
18
|
|||
PART
II
|
|||||
Item
5.
|
Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
|
19
|
|||
Item
6.
|
Selected
Financial Data.
|
20
|
|||
Item
7.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
|
21
|
|||
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
32
|
|||
Item
8.
|
Financial
Statements and Supplementary Data.
|
33
|
|||
Item
9.
|
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure.
|
54
|
|||
Item
9A.
|
Controls
and Procedures.
|
54
|
|||
Item
9B.
|
Other
Information.
|
54
|
|||
PART
III
|
|||||
Item
10.
|
Directors,
Executive Officers and Corporate Governance.
|
56
|
|||
Item
11.
|
Executive
Compensation.
|
58
|
|||
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
58
|
|||
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
58
|
|||
Item
14.
|
Principal
Accounting Fees and Services.
|
58
|
|||
PART
IV
|
|||||
Item
15.
|
Exhibits
and Financial Statement Schedules.
|
59
|
Item 1.
|
Business.
|
·
|
Domain Expertise. We
have acquired significant domain expertise in a core set of
business-driven technology solutions and software platforms. These
solutions include, among others, custom applications, portals and
collaboration, eCommerce, customer relationship management, enterprise
content management, business intelligence, business integration, mobile
technology solutions, technology platform implementations and service
oriented architectures and enterprise service bus. The platforms in which
we have significant domain expertise and on which these solutions are
built include IBM WebSphere, Lotus, Information Management and Rational,
TIBCO BusinessWorks, Microsoft.NET, Oracle-Seibel, BEA (acquired by
Oracle), Cognos (acquired by IBM) and Documentum, among
others.
|
·
|
Delivery Model and
Methodology. We believe our significant domain expertise enables us
to provide high-value solutions through expert project teams that deliver
measurable results by working collaboratively with clients through a
user-centered, technology-based and business-driven solutions methodology.
Our eNable Methodology, a proven execution process map we developed,
allows for repeatable, high quality services delivery. The eNable
Methodology leverages the thought leadership of our senior strategists and
practitioners to support the client project team and focuses on
transforming our clients' business processes to provide enhanced customer
value and operating efficiency, enabled by Web technology. As a result, we
believe we are able to offer our clients the dedicated attention that
small firms usually provide and the delivery and project management that
larger firms usually offer.
|
·
|
Client Relationships.
We have built a track record of quality solutions and client satisfaction
through the timely, efficient and successful completion of numerous
projects for our clients. As a result, we have established long-term
relationships with many of our clients who continue to engage us for
additional projects and serve as references for us. Over the past three
years ending December 31, 2008, an average of 82% of revenues was derived
from clients who continued to utilize our services from the prior year,
excluding from the calculation for any revenues from acquisitions
completed in that year.
|
·
|
Vendor Relationship and
Endorsements. We have built meaningful relationships with software
providers, whose products we use to design and implement solutions for our
clients. These relationships enable us to reduce our cost of sales and
sales cycle times and increase win rates by leveraging our partners'
marketing efforts and endorsements. We also serve as a sales channel for
our partners, helping them market and sell their software products. We are
a Premier IBM business partner, a TeamTIBCO partner, a Microsoft Gold
Certified Partner, a Certified Oracle Partner, and an EMC Documentum
Select Services Team Partner. Our vendors have recognized our
relationships with several awards. Most recently, the Company
was honored with IBM’s Information Management 2007 Most Distinguished
Partner (North America) Award and IBM’s Lotus 2008 Most Distinguished
Partner (North America) Award.
|
·
|
Geographic Focus. We
believe we have built one of the leading independent information
technology consulting firms in the United States. We serve our clients
from locations in 19 markets throughout North America. In addition, as of
December 31, 2008, we had 546 colleagues who are part of “national”
business units, who travel extensively to serve clients primarily in North
America and Europe. Our future growth plan includes expanding our business
with a primary focus on the United States, both through increasing the
number of professionals and through opening new offices, both organically
and through acquisitions. We also intend to continue to leverage our
existing offshore capabilities to support our growth and provide our
clients flexible options for project
delivery.
|
·
|
Offshore Capability. We
own and operate a CMMI Level 5 certified global development center in
Hangzhou, China that was acquired in 2007. This facility is staffed with
Perficient colleagues who provide offshore custom application development,
quality assurance and testing services. Additionally, we have a
relationship with an offshore development facility in Bitola, Macedonia.
Through this facility we contract with a team of professionals with
expertise in IBM, TIBCO and Microsoft technologies and with
specializations that include application development, adapter and
interface development, quality assurance and testing, monitoring and
support, product development, platform migration, and portal development.
In addition to our offshore capabilities, we employ a substantial number
of foreign nationals in the United States on H1-B visas. In
2007, we acquired a recruiting facility in Chennai, India, to continue to
grow our base of H1-B foreign national colleagues. As of
December 31, 2008, we had 133 colleagues at the Hangzhou, China facility
and 215 colleagues with H1-B visas.
|
·
|
give
managers and executives the information they need to make quality business
decisions and dynamically adapt their business processes and systems to
respond to client demands, market opportunities or business
problems;
|
·
|
improve
the quality and lower the cost of customer acquisition and care through
Web-based customer self-service and
provisioning;
|
·
|
reduce
supply chain costs and improve logistics by flexibly and quickly
integrating processes and systems and making relevant real-time
information and applications available online to suppliers, partners and
distributors;
|
·
|
increase
the effectiveness and value of legacy enterprise technology infrastructure
investments by enabling faster application development and deployment,
increased flexibility and lower management costs;
and
|
·
|
increase
employee productivity through better information flow and collaboration
capabilities and by automating routine processes to enable focus on unique
problems and opportunities.
|
·
|
Enterprise portals and
collaboration. We design, develop, implement and integrate secure
and scalable enterprise portals for our clients and their customers,
suppliers and partners that include searchable data systems, collaborative
systems for process improvement, transaction processing, unified and
extended reporting and content management and
personalization.
|
·
|
Business integration.
We design, develop and implement business integration solutions that allow
our clients to integrate all of their business processes end-to-end and
across the enterprise. Truly innovative companies are extending those
processes, and eliminating functional friction, between the enterprise and
core customers and partners. Our business integration solutions can extend
and extract core applications, reduce infrastructure strains and cost,
Web-enable legacy applications, provide real-time insight into business
metrics and introduce efficiencies for customers, suppliers and
partners.
|
·
|
Enterprise content management
(ECM). We design, develop and implement ECM solutions that enable
the management of all unstructured information regardless of file type or
format. Our ECM solutions can facilitate the creation of new content
and/or provide easy access and retrieval of existing digital assets from
other enterprise tools such as enterprise resource planning (ERP),
customer relationship management or legacy applications. Perficient's ECM
solutions include Enterprise Imaging and Document Management, Web Content
Management, Digital Asset Management, Enterprise Records Management,
Compliance and Control, Business Process Management and Collaboration and
Enterprise Search.
|
·
|
Customer relationship
management (CRM). We design, develop and implement advanced CRM
solutions that facilitate customer acquisition, service and support,
sales, and marketing by understanding our customers' needs through
interviews, facilitated requirements gathering sessions and call center
analysis, developing an iterative, prototype driven solution and
integrating the solution to legacy processes and
applications.
|
·
|
Service oriented architectures
(SOA) and enterprise service bus. We design, develop and implement
SOA and enterprise service bus solutions that allow our clients to quickly
adapt their business processes to respond to new market opportunities or
competitive threats by taking advantage of business strategies supported
by flexible business applications and IT
infrastructures.
|
·
|
Business intelligence.
We design, develop and implement business intelligence solutions that
allow companies to interpret and act upon accurate, timely and integrated
information. By classifying, aggregating and correlating data into
meaningful business information, business intelligence solutions help our
clients make more informed business decisions. Our business intelligence
solutions allow our clients to transform data into knowledge for quick and
effective decision making and can include information strategy, data
warehousing and business analytics and
reporting.
|
·
|
eCommerce. We design,
develop and implement secure and reliable eCommerce infrastructures that
dynamically integrate with back-end systems and complementary applications
that provide for transaction volume scalability and sophisticated content
management.
|
·
|
Mobile technology
solutions. We design, develop and implement mobile technology
solutions that deliver wireless capabilities to carriers, Mobile Virtual
Network Operators (MVNO), Mobile Virtual Network Enablers (MVNE), and the
enterprise. Perficient's expertise with wireless technologies such as SIP,
MMS, WAP, and GPRS are coupled with our deep expertise in mobile content
delivery. Our secure and scalable solutions can include mobile content
delivery systems; wireless value-added services including SIP, IMS, SMS,
MMS and Push-to-Talk; custom developed applications to pervasive devices
including Symbian, WML, J2ME, MIDP, Linux; and customer care solutions
including provisioning, mediation, rating and
billing.
|
·
|
Technology platform
implementations. We design, develop and implement technology
platform implementations that allow our clients to establish a robust,
reliable Internet-based infrastructure for integrated business
applications which extend enterprise technology assets to employees,
customers, suppliers and partners. Our Platform Services include
application server selection, architecture planning, installation and
configuration, clustering for availability, performance assessment and
issue remediation, security services and technology
migrations.
|
·
|
Custom applications. We
design, develop, implement and integrate custom application solutions that
deliver enterprise-specific functionality to meet the unique requirements
and needs of our clients. Perficient's substantial experience with
platforms including J2EE, .Net and open-source - plus our flexible
delivery structure - enables enterprises of all types to leverage
cutting-edge technologies to meet business-driven
needs.
|
·
|
iterative
and results oriented;
|
·
|
centered
around a flexible and repeatable
framework;
|
·
|
collaborative
and customer-centered in that we work with not only our clients but with
our clients' customers in developing our
solutions;
|
·
|
focused
on delivering high value, measurable results;
and
|
·
|
grounded
by industry leading project
management.
|
·
|
Grow Relationships with
Existing and New Clients. We intend to continue to solidify and
expand enduring relationships with our existing clients and to develop
long-term relationships with new clients by providing them with solutions
that generate a demonstrable, positive return-on-investment. Our incentive
plan rewards our project managers to work in conjunction with our sales
people to expand the nature and scope of our engagements with existing
clients.
|
·
|
Continue Making Purchases of
Equity Securities. In an ongoing effort to provide the
most value to our stockholders, the Board of Directors authorized the
repurchase of up to $20.0 million of our common stock as part of a program
that expires at the end of June 2010. We believe our stock is
undervalued and the repurchase program is the best use of a portion of our
excess cash at this time. We will continually re-evaluate the
position of our stock price and will seek additional authorization to
repurchase our common stock if we believe
appropriate.
|
·
|
Continue Making Disciplined
Acquisitions Once
the Economic Environment and Relative Valuations Improve. The
information technology consulting market is a fragmented industry and we
believe there are a substantial number of smaller privately held
information technology consulting firms that can be acquired and be
accretive to our financial results. We have a track record of successfully
identifying, executing and integrating acquisitions that add strategic
value to our business. Our established culture and infrastructure
positions us to successfully integrate each acquired company, while
continuing to offer effective solutions to our clients. From April 2004
through November 2007, we have acquired and integrated 12 information
technology consulting firms. Given the current economic conditions, the
Company has temporarily suspended making additional acquisitions pending
improved visibility into the health of the economy and the information
technology sector and improvement of the relative valuation between the
Company’s common stock price and the private market valuations of
potential acquisitions.
|
·
|
Expand Geographic Base.
We believe we have built one of the leading independent information
technology consulting firms in the United States. We serve our customers
from our network of 19 offices throughout North America. In addition, as
of December 31, 2008, we had 546 colleagues who are part of “national”
business units, who travel extensively to serve clients primarily in North
America and Europe. Our future growth plan includes expanding our business
with a primary focus on the United States, both through increasing the
number of professionals and through opening new offices, both organically
and through acquisitions. We also intend to continue to leverage our
existing ‘offshore’ capabilities to support our growth and provide our
clients flexible options for project
delivery.
|
·
|
Enhance Brand
Visibility. Our focus on a core set of business-driven technology
solutions, applications and software platforms and a targeted customer and
geographic market has given us market visibility. In addition, we believe
we have achieved critical mass in size, which has enhanced our visibility
among prospective clients, employees and software vendors. As we continue
to grow our business, we intend to highlight to customers and prospective
customers our leadership in business-driven technology solutions and
infrastructure software technology
platforms.
|
·
|
Invest in Our People and
Culture. We have developed a culture built on teamwork, a passion
for technology and client service, and a focus on cost control and the
bottom line. As a people-based business, we continue to invest in the
development of our professionals and to provide them with entrepreneurial
opportunities and career development and advancement. Our technology,
business consulting and project management ensure that client team best
practices are being developed across the company and our recognition
program rewards teams for implementing those practices. We believe this
results in a team of motivated professionals with the ability to deliver
high-quality and high-value services for our
clients.
|
·
|
Leverage Existing and Pursue
New Strategic Alliances. We intend to continue to develop alliances
that complement our core competencies. Our alliance strategy is targeted
at leading business advisory companies and technology providers and allows
us to take advantage of compelling technologies in a mutually beneficial
and cost-competitive manner. Many of these relationships, and in
particular IBM, result in our partners, or their clients, utilizing us as
the services firm of choice.
|
·
|
Expand and Enhance Our
Industry Vertical Focus. In 2008 we launched two
industry focused practices, healthcare and communications. The
goals of these industry verticals is to recruit and retain consultants
with specific industry expertise and to ‘mine’ and leverage the
intellectual property the Company has and accumulates as we serve clients
within these industries. Expanding these verticals will help
the Company in terms of revenue generation as well as market expansion
beyond our geographic and solution focused business units. Some
other industries we have meaningful expertise in include energy, consumer
product goods, manufacturing and distribution, and financial
services.
|
·
|
Leverage Offshore
Capabilities. Our solutions and services are primarily delivered at
the customer site and require a significant degree of customer
participation, interaction and specialized technology
expertise. We can compliment this with lower cost offshore
technology professionals to perform less specialized roles on our solution
engagements, enabling us to fully leverage our United States colleagues
while offering our clients a highly competitive blended average rate. We
own and operate a CMMI Level 5 certified global development center in
Hangzhou, China that is staffed with Perficient colleagues who provide
offshore custom application development, quality assurance and testing
services and we maintain an exclusive arrangement with an offshore
development and delivery firm in Macedonia. In addition to our offshore
capabilities, we employ a substantial number of H1-B foreign nationals in
the United States. In 2007, we acquired a recruiting facility
in Chennai, India, to continue to grow our base of H1-B foreign national
colleagues. As of December 31, 2008 we had 133 colleagues at
the Hangzhou, China facility and 215 colleagues with H1-B
visas.
|
·
|
small
local consulting firms that operate in no more than one or two geographic
regions;
|
·
|
regional
consulting firms such as Brulant, Prolifics and MSI Systems
Integrators;
|
·
|
national
consulting firms, such as Accenture, BearingPoint, Deloitte Consulting,
Ciber, and Sapient;
|
·
|
in-house
professional services organizations of software companies;
and
|
·
|
to
a limited extent, offshore providers such as Infosys Technologies Limited
and Wipro Limited.
|
·
|
we
believe in long-term client and vendor relationships built on investment
in innovative solutions, delivering more value than the competition and a
commitment to excellence;
|
·
|
we
believe in growth and profitability and building meaningful
scale;
|
·
|
we
believe each of us is ultimately responsible for our own career
development and has a commitment to mentor
others;
|
·
|
we
believe that Perficient has an obligation to invest in our consultants'
training and education;
|
·
|
we
believe the best career development comes on the job;
and
|
·
|
we
love challenging new work
opportunities.
|
Item 1A.
|
Risk
Factors.
|
·
|
continue
to develop our technology
expertise;
|
·
|
enhance
our current services;
|
·
|
develop
new services that meet changing customer
needs;
|
·
|
advertise
and market our services; and
|
·
|
influence
and respond to emerging industry standards and other technological
changes.
|
·
|
security;
|
·
|
intellectual
property ownership;
|
·
|
privacy;
|
·
|
taxation;
and
|
·
|
liability
issues.
|
·
|
political
and economic instability;
|
·
|
global
health conditions and potential natural
disasters;
|
·
|
unexpected
changes in regulatory requirements;
|
·
|
international
currency controls and exchange rate
fluctuations;
|
·
|
reduced
protection for intellectual property rights in some countries;
and
|
·
|
additional
vulnerability from terrorist groups targeting American interests
abroad.
|
·
|
demand
for software and services;
|
·
|
customer
budget cycles;
|
·
|
changes
in our customers' desire for our partners' products and our
services;
|
·
|
pricing
changes in our industry; and
|
·
|
government
regulation and legal developments regarding the use of the
Internet.
|
·
|
difficulties
in the integration of services and personnel of the acquired
business;
|
·
|
the
failure of management and acquired services personnel to perform as
expected;
|
·
|
the
acquisition of fixed fee customer agreements that require more effort than
anticipated to complete;
|
·
|
the
risks of entering markets in which we have no, or limited, prior
experience, including offshore operations in countries in which we have no
prior experience;
|
·
|
the
failure to identify or adequately assess any undisclosed or potential
liabilities or problems of the acquired business including legal
liabilities;
|
·
|
the
failure of the acquired business to achieve the forecasts we used to
determine the purchase price; or
|
·
|
the
potential loss of key personnel of the acquired
business.
|
Item
1B.
|
Unresolved
Staff Comments.
|
Item 2.
|
Properties.
|
Item 3.
|
Legal
Proceedings.
|
Item 4.
|
Submission
of Matters to a Vote of Security
Holders.
|
Item 5.
|
Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
|
High
|
Low
|
|||||||
Year
Ending December 31, 2008:
|
||||||||
First
Quarter
|
$
|
17.08
|
$
|
6.43
|
||||
Second
Quarter
|
11.91
|
7.82
|
||||||
Third
Quarter
|
10.94
|
6.04
|
||||||
Fourth
Quarter
|
6.80
|
2.31
|
||||||
Year
Ending December 31, 2007:
|
||||||||
First
Quarter
|
$
|
21.55
|
$
|
16.02
|
||||
Second
Quarter
|
23.29
|
18.51
|
||||||
Third
Quarter
|
25.19
|
18.91
|
||||||
Fourth
Quarter
|
24.75
|
14.65
|
Period
|
Total
Number of Shares Purchased
|
Average
Price Paid Per
Share
(1)
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
Approximate
Dollar Value of Shares that May Yet Be Purchased Under the Plans or
Programs (2)
|
||||||||||||
Beginning
Balance as of October 1, 2008
|
637,031
|
637,031
|
$
|
5,213,570
|
||||||||||||
October
1-31, 2008
|
91,018
|
5.22
|
91,018
|
$
|
4,745,283
|
|||||||||||
November
1-30, 2008
|
671,887
|
3.59
|
671,887
|
$
|
2,672,362
|
|||||||||||
December
1-31, 2008
|
448,364
|
4.25
|
448,364
|
$
|
10,821,786
|
|||||||||||
Ending
Balance as of December 31, 2008
|
1,848,300
|
1,848,300
|
(1)
|
Average
price paid per share includes
commission.
|
(2)
|
The
additional program to repurchase up to $10.0 million of the Company’s
outstanding common stock was approved by the Company’s Board of Directors
on December 17, 2008. This is in addition to the repurchase
authority for up to $10.0 million of the Company’s common stock approved
by the Company’s Board of Directors on March 26, 2008. The repurchase
program expires June 30, 2010.
|
Item 6.
|
Selected
Financial Data.
|
Year
Ended December 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Income Statement
Data:
|
(In
thousands)
|
|||||||||||||||||||
Revenues
|
$
|
231,488
|
$
|
218,148
|
$
|
160,926
|
$
|
96,997
|
$
|
58,848
|
||||||||||
Gross
margin
|
$
|
73,502
|
$
|
75,690
|
$
|
53,756
|
$
|
32,418
|
$
|
18,820
|
||||||||||
Selling,
general and administrative
|
$
|
47,242
|
$
|
41,963
|
$
|
32,268
|
$
|
17,917
|
$
|
11,068
|
||||||||||
Depreciation and
amortization
|
$
|
6,949
|
$
|
6,265
|
$
|
4,406
|
$
|
2,226
|
$
|
1,209
|
||||||||||
Impairment
of intangible assets
|
$
|
1,633
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
--
|
||||||||||
Income
from operations
|
$
|
17,678
|
$
|
27,462
|
$
|
17,082
|
$
|
12,275
|
$
|
6,543
|
||||||||||
Net
interest income (expense)
|
$
|
528
|
$
|
172
|
$
|
(407
|
)
|
$
|
(643
|
)
|
$
|
(134
|
)
|
|||||||
Net
other income (expense)
|
$
|
(915
|
) |
$
|
20
|
$
|
174
|
$
|
43
|
$
|
32
|
|||||||||
Income
before income taxes
|
$
|
17,291
|
$
|
27,654
|
$
|
16,849
|
$
|
11,675
|
$
|
6,441
|
||||||||||
Net
income
|
$
|
10,000
|
$
|
16,230
|
$
|
9,567
|
$
|
7,177
|
$
|
3,913
|
As
of December 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Balance
Sheet Data:
|
(In
thousands)
|
|||||||||||||||||||
Cash
and cash equivalents
|
$ | 22,909 | $ | 8,070 | $ | 4,549 | $ | 5,096 | $ | 3,905 | ||||||||||
Working
capital
|
$ | 56,176 | $ | 41,368 | $ | 24,859 | $ | 17,078 | $ | 9,234 | ||||||||||
Property
and equipment, net
|
$ | 2,345 | $ | 3,226 | $ | 1,806 | $ | 960 | $ | 806 | ||||||||||
Goodwill
and intangible assets, net
|
$ | 115,634 | $ | 121,339 | $ | 81,056 | $ | 52,031 | $ | 37,340 | ||||||||||
Total
assets
|
$ | 194,247 | $ | 189,992 | $ | 131,000 | $ | 84,935 | $ | 62,582 | ||||||||||
Current
portion of long term debt and line of credit
|
$ | -- | $ | -- | $ | 1,201 | $ | 1,581 | $ | 1,379 | ||||||||||
Long-term
debt and line of credit, less current portion
|
$ | -- | $ | -- | $ | 137 | $ | 5,338 | $ | 2,902 | ||||||||||
Total
stockholders' equity
|
$ | 174,818 | $ | 165,562 | $ | 107,352 | $ | 65,911 | $ | 44,622 |
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
|
Revenues:
|
2008
|
2007
|
2006
|
|||||||||
Services
revenues
|
89.6
|
%
|
87.8
|
%
|
85.6
|
%
|
||||||
Software
and hardware revenues
|
4.6
|
6.5
|
9.0
|
|||||||||
Reimbursable
expenses
|
5.8
|
5.7
|
5.4
|
|||||||||
Total
revenues
|
100.0
|
100.0
|
100.0
|
|||||||||
Cost
of revenues (exclusive of depreciation and amortization, shown separately
below):
|
||||||||||||
Project
personnel costs
|
56.6
|
52.6
|
52.3
|
|||||||||
Software
and hardware costs
|
3.7
|
5.5
|
7.5
|
|||||||||
Reimbursable
expenses
|
5.7
|
5.7
|
5.4
|
|||||||||
Other
project related expenses
|
2.2
|
1.5
|
1.3
|
|||||||||
Total
cost of revenues
|
68.2
|
65.3
|
66.5
|
|||||||||
Services
gross margin
|
34.4
|
38.4
|
37.4
|
|||||||||
Software
and hardware gross margin
|
19.4
|
15.9
|
16.1
|
|||||||||
Total
gross margin
|
31.8
|
34.7
|
33.5
|
|||||||||
Selling,
general and administrative
|
20.4
|
19.2
|
20.1
|
|||||||||
Depreciation
and intangibles amortization
|
3.0
|
2.9
|
2.7
|
|||||||||
Impairment
of intangibles
|
0.7
|
0.0
|
0.0
|
|||||||||
Income
from operations
|
7.7
|
12.6
|
10.6
|
|||||||||
Interest
income (expense), net
|
0.2
|
0.1
|
(0.3
|
)
|
||||||||
Other
income (expense), net
|
(0.4
|
)
|
0.0
|
0.1
|
||||||||
Income
before income taxes
|
7.5
|
12.7
|
10.5
|
|||||||||
Provision
for income taxes
|
3.2
|
5.2
|
4.5
|
|||||||||
Net
income
|
4.3
|
%
|
7.5
|
%
|
6.0
|
%
|
Financial
Results
|
Explanation
for Increases/(Decreases) Over Prior Year Period
|
|||||||||||||||||||
(in
thousands)
|
(in
thousands)
|
|||||||||||||||||||
For
the Year Ended
December
31, 2008
|
For
the Year Ended
December
31, 2007
|
Total
Increase/ (Decrease) Over Prior Year Period
|
Increase
Attributable to Acquired Companies*
|
Increase/
(Decrease) Attributable to Base Business**
|
||||||||||||||||
Services
Revenues
|
$
|
207,480
|
$
|
191,395
|
$
|
16,085
|
$
|
29,611
|
$
|
(13,526
|
) | |||||||||
Software
and Hardware Revenues
|
10,713
|
14,243
|
(3,530
|
)
|
1,871
|
(5,401
|
) | |||||||||||||
Reimbursable
Expenses
|
13,295
|
12,510
|
785
|
1,372
|
(587
|
) | ||||||||||||||
Total
Revenues
|
$
|
231,488
|
$
|
218,148
|
$
|
13,340
|
$
|
32,854
|
$
|
(19,514
|
) |
Increase
/ (Decrease)
|
||||
Selling, General, and Administrative
Expense
|
(in
millions)
|
|||
Stock
compensation expense
|
$
|
1.7
|
||
Office
and technology-related costs
|
1.5
|
|||
Salary
expense
|
1.4
|
|||
Sales
related costs
|
1.0
|
|||
Bad
debt expense
|
0.8
|
|||
Customer
dispute settlement
|
0.8
|
|||
Other
|
0.6
|
|||
Bonus
expense
|
(2.6
|
)
|
||
Net
increase
|
$
|
5.2
|
Financial
Results
|
Explanation
for Increases/(Decreases) Over Prior Year Period
|
|||||||||||||||||||
(in
thousands)
|
(in
thousands)
|
|||||||||||||||||||
For
the Year Ended
December
31, 2007
|
For
the Year Ended
December
31, 2006
|
Total
Increase/ (Decrease) Over Prior Year Period
|
Increase
Attributable to Acquired Companies*
|
Increase/
(Decrease) Attributable to Base Business**
|
||||||||||||||||
Services
Revenues
|
$
|
191,395
|
$
|
137,722
|
$
|
53,673
|
$
|
43,437
|
$
|
10,236
|
||||||||||
Software
and Hardware Revenues
|
14,243
|
14,435
|
(192
|
) |
1,570
|
(1,762
|
) | |||||||||||||
Reimbursable
Expenses
|
12,510
|
8,769
|
3,741
|
2,578
|
1,163
|
|||||||||||||||
Total
Revenues
|
$
|
218,148
|
$
|
160,926
|
$
|
57,222
|
$
|
47,585
|
$
|
9,637
|
Increase
/ (Decrease)
|
||||
Selling,
General, and Administrative Expense
|
(in
millions)
|
|||
Sales
related costs
|
$
|
3.4
|
||
Stock
compensation expense
|
2.5
|
|||
Salary
expense
|
1.9
|
|||
Bad
debt expense
|
0.8
|
|||
Office
and technology-related costs
|
1.6
|
|||
Recruiting
and training-related costs
|
0.8
|
|||
Other
|
0.5
|
|||
Bonus
expense
|
(1.8
|
)
|
||
Net
increase
|
$
|
9.7
|
As
of December 31,
|
||||||||
2008
|
2007
|
|||||||
Cash
and cash equivalents
|
$
|
22.9
|
$
|
8.1
|
||||
Working
capital (including cash and cash equivalents)
|
$
|
56.2
|
$
|
41.5
|
||||
Amounts
available under credit facilities
|
$
|
49.9
|
$
|
49.8
|
|
Payments
Due by Period
|
|||||||||||||||||||
Contractual
Obligations
|
Total
|
Less
Than
1
Year
|
1-3
Years
|
3-5
Years
|
More
Than
5
Years
|
|||||||||||||||
Operating
lease obligations
|
$ | 7,673 | $ | 2,258 | $ | 3,884 | $ | 1,216 | $ | 315 | ||||||||||
Total
|
$ | 7,673 | $ | 2,258 | $ | 3,884 | $ | 1,216 | $ | 315 |
·
|
Level
1 – Quoted prices in active markets for identical assets or
liabilities.
|
·
|
Level
2 – Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for
substantially the full term of the assets or
liabilities.
|
·
|
Level
3 – Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets or
liabilities.
|
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market
Risk.
|
Item
8.
|
Financial
Statements and Supplementary Data.
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
ASSETS
|
(In
thousands, except share information)
|
|||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
22,909
|
$
|
8,070
|
||||
Accounts
and note receivable, net of allowance for doubtful accounts of $1,497 in
2008 and $1,475 in 2007
|
47,584
|
50,855
|
||||||
Prepaid
expenses
|
1,374
|
1,182
|
||||||
Other
current assets
|
3,157
|
4,142
|
||||||
Total
current assets
|
75,024
|
64,249
|
||||||
Property
and equipment, net
|
2,345
|
3,226
|
||||||
Goodwill
|
104,178
|
103,686
|
||||||
Intangible
assets, net
|
11,456
|
17,653
|
||||||
Other
non-current assets
|
1,244
|
1,178
|
||||||
Total
assets
|
$
|
194,247
|
$
|
189,992
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
4,509
|
$
|
4,160
|
||||
Other
current liabilities
|
14,339
|
18,550
|
||||||
Total
current liabilities
|
18,848
|
22,710
|
||||||
Deferred
income taxes
|
--
|
1,549
|
||||||
Other
non-current liabilities
|
581
|
171
|
||||||
Total
liabilities
|
$
|
19,429
|
$
|
24,430
|
||||
Commitments
and contingencies (see Notes 4 and 10)
|
||||||||
Stockholders'
equity:
|
||||||||
Common
stock ($0.001 par value per share; 50,000,000 shares authorized and
30,350,700 shares issued and 28,502,400 shares outstanding as of December
31, 2008; 29,423,296 shares issued and outstanding as of December 31,
2007)
|
$
|
30
|
$
|
29
|
||||
Additional
paid-in capital
|
197,653
|
188,998
|
||||||
Accumulated
other comprehensive loss
|
(338
|
) |
(117
|
)
|
||||
Treasury
stock, at cost (1,848,300 shares as of December 31, 2008)
|
(9,179
|
) |
--
|
|||||
Accumulated
deficit
|
(13,348
|
) |
(23,348
|
)
|
||||
Total
stockholders' equity
|
174,818
|
165,562
|
||||||
Total
liabilities and stockholders' equity
|
$
|
194,247
|
$
|
189,992
|
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Revenues:
|
(In
thousands, except per share information)
|
|||||||||||
Services
|
$
|
207,480
|
$
|
191,395
|
$
|
137,722
|
||||||
Software
and hardware
|
10,713
|
14,243
|
14,435
|
|||||||||
Reimbursable
expenses
|
13,295
|
12,510
|
8,769
|
|||||||||
Total
revenues
|
231,488
|
218,148
|
160,926
|
|||||||||
Cost
of revenues (exclusive of depreciation and amortization, shown separately
below):
|
||||||||||||
Project
personnel costs
|
131,019
|
114,692
|
84,161
|
|||||||||
Software
and hardware costs
|
8,639
|
11,982
|
12,118
|
|||||||||
Reimbursable
expenses
|
13,295
|
12,510
|
8,769
|
|||||||||
Other
project related expenses
|
5,033
|
3,274
|
2,122
|
|||||||||
Total
cost of revenues
|
157,986
|
142,458
|
107,170
|
|||||||||
Gross
margin
|
73,502
|
75,690
|
53,756
|
|||||||||
Selling,
general and administrative
|
47,242
|
41,963
|
32,268
|
|||||||||
Depreciation
|
2,139
|
1,553
|
948
|
|||||||||
Amortization
|
4,810
|
4,712
|
3,458
|
|||||||||
Impairment
of intangible assets
|
1,633
|
--
|
--
|
|||||||||
Income
from operations
|
17,678
|
27,462
|
17,082
|
|||||||||
Interest
income
|
555
|
239
|
102
|
|||||||||
Interest
expense
|
(27
|
) |
(67
|
)
|
(509
|
)
|
||||||
Other
income (expense)
|
(915
|
) |
20
|
174
|
||||||||
Income
before income taxes
|
17,291
|
27,654
|
16,849
|
|||||||||
Provision
for income taxes
|
7,291
|
11,424
|
7,282
|
|||||||||
Net
income
|
$
|
10,000
|
$
|
16,230
|
$
|
9,567
|
||||||
Basic
net income per share
|
$
|
0.34
|
$
|
0.58
|
$
|
0.38
|
||||||
Diluted
net income per share
|
$
|
0.33
|
$
|
0.54
|
$
|
0.35
|
||||||
Shares
used in computing basic net income per share
|
29,412,329
|
27,998,093
|
25,033,337
|
|||||||||
Shares
used in computing diluted net income per share
|
30,350,616
|
30,121,962
|
27,587,449
|
Common
|
Common
|
Additional
|
Accumulated
Other
|
Total
|
||||||||||||||||||||||||
Stock
|
Stock
|
Paid-in
|
Comprehensive
|
Treasury
|
Accumulated
|
Stockholders'
|
||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Loss
|
Stock
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance
at December 31, 2005
|
23,295 | $ | 23 | $ | 115,120 | $ | (87 | ) | $ | -- | $ | (49,145 | ) | $ | 65,911 | |||||||||||||
Bay
Street, Insolexen, and EGG acquisition purchase accounting
adjustments
|
1,499 | 2 | 17,989 | -- | -- | -- | 17,991 | |||||||||||||||||||||
Warrants
exercised
|
145 | -- | 146 | -- | -- | -- | 146 | |||||||||||||||||||||
Stock
options exercised
|
1,672 | 2 | 4,001 | -- | -- | -- | 4,003 | |||||||||||||||||||||
Purchases
of stock under the Employee Stock Purchase Plan
|
6 | -- | 86 | -- | -- | -- | 86 | |||||||||||||||||||||
Tax
benefit of stock option exercises and restricted stock
vesting
|
-- | -- | 6,554 | -- | -- | -- | 6,554 | |||||||||||||||||||||
Stock
compensation
|
83 | -- | 3,132 | -- | -- | -- | 3,132 | |||||||||||||||||||||
Foreign
currency translation adjustment
|
-- | -- | -- | (38 | ) | -- | -- | (38 | ) | |||||||||||||||||||
Net
income
|
-- | -- | -- | -- | -- | 9,567 | 9,567 | |||||||||||||||||||||
Total
comprehensive income
|
-- | -- | -- | -- | -- | -- | 9,529 | |||||||||||||||||||||
Balance
at December 31, 2006
|
26,700 | $ | 27 | $ | 147,028 | $ | (125 | ) | $ | -- | $ | (39,578 | ) | $ | 107,352 | |||||||||||||
E
Tech, Tier1, BoldTech, and ePairs acquisition purchase accounting
adjustments
|
1,250 | 1 | 24,975 | -- | -- | -- | 24,976 | |||||||||||||||||||||
Stock
options exercised
|
1,160 | 1 | 3,696 | -- | -- | -- | 3,697 | |||||||||||||||||||||
Purchases
of stock under the Employee Stock Purchase Plan
|
11 | -- | 206 | -- | -- | -- | 206 | |||||||||||||||||||||
Tax
benefit of stock option exercises and restricted stock
vesting
|
-- | -- | 6,889 | -- | -- | -- | 6,889 | |||||||||||||||||||||
Stock
compensation
|
302 | -- | 6,204 | -- | -- | -- | 6,204 | |||||||||||||||||||||
Foreign
currency translation adjustment
|
-- | -- | -- | 8 | -- | -- | 8 | |||||||||||||||||||||
Net
income
|
-- | -- | -- | -- | -- | 16,230 | 16,230 | |||||||||||||||||||||
Total
comprehensive income
|
-- | -- | -- | -- | -- | 16,238 | ||||||||||||||||||||||
Balance
at December 31, 2007
|
29,423 | $ | 29 | $ | 188,998 | $ | (117 | ) | $ | -- | $ | (23,348 | ) | $ | 165,562 | |||||||||||||
E
Tech and ePairs acquisition purchase accounting
adjustments
|
(19 | ) | -- | (290 | ) | -- | -- | -- | (290 | ) | ||||||||||||||||||
Stock
options exercised
|
338 | 1 | 726 | -- | -- | -- | 727 | |||||||||||||||||||||
Purchases
of stock under the Employee Stock Purchase Plan
|
29 | -- | 196 | -- | -- | -- | 196 | |||||||||||||||||||||
Tax expense
of stock option exercises and restricted stock vesting
|
-- | -- | (922 | ) | -- | -- | -- | (922 | ) | |||||||||||||||||||
Stock
compensation and retirement savings plan
contributions
|
579 | -- | 8,945 | -- | -- | -- | 8,945 | |||||||||||||||||||||
Purchases
of treasury stock
|
(1,848 | ) | -- | -- | -- | (9,179 | ) | -- | (9,179 | ) | ||||||||||||||||||
Foreign
currency translation adjustment
|
-- | -- | -- | (221 | ) | -- | -- | (221 | ) | |||||||||||||||||||
Net
income
|
-- | -- | -- | -- | -- | 10,000 | 10,000 | |||||||||||||||||||||
Total
comprehensive income
|
-- | -- | -- | -- | -- | 9,779 | ||||||||||||||||||||||
Balance
at December 31, 2008
|
28,502 | $ | 30 | $ | 197,653 | $ | (338 | ) | $ | (9,179 | ) | $ | (13,348 | ) | $ | 174,818 |
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
OPERATING
ACTIVITIES
|
(In
thousands)
|
|||||||||||
Net
income
|
$
|
10,000
|
$
|
16,230
|
$
|
9,567
|
||||||
Adjustments
to reconcile net income to net cash provided by
operations:
|
||||||||||||
Depreciation
|
2,139
|
1,553
|
948
|
|||||||||
Amortization
|
4,810
|
4,712
|
3,458
|
|||||||||
Impairment
of intangible assets
|
1,633
|
|||||||||||
Deferred
income taxes
|
(1,769
|
) |
(495
|
)
|
1,393
|
|||||||
Non-cash
stock compensation and retirement savings plan
contributions
|
8,945
|
6,204
|
3,132
|
|||||||||
Non-cash
interest expense
|
--
|
--
|
6
|
|||||||||
Changes
in operating assets and liabilities, net of acquisitions:
|
||||||||||||
Accounts
and note receivable
|
3,081
|
(1,589
|
)
|
(5,771
|
)
|
|||||||
Other
assets
|
354
|
3,256
|
(294
|
)
|
||||||||
Accounts
payable
|
399
|
(1,694
|
)
|
1,251
|
||||||||
Other
liabilities
|
(2,824
|
) |
(5,126
|
)
|
(543
|
)
|
||||||
Net
cash provided by operating activities
|
26,768
|
23,051
|
13,147
|
|||||||||
INVESTING
ACTIVITIES
|
||||||||||||
Purchase
of property and equipment
|
(1,320
|
) |
(2,035
|
)
|
(1,518
|
)
|
||||||
Capitalization
of software developed for internal use
|
(185
|
) |
(181
|
)
|
(136
|
)
|
||||||
Cash
paid for acquisitions and related costs
|
(836
|
) |
(26,774
|
)
|
(17,210
|
)
|
||||||
Payments
on Javelin notes
|
--
|
--
|
(250
|
)
|
||||||||
Net
cash used in investing activities
|
(2,341
|
) |
(28,990
|
)
|
(19,114
|
)
|
||||||
FINANCING
ACTIVITIES
|
||||||||||||
Proceeds
from short-term borrowings
|
--
|
11,900
|
34,900
|
|||||||||
Payments
on short-term borrowings
|
--
|
(11,900
|
)
|
(38,900
|
)
|
|||||||
Payments
on long-term debt
|
--
|
(1,338
|
)
|
(1,338
|
)
|
|||||||
Payments
for credit facility financing fees
|
(420
|
)
|
--
|
--
|
||||||||
Tax
benefit (expense) of stock option exercises and restricted stock
vesting
|
(922
|
)
|
6,889
|
6,554
|
||||||||
Proceeds
from the exercise of stock options and Employee Stock Purchase
Plan
|
923
|
3,903
|
4,089
|
|||||||||
Proceeds
from the exercise of warrants
|
--
|
--
|
146
|
|||||||||
Purchases
of treasury stock
|
(9,179
|
) |
--
|
--
|
||||||||
Net
cash provided by financing activities
|
(9,598
|
) |
9,454
|
5,451
|
||||||||
Effect
of exchange rate on cash and cash equivalents
|
10
|
6
|
(31
|
)
|
||||||||
Change
in cash and cash equivalents
|
14,839
|
3,521
|
(547
|
)
|
||||||||
Cash
and cash equivalents at beginning of period
|
8,070
|
4,549
|
5,096
|
|||||||||
Cash
and cash equivalents at end of period
|
$
|
22,909
|
$
|
8,070
|
$
|
4,549
|
||||||
Supplemental
disclosures:
|
||||||||||||
Cash
paid for interest
|
$
|
15
|
$
|
40
|
$
|
540
|
||||||
Cash
paid for income taxes
|
$
|
10,206
|
$
|
3,680
|
$
|
3,156
|
||||||
Non-cash
activities:
|
||||||||||||
Stock
issued for purchase of businesses (stock reacquired for escrow
claim)
|
$
|
(290
|
)
|
$
|
24,976
|
$
|
17,991
|
|||||
Change
in goodwill
|
$
|
492
|
$
|
(1,957
|
)
|
$
|
318
|
|||||
Write-off
of deferred offering costs
|
$
|
(943
|
)
|
$
|
--
|
$
|
--
|
·
|
Level
1 – Quoted prices in active markets for identical assets or
liabilities.
|
·
|
Level
2 – Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for
substantially the full term of the assets or
liabilities.
|
·
|
Level
3 – Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets or
liabilities.
|
|
Year
Ended December 31,
|
|||||||||||
2008
|
2007
|
2006
|
||||||||||
Net
income
|
$
|
10,000
|
$
|
16,230
|
$
|
9,567
|
||||||
Basic:
|
||||||||||||
Weighted-average
shares of common stock outstanding
|
29,338
|
27,442
|
23,783
|
|||||||||
Weighted-average
shares of common stock subject to contingency (i.e., restricted
stock)
|
74
|
556
|
1,250
|
|||||||||
Shares
used in computing basic net income per share
|
29,412
|
27,998
|
25,033
|
|||||||||
Effect
of dilutive securities:
|
||||||||||||
Stock
options
|
835
|
1,707
|
2,281
|
|||||||||
Warrants
|
6
|
8
|
74
|
|||||||||
Restricted
stock subject to vesting
|
98
|
409
|
199
|
|||||||||
Shares
used in computing diluted net income per share (1)
|
30,351
|
30,122
|
27,587
|
|||||||||
Basic
net income per share
|
$
|
0.34
|
$
|
0.58
|
$
|
0.38
|
||||||
Diluted
net income per share
|
$
|
0.33
|
$
|
0.54
|
$
|
0.35
|
(1)
|
As
of December 31, 2008 approximately 0.4 million options for shares and 1.9
million shares of restricted stock were excluded. These shares
were excluded from shares used in computing diluted net income per share
because they would have had an anti-dilutive
effect.
|
2008
|
2007
|
|||||||
Balance,
beginning of year
|
$ | 103,686 | $ | 69,170 | ||||
Purchase
price allocated to goodwill upon acquisition (Note 13)
|
-- | 35,301 | ||||||
Adjustments
to preliminary purchase price allocations for acquisitions
|
1,088 | 1,172 | ||||||
Adjustment
to E Tech purchase price allocation for escrow claim
|
(378 | ) | -- | |||||
Utilization
of net operating loss carryforwards associated with
acquisitions
|
(218 | ) | (1,957 | ) | ||||
Balance,
end of year
|
$ | 104,178 | $ | 103,686 |
Year
ended December 31,
|
||||||||||||||||||||||||
2008
|
2007
|
|||||||||||||||||||||||
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
Carrying
Amount
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
Carrying
Amount
|
|||||||||||||||||||
Customer
relationships
|
$
|
18,013
|
$
|
(7,693
|
)
|
$
|
10,320
|
$
|
21,130
|
$
|
(5,285
|
)
|
$
|
15,845
|
||||||||||
Non-compete
agreements
|
2,633
|
(2,098
|
)
|
535
|
2,633
|
(1,550
|
)
|
1,083
|
||||||||||||||||
Internally
developed software
|
1,358
|
(757
|
)
|
601
|
1,173
|
(448
|
)
|
725
|
||||||||||||||||
Total
|
$
|
22,004
|
$
|
(10,548
|
)
|
$
|
11,456
|
$
|
24,936
|
$
|
(7,283
|
)
|
$
|
17,653
|
Customer
relationships
|
3
- 8 years
|
Non-compete
agreements
|
3
- 5 years
|
Internally
developed software
|
3
- 5 years
|
2009
|
$
|
4,107
|
||
2010
|
$
|
3,336
|
||
2011
|
$
|
2,710
|
||
2012
|
$
|
971
|
||
2013
|
$
|
83
|
||
Thereafter
|
$
|
249
|
Shares
|
Range
of Exercise Prices
|
Weighted-Average
Exercise Price
|
Aggregate
Intrinsic Value
|
|||||||||||||
Options
outstanding at January 1, 2006
|
5,268 | $ | 0.02 - 16.94 | $ | 3.53 | |||||||||||
Options
granted
|
-- | -- | -- | |||||||||||||
Options
exercised
|
(1,672 | ) | $ | 0.02 - 12.13 | $ | 2.4 | $ | 18,637 | ||||||||
Options
canceled
|
(44 | ) | $ | 1.01 - 13.25 | $ | 5.41 | ||||||||||
Options
outstanding at December 31, 2006
|
3,552 | $ | 0.02 - 16.94 | $ | 4.03 | |||||||||||
Options
granted
|
9 | $ | 3.00 - 3.00 | $ | 3 | |||||||||||
Options
exercised
|
(1,160 | ) | $ | 0.02 - 16.94 | $ | 3.18 | $ | 21,055 | ||||||||
Options
canceled
|
(22 | ) | $ | 2.28 -7.48 | $ | 3.36 | ||||||||||
Options
outstanding at December 31, 2007
|
2,379 | $ | 0.02 - 16.94 | $ | 4.44 | |||||||||||
Options
granted
|
-- | -- | $ | -- | ||||||||||||
Options
exercised
|
(338 | ) | 0.02 - 10.00 | $ | 2.15 | $ | 2,726 | |||||||||
Options
canceled
|
(11 | ) | 0.50 - 13.25 | $ | 7.57 | |||||||||||
Options
outstanding at December 31, 2008
|
2,030 | 0.03 - 16.94 | $ | 4.81 | $ | 2,560 | ||||||||||
Options
vested, December 31, 2006
|
2,347 | $ | 0.02 - 16.94 | $ | 3.62 | |||||||||||
Options
vested, December 31, 2007
|
1,887 | $ | 0.02 - 16.94 | $ | 4.03 | |||||||||||
Options
vested, December 31, 2008
|
1,773 | $ | 0.03 - 16.94 | $ | 4.59 | $ | 2,560 |
Shares
|
Weighted-Average
Grant
Date Fair
Value
|
||||
Restricted
stock awards outstanding at January 1, 2008
|
2,053
|
$
|
14.33
|
||
Awards
granted
|
2,024
|
$
|
6.12
|
||
Awards
vested
|
(452
|
) |
$
|
14.07
|
|
Awards
canceled or forfeited
|
(115
|
) |
$
|
13.82
|
|
Restricted
stock awards outstanding at December 31, 2008
|
3,510
|
$
|
9.65
|
Options
Outstanding
|
Options
Exercisable
|
|||||||||||||||||||||
Range
of Exercise
Prices
|
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life
(Years)
|
Options
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||
$ | 0.03 – 2.28 | 632,782 | $ | 1.71 | 3.86 | 632,782 | $ | 1.71 | ||||||||||||||
$ | 2.77 – 3.75 | 481,335 | $ | 3.52 | 3.02 | 481,335 | $ | 3.52 | ||||||||||||||
$ | 4.40 – 6.24 | 76,689 | $ | 5.02 | 4.19 | 76,689 | $ | 5.02 | ||||||||||||||
$ | 6.31 – 6.31 | 555,000 | $ | 6.31 | 5.96 | 297,857 | $ | 6.31 | ||||||||||||||
$ | 7.48 – 16.94 | 284,039 | $ | 10.91 | 3.62 | 284,039 | $ | 10.91 | ||||||||||||||
$ | 0.03 – 16.94 | 2,029,845 | $ | 4.81 | 4.21 | 1,772,702 | $ | 4.59 |
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Current:
|
||||||||||||
Federal
|
$
|
7,639
|
$
|
4,110
|
$
|
1,138
|
||||||
State
|
1,536
|
752
|
260
|
|||||||||
Foreign
|
(9
|
) |
26
|
102
|
||||||||
Total
current
|
9,166
|
4,888
|
1,500
|
|||||||||
Tax
benefit on acquired net operating loss carryforward
|
488
|
385
|
246
|
|||||||||
Tax
benefit (expense) from stock option exercises and restricted stock
vesting
|
(922
|
) |
6,889
|
6,554
|
||||||||
Deferred:
|
||||||||||||
Federal
|
(1,304
|
) |
(668
|
)
|
(902
|
)
|
||||||
State
|
(137
|
) |
(70
|
)
|
(116
|
)
|
||||||
Total
deferred
|
(1,441
|
) |
(738
|
)
|
(1,018
|
)
|
||||||
Total
provision for income taxes
|
$
|
7,291
|
$
|
11,424
|
$
|
7,282
|
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Domestic
|
$ | 16,879 | $ | 27,640 | $ | 16,565 | ||||||
Foreign
|
412 | 14 | 284 | |||||||||
Total
|
$ | 17,291 | $ | 27,654 | $ | 16,849 |
December
31,
|
||||||||
2008
|
2007
|
|||||||
Deferred
tax assets:
|
(In
thousands)
|
|||||||
Current
deferred tax assets:
|
||||||||
Accrued
liabilities
|
$
|
435
|
$
|
384
|
||||
Net
operating losses
|
475
|
273
|
||||||
Bad
debt reserve
|
878
|
511
|
||||||
1,788
|
1,168
|
|||||||
Valuation
allowance
|
(31
|
) |
(24
|
)
|
||||
Net
current deferred tax assets
|
$
|
1,757
|
$
|
1,144
|
||||
Non-current
deferred tax assets:
|
||||||||
Net
operating losses and capital loss
|
$
|
1,985
|
$
|
2,380
|
||||
Fixed
assets
|
329
|
169
|
||||||
Deferred
compensation
|
1,654
|
1,031
|
||||||
3,968
|
3,580
|
|||||||
Valuation
allowance
|
(109
|
) |
(106
|
)
|
||||
Net
non-current deferred tax assets
|
$
|
3,859
|
$
|
3,474
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Deferred
tax liabilities:
|
(In
thousands)
|
|||||||
Current
deferred tax liabilities:
|
||||||||
Deferred
income
|
$
|
302
|
$
|
307
|
||||
Prepaid
expenses
|
419
|
--
|
||||||
Net
current deferred tax liabilities
|
$
|
721
|
$
|
307
|
||||
Non-current
deferred tax liabilities:
|
||||||||
Deferred
income
|
$
|
84
|
$
|
402
|
||||
Deferred
compensation
|
244
|
214
|
||||||
Intangibles
|
3,510
|
4,407
|
||||||
Total
non-current deferred tax liabilities
|
$
|
3,838
|
$
|
5,023
|
||||
Net
current deferred tax asset
|
$
|
1,036
|
$
|
837
|
||||
Net
non-current deferred tax asset (liability)
|
$
|
21
|
$
|
(1,549
|
)
|
Year
ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Balance,
beginning of year
|
$
|
130
|
$
|
2,056
|
$
|
2,345
|
||||||
Additions
|
9
|
31
|
--
|
|||||||||
Additions/(Reductions)
from purchase accounting
|
2
|
(1,957
|
)
|
(289
|
)
|
|||||||
Balance,
end of year
|
$
|
141
|
$
|
130
|
$
|
2,056
|
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Federal
corporate statutory rate
|
35.0
|
%
|
34.3
|
%
|
34.3
|
%
|
||||||
State
taxes, net of federal benefit
|
4.5
|
4.2
|
4.6
|
|||||||||
Effect
of foreign operations
|
--
|
0.1
|
--
|
|||||||||
Stock
compensation
|
0.9
|
1.9
|
3.6
|
|||||||||
Other
|
1.7
|
0.8
|
0.7
|
|||||||||
Effective
income tax rate
|
42.1
|
%
|
41.3
|
%
|
43.2
|
%
|
|
Operating
Leases
|
|||
2009
|
$
|
2,258
|
||
2010
|
2,125
|
|||
2011
|
1,759
|
|||
2012
|
745
|
|||
2013
|
471
|
|||
Thereafter
|
315
|
|||
Total
minimum lease payments
|
$
|
7,673
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Accounts
receivable:
|
||||||||
Accounts
receivable
|
$
|
30,565
|
$
|
36,894
|
||||
Unbilled
revenues
|
16,374
|
15,436
|
||||||
Note
receivable (1)
|
2,142
|
--
|
||||||
Allowance
for doubtful accounts
|
(1,497
|
)
|
(1,475
|
)
|
||||
Total
|
$
|
47,584
|
$
|
50,855
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Other
current assets:
|
||||||||
Income
tax receivable
|
$ | 1,558 | $ | 1,174 | ||||
Deferred
tax asset
|
1,036 | 837 | ||||||
Other
current assets
|
563 | 2,131 | ||||||
Total
|
$ | 3,157 | $ | 4,142 | ||||
Other
current liabilities:
|
||||||||
Accrued
bonus
|
$ | 5,644 | $ | 9,378 | ||||
Accrued
subcontractor fees
|
1,625 | 2,399 | ||||||
Deferred
revenues
|
1,575 | 1,439 | ||||||
Payroll
related costs
|
1,495 | 1,862 | ||||||
Accrued
settlement (2)
|
800 | -- | ||||||
Accrued
reimbursable expenses
|
671 | 788 | ||||||
Accrued
medical claims expense
|
654 | 850 | ||||||
Other
accrued expenses
|
1,875 | 2,005 | ||||||
Total
|
$ | 14,339 | $ | 18,721 |
Property
and Equipment:
|
||||||||
Computer
hardware (useful life of 2 years)
|
$
|
6,206
|
$
|
5,805
|
||||
Furniture
and fixtures (useful life of 5 years)
|
1,406
|
1,248
|
||||||
Leasehold
improvements (useful life of 5 years)
|
969
|
884
|
||||||
Software (useful
life of 1 year)
|
1,216
|
920
|
||||||
Less:
Accumulated depreciation
|
(7,452
|
)
|
(5,631
|
)
|
||||
Total
|
$
|
2,345
|
$
|
3,226
|
Year
ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Balance,
beginning of year
|
$
|
1,475
|
$
|
707
|
$
|
367
|
||||||
Charged
to expense
|
1,822
|
1,060
|
264
|
|||||||||
Additions
(reductions) resulting from purchase accounting
|
(203
|
)
|
153
|
371
|
||||||||
Uncollected
balances written off, net of recoveries
|
(1,597
|
)
|
(445
|
)
|
(295
|
)
|
||||||
Balance,
end of year
|
$
|
1,497
|
$
|
1,475
|
$
|
707
|
|
Three
Months Ended,
|
|||||||||||||||
March
31,
2008
|
June
30,
2008
|
September
30,
2008
|
December
31,
2008
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
Revenues:
|
||||||||||||||||
Services
|
$
|
52,100
|
$
|
53,632
|
$
|
52,510
|
$
|
49,238
|
||||||||
Software
and hardware
|
1,684
|
2,098
|
2,290
|
4,641
|
||||||||||||
Reimbursable
expenses
|
3,539
|
3,370
|
3,506
|
2,880
|
||||||||||||
Total
revenues
|
$
|
57,323
|
$
|
59,100
|
$
|
58,306
|
$
|
56,759
|
||||||||
Gross
margin
|
$
|
17,562
|
$
|
20,139
|
$
|
19,176
|
16,625
|
|||||||||
Income
from operations
|
$
|
5,047
|
$
|
6,802
|
$
|
4,402
|
$
|
1,427
|
||||||||
Income
before income taxes
|
$
|
5,203
|
$
|
6,793
|
$
|
3,677
|
$
|
1,618
|
||||||||
Net
income
|
$
|
3,076
|
$
|
3,989
|
$
|
2,176
|
$
|
759
|
||||||||
Basic
net income per share
|
$
|
0.10
|
$
|
0.13
|
$
|
0.07
|
$
|
0.03
|
||||||||
Diluted
net income per share
|
$
|
0.10
|
$
|
0.13
|
$
|
0.07
|
$
|
0.03
|
Three
Months Ended,
|
||||||||||||||||
March
31,
|
June
30,
|
September
30,
|
December
31,
|
|||||||||||||
2007
|
2007
|
2007
|
2007
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
Revenues:
|
||||||||||||||||
Services
|
$
|
43,297
|
$
|
45,961
|
$
|
48,387
|
$
|
53,750
|
||||||||
Software
|
4,192
|
3,696
|
1,582
|
4,773
|
||||||||||||
Reimbursable
expenses
|
2,560
|
2,938
|
3,115
|
3,897
|
||||||||||||
Total
revenues
|
$
|
50,049
|
$
|
52,595
|
$
|
53,084
|
$
|
62,420
|
||||||||
Gross
margin
|
$
|
17,052
|
$
|
18,185
|
$
|
19,046
|
$
|
21,407
|
||||||||
Income
from operations
|
$
|
5,570
|
$
|
6,907
|
$
|
7,569
|
$
|
7,416
|
||||||||
Income
before income taxes
|
$
|
5,575
|
$
|
6,958
|
$
|
7,649
|
$
|
7,472
|
||||||||
Net
income
|
$
|
3,160
|
$
|
4,014
|
$
|
4,541
|
$
|
4,515
|
||||||||
Basic
net income per share
|
$
|
0.12
|
$
|
0.15
|
$
|
0.16
|
$
|
0.15
|
||||||||
Diluted
net income per share
|
$
|
0.11
|
$
|
0.13
|
$
|
0.15
|
$
|
0.15
|
Item
9.
|
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure.
|
Item
9A.
|
Controls
and Procedures.
|
Item
9B.
|
Other
Information.
|
·
|
an
annual salary of $285,000 that may be increased by the Board of Directors
from time to time;
|
·
|
an
annual performance bonus of up to 200% of Mr. McDonald's annual salary in
the event the Company achieves certain performance targets approved by the
Board of Directors (“Mr. McDonald’s Target Bonus”), which may be increased
up to 300% of Mr. McDonald’s annual salary pursuant to the 2009 Executive
Bonus Plan;
|
·
|
entitlement
to participate in such insurance, disability, health, and medical benefits
and retirement plans or programs as are from time to time generally made
available to executive employees of the Company, pursuant to the policies
of the Company and subject to the conditions and terms applicable to such
benefits, plans or programs; and
|
·
|
death,
disability, severance, and change of control benefits upon Mr. McDonald’s
termination of employment or change of control of the
Company.
|
·
|
an
annual salary of $285,000 that may be increased by the CEO from time to
time;
|
·
|
an
annual performance bonus of up to 200% of Mr. Davis’s annual salary in the
event the Company achieves certain performance targets (“Mr. Davis’s
Target Bonus”), which may be increased up to 300% of Mr. Davis’s annual
salary pursuant to the 2009 Executive Bonus
Plan;
|
·
|
entitlement
to participate in such insurance, disability, health, and medical benefits
and retirement plans or programs as are from time to time generally made
available to executive employees of the Company, pursuant to the policies
of the Company and subject to the conditions and terms applicable to such
benefits, plans or programs; and
|
·
|
death,
disability, severance, and change of control benefits upon Mr. Davis’s
termination of employment or change of control of the
Company
|
Item
10.
|
Directors,
Executive Officers and Corporate
Governance.
|
Name
|
Age
|
Position
|
|||
John
T. McDonald
|
45 |
Chairman
of the Board and Chief Executive Officer
|
|||
Jeffrey
S. Davis
|
44 |
President
and Chief Operating Officer
|
|||
Paul
E. Martin
|
48 |
Chief
Financial Officer, Treasurer and Secretary
|
|||
Timothy
J. Thompson
|
48 |
Vice
President of Client Development
|
|||
Richard
T. Kalbfleish
|
53 |
Controller
and Vice President of Finance and Administration
|
|||
Ralph
C. Derrickson
|
50 |
Director
|
|||
Max
D. Hopper
|
74 |
Director
|
|||
Kenneth
R. Johnsen
|
55 |
Director
|
|||
David
S. Lundeen
|
47 |
Director
|
Item
11.
|
Executive
Compensation.
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
Item
14.
|
Principal
Accounting Fees and Services.
|
Item
15.
|
Exhibits,
Financial Statement Schedules.
|
(a)
1.
|
Financial
Statements
|
Index
|
Page(s)
|
|||
Consolidated
Balance Sheets
|
33 | |||
Consolidated
Statements of Income
|
34 | |||
Consolidated
Statements of Changes in Stockholders' Equity
|
35 | |||
Consolidated
Statements of Cash Flows
|
36 | |||
Notes
to Consolidated Financial Statements
|
37 | |||
Reports
of Independent Registered Public Accounting Firms
|
52-53 |
2.
|
Financial
Statement Schedules
|
3.
|
Exhibits
|
PERFICIENT,
INC.
|
||
By:
|
/s/
John T. McDonald
|
|
Date:
March 5, 2009
|
John
T. McDonald
|
|
Chief
Executive Officer
(Principal Executive
Officer)
|
By:
|
/s/
Paul E. Martin
|
|
Date:
March 5, 2009
|
Paul
E. Martin
|
|
Chief
Financial Officer
(Principal Financial
Officer)
|
By:
|
/s/
Richard T. Kalbfleish
|
|
Date:
March 5, 2009
|
Richard
T. Kalbfleish
|
|
Vice
President of Finance and Administration (Principal Accounting
Officer)
|
Signature
|
Title
|
Date
|
|||
/s/
John T. McDonald
|
Chief
Executive Officer and
|
March
5, 2009
|
|||
John
T. McDonald
|
Chairman
of the Board (Principal
Executive Officer)
|
||||
/s/
Ralph C. Derrickson
|
Director
|
March
5, 2009
|
|||
Ralph
C. Derrickson
|
|||||
/s/
Max D. Hopper
|
Director
|
March
5, 2009
|
|||
Max
D. Hopper
|
|||||
/s/
Kenneth R. Johnsen
|
Director
|
March
5, 2009
|
|||
Kenneth
R. Johnsen
|
|||||
/s/
David S. Lundeen
|
Director
|
March
5, 2009
|
|||
David
S. Lundeen
|
Exhibit
Number
|
Description
|
2.1
|
Agreement
and Plan of Merger, dated as of April 6, 2006, by and among Perficient,
Inc., PFT MergeCo, Inc., Bay Street Solutions, Inc. and the other
signatories thereto, previously filed with the Securities and Exchange
Commission as an Exhibit to our Current Report on Form 8-K filed on April
12, 2006 and incorporated herein by reference
|
2.2
|
Agreement
and Plan of Merger, dated as of May 31, 2006, by and among Perficient,
Inc., PFT MergeCo II, Inc., Insolexen, Corp., HSU Investors, LLC, Hari
Madamalla, Steve Haglund and Uday Yallapragada, previously filed with the
Securities and Exchange Commission as an Exhibit to our Current Report on
Form 8-K filed on June 5, 2006 and incorporated herein by
reference
|
2.3
|
Asset
Purchase Agreement, dated as of July 20, 2006, by and among Perficient,
Inc., Perficient DCSS, Inc. and Digital Consulting & Software
Services, Inc., previously filed with the Securities and Exchange
Commission as an Exhibit to our Current Report on Form 8-K filed on July
26, 2006 and incorporated herein by reference
|
2.4
|
Agreement
and Plan of Merger, dated as of February 20, 2007, by and among
Perficient, Inc., PFT MergeCo III, Inc., e tech solutions, Inc., each of
the Principals of e tech solutions, Inc., and Gary Rawding, as
Representative, previously filed with the Securities and Exchange
Commission as an Exhibit to our Current Report on Form 8-K filed on
February 23, 2007 and incorporated herein by reference
|
2.5
|
Asset
Purchase Agreement, dated as of June 25, 2007, by and among Perficient,
Inc., Tier1 Innovation, LLC, and Mark Johnston and Jay Johnson, previously
filed with the Securities and Exchange Commission as an Exhibit to our
Current Report on Form 8-K filed on June 28, 2007 and incorporated herein
by reference
|
2.6
|
Agreement
and Plan of Merger, dated as of September 20, 2007, by and among
Perficient, Inc., PFT MergeCo IV, Inc., BoldTech Systems, Inc., a Colorado
corporation, BoldTech Systems, Inc., a Delaware corporation, each of the
Principals (as defined therein) and the Representative (as defined
therein), previously filed with the Securities and Exchange Commission as
an Exhibit to our Current Report on Form 8-K filed September 21, 2007 and
incorporated herein by reference
|
2.7
|
Asset
Purchase Agreement, dated as of November 21, 2007, by and among
Perficient, Inc., ePairs, Inc., the Principal (as defined therein)
and the Seller Shareholders (as defined therein), previously
filed with the Securities and Exchange Commission as an Exhibit to our
Current Report on Form 8-K filed November 27,2007 and incorporated herein
by reference
|
3.1
|
Certificate
of Incorporation of Perficient, Inc., previously filed with the Securities
and Exchange Commission as an Exhibit to our Registration Statement on
Form SB-2 (File No. 333-78337) declared effective on July 28, 1999 by the
Securities and Exchange Commission and incorporated herein by
reference
|
3.2
|
Certificate
of Amendment to Certificate of Incorporation of Perficient, Inc.,
previously filed with the Securities and Exchange Commission as an Exhibit
to our Form 8-A filed with the Securities and Exchange Commission pursuant
to Section 12(g) of the Securities Exchange Act of 1934 on February 15,
2005 and incorporated herein by reference
|
3.3
|
Certificate
of Amendment to Certificate of Incorporation of Perficient, Inc.,
previously filed with the Securities and Exchange Commission as an Exhibit
to our Registration Statement on Form S-8 (File No. 333-130624) filed on
December 22, 2005 and incorporated herein by reference
|
3.4
|
Bylaws
of Perficient, Inc., previously filed with the Securities and Exchange
Commission as an Exhibit to our Current Report on Form 8-K filed November
9, 2007 and incorporated herein by reference
|
4.1
|
Specimen
Certificate for shares of common stock, previously filed with the
Securities and Exchange Commission as an Exhibit to our Registration
Statement on Form SB-2 (File No. 333-78337) declared effective on July 28,
1999 by the Securities and Exchange Commission and incorporated herein by
reference
|
4.2
|
Warrant
granted to Gilford Securities Incorporated, previously filed with the
Securities and Exchange Commission as an Exhibit to our Registration
Statement on Form SB-2 (File No. 333-78337) declared effective on July 28,
1999 by the Securities and Exchange Commission and incorporated herein by
reference
|
Exhibit
Number
|
Description
|
4.3
|
Form
of Common Stock Purchase Warrant, previously filed with the Securities and
Exchange Commission as an Exhibit to our Current Report on Form 8-K (File
No.001-15169) filed on January 17, 2002 and incorporated herein by
reference
|
4.4
|
Form
of Warrant, previously filed with the Securities and Exchange Commission
as an Exhibit to our Registration Statement on Form S-3 (File No.
333-117216) and incorporated by reference herein
|
10.1†
|
Perficient,
Inc. Amended and Restated 1999 Stock Option/Stock Issuance Plan,
previously filed with the Securities and Exchange Commission as an Exhibit
to our annual report on Form 10-K for the year ended December 31, 2005 and
incorporated by reference herein
|
10.2†
|
Form
of Stock Option Agreement, previously filed with the Securities and
Exchange Commission as an Exhibit to our Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2004 and incorporated herein by
reference
|
10.3†
|
Perficient,
Inc. Employee Stock Purchase Plan, previously filed with the Securities
and Exchange Commission as Appendix A to the Registrant's Schedule 14A
(File No. 001-15169) on October 13, 2005 and incorporated herein by
reference
|
10.4†
|
Form
of Restricted Stock Agreement, previously filed with the Securities and
Exchange Commission as an Exhibit to our annual report on Form 10-K for
the year ended December 31, 2005 and incorporated by reference
herein
|
10.5†
|
Form
of Indemnity Agreement between Perficient, Inc. and each of our directors
and officers, previously filed with the Securities and Exchange Commission
as an Exhibit to our Registration Statement on Form SB-2 (File No.
333-78337) declared effective on July 28, 1999 by the Securities and
Exchange Commission and incorporated herein by
reference
|
10.6†
|
Offer
Letter, dated July 20, 2006, by and between Perficient, Inc. and Mr. Paul
E. Martin, previously filed with the Securities and Exchange Commission as
an Exhibit to our Current Report on Form 8-K filed on July 26, 2006 and
incorporated herein by reference
|
10.7†
|
Offer
Letter Amendment, dated August 31, 2006, by and between Perficient, Inc.
and Mr. Paul E. Martin, previously filed with the Securities and Exchange
Commission as an Exhibit to our Current Report on Form 8-K filed on
September 1, 2006 and incorporated herein by reference
|
10.8†*
|
Employment
Agreement between Perficient, Inc. and John T. McDonald dated March 3,
2009, and effective as of January 1, 2009
|
10.9†*
|
Employment
Agreement between Perficient, Inc. and Jeffrey S. Davis dated March 3,
2009, and effective as of January 1, 2009
|
10.10
|
Amended
and Restated Loan and Security Agreement by and among Silicon Valley Bank,
KeyBank National Association, Perficient, Inc., Perficient Canada Corp.,
Perficient Genisys, Inc., Perficient Meritage, Inc. and Perficient
Zettaworks, Inc. dated effective as of June 3, 2005, previously filed with
the Securities and Exchange Commission as an Exhibit to our annual report
on Form 10-K for the year ended December 31, 2005 and incorporated herein
by reference
|
10.11
|
Amendment
to Amended and Restated Loan and Security Agreement, dated as of June 29,
2006, by and among Silicon Valley Bank, KeyBank National Association,
Perficient, Inc., Perficient Genisys, Inc., Perficient Canada Corp.,
Perficient Meritage, Inc., Perficient Zettaworks, Inc., Perficient iPath,
Inc., Perficient Vivare, Inc., Perficient Bay Street, LLC and Perficient
Insolexen, LLC, previously filed with the Securities and Exchange
Commission as an Exhibit to our Current Report on Form 8-K filed on July
5, 2006 and incorporated herein by
reference
|
Exhibit
Number
|
Description
|
10.12
|
Lease
by and between Cornerstone Opportunity Ventures, LLC and Perficient, Inc.,
previously filed with the Securities and Exchange Commission as an Exhibit
to our annual report on Form 10-K for the year ended December 31, 2005 and
incorporated by reference herein
|
10.13
|
First
Amended and Restated Investor Rights Agreements dated as of June 26, 2002
by and between Perficient, Inc. and the Investors listed on Exhibits A and
B thereto, previously filed with the Securities and Exchange Commission as
an Exhibit to our Current Report on Form 8-K (File No. 001-15169) filed on
July 18, 2002 and incorporated by reference herein
|
10.14
|
Securities
Purchase Agreement, dated as of June 16, 2004, by and among Perficient,
Inc., Tate Capital Partners Fund, LLC, Pandora Select Partners, LP, and
Sigma Opportunity Fund, LLC, previously filed with the Securities and
Exchange Commission as an Exhibit to our Current Report on Form 8-K filed
on June 23, 2004 and incorporated by reference herein
|
21.1*
|
Subsidiaries
|
23.1*
|
Consent
of BDO Seidman, LLP
|
23.2*
|
Consent
of KPMG LLP
|
24.1
|
Power
of Attorney (included on the signature page hereto)
|
31.1*
|
Certification
by the Chief Executive Officer of Perficient, Inc. as required by Section
302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
Certification
by the Chief Financial Officer of Perficient, Inc. as required by Section
302 of the Sarbanes-Oxley Act of 2002
|
32.1*
|
Certification
by the Chief Executive Officer and Chief Financial Officer of Perficient,
Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of
2002
|
†
|
Identifies
an Exhibit that consists of or includes a management contract or
compensatory plan or arrangement.
|
*
|
Filed
herewith.
|