UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)
 þAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 20082009

 oTransition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number 001-15169

PERFICIENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or other jurisdiction of 
incorporation or organization)
 No. 74-2853258
(I.R.S. Employer Identification No.)

1120 South Capital of Texas Highway, Building 3,520 Maryville Centre Drive, Suite 220400
Austin, Texas 78746Saint Louis, Missouri 63141
(Address of principal executive offices)
 
(512) 531-6000(314) 529-3600
(Registrant's telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act: 
Title of each class:
Common Stock, $0.001 par value
Name of each exchange on which registered:
The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o   No  þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   þ    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
  
Large accelerated filer o
Accelerated filer þ
 
Non-accelerated filer o
Smaller reporting company o
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
 
The aggregate market value of the voting stock held by non-affiliates of the Company was approximately $288.8$195.5 million based on the last reported sale price of the Company's common stock on The Nasdaq Global Select Market on June 30, 2008.2009.

As of February 27, 2009,26, 2010, there were 32,039,383­­­­­­­30,155,617 shares of Common Stock outstanding.

Portions of the definitive proxy statement in connection with the 20082010 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission no later than April 30, 2008,2010, are incorporated by reference in Part III of this Form 10-K.






TABLE OF CONTENTS
 
PART I 
Item 1.Business.  1 
Item 1A.Risk Factors.  109 
Item 1B.Unresolved Staff Comments.  17 
Item 2.Properties.  1817 
Item 3.Legal Proceedings.  1817 
Item 4.Submission of Matters to a Vote of Security Holders.Reserved.  1817 
  
PART II 
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.  1918 
Item 6.Selected Financial Data.  2019 
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations.  2120 
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.  3230 
Item 8.Financial Statements and Supplementary Data.  3331 
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.  5452 
Item 9A.Controls and Procedures.  5452 
Item 9B.Other Information.  5452 
  
PART III 
Item 10.Directors, Executive Officers and Corporate Governance.  5653 
Item 11.Executive Compensation.  5854 
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.  5854 
Item 13.Certain Relationships and Related Transactions, and Director Independence.  5854 
Item 14.Principal Accounting Fees and Services.  5854 
  
PART IV 
Item 15.Exhibits, and Financial Statement Schedules.  5955 
  





i

 
PART I
Item 1. Business.
 
Overview
 
We are an information technology consulting firm serving Forbes Global 2000 (“Global 2000”) and other large enterprise companies with a primary focus on the United States. We help our clients gain competitive advantage by using Internet-based technologies to make their businesses more responsive to market opportunities and threats, strengthen relationships with their customers, suppliers and partners, improve productivity, and reduce information technology costs. We design, build and deliver business-driven technology solutions using third party software products. Our solutions include custom applications, portals and collaboration, eCommerce, online customer management, enterprise content management, business intelligence, business integration, mobile technology, technology platform implementations, and service oriented architectures. Our solutions enable our clients to operate a real-time enterprise that dynamically adapts business processes and the systems that support them to meet the changing demands of an increasingly global, Internet-driven and competitive marketplace.
 
Through our experience in developing and delivering business-driven technology solutions for a large number of Global 2000 clients, we have acquired domain expertise that we believe differentiates our firm. We use expert project teams that we believe deliver high-value, measurable results by working collaboratively with clients and their partners through a user-centered, technology-based and business-driven solutions methodology. We believe this approach enhances return-on-investment for our clients by significantly reducing the time and risk associated with designing and implementing business-driven technology solutions.
 
Our goal is to continue to build one of the leading independent information technology consulting firms in North America by expanding our relationships with existing and new clients leveragingand through the resumption of our operations to expand and continuing to make disciplined acquisitions.acquisition strategy.  We believe that information technology consulting is a fragmented industry and that there are a substantial number of privately held information technology consulting firms in our target markets that, if acquired, can be strategically beneficial and accretive to earnings over time. We have a track record of identifying, executing and integrating acquisitions that add strategic value to our business.  From April 2004 through November 2007, we acquired and integrated 12 information technology consulting firms.  Given the current economic conditions the Company has temporarilyduring 2008 and 2009, we suspended making additional acquisitionsacquisition activity, pending improved visibility into the health of the economy and the information technology sector.economy.
 
    We believe we have built one of the leading independent information technology consulting firms in the United States. We serve our customers from locations in 1917 markets throughout North America. In addition, as of December 31, 2008,2009, we had 546423 colleagues (defined as billable employees and subcontractors) who are part of “national” business units whoand travel extensively to serve clients throughout North America and Europe. Our future growth plan includes expanding our business both organically and through acquisitions, 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.States. We also intend to continue tofurther leverage our existing offshore capabilities to support our future growth and provide our clients flexible options for project delivery.  In 2009, 96% of our revenues were derived from clients in the United States while 4% of our revenues were derived from clients in Canada and Europe.  In 2008 and 2007, 97% and 99%, respectively, of our revenues were derived from clients in the United States while 3% of our revenues were derived from clients in Canada and Europe.  In 2007 and 2006, 99% of our revenues were derived from clients in the United States while 1%, respectively, of our revenues were derived from clients in Canada and Europe. Over 97% and 98% of our total assets were located in the United States in 2009 and 2008, and 2007respectively, with the remainder located in Canada, China, and India.
 
We place strong emphasis on building lasting relationships with clients. Over the past three years ending December 31, 2008,2009, an average of 82%86% of revenues waswere derived from clients who continued to utilize our services from the prior year, excluding from the calculation for any single period revenues from acquisitions completed in that year. We have also 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 success rates through leveraging our partners' marketing efforts and endorsements.
 
 Industry Background
 
A number of factors are shaping the information technology industry and, in particular, the market for our information technology consulting services:




1

 
United States EconomEconomyy. Beginning inIn 2008 and 2009, the United States economy began to experienceexperienced a slowdown in growth.  It is clear that the slowdown has had an effect on the information technology consulting industry in general and on demand for our services in particular but the amount of the impact is uncertain as the slowdown is continuing as we enterin 2009.  We are expecting a return to organic growth in 2010. According to the most recent forecast from independent market research firm Forrester Research, the declineUnited States information technology market will grow by 6.6% in 2010, with computer equipment and software leading the economy will cause the growth in purchases of IT goodsway, and information technology consulting services to decline to 1.6% in 2009, from 4.1% growth in 2008.following.  We have provided services revenue guidance for 20092010 of $180$190 million to $200$210 million which would represent a declinean increase from 20082009 services revenue, including reimbursable expenses, of 19%9% to 10%20%.
 

1


Need to Rationalize Complex, Heterogeneous Enterprise Technology Environments. Over the past two decades, the information systems of many Global 2000 and large enterprise companies have evolved from traditional mainframe-based systems to include distributed computing environments. This evolution has been driven by the benefits offered by distributed computing, including lower incremental technology costs, faster application development and deployment, increased flexibility, and improved access to business information. Organizations have also widely installed enterprise resource planning (ERP), supply chain management (SCM), and customer relationship management (CRM) applications in order to streamline internal processes and enable communication and collaboration.
 
As a result of investment in these different technologies, organizations now have complex enterprise technology environments with, in some cases, incompatible technologies and high costs of integration. These increases in complexity, cost and risk, combined with the business and technology transformation caused by the commercialization of the Internet, have created demand for information technology consultants with experience in enabling the integration of disparate platforms and leveraging Internet-based technologies to support business and technology goals.
 
Increased Competitive Pressures. The marketplace continues to become increasingly global, Internet-driven and competitive. To gain and maintain a competitive advantage in this environment, Global 2000 and large enterprise companies seek real-time access to critical business applications and information that enables quality business decisions based on the latest possible information, flexible business processes and systems that respond quickly to market opportunities, improved quality and lower cost customer care through online customer self-service and provisioning, reduced supply chain costs and improved logistics through processes and systems integrated online to suppliers, partners and distributors, and increased employee productivity through better information flow and collaboration.
 
Enabling these business goals requires integrating, automating and extending business processes, technology infrastructure and software applications end-to-end within an organization and with key partners, suppliers and customers. This requires the ability not only to integrate the disparate information resource types, databases, legacy mainframe applications, packaged application software, custom applications, trading partners, people, and Web services, but also to manage the business processes that govern the interactions between these resources so that organizations can engage in “real-timereal-time business.” Real-time business refers to the use of current information in business to execute critical business processes.
 
These factors continue to drive spending on software and related consulting services in the areas of application integration, middleware and portals (AIMP), as these segments play critical roles in the integration between new and existing systems and the extension of those systems to customers, suppliers and partners via the Internet. Companies are expected to continue to spend on integration broker suites, enterprise portal services, application platform suites, and message-oriented middleware. As companies continue to spend on software and related consulting services, their spending on services will also continue, often by a multiplier of each dollar spent on software.
 
Quarterly Fluctuations. Our quarterly operating results are subject to seasonal fluctuations. The first and fourth quarters arequarter is impacted by fewer billable days as a result of professional staff vacation and holidays, as well as the timing of buying decisions by clients.holidays. Our results will also fluctuate, in part, based on whether we succeed in counterbalancing periodic declines in services revenues when a project or engagement is completed or cancelledcanceled by entering into arrangements to provide additional services to the same or other clients. Software sales are seasonal as well, with generally higher software demand during the third and fourth quarter.quarter as procurement policies of our clients may result in higher technology spending towards the end of budget cycles. These and other seasonal factors may contribute to fluctuations in our operating results from quarter-to-quarter.




2


Competitive Strengths
 
    We believe our competitive strengths include:

·  
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,CRM, 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),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,methodology includes a proven execution process map we developed, which allows for repeatable, high quality services delivery. The eNable Methodologymethodology 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 Webweb 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.

2



·  
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, 2008,2009, an average of 82%86% of revenues waswere 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, we were named IBM's 2009 Information Agenda Partner of the Company was honored with IBM’s Information Management 2007 Most Distinguished Partner (North America) AwardYear. The honor marked the fourth consecutive year that we have received a major business partner award from IBM.  Also in 2009, we ranked #11 on Healthcare Informatics magazine's 2009 list of the largest healthcare consulting firms and IBM’s Lotus 2008 Most Distinguished Partner (North America) Award.were selected by the readership of CGT Magazine as one of the Top 10 Consulting Partners for consumer goods companies in North America.

·  
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 1917 markets throughout North America. In addition, as of December 31, 2008,2009, we had 546423 colleagues who are part of “national” business units whoand travel extensively to serve clients primarily in North America and Europe. Our future growth plan includes expanding our business both organically and through acquisitions, 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.States.

·  
Offshore Capability. We own and operate a CMMI Level 5 certified global development center in Hangzhou, China that was acquired in 2007.China. 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 facilitythese facilities 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 acquiredWe also maintain a recruiting facility in Chennai, India, to continue to grow our base of H1-B foreign national colleagues.  As of December 31, 2008,2009, we had 133136 colleagues at the Hangzhou, China facility and 215198 colleagues with H1-B visas.  We intend to continue to leverage our existing offshore capabilities to support our growth and provide our clients flexible options for project delivery.




3


Our Solutions
 
We help clients gain competitive advantage by using Internet-based technologies to make their businesses more responsive to market opportunities and threats, strengthen relationships with customers, suppliers and partners, improve productivity, and reduce information technology costs. Our business-driven technology solutions enable these benefits by developing, integrating, automating, and extending business processes, technology infrastructure and software applications end-to-end within an organization and with key partners, suppliers and customers. This provides real-time access to critical business applications and information and a scalable, reliable, secure, and cost-effective technology infrastructure that enables clients to:

·  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-basedweb-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.

Our business-driven technology solutions include the following:

·  
Business Analysis. We design, develop and implement business strategy solutions, technology roadmaps, competitor benchmarks, and current-state assessments. Our business consultants analyze existing initiatives, infrastructure and investments, and counsel our clients on how to leverage technology to achieve maximum return-on-investment and business impact.

3

·  
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-enableweb-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'sOur 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 requirementsrequirement 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 (ESB). We design, develop and implement SOA and enterprise service busESB 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.
 




4


·  
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'sOur expertise with wireless technologies such as SIP, MMS, WAP, and GPRS areis coupled with our deep expertiseextensive knowledge in mobile content delivery. Our secure and scalable solutions can include mobile content delivery systems;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.solutions.

·  
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 Servicesplatform 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'sOur substantial experience with platforms including J2EE, .Net and open-source - plus our flexible delivery structure -Open-source enables enterprises of all types to leverage cutting-edge technologies to meet business-driven needs.

We conceive, build and implement these solutions through a comprehensive set of services including business strategy, user-centered design, systems architecture, custom application development, technology integration, package implementation, and managed services.
 
4

In addition to our business-driven technology solution services, we offer education and mentoring services to our clients. We operate an IBM-certified advanced training facility in the Chicago, Illinois area, where we provide our clients both a customized and established curriculum of courses and other education services in areas including object-oriented analysis and design immersion, J2EE, user experience, and an IBM Course Suite with over 20 distinct courses covering the IBM WebSphere product suite.services. We also leverage our education practice and training facility to provide continuing education and professional development opportunities for our colleagues.
 
Our Solutions Methodology
 
Our approach to solutions design and delivery is user-centered, technology-based and business-driven and is:

·  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.
 
    The eNable MethodologyOur methodology allows for repeatable, high quality services delivery through a unique and proven execution process map. Our methodologyIt is grounded in a thorough understanding of our clients' overall business strategy and competitive environment. The eNable MethodologyOur methodology leverages the thought leadership of our senior strategists and practitioners and focuses on transforming our clients' business processes, applications and technology infrastructure. The eNable MethodologyIt focuses on business value or return-on-investment, with specific objectives and benchmarks established at the outset.
 
Our Strategy
 
Our goal is to be the premier technology management consulting firm primarily focused on the United States.in North America. To achieve our goal, our strategy is: is to: 

·  
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.



5


·  
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.

·  
ContinueResume Making Disciplined Acquisitions Once. Given the Economic Environmenteconomic conditions during 2008 and Relative Valuations Improve.2009, we suspended acquisition activity, pending improved visibility into the health of the economy.  With the expected return to growth in 2010, we plan to resume our disciplined acquisition strategy.  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 officeslocations in 17 markets throughout North America. In addition, as of December 31, 2008,2009, we had 546423 colleagues who are part of “national” business units whoand travel extensively to serve clients primarily in North America and Europe. Our future growth plan includes expanding our business both organically and through acquisitions, with a primary focus on the United States, both through increasingStates.

·  
Continue Repurchasing Our Equity Securities.  In an ongoing effort to provide the numbermost value to our stockholders, the Board of professionalsDirectors authorized the repurchase of up to $40.0 million of our common stock as part of a program that expires at the end of June 2011.  As of December 31, 2009, we had repurchased approximately $27.5 million, or 4.5 million shares, of our outstanding common stock.  We believe, at certain price levels, our stock is undervalued and through opening new offices, both organicallythe repurchase program provides the best way to return the value to our stockholders.  We will continually re-evaluate the position of our stock price and through acquisitions. We also intendwill seek additional authorization to continue to leveragerepurchase our existing ‘offshore’ capabilities to support our growth and provide our clients flexible options for project delivery.common stock as necessary.

·  
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 marketbrand visibility. In addition, we believe we have achieved critical mass inthe size which has enhancednecessary to enhance our visibility among prospective clients, employees and software vendors. As we continue to grow our business, we intend to highlight to customerscurrent and prospective customers our leadership in business-driven technology solutions and infrastructure software technology platforms.

5

·  
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 colleagues who provide offshore custom application development, quality assurance and testing services and we have a relationship with an offshore development facility in Bitola, Macedonia. In addition to our offshore capabilities, we employ a substantial number of H1-B foreign nationals in the United States.  We also maintain a recruiting facility in Chennai, India, to continue to grow our base of H1-B foreign national colleagues.  As of December 31, 2009 we had 136 colleagues at the Hangzhou, China facility and 198 colleagues with H1-B visas.  We intend to continue to leverage our existing offshore capabilities to support our growth and provide our clients flexible options for project delivery.

·  
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 or clients using IBM platforms, utilizing us as the services firm of choice.

·  
Expand and Enhance Our Industry Vertical Focus.  In 2008 we launched twoWe have industry focused practices such as healthcare, communications and communications.consumer products.  The goalsgoal 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 accumulateswe have as we serve clients within these industries.  Expanding these verticals will help the Companyus 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.
 



6


Sales and Marketing
 
As of December 31, 2008,2009, we had a 4846 person direct solutions-oriented sales force. Our sales team is experienced and connected through a common services portfolio, sales process and performance management system. Our sales process utilizes project pursuit teams that include those of our information technology professionals best suited to address a particular prospective client's needs. We reward our sales force for developing and maintaining relationships with our clients and seeking out follow-up engagements as well as leveraging those relationships to forge new ones in different areas of the business and with our clients' business partners.  Approximately 85%86% of our sales are executed by our direct sales force.  In addition to our direct sales team, we also have 2419 dedicated sales support employees, four regional vice-presidents and 13 business unit15 general managers and three vice-presidents who are engaged in the sales and marketing efforts.
 
Our primary target client base includes companies in North America with annual revenues in excess of $500 million. We believe this market segment can generate the repeat business that is a fundamental part of our growth plan. We primarily pursue solutions opportunities where our domain expertise and delivery track record give us a competitive advantage. We also typically target engagements of up to $5 million in fees, which we believe to be below the target project range of most large systems integrators and beyond the delivery capabilities of most local boutiques.
 
We have sales and marketing partnerships with software vendors including IBM, Corporation,Oracle, TIBCO, Software, Inc., Microsoft, Corporation, Documentum, Oracle-Siebel, BEA (acquired by Oracle), and webMethods, Inc.Documentum. These companies are key vendors of open standards basedstandards-based software commonly referred to as middleware application servers, enterprise application integration platforms, business process management, business activity monitoring and business intelligence applications, and enterprise portal server software. Our direct sales force works in tandem with the sales and marketing groups of our partners to identify potential new clients and projects. Our partnerships with these companies enable us to reduce our cost of sales and sales cycle times and increase win rates by leveraging our partners' marketing efforts and endorsements. In particular, the IBM and Oracle software sales channels provide us with significant sales lead flow and joint selling opportunities.
 
As we continue to grow our business, we intend to highlight our leadership in solutions and infrastructure software technology platforms. Our efforts will include technology white papers, by-lined articles by our colleagues in technology and trade publications, media and industry analyst events, sponsorship of and participation in targeted industry conferences, trade shows, and trade shows.social media.

6

 
Clients
 
During the year ended December 31, 2008,2009, we provided services to 530423 customers. No one customer provided more than 10% of our total revenues in 2009, 2008 2007 or 2006.2007.

Competition
 
The market for the information technology consulting services we provide is competitive and has low barriers to entry. We believe that our competitors fall into several categories, including:

·  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 that the principal competitive factors affecting our market include domain expertise, track record and customer references, quality of proposed solutions, service quality and performance, efficiency, reliability, scalability, and features of the software platforms upon which the solutions are based, and the ability to implement solutions quickly and respond on a timely basis to customer needs. In addition, because of the relatively low barriers to entry into this market, we expect to face additional competition from new entrants. We expect competition from offshore outsourcing and development companies to continue.
 
Some of our competitors have longer operating histories, larger client bases, and greater name recognition, and possess significantly greater financial, technical and marketing resources than we do. As a result, these competitors may be able to attract customers to which we market our services and adapt more quickly to new technologies or evolving customer or industry requirements.




7


Employees
 
As of December 31, 2008,2009, we had 1,1861,015 employees, 1,019857 of which were billable professionals (excludes 168 billable subcontractors) and 167158 were involved in sales, general administration and marketing. None of our employees are represented by a collective bargaining agreement and we have never experienced a strike or similar work stoppage. We consider our relations with our employees to be good.
 
Recruiting. We are dedicated to hiring, developing and retaining experienced, motivated technology professionals who combine a depth of understanding of current Internet and legacy technologies with the ability to implement complex and cutting-edge solutions.
 
Our recruiting efforts are an important element of our continuing operations and future growth. We generally target technology professionals with extensive experience and demonstrated expertise. To attract technology professionals, we use a broad range of sources including on-staff recruiters, outside recruiting firms, internal referrals, other technology companies and technical associations, and the Internet and advertising in technical periodicals.Internet. After initially identifying qualified candidates, we conduct an extensive screening and interview process.
 
Retention. We believe that our rapid growth, focus on a core set of business-driven technology solutions, applications and software platforms, and our commitment to career development through continued training and advancement opportunities makemakes us an attractive career choice for experienced professionals. Because our strategic partners are established and emerging market leaders, our technology professionals have an opportunity to work with cutting-edge information technology. We foster professional development by training our technology professionals in the skills critical to successful consulting engagements such as implementation methodology and project management. We believe in promoting from within whenever possible. In addition to an annual review process that identifies near-term and longer-term career goals, we make a professional development plan available to assist our professionals with assessing their skills and developing a detailed action plan for guiding their career development. For the year ended December 31, 2008,2009, our voluntary attrition rate was approximately 22%15%. The annualized voluntary attrition rate for the second half of 2008 was 19%.
 
Training. To ensure continued development of our technical staff, we place a high priority on training. We offer extensive training for our professionals around industry-leading technologies. We utilize our education practice to provide continuing education and professional development opportunities for our colleagues. Additionally, most newly-hired Perficient colleagues attend Perficient 101, an orientation training course held at our operational headquarters location in St. Louis where they learn general company procedures and protocols and benefit from a role-based curriculum.
 
7

Compensation. Our employees have a compensation model that includes a base salary and an incentive compensation component. Our tiered incentive compensation plans help us reach our overall goals by rewarding individuals for their influence on key performance factors. Key performance metrics include client satisfaction, revenues generated, utilization, profit, and personal skills growth.  Senior level employees (approximately 16% of our employees) are eligible to receive restricted stock awards.  These awards, which generally vest ratably over a five year period.
Leadership Councils. Our technology leadership council performs a critical role in maintaining our technology leadership. Consisting of key employees from each of our practice areas, the council frames our new strategic partner strategies and conducts regular Internet webcasts with our technology professionals on specific partner and general technology issues and trends. The council also coordinates thought leadership activities, including white paper authorship and publication and speaking engagements by our professionals. Finally, the council identifies services opportunities between and among our strategic partners' products, oversees our quality assurance programs and assists in acquisition-related technology due diligence.
 
Culture
 
The Perficient Promise. We have developed the “Perficient Promise,” which consists of the following six simple commitments our colleagues make to each other:

·  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.
 
We take these commitments seriously because we believe that we can succeed only if the Perficient Promise is kept.




8


Knowledge Management
    MyPerficient.com - The Corporate Portal. To ensure easy access to a wide range of information and tools, we have created a corporate portal, MyPerficient.com. It is a secure, centralized communications tool. It allows each of our colleagues unlimited access to information, productivity tools, time and expense entry, benefits administration, corporate policies and forms and quality management information directories and documentation.
    Professional Services Automation Technology. We maintain a Professional Services application as the enabling technology for many of our business processes, including knowledge management. We possess and continue to aggregate significant knowledge including marketing collateral, solution proposals, work product, and client deliverables. Primavera's technology allows us to store this knowledge in a logical manner and provides full-text search capability allowing our colleagues to deliver solutions more efficiently and competitively.
    Wiki. We maintain an internal wiki where multiple sites are set up to foster collaboration and knowledge-sharing around various solution areas, technologies and functional disciplines. The wiki is a collaborative webpage designed to efficiently educate colleagues and enable and enhance productivity.
 
General Information
 
Our stock is traded on theThe Nasdaq Global Select Market under the symbol “PRFT.” Our website can be visited at www.perficient.com. We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) as soon as reasonably practicable after we electronically file such material, or furnish it to, the Securities and Exchange Commission. The information contained or incorporated in our website is not part of this document.




9

 
8

Item 1A. Risk Factors.
 
You should carefully consider the following risk factors together with the other information contained in or incorporated by reference into this annual report before you decide to buy our common stock. If any of these risks actually occur, our business, financial condition, operating results or cash flows could be materially and adversely affected. This could cause the trading price of our common stock to decline and you may lose part or all of your investment.
 
Risks Related to Our Business
 
Prolonged economic weakness, particularly in the middleware, software and services market, could adversely affect our business, financial condition and results of operations.
 
Our results of operations are affected by the levels of business activities of our clients, which can be affected by economic conditions in the United States (“U.S.”) and globally.worldwide.  During periods of economic downturns, our clients may decrease their demand for information technology services. In 2008 and 2009, general worldwide economic conditions have experienced a downturn due to slower economic activity, concerns about inflation and deflation, decreased consumer confidence, reduced corporate profits, capital spending, and adverse business conditions.  TheseIf these conditions continue, they may cause our customers to delay or cancel information technology projects, reduce their overall information technology budgets and/or reduce or cancel orders for our services. This, in turn, may lead to longer sales cycles, delays in purchase decisions, payment and collection issues, and may also result in price pressures, causing us to realize lower revenues and operating margins. Additionally, if our clients cancel or delay their business and technology initiatives or choose to move these initiatives in-house, our business, financial condition and results of operations could be materially and adversely affected.

The market for the information technology consulting services we provide is competitive, has low barriers to entry and is becoming increasingly consolidated, which may adversely affect our market position.
 
The market for the information technology consulting services we provide is competitive, rapidly evolving and subject to rapid technological change. In addition, there are relatively low barriers to entry into this market and therefore new entrants may compete with us in the future. For example, due to the rapid changes and volatility in our market, many well-capitalized companies, including some of our partners, that have focused on sectors of the software and services industry that are not competitive with our business may refocus their activities and deploy their resources to be competitive with us.
 
An increasing amount of information technology services are being provided by lower-cost non-domestic resources. The increased utilization of these resources for U.S.-based projects could result in lower revenues and margins for U.S.-based information technology companies. Our ability to compete utilizing higher-cost domestic resources and/or our ability to procure comparably priced off-shoreoffshore resources could adversely impact our results of operations and financial condition.
 
Our future financial performance will depend, in large part, on our ability to establish and maintain an advantageous market position. We currently compete with regional and national information technology consulting firms, and, to a limited extent, offshore service providers and in-house information technology departments. Many of the larger regional and national information technology consulting firms have substantially longer operating histories, more established reputations and potential vendor relationships, greater financial resources, sales and marketing organizations, market penetration, and research and development capabilities, as well as broader product offerings and greater market presence and name recognition. We may face increasing competitive pressures from these competitors. This may place us at a disadvantage to our competitors, which may harm our ability to grow, maintain revenues or generate net income.
 
In recent years, there has been substantial consolidation in our industry and we expect that there will be additional consolidation in the future. As a result of this increasing consolidation, we expect that we will increasingly compete with larger firms that have broader product offerings and greater financial resources than we have. We believe that this competition could have a negative effect on our marketing, distribution and reselling relationships, pricing of services and products, and our product development budget and capabilities. One or more of our competitors may develop and implement methodologies that result in superior productivity and price reductions without adversely affecting their profit margins. In addition, competitors may win client engagements by significantly discounting their services in exchange for a client’s promise to purchase other goods and services from the competitor, either concurrently or in the future. These activities may potentially force us to lower our prices and suffer reduced operating margins. Any of these negative effects could significantly impair our results of operations and financial condition. We may not be able to compete successfully against new or existing competitors. 

 



109


Our business will suffer if we do not keep up with rapid technological change, evolving industry standards or changing customer requirements.
 
Rapidly changing technology, evolving industry standards and changing customer needs are common in the software and services market. We expect technological developments to continue at a rapid pace in our industry. Technological developments, evolving industry standards and changing customer needs could cause our business to be rendered obsolete or non-competitive, especially if the market for the core set of business-driven technology solutions and software platforms in which we have expertise does not grow or if such growth is delayed due to market acceptance, economic uncertainty or other conditions. Accordingly, our success will depend, in part, on our ability to:

·  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.
 
We must accomplish all of these tasks in a timely and cost-effective manner. We might not succeed in effectively doing any of these tasks, and our failure to succeed could have a material and adverse effect on our business, financial condition or results of operations, including materially reducing our revenues and operating results.
 
We may also incur substantial costs to keep up with changes surrounding the Internet. Unresolved critical issues concerning the commercial use and government regulation of the Internet include the following:

·  security;
·  intellectual property ownership;
·  privacy;
·  taxation; and
·  liability issues.

Any costs we incur because of these factors could materially and adversely affect our business, financial condition and results of operations, including reduced net income.

International operations subject us to additional political and economic risks that could have an adverse impact on our business.
 
    In 2007, we acquiredWe maintain a global development center in Hangzhou, China.  Also in 2007, we acquired a subsidiary which operatesChina and a technology consulting recruiting officefacility in Chennai, India. Because of our limited experience with facilities outside of the United States,U.S., we are subject to certain risks related to expanding our presence into non-U.S. regions, including risks related to complying with a wide variety of national and local laws, restrictions on the import and export of certain technologies, and multiple and possibly overlapping tax structures. In addition, we may face competition from companies that may have more experience with operations in such countries or with international operations generally. We may also face difficulties integrating new facilities in different countries into our existing operations, as well as integrating employees that we hire in different countries into our existing corporate culture.
 
Furthermore, there are risks inherent in operating in and expanding into non-U.S. regions, including, but not limited to:

·  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.

Any one or more of the factors set forth above could have a material adverse effect on our international operations, and, consequently, on our business, financial condition and operating results.
 





1110


Immigration restrictions related to H1-B visas could hinder our growth and adversely affect our business, financial condition and results of operations.
 
Approximately 19%23% of our billable workforce is comprised of skilled foreignersforeign nationals holding H1-B visas.  We also own a recruiting facility in Chennai, India, to continue to grow our base of H1-B foreign national colleagues.  The H1-B visa classification enables us to hire qualified foreign workers in positions that require the equivalent of at least a bachelor’s degree in the U.S. in a specialty occupation such as technology systems engineering and analysis.  The H1-B visa generally permits an individual to work and live in the U.S. for a period of three to six years, with some extensions available.  The number of new H1-B petitions approved in any federal fiscal year is limited, making the H1-B visas necessary to bring foreign employees to the U.S. unobtainable in years in which the limit is reached.  If we are unable to obtain all of the H1-B visas for which we apply, our growth may be hindered.
 
    There are strict labor regulations associated with the H1-B visa classification and users of the H1-B visa program are subject to investigations by the Wage and Hour Division of the United States Department of Labor.  If we are investigated, a finding by the U.S. Department of Labor of willful or substantial failure by us to comply with existing regulations on the H1-B classification could result in back-pay liability, substantial fines, or a ban on future use of the H1-B program and other immigration benefits, any of which could materially and adversely affect our business, financial condition and results of operations.

We may not be able to attract and retain information technology consulting professionals, which could affect our ability to compete effectively.
 
Our business is labor intensive. Accordingly, our success depends in large part upon our ability to attract, train, retain, motivate, manage, and effectively utilize highly skilled information technology consulting professionals. There is often considerable competition for qualified personnel in the information technology services industry. Additionally, our technology professionals are primarily at-will employees. We also use independent subcontractors where appropriate to supplement our employee capacity. Failure to retain highly skilled technology professionals or hire qualified independent subcontractors would impair our ability to adequately manage staff and implement our existing projects and to bid for or obtain new projects, which in turn would adversely affect our operating results.
 
Our success depends on attracting and retaining senior management and key personnel.
 
The information technology services industry is highly specialized and the competition for qualified management and key personnel is intense. We believe that our success depends on retaining our senior management team and key technical and business consulting personnel. Retention is particularly important in our business as personal relationships are a critical element of obtaining and maintaining strong relationships with our clients. In addition, as we continue to grow our business, our need for senior experienced management and implementation personnel increases. If a significant number of these individuals depart the Company,resign, or if we are unable to attract top talent, our level of management, technical, marketing, and sales expertise could diminish or otherwise be insufficient for our growth. We may be unable to achieve our revenues and operating performance objectives unless we can attract and retain technically qualified and highly skilled sales, technical, business consulting, marketing, and management personnel. These individuals would be difficult to replace, and losing them could seriously harm our business.
 
A significant portion of our revenue is dependent upon building long-term relationships with our clients and our operating results could suffer if we fail to maintain these relationships.
 
Our professional services agreements with clients are in most cases terminable on 10 to 30 days notice. A client may choose at any time to use another consulting firm or choose to perform services we provide through their own internal resources. A sustained decrease in a client’s business activity could cause the cancellation of projects. Accordingly, we rely on our clients' interests in maintaining the continuity of our services rather than on contractual requirements. Termination of a relationship with a significant client or with a group of clients that account for a significant portion of our revenues could adversely affect our revenues and results of operations.

If we fail to meet our clients' performance expectations, our reputation may be harmed.
 
As a services provider, our ability to attract and retain clients depends to a large extent on our relationships with our clients and our reputation for high quality services and integrity. We also believe that the importance of reputation and name recognition is increasing and will continue to increase due to the number of providers of information technology services. As a result, if a client is not satisfied with our services or does not perceive our solutions to be effective or of high quality, our reputation may be damaged and we may be unable to attract new, or retain existing, clients and colleagues.
11
 


We could have liability or our reputation could be damaged if we do not protect client data or information systems or if our information systems are breached.


12

We are dependent on information technology networks and systems to process, transmit and store electronic information and to communicate among our locations and with our partners and clients. Security breaches of this infrastructure could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information. We are also required at times to manage, utilize and store sensitive or confidential client or employee data. As a result, we are subject to numerous U.S. and foreign jurisdiction laws and regulations designed to protect this information, such as various U.S. federal and state laws governing the protection of individually identifiable information. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines and/or criminal prosecution. Unauthorized disclosure of sensitive or confidential client or employee data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems or those we develop for our clients, whether by our employees or third parties, could result in negative publicity, legal liability and damage to our reputation.

We may face potential liability to customers if our customers' systems fail.
 
Our business-driven technology solutions are often critical to the operation of our customers' businesses and provide benefits that may be difficult to quantify. If one of our customers' systems fails, the customer could make a claim for substantial damages against us, regardless of our responsibility for that failure. The limitations of liability set forth in our contracts may not be enforceable in all instances and may not otherwise protect us from liability for damages. Our insurance coverage may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims. In addition, a given insurer might disclaim coverage as to any future claims. In addition, dueDue to the nature of our business, it is possible that we will be sued in the future. If we experience one or more large claims against us that exceed available insurance coverage or result in changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, our business and financial results could suffer.

Our services may infringe upon the intellectual property rights of others.
We cannot be sure that our services do not infringe on the intellectual property rights of third parties, and we may have infringement claims asserted against us.  These claims may harm our reputation, cause our management to expend significant time in connection with any defense and cost us money.  We may be required to indemnify clients for any expense or liabilities they incur resulting from claimed infringement and these expenses could exceed the amounts paid to us by the client for services we have performed.  Any claims in this area, even if won by us, can be costly, time-consuming and harmful to our reputation.

We have only a limited ability to protect our intellectual property rights, which are important to our success.
Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property. Existing laws of some countries in which we provide services or solutions might offer only limited protection of our intellectual property rights. We rely upon a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements to protect our intellectual property rights. The steps we take in this regard might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property, and we might not be able to detect unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights.
Depending on the circumstances, we might need to grant a specific client greater rights in intellectual property developed in connection with a contract than we otherwise generally do. In certain situations, we might forego all rights to the use of intellectual property we help create, which would limit our ability to reuse that intellectual property for other clients. Any limitation on our ability to provide a service or solution could cause us to lose revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future projects.

If our negotiated fees do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.
We negotiate fees with our clients utilizing a range of pricing structures and conditions, including time and materials and fixed fee contracts. Our fees are highly dependent on our internal forecasts and predictions about our projects and the marketplace, which might be based on limited data and could turn out to be inaccurate. If we do not accurately estimate the costs and timing for completing projects, our contracts could prove unprofitable for us or yield lower profit margins than anticipated. We could face greater risk when negotiating fees for our contracts that involve the coordination of operations and workforces in multiple locations and/or utilizing workforces with different skillsets and competencies. There is a risk that we will under-price our contracts, fail to accurately estimate the costs of performing the work or fail to accurately assess the risks associated with potential contracts. In particular, any increased or unexpected costs, delays or failures to achieve anticipated cost savings, or unexpected risks we encounter in connection with the performance of this work, including those caused by factors outside our control, could make these contracts less profitable or unprofitable, which could have an adverse effect on our profit margin.

12


We could be subject to liabilities if our subcontractors or the third parties with whom we partner cannot deliver their project contributions on time or at all.
 
Large and complex arrangements often require that we utilize subcontractors or that our services and solutions incorporate or coordinate with the software, systems or infrastructure requirements of other vendors and service providers. Our ability to serve our clients and deliver and implement our solutions in a timely manner depends on the ability of these subcontractors, vendors and service providers to meet their project obligations in a timely manner, as well as on our effective oversight of their performance. The quality of our services and solutions could suffer if our subcontractors or the third parties with whom we partner do not deliver their products and services in accordance with project requirements. If our subcontractors or these third parties fail to deliver their contributions on time or at all or if their contributions do not meet project requirements or require us to incur unanticipated costs to meet these requirements, then our ability to perform could be adversely affected and we might be subject to additional liabilities, which could have a material adverse effect on our business, revenues, profitability, or cash flow.

Our profitability could suffer if we are not able to control our costs.
 
Our ability to control our costs and improve our efficiency affects our profitability. As the continuation of pricing pressures could result in permanent changes in pricing policies and delivery capabilities, we must continuously improve our management of costs. Our short-term cost reduction initiatives, which focus primarily on reducing variable costs, might not be sufficient to deal with all pressures on our pricing. Our long-term cost-reduction initiatives, which focus on reductions in costs for service delivery and infrastructure, rely upon our successful introduction and coordination of multiple geographic and competency workforces and a growing focus on our offshore capabilities. As we increase the number of our professionals and execute our strategies for growth, we might not be able to manage significantly larger and more diverse workforces, control our costs or improve our efficiency, and our profitability could be negatively affected.

If our negotiated fees do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.
    We negotiate fees with our clients utilizing a range of pricing structures and conditions. Depending on the particular contract, these include time-and-materials, fixed-fee, and contracts with features of both of these pricing models. Our fees are highly dependent on our internal forecasts and predictions about our projects and the marketplace, which might be based on limited data and could turn out to be inaccurate. If we do not accurately estimate the costs and timing for completing projects, our contracts could prove unprofitable for us or yield lower profit margins than anticipated. We could face greater risk when negotiating fees for our contracts that entail the coordination of operations and workforces in multiple locations, utilizing workforces with different skillsets and competencies. There is a risk that we will under price our contracts, fail to accurately estimate the costs of performing the work or fail to accurately assess the risks associated with potential contracts. In particular, any increased or unexpected costs, delays or failures to achieve anticipated cost savings, or unexpected risks we encounter in connection with the performance of this work, including those caused by factors outside our control, could make these contracts less profitable or unprofitable, which could have an adverse effect on our profit margin.

We are subject to credit risk related to our accounts receivable.
 
We provide credit to our customers in the normal course of business and we do not generally obtain collateral or up-front payments.  Accordingly, we are not protected against accounts receivable default or bankruptcy by our customers.  Although we perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses, such actions and procedures may not be effective in reducing our credit risks and our business, financial condition and results of operations could be materially and adversely affected. During periods of economic decline, our exposure to credit risks related to our accounts receivable increases.
 




13


The loss of one or more of our significant software business vendors would have a material and adverse effect on our business and results of operations.
 
Our business relationships with software vendors enable us to reduce our cost of sales and increase win rates through leveraging our vendors’ marketing efforts and strong vendor endorsements. The loss of one or more of these relationships and endorsements could increase our sales and marketing costs, lead to longer sales cycles, harm our reputation and brand recognition, reduce our revenues, and adversely affect our results of operations.

If we do not effectively manage ourexpected future growth, our results of operations and cash flows could be adversely affected.
 
Our ability to operate profitably with positive cash flows depends partially on how effectively we manage our expected future growth. In order to create the additional capacity necessary to accommodate thean increase in demand for our services, we may need to implement new or upgraded operational and financial systems, procedures and controls, open new offices, and hire additional colleagues. Implementation of these new or upgraded systems, procedures and controls may require substantial management efforts and our efforts to do so may not be successful. The opening of new offices (including international locations) or the hiring of additional colleagues may result in idle or underutilized capacity. We continually assess the expected capacity and utilization of our offices and professionals. We may not be able to achieve or maintain optimal utilization of our offices and professionals. If demand for our services does not meet our expectations, our revenues and cash flows may not be sufficient to offset these expenses and our results of operations and cash flows could be adversely affected.

Our quarterly operating results may be volatile and may cause our stock price to fluctuate.
 
Our quarterly revenues, expenses and operating results have varied in the past and could vary in the future, which could lead to volatility in our stock price. In addition, many factors affecting our operating results are outside of our control, such as:

·  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. 
 
13


As a result, if we experience unanticipated changes in the number or nature of our projects or in our employee utilization rates, we could experience large variations in quarterly operating results in any particular quarter. results. 
 
Our services revenues may fluctuate quarterly due to seasonality or timing of completion of projects.
 
We may experience seasonal fluctuations in our services revenues. We expect that services revenues in the fourth quarter of a given year may typically be lower than in other quarters in that year as there are fewer billable days in this quarter as a result of vacations and holidays. In addition, we generally perform services on a project basis. While we seek wherever possible to counterbalance periodic declines in services revenues on completion of large projects with newwhen a project or engagement is completed or canceled by entering into arrangements to provide additional services to the same client or others,other clients, we may not be able to avoid declines in services revenues when large projects are completed. Our inability to obtain sufficient new projects to counterbalance any decreases in work upon completion of large projects could adverselymay materially affect our quarter-to-quarter revenues, margins and results of operations.operating results.

Our software revenues may fluctuate quarterly, leading to volatility in our results of operations.
 
Our software revenues may fluctuate quarterly and be higher in the fourth quarter of a given year as procurement policies of our clients may result in higher technology spending towards the end of budget cycles. This seasonal trend may materially affect our quarter-to-quarter revenues, margins and operating results.

Our overall gross margin fluctuates quarterly based on our services and software revenues mix, impacting our results of operations.
    The gross margin on our services revenues is, in most instances, greater than the gross margin on our software revenues. As a result, our gross margin will be higher in quarters where our services revenues, as a percentage of total revenues, has increased, and will be lower in quarters where our software revenues, as a percentage of total revenues, has increased. In addition, gross margin on software revenues may fluctuate as a result of variances in gross margin on individual software products. Our stock price may be negatively affected in quarters in which our gross margin decreases.






14


Our services gross margins are subject to fluctuations as a result of variances in utilization rates and billing rates.
 
Our services gross margins are affected by trends in the utilization rate of our professionals, defined as the percentage of our professionals' time billed to customers divided by the total available hours in a period, and in the billing rates we charge our clients. Our operating expenses, including employee salaries,salary, rent and administrative expenses, are relatively fixed and cannot be reduced on short notice to compensate for unanticipated variations in the number or size of projects in process. If a project ends earlier than scheduled, we may need to redeploy our project personnel. Any resulting non-billable time may adversely affect our gross margins.
 
The average billing rates for our services may decline due to rate pressures from significant customers and other market factors, including innovations and average billing rates charged by our competitors. If there is a sustained downturn in the U.S. economy or in the information technology services industry, rate pressure may increase. Also, our average billing rates will decline if we acquire companies with lower average billing rates than ours. To sell our products and services at higher prices, we must continue to develop and introduce new services and products that incorporate new technologies or high-performance features. If we experience pricing pressures or fail to develop new services, our revenues and gross margins could decline, which could harm our business, financial condition and results of operations.
 
If we fail to complete fixed-feefixed fee contracts within budget and on time, our results of operations could be adversely affected.
 
In 2008,2009, approximately 13%11% of our projectsservices revenues were earned from engagements performed on a fixed-feefixed fee basis, rather than on a time-and-materialstime and materials basis. Under these contractual arrangements, we bear the risk of cost overruns, completion delays, wage inflation and other cost increases. If we fail to accurately estimate accurately the resources and time required to complete a project or fail to complete our contractual obligations within the scheduled timeframe, our results of operations could be adversely affected. We cannot guarantee that in the future we will not price these contracts inappropriately,appropriately in the future, which may result in losses.
 
We may not be able to maintain our level of profitability.
 
Although we have been profitable for the past fivesix years, we may not be able to sustain or increase profitability on a quarterly or annual basis in the future and in fact could experience decreased profitability. If we fail to meet public market analysts' and investors' expectations, the price of our common stock will likely fall.

Our services may infringe upon the intellectual property rights of others.
    We cannot be sure that our services do not infringe on the intellectual property rights of third parties, and we may have infringement claims asserted against us.  These claims may harm our reputation, cause our management to expend significant time in connection with any defense and cost us money.  We may be required to indemnify clients for any expense or liabilities they incur resulting from claimed infringement and these expenses could exceed the amounts paid to us by the client for services we have performed.  Any claims in this area, even if won by us, can be costly, time-consuming and harmful to our reputation.

We have only a limited ability to protect our intellectual property rights, which are important to our success.
    Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property. Existing laws of some countries in which we provide services or solutions might offer only limited protection of our intellectual property rights. We rely upon a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements to protect our intellectual property rights. The steps we take in this regard might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property, and we might not be able to detect unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights.
    Depending on the circumstances, we might need to grant a specific client greater rights in intellectual property developed in connection with a contract than we otherwise generally do. In certain situations, we might forego all rights to the use of intellectual property we help create, which would limit our ability to reuse that intellectual property for other clients. Any limitation on our ability to provide a service or solution could cause us to lose revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future projects.

Pursuing and completing potential acquisitions could divert management's attention and financial resources and may not produce the desired business results.
 
If we pursue any acquisition, our management could spend a significant amount of time and financial resources to pursue and integrate the acquired business with our existing business. To pay for an acquisition, we might use capital stock, cash or a combination of both. Alternatively, we may borrow money from a bank or other lender. If we use capital stock, our stockholders will experience dilution. If we use cash or debt financing, our financial liquidity may be reduced and the interest on any debt financing could adversely affect our results of operations. From an accounting perspective, an acquisition that does not perform as well as originally anticipated may involve amortization or the impairment of significant amounts of intangible assets that could adversely affect our results of operations.

14
 


15

Despite the investment of these management and financial resources, and completion of due diligence with respect to these efforts, an acquisition may not produce the anticipated revenues, earnings or business synergies for a variety of reasons, including:

·  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.
  
These difficulties could disrupt our ongoing business, distract our management and colleagues, increase our expenses and materially and adversely affect our results of operations.

We may have difficulty in identifying and competing for strategic acquisition and vendor opportunities.
 
    Our business strategy includes the pursuit of strategic acquisitions. We may acquire or make strategic investments in complementary businesses, technologies, services or products, or enter into strategic vendor or alliances with third parties in the future in order to expand our business. We may be unable to identify suitable acquisition strategic investment or strategicand vendor candidates,opportunities, or if we do identify a suitable candidates,opportunity, we may not complete those transactions on terms commercially favorable to us, or at all. We have historically paid a portion of the purchase price for acquisitions with shares of our common stock.  Volatility in our stock prices, or a sustained price decline, could adversely affect our ability to attract acquisition candidates.opportunities. If we fail to identify and successfully complete these transactions, our competitive position and our growth prospects could be adversely affected. In addition, we may face competition from other companies with significantly greater resources for acquisition candidates, making it more difficult for us to acquire suitable companies on favorable terms.

Risks Related to Ownership of Our Common Stock
 
Our stock price has been volatile and may continue to fluctuate widely.
 
Our common stock is traded on theThe Nasdaq Global Select Market under the symbol “PRFT.” Our common stock price has been volatile. Our stock price may continue to fluctuate widely as a result of announcements of new services and products by us or our competitors, quarterly variations in operating results, the gain or loss of significant customers, and changes in public market analysts' estimates and market conditions for information technology consulting firms and other technology stocks in general.
 
We periodically review and consider possible acquisitions of companies that we believe will contribute to our long-term objectives. In addition, depending on market conditions, liquidity requirements and other factors, from time to time we consider accessing the capital markets. These events may also affect the market price of our common stock.

Declines in our stock price and/or operating performance could result in a future impairment of our goodwill or long-lived assets.
 
We assess potential impairments to goodwill annually and when there is evidence that events or changes in circumstances indicate that an impairment condition may exist. We also assess potential impairments to our long-lived assets, including property and equipment and certain intangible assets, when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. General economic conditions in the U.S. have recentlycan adversely impactedimpact the trading prices of securities of many companies, including ours, due to concerns regarding recessionary economic conditions, thea lending and financial crisis, a substantial slowdown in economic activity, decreased consumer confidence and other factors.  In addition, the trading prices of the securities in our industry have been highly volatile. Subsequent to December 31, 2008 ourOur stock price has declined.fluctuated in the past and could continue to fluctuate in the future in response to these factors.  If the trading price of our common stock were to continue to be adversely affected due to worsening general economic conditions, significant changes in our financial performance or other factors, these events could result in a non-cash impairment charge related to our goodwill or long-lived assets. A significant impairment loss could have a material adverse effect on our operating results and on the carrying value of our goodwill and/or our long-lived assets on our balance sheet.

 




1615


Our officers, directors, and 5% and greater stockholders own a large percentage of our voting securities and their interests may differ from other stockholders.
 
Our executive officers, directors and 5% and greater stockholders beneficially own or control approximately 18%26% of the voting power of our common stock. This concentration of voting power of our common stock may make it difficult for our other stockholders to successfully approve or defeat matters that may be submitted for action by our stockholders. It may also have the effect of delaying, deterring or preventing a change in control of our company.
 
We may need additional capital in the future, which may not be available to us. The raising of any additional capital may dilute your ownership percentage in our stock.
 
We had unrestricted cash, cash equivalents, and investments totaling $28 million and a borrowing capacity of $50 million at December 31, 2009.  We intend to continue to make investments to support our business growth and may require additional funds if our capital is insufficient to pursue business opportunities and respond to business challenges. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited.

It may be difficult for another company to acquire us, and this could depress our stock price.
 
In addition to the large percentage of our voting securities held by our officers, directors and 5% and greater stockholders, provisions contained in our certificate of incorporation, bylaws and Delaware law could make it difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. Our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable by authorizing the issuance of “blank check” preferred stock. In addition, provisions of the Delaware General Corporation Law also restrict some business combinations with interested stockholders. These provisions are intended to encourage potential acquirers to negotiate with us and allow the boardBoard of directorsDirectors the opportunity to consider alternative proposals in the interest of maximizing stockholder value. However, these provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm our stock price.
 
16

Item 1B.Unresolved Staff Comments.

None.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this annual report that are not purely historical statements discuss future expectations, contain projections of results of operations or financial condition or state other forward-looking information. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. The “forward-looking” information is based on various factors and was derived using numerous assumptions. In some cases, you can identify these so-called forward-looking statements by words like “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of those words and other comparable words. You should be aware that those statements only reflect our predictions. Actual events or results may differ substantially. Important factors that could cause our actual results to be materially different from the forward-looking statements are disclosed under the heading “Risk Factors” in this annual report.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of the forward-looking statements after the date of this annual report to conform such statements to actual results. 
 
All forward-looking statements, express or implied, included in this report and the documents we incorporate by reference and attributable to Perficient, Inc. are expressly qualified in their entirety by this cautionary statement.  This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Perficient, Inc. or any persons acting on our behalf may issue.
 






Item 2. Properties.
 
Our principal executive administrative, finance and marketing operations are located in St. Louis, Missouri and Austin, Texas, where we have leased approximately 10,0795,100 square feet and 2,700 square feet, respectively, for these functions. We lease 1922 offices in major cities across North America, China and China.India. We do not own any real property. We believe our facilities are adequate to meet our needs in the near future.

Item 3.Legal Proceedings.
 
Although we may become a party to litigation and claims arising in the course of our business, management currently does not believe the results of these actions will have a material adverse effect on our business or financial condition.

Item 4.Submission of Matters to a Vote of Security Holders.Reserved.
    No matters were submitted to a shareholder vote during the quarter ended December 31, 2008.




18

   
17

PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Our common stock is quoted on theThe Nasdaq Global Select Market under the symbol “PRFT.” The following table sets forth, for the periods indicated, the high and low sale prices per share of our common stock as reported on theThe Nasdaq Global Select Market since January 1, 2007.2008.
 
 High Low 
Year Ending December 31, 2009:     
First Quarter $5.71  $3.10 
Second Quarter  7.44   5.12 
Third Quarter  8.64   6.31 
Fourth Quarter  9.50   7.73 
 High Low         
Year Ending December 31, 2008:          
First Quarter $17.08  $6.43  $17.08  $6.43 
Second Quarter  11.91   7.82   11.91   7.82 
Third Quarter  10.94   6.04   10.94   6.04 
Fourth Quarter  6.80   2.31   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 
 
On February 27, 2009,26, 2010, the last reported sale price of our common stock on theThe Nasdaq Global Select Market, a tier of The NASDAQ Stock Market LLC, was $3.52$11.09 per share. There were approximately 377345 stockholders of record of our common stock as of February 27, 2009,26, 2010, including 237228 restricted account holders.
 
We have never declared or paid any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. Our credit facility currently prohibits the payment of cash dividends without the prior written consent of the lenders.
 
Information on our Equity Compensation Plan has been included at Part III, Item 12, of this Form 10-K.

Issuer Purchases of Equity Securities
 
In December 2008, the Company’sour Board of Directors approved a share repurchase authority of up to $20.0 million.  In 2009, our Board of Directors approved an increase under the share repurchase program by up to $10.0 million.  This is in addition to the remainingadditional share repurchase authority under the March 2008 program of up to $10.0 million for a combined total of up to $20.0 million for a total repurchase program of $40.0 million.  The repurchase program expires June 30, 2010.2011.  While it is not the Company’sour intention, the program could be suspended or discontinued at any time, based on market, economic or business conditions.  The timing and amount of repurchase transactions will be determined by the Company’sour management based on its evaluation of market conditions, share price and other factors.
 
    The Company hadSince the program’s inception in 2008, we have repurchased approximately $9.2$27.5 million of itsour outstanding common stock under the program as ofthrough December 31, 2008.  2009.  
 



1918


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, 2009 3,872,730  $ 5.66  3,872,730  $8,079,423 
October 1-31, 2009  245,790   8.42   245,790  $6,018,392 
November 1-30, 2009  260,000   8.48   260,000  $13,813,900 
December 1-31, 2009  160,000   8.39   160,000  $12,471,648 
   Ending Balance as of December 31, 2009  4,538,520  $ 6.07   4,538,520     
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’sour outstanding common stock was approved by the Company’sour 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.November 3, 2009.   The repurchase program expires June 30, 2010.2011.

Item 6.Selected Financial Data.
 
The selected financial data presented for, and as of the end of, each of the years in the five-year period ended December 31, 2008,2009, has been prepared in accordance with U.S.accounting principles generally accepted accounting principles.in the United States. The financial data presented is not directly comparable between periods as a result of the adoption of StatementFinancial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718 (Statement of Financial Accounting Standards No. 123R (As Amended), Share Based Payment (“SFAS 123R”) in 2006, and four acquisitions in 2007, three acquisitions in 2006, and two acquisitions in 2005, and three acquisitions in 2004.2005.
 
The following data should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements appearing in Part II, Item 8, and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Part II, Item 7.

   Year Ended December 31, 
  2009  2008  2007  2006  2005 
Income Statement Data:       (In thousands)       
Revenues  $188,150  $231,488  $218,148  $160,926  $96,997 
Gross margin  $48,333  $73,502  $75,690  $53,756  $32,418 
Selling, general and administrative  $40,042  $47,242  $41,963  $32,268  $17,917 
Depreciation and amortization $5,750  $6,949  $6,265  $4,406  $2,226 
Impairment of intangible assets $--  $1,633  $--  $--  $-- 
Income from operations  $2,541  $17,678  $27,462  $17,082  $12,275 
Net interest income (expense) $209  $528  $172  $(407) $(643)
Net other income (expense)  $260  $(915)  $20  $174  $43 
Income before income taxes  $3,010  $17,291  $27,654  $16,849  $11,675 
Net income $1,463  $10,000  $16,230  $9,567  $7,177 
     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, 
  2009  2008  2007  2006  2005 
Balance Sheet Data: (In thousands) 
Cash, cash equivalents and short-term investments $24,302  $22,909  $8,070  $4,549  $5,096 
Working capital  $50,205  $56,176  $41,368  $24,859  $17,078 
Long-term investments $3,652  $--  $--  $--  $-- 
Property and equipment, net  $1,278  $2,345  $3,226  $1,806  $960 
Goodwill and intangible assets, net  $111,773  $115,634  $121,339  $81,056  $52,031 
Total assets  $184,810  $194,247  $189,992  $131,000  $84,935 
Current portion of long term debt and line of credit  $--  $--  $--  $1,201  $1,581 
Long-term debt and line of credit, less current portion $--  $--  $--  $137  $5,338 
Total stockholders' equity  $168,348  $174,818  $165,562  $107,352  $65,911 

 
  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 




2019


Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
You should read the following summary together with the more detailed business information and consolidated financial statements and related notes that appear elsewhere in this annual report and in the documents that we incorporate by reference into this annual report. This annual report may contain certain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. This information involves risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in “Risk Factors.”
 
Overview
 
We are an information technology consulting firm serving Forbes Global 2000 (“Global 2000”) and other large enterprise companies with a primary focus on the United States. We help our clients gain competitive advantage by using Internet-based technologies to make their businesses more responsive to market opportunities and threats, strengthen relationships with their customers, suppliers and partners, improve productivity, and reduce information technology costs. We design, build and deliver business-driven technology solutions using third partythird-party software products developed by our partners.products. Our solutions include custom applications, portals and collaboration, eCommerce, customer relationship management, enterprise content management, business intelligence, business integration, mobile technology, technology platform implementations, and service oriented architectures. Our solutions enable our clients to operate a real-time enterprise that dynamically adapts business processes and the systems that support them to meet the changing demands of an increasingly global, Internet-driven and competitive marketplace.

Services Revenues
 
Services revenues are derived from professional services performedthat include developing, implementing, integrating, automating and extending business processes, technology infrastructure, and software applications. Most of our projects are performed on a time and materials basis, andwhile a smaller amountportion of our revenues isare derived from projects performed on a fixed fee basis. Fixed fee engagements represented approximately 13%11% of our services revenues for the twelve monthsyear ended December 31, 2009 compared to 13% for the year ended December 31, 2008. For time and material projects, revenues are recognized and billed by multiplying the number of hours our professionals expend in the performance of the project by the established billing rates. For fixed fee projects, revenues are generally recognized using the proportionate performance method. Revenuesinput method based on uncompleted projects are recognized on a contract-by-contract basis in the period in which the portionratio of the fixed fee is complete.hours expended to total estimated hours. Amounts invoiced to clientsand collected in excess of revenues recognized are classified as deferred revenues. On most projects, we are also reimbursed for out-of-pocket expenses such as airfare, lodging and meals. These reimbursements are included as a component of revenues. The aggregate amount of reimbursed expenses will fluctuate depending on the location of our customers, the total number of our projects that require travel, and whether our arrangements with our clients provide for the reimbursement of travel and other project related expenses.
 
Software and Hardware Revenues
 
Software and hardware revenues are derived from sales of third-party software and hardware. Revenues from sales of third-party software and hardware are generally recorded on a gross basis provided we act as a principal in the transaction. In the eventOn rare occasions, we do not meet the requirements to be considered a principal in the transaction and act as an agent, theagent.  In these cases, revenues are recorded on a net basis. Software and hardware revenues are expected to fluctuate from quarter-to-quarter depending on our customers’ demand for these products.

If we enter into contracts for the sale of services and software or hardware, Company management evaluates whether the services are essential to the functionality of the software or hardware and whether the Company has objective fair value evidence exists for each deliverable in the transaction.  If management concludes the services to be provided are not essential to the functionality of the software or hardware and can determine objective fair value evidence exists for each deliverable of the transaction, then we account for each deliverable in the transaction separately, based on the relevant revenue recognition policies. Generally, all deliverables of our multiple element arrangements meet these separation criteria.
 
Cost of revenues
 
Cost of revenues consists primarily of cash and non-cash compensation and benefits, including bonuses and non-cash compensation related to equity awards, associated with our technology professionals.  Cost of revenues also includes the costs associated with subcontractors.  Third-party software and hardware costs, reimbursable expenses and other unreimbursed project related expenses are also included in cost of revenues. Project related expenses will fluctuate generally depending on outside factors including the cost and frequency of travel and the location of our customers. Cost of revenues does not include depreciation of assets used in the production of revenues which are primarily personal computers, servers and other information technology related equipment.
 




2120

Gross Margins
 
Our gross margins for services are affected by the utilization rates of our professionals defined(defined as the percentage of our professionals’ time billed to customers divided by the total available hours in the respective period,period), the salaries we pay our consulting professionals and the average billing rate we receive from our customers. If a project ends earlier than scheduled, or we retain professionals in advance of receiving project assignments, or if demand for our services declines, our utilization rate will decline and adversely affect our gross margins. Gross margin percentages of third partythird-party software and hardware sales are typically lower than gross margin percentages for services, and the mix of services and software and hardware for a particular period can significantly impact our total combined gross margin percentage for such period. In addition, gross margin for software and hardware sales can fluctuate due to pricing and other competitive pressures.    

Selling, General and Administrative Expenses
 
Selling, general and administrative expenses (“SG&A”) consistare primarily composed of sales related costs, general and administrative salaries, benefits, bonuses, non-cash compensation, office costs, recruiting, professional fees, sales and marketing activities, training,stock compensation expense, bad debts, and other miscellaneous expenses. Non-cash compensation includes stock compensation expenses related to restricted stock, option grants to employees and non-employee directors, and retirement savings plan contributions.  We work to minimize selling costs by focusing on repeat business with existing customers and by accessing sales leads generated by our software vendors, most notably IBM, Oracle and Microsoft, whose products we use to design and implement solutions for our clients. These relationships enable us to reduce our selling costs and sales cycle times and increase win rates through leveraging our partners' marketing efforts and endorsements.

Plans for Growth and Acquisitions
 
Our goal is to continue to build one of the leading independent information technology consulting firms in North America by expanding our relationships with existing and new clients leveragingand through the resumption of our operations to expand and continuing to make disciplined acquisitions. As demand foracquisition strategy.  Our future growth plan includes expanding our services grows, we anticipate increasing the number of professionals in our 19 North American offices and adding new offices throughoutbusiness with a primary focus on the United States, both organically and through acquisitions.  Given the economic conditions during 2008 and 2009, we suspended acquisition activity pending improved visibility into the health of the economy.  With the expected return to growth in 2010, we plan to resume our disciplined acquisition strategy.  We also intend to continue tofurther leverage our existing offshore capabilities to support our future growth and provide our clients flexible options for project delivery. In addition, we believe our track record for identifying acquisitions and our ability to integrate acquired businesses help us complete acquisitions efficiently and productively, while continuing to offer quality services to our clients, including new clients resulting from the acquisitions.
    Consistent with our strategy of growth through disciplined acquisitions, we consummated nine acquisitions since January 1, 2005, including four in 2007.  Given the current economic conditions, the Company has temporarily suspended making additional acquisitions pending improved visibility into the health of the economy.
 
Results of Operations

The following table summarizes our results of operations as a percentage of total revenues:
Revenues:  2009  2008  2007 
   Services revenues   88.4%   89.6%   87.8% 
   Software and hardware revenues  6.9   4.6   6.5 
   Reimbursable expenses  4.7   5.8   5.7 
Total revenues  100.0   100.0   100.0 
Cost of revenues (depreciation and amortization, shown separately below):            
   Project personnel costs  61.0   56.6   52.6 
   Software and hardware costs  6.2   3.7   5.5 
   Reimbursable expenses  4.7   5.7   5.7 
   Other project related expenses  2.4   2.2   1.5 
Total cost of revenues  74.3   68.2   65.3 
Services gross margin  28.2   34.4   38.4 
Software and hardware gross margin  10.2   19.4   15.9 
Total gross margin  25.7   31.8   34.7 
Selling, general and administrative  21.3   20.4   19.2 
Depreciation and amortization  3.0   3.0   2.9 
Impairment of intangible assets  0.0   0.7   0.0 
Income from operations  1.4   7.7   12.6 
Net interest income  0.1   0.2   0.1 
Net other income (expense)  0.1   (0.4)   0.0 
Income before income taxes  1.6   7.5   12.7 
Provision for income taxes  0.8   3.2   5.2 
Net income  0.8%  4.3%  7.5%

21
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%



Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Revenues. Total revenues decreased 19% to $188.2 million for the year ended December 31, 2009 from $231.5 million for the year ended December 31, 2008.  Services revenues decreased 20% to $166.4 million for the year ended December 31, 2009 from $207.5 million for the year ended December 31, 2008.  Revenue contraction during the year is due to the decreased demand for information technology services market wide and delays in information technology spending by customers, which we believe is related to the general economic slowdown.

Software and hardware revenues increased 21% to $13.0 million for the year ended December 31, 2009 from $10.7 million for the year ended December 31, 2008 due mainly to the renewal of several larger software licenses and an overall increase in software sales during the first and third quarters of 2009. Reimbursable expenses decreased 34% to $8.8 million for the year ended December 31, 2009 from $13.3 million for the year ended December 31, 2008 as a result of the decline in services revenue. We do not realize any profit on reimbursable expenses.
Cost of Revenues. Cost of revenues decreased 12% to $139.8 million for the year ended December 31, 2009 from $158.0 million for the year ended December 31, 2008.  The decrease in cost of revenues is directly related to the decrease in revenues and management’s efforts in managing costs, primarily headcount. The average number of professionals performing services, including subcontractors, decreased to 1,028 for the year ended December 31, 2009 from 1,165 for the year ended December 31, 2008.  Management will continue to manage the cost structure to match demand.

Gross Margin. Gross margin decreased 34% to $48.3 million for the year ended December 31, 2009 from $73.5 million for the year ended December 31, 2008. Gross margin as a percentage of revenues decreased to 25.7% for the year ended December 31, 2009 from 31.8% for the year ended December 31, 2008 primarily due to a decrease in services gross margin. Services gross margin, excluding reimbursable expenses, decreased to 28.2% or $47.0 million for the year ended December 31, 2009 from 34.4% or $71.4 million for the year ended December 31, 2008.  The decrease in services gross margin is primarily a result of lower utilization due to the decreased demand for information technology services.  The average utilization rate of our professionals, excluding subcontractors, decreased to 75% for the year ended December 31, 2009 compared to 79% for the year ended December 31, 2008. The average bill rate for our professionals, excluding subcontractors, decreased to $106 per hour for the year ended December 31, 2009 from $109 per hour for the year ended December 31, 2008, primarily due to competition in the marketplace and increased usage of China offshore resources.   Software and hardware gross margin decreased to 10.2% or $1.3 million for the year ended December 31, 2009 from 19.4% or $2.1 million for the year ended December 31, 2008.  Software revenues have increased while margin is down primarily due to the competition in the marketplace causing lower margin software sales.

Selling, General and Administrative. SG&A expenses decreased 15% to $40.0 million for the year ended December 31, 2009 from $47.2 million for the year ended December 31, 2008 due primarily to fluctuations in expenses as detailed in the following table:

  Increase / (Decrease) 
Selling, General and Administrative Expense (in millions) 
Stock compensation expense $ 0.7 
Bonus expense  (0.1)
Office and technology-related costs  (0.5) 
Salary expense  (0.6) 
Sales-related costs  (1.7) 
Bad debt expense  (3.1) 
Other  (1.9) 
Net decrease $(7.2) 

SG&A expenses, as a percentage of revenues, increased to 21.3% for the year ended December 31, 2009 from 20.4% for the year ended December 31, 2008.  Stock compensation expense, salary expense, office and technology-related costs, and sales-related costs all increased as a percentage of revenues compared to the prior year period.  Stock compensation expense, as a percentage of revenues, increased due to lower revenues and the restricted stock awards granted in 2008 and 2009.  The increase in salary expense, as a percentage of revenues, was primarily the result of lower revenues and the addition of new marketing roles during 2009.  Office and technology-related costs, as a percentage of revenues, increased primarily due to the costs associated with the abandonment of office space and lower revenues during 2009.  These increases were offset by a decrease in bad debt expense.  During 2008, the allowance for doubtful accounts increased due to additional uncertainties regarding collectibility as a result of the overall economic downturn and its impact on certain outstanding receivables.  The reserve has decreased in 2009 due to either the collection of previously reserved for balances or write-off of such amounts.

22

Depreciation. Depreciation expense decreased 31% to $1.5 million for the year ended December 31, 2009 from $2.1 million for the year ended December 31, 2008. The decrease in depreciation expense is mainly attributable to various assets becoming fully depreciated during 2008 and 2009 and lower spending on capital assets during 2009.  Depreciation expense as a percentage of services revenue, excluding reimbursable expenses, was 0.9% and 1.0% for the year ended December 31, 2009 and 2008, respectively.

Amortization. Amortization expense decreased 11% to $4.3 million for the year ended December 31, 2009 from $4.8 million for the year ended December 31, 2008. The decrease in amortization expense reflects the completion of the amortization of certain acquired intangible assets and the impact of the impairment charge recorded in the fourth quarter of 2008.  The impairment charge will also result in lower amortization expense in future periods.
Impairment of Intangible Assets. During the fourth quarter of 2008, we performed an impairment test as of December 31, 2008.  As a result of the test performed, we recorded a $1.6 million impairment charge primarily related to customer relationships we acquired from e tech solutions, Inc. (“E Tech”).  The value of these relationships was affected primarily by the loss of a key customer acquired from E Tech, which caused cash flows from the asset group to be lower than originally projected.

Net Interest Income. We had interest income of $0.2 million, net of interest expense, for the year ended December 31, 2009, compared to interest income of $0.5 million, net of interest expense, for the year ended December 31, 2008.  The decrease in interest income in 2009 resulted from a decrease in the interest earned on the note receivable and the money market account.  The note receivable was fully repaid in October 2009 and while our average cash and investments balances increased during 2009, the average interest rates on our accounts decreased compared to the same prior year period.
Net Other Income or Expense. We had other income of $0.3 million, net of other expense, for the year ended December 31, 2009 compared to other expense of $0.9 million, net of other income, for the year ended December 31, 2008.  Other income for the year ended December 31, 2009 is primarily related to government incentives received by our China operations.  Additionally, during the third quarter 2008, we expensed $0.9 million of previously capitalized deferred offering costs related to our shelf registration statement.
Provision for Income Taxes. We provide for federal, state and foreign income taxes at the applicable statutory rates adjusted for non-deductible expenses. Our effective tax rate increased to 51.4% for the year ended December 31, 2009 from 42.2% for the year ended December 31, 2008. The increase in the effective rate is due primarily to the magnified effect of certain state taxes, which are generally based on gross receipts instead of income, permanent items such as meals and entertainment, and non-deductible executive compensation under Section 162(m) of the Internal Revenue Code (the “Code”), relative to a smaller income base.

23


Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
 
Revenues. Total revenues increased 6% to $231.5 million for the year ended December 31, 2008 from $218.1 million for the year ended December 31, 2007.

 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) 

*Defined as companies acquired during 2007; no companies were acquired in 2008.
**Defined as businesses owned as of January 1, 2007.
 
Services revenues increased 8% to $207.5 million for the year ended December 31, 2008 from $191.4 million for the year ended December 31, 2007.  Services revenues attributable to our base business decreased $13.5 million while services revenues attributable to the companies acquired in 2007 increased $29.6 million, resulting in a net increase of $16.1 million.  We experienced a slowdown in demand during the year related to the deterioration of the U.S. economy.
 
Software and hardware revenues decreased 25% to $10.7 million in 2008 from $14.2 million in 2007. Software and hardware revenues attributable to our base business decreased $5.4 million while software and hardware revenues attributable to acquired companies increased $1.9 million, resulting in a net decrease of $3.5 million. Reimbursable expenses increased 6% to $13.3 million in 2008 from $12.5 million in 2007 due to acquisitions and an increased number of projects requiring consultant travel. We do not realize any profit on reimbursable expenses.
 
Cost of revenues. Cost of revenues increased 11% to $158.0 million for the year ended December 31, 2008 from $142.5 million for the year ended December 31, 2007. Cost of revenues attributable to our base business decreased $7.9 million while cost of revenues attributable to the companies acquired in 2007 increased $23.4 million, resulting in a net increase of $15.5 million.  The average number of professionals performing services, including subcontractors, increased to 1,165 for the year ended December 31, 2008 from 984 for the year ended December 31, 2007 primarily related to acquisitions and partially offset with head count reductions related to lower demand for services.
 
Costs associated with software and hardware sales decreased 28% to $8.6 million for year ended December 31, 2008 from $12.0 million for the year ended December 31, 2007 which directly relates to the decline in software and hardware revenues discussed above. Costs associated with software and hardware sales attributable to our base business decreased $4.9 million, while costs associated with software and hardware sales attributable to acquired companies increased $1.5 million, resulting in a net decrease of $3.4 million.
   
Gross Margin. Gross margin decreased 3% to $73.5 million for the year ended December 31, 2008 from $75.7 million for the year ended December 31, 2007. Gross margin as a percentage of revenues decreased to 31.8% for the year ended December 31, 2008 from 34.7% for the year ended December 31, 2007 due primarily to a decrease in services gross margin offset by an increase in margin from software and hardware. Services gross margin, excluding reimbursable expenses, decreased to 34.4% in 2008 from 38.4% in 2007 primarily as a result of higher labor costs associated with a soft revenue cycle and delays in the start dates of projects. The average utilization rate of our professionals, excluding subcontractors, decreased to 79% for the year ended December 31, 2008 from 81% for the year ended December 31, 2007. Average hourly billing rates decreased to $109 for 2008 from $118 for 2007, primarily due to lower rates associated with the acquisition of the China offshore business and the ePairs business in the second half of 2007.  The average hourly bill rate for 2008 excluding China, ePairs, and subcontractors was $116 compared to $119 for 2007. Software and hardware gross margin increased to 19.4% in 2008 from 15.9% in 2007 primarily as a result of increased sales of our higher margin internally developed software.




2324
 

Selling, General and Administrative. Selling, general and administrativeSG&A expenses increased 13% to $47.2 million for the year ended December 31, 2008 from $42.0 million for the year ended December 31, 2007 due primarily to fluctuations in expenses as detailed in the following table:

 Increase / (Decrease)  Increase / (Decrease) 
Selling, General, and Administrative Expense (in millions) 
Selling, General and Administrative Expense (in millions) 
Stock compensation expense $ 1.7  $ 1.7 
Office and technology-related costs 1.5  1.5 
Salary expense 1.4  1.4 
Sales related costs  1.0 
Sales-related costs 1.0 
Bad debt expense 0.8  0.8 
Customer dispute settlement 0.8  0.8 
Other 0.6  0.6 
Bonus expense  (2.6)  (2.6)
Net increase $5.2  $5.2 
 
    Selling, general and administrativeSG&A expenses as a percentage of revenues increased slightly to 20% for the year ended December 31, 2008 from 19% for the year ended December 31, 2007, primarily driven by an increase in stock compensation expense, office and technology-related costs, and salary expense.  Stock compensation expense increased primarily due to additional restricted stock awards granted in 2007 and 2008.  Investments in our technology infrastructure and offshore resources, as well as increases in our facility costs, caused our office and technology-related costs to rise in 2008.  The increase in salary expense was associated with development of our healthcare and communications industry verticals.  These increases were offset by a decrease in bonus costs. Bonus costs decreased as a result of the Company not achieving the projectedcompany-wide performance goals.
 
Depreciation. Depreciation expense increased 38% to $2.1 million during 2008 from $1.6 million during 2007. The increase in depreciation expense is due to both organic and acquisition-related additions of software programs, servers, and other computer equipment to enhance our technology infrastructure. Depreciation expense as a percentage of services revenue, excluding reimbursable expenses, was 1.0% and 0.8% for the years ended December 31, 2008 and 2007, respectively.
 
Amortization. Amortization increased 2% to $4.8 million for the year ended December 31, 2008 from $4.7 million for the year ended December 31, 2007. The increase in amortization expense reflects the acquisition of intangibles in 2007, as well as the amortization of capitalized costs associated with internal use software.  The valuations and estimated useful lives of acquired identifiable intangible assets are outlined in Note 6, Goodwill and Intangible Assets, of our consolidated financial statements.
 
Impairment of Intangible Assets. During the fourth quarter of 2008, we determined that the continuous trading of our common stock below book value and a loss of a key customer were possible indicators of impairment to goodwill or long-lived assets as defined under StatementASC Topic 350 (Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), and SFASASC Section 360-10-05 (SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), triggering the necessity of impairment tests as of December 31, 2008.  As a result of the tests performed, we recorded a $1.6 million impairment primarily related to customer relationships we acquired from e tech solutions, Inc. (“E Tech”).Tech.  The value of these relationships was affected primarily by the loss of a key customer acquired byfrom E Tech, which caused cash flows from the asset group to be lower than originally projected.
 
Net Interest Income or Expense. We had interest income, net of interest expense, of $0.5 million for the year ended December 31, 2008 compared to interest income, net of interest expense, of $0.2 million during the year ended December 31, 2007.  The increase in interest income in 2008 resulted from higher cash balances throughout 2008 compared to prior year and the receipt of interest payments in connection with a promissory note entered into with a customer in June 2008.
 
Other Expense. We expensed $0.9 million of previously capitalized deferred offering costs during the third quarter of 2008.  We no longer intend to use the current shelf registration statement associated with these costs for an equity offering.  As required, we wrote off the deferred offering costs.
 
Provision for Income Taxes. We provide for federal, state and foreign income taxes at the applicable statutory rates adjusted for non-deductible expenses. Our effective tax rate increased to 42.2% for the year ended December 31, 2008 from 41.3% for the year ended December 31, 2007. The effective income tax rate increased primarily as a result of the decreased tax benefit of certain dispositions of incentive stock options by holders.
 




24


Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
    Revenues. Total revenues increased 36% to $218.1 million for the year ended December 31, 2007 from $160.9 million for the year ended December 31, 2006.

 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 

*Defined as companies acquired during 2006 and 2007.
**Defined as businesses owned as of January 1, 2006.
    Services revenues increased 39% to $191.4 million for the year ended December 31, 2007 from $137.7 million for the year ended December 31, 2006. Base business accounted for 19% of the increase in services revenues for the year ended December 31, 2007 compared to the year ended December 31, 2006. The remaining 81% of the increase is attributable to revenues generated from the companies acquired during 2006 and 2007.
    Software revenues decreased 1% to $14.2 million in 2007 from $14.4 million in 2006. Software revenues attributable to our base business decreased $1.8 million while software revenues attributable to acquired companies increased $1.6 million, resulting in a net decrease of $192,000. Reimbursable expenses increased 43% to $12.5 million in 2007 from $8.8 million in 2006 due to acquisitions and an increased number of projects requiring consultant travel. We do not realize any profit on reimbursable expenses.
    Cost of revenues. Cost of revenues increased 33% to $142.5 million for the year ended December 31, 2007 from $107.2 million for the year ended December 31, 2006. Base business accounted for 14% of the $35.3 million increase in cost of revenues for the year ended December 31, 2007 compared to the year ended December 31, 2006.  The remaining increase in cost of revenues is attributable to the acquired companies. The average number of professionals performing services, including subcontractors, increased to 1,026 for the year ended December 31, 2007 from 686 for the year ended December 31, 2006.
    Costs associated with software sales decreased 1% to $12.0 million for year ended December 31, 2007 from $12.1 million for the year ended December 31, 2006 due to an increase in sales of our higher margin internally developed software. Costs associated with software sales attributable to our base business decreased $1.4 million, while costs associated with software sales attributable to acquired companies increased $1.3 million, resulting in a net decrease of $0.1 million.
    Gross Margin. Gross margin increased 41% to $75.7 million for the year ended December 31, 2007 from $53.8 million for the year ended December 31, 2006. Gross margin as a percentage of revenues increased to 34.7% for the year ended December 31, 2007 from 33.4% for the year ended December 31, 2006 due primarily to an increase in services gross margin offset by a slight decrease in margin from software. Services gross margin, excluding reimbursable expenses, increased to 38.4% in 2007 from 37.4% in 2006 primarily due to lower bonus as a percent of revenues and lower direct labor cost as a percent of revenues driven by improved billing rates. The average utilization rate of our professionals, excluding subcontractors, decreased slightly to 81% for the year ended December 31, 2007 from 83% for the year ended December 31, 2006. Average hourly billing rates were $118 for 2007 and $115 for 2006. Software gross margin decreased to 15.9% in 2007 from 16.1% in 2006 primarily as a result of fluctuations in vendor and competitive pricing based on market conditions at the time of the sales.



25
 
    Selling, General and Administrative. Selling, general and administrative expenses increased 30% to $42.0 million for the year ended December 31, 2007 from $32.3 million for the year ended December 31, 2006 due primarily to fluctuations in expenses as detailed in the following table:
  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 
    Selling, general and administrative expenses as a percentage of revenues decreased to 19% for the year ended December 31, 2007 from 20% for the year ended December 31, 2006, primarily driven by lower bonus costs as a percent of revenue and the Company leveraging its infrastructure. Bonus costs, as a percentage of service revenues, excluding reimbursable expenses, decreased to 1.6% for the year ended December 31, 2007 compared to 3.5% for the year ended December 31, 2006 due to increasingly challenging growth and profitability targets in 2007. Stock compensation expense, as a percentage of services revenues, excluding reimbursed expenses, increased to 2.4% for the year ended December 31, 2007 compared to 1.6% for the year ended December 31, 2006. 
    Depreciation. Depreciation expense increased 64% to $1.6 million during 2007 from approximately $0.9 million during 2006. The increase in depreciation expense is due to the addition of software programs, servers, and other computer equipment to enhance our technology infrastructure and support our growth, both organic and acquisition-related. Depreciation expense as a percentage of services revenue, excluding reimbursable expenses, was 0.8% and 0.7% for the years ended December 31, 2007 and 2006, respectively.
    Amortization. Amortization increased 36% to $4.7 million for the year ended December 31, 2007 from approximately $3.5 million for the year ended December 31, 2006. The increase in amortization expense reflects the acquisition of intangibles acquired in 2006 and 2007, as well as the amortization of capitalized costs associated with internal use software.  The valuations and estimated useful lives of acquired identifiable intangible assets are outlined in Note 6, Goodwill and Intangible Assets, of our consolidated financial statements.
    Net Interest Income or Expense. We had interest income, net of interest expense, of $172,000 for the year ended December 31, 2007 compared to interest expense, net of interest income, of $407,000 during the year ended December 31, 2006. We repaid all outstanding debt in May 2007 and incurred no debt or interest expense during the rest of the fiscal year.
    Provision for Income Taxes. We provided for federal, state and foreign income taxes at the applicable statutory rates adjusted for non-deductible expenses. Our effective tax rate decreased to 41.3% for the year ended December 31, 2007 from 43.2% for the year ended December 31, 2006. The effective income tax rate decreased as a result of the increased tax benefit of certain dispositions of incentive stock options by holders and a decrease in the state income taxes, net of the federal benefit.

Liquidity and Capital Resources
 
Selected measures of liquidity and capital resources are as follows (in millions):
 
  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 




26

  As of December 31, 
  2009  2008  2007 
Cash, cash equivalents and investments $28.0  $22.9  $8.1 
Working capital (including cash and cash equivalents) $50.2  $56.2  $41.5 
Amounts available under credit facilities $50.0  $49.9  $49.8 

Net Cash Provided By Operating Activities
 
Net cash provided by operationsoperating activities for the year ended December 31, 2009 was $22.6 million compared to $25.1 million and $23.0 million for the years ended December 31, 2008 and 2007, respectively. For the year ended December 31, 2009, the components of operating cash flows were net income of $1.5 million plus non-cash charges of $15.0 million and net working capital reductions of $6.1 million.  The primary components of operating cash flows for the year ended December 31, 2008 was $26.8 million compared to $23.1 million for the year ended December 31, 2007. For the year ended December 31, 2008, net cash provided by operations consisted ofwere net income of $10.0 million plus non-cash charges such as stock compensation, amortization, depreciation,of $15.0 million and impairment of intangible assets, of $15.8 million plus net working capital reductions of $1.0$0.1 million.  The primary components of operating cash flows for the year ended December 31, 2007 arewere net income of $16.2 million plus non-cash charges of $12.0$5.1 million which were offset by investments inand net working capital reductions of $5.1$1.7 million.  The Company’sOur days sales outstanding as of December 31, 2008 decreased2009 increased to 7173 days from 7371 days at December 31, 2008 and were flat compared to December 31, 2007.

Net Cash Used in Investing Activities
 
For the year ended December 31, 2009, we used $10.0 million in cash to purchase investments and $0.7 million in cash to purchase equipment and develop software.  For the year ended December 31, 2008, we used approximately $0.8 million in cash to pay certain acquisition-related costs and $1.5 million in cash to purchase equipment and develop certain software.  For the year ended December 31, 2007, we used approximately $26.8 million in cash, net of cash acquired, to acquire E Tech, Tier1, BoldTech, and ePairs.for acquisitions.  In addition, we used approximately $2.2 million during 2007 to purchase equipment and develop certain software.

Net Cash Provided By Financing Activities
 
During the year ended December 31, 2009, we received proceeds of $1.0 million from exercises of stock options and sales of stock through our Employee Stock Purchase Plan and we realized a tax benefit of $0.6 million related to vesting of stock awards and stock option exercises.  We used $18.4 million to repurchase shares of our common stock through the stock repurchase program.  For the year ended December 31, 2008, we made no borrowings under our line of credit; however, we made payments of $0.4 million in fees related to establish our new credit facility and we incurred $0.9 million in income tax expense due to the decline in the Company’s share pricefacility.  We received proceeds of underlying stock awards that were exercised or vested.  We used $9.2 million to repurchase shares of the Company’s common stock through the stock repurchase program which was partially offset by $0.9 million from exercises of stock options and sales of stock through our Employee Stock Purchase Plan.Plan and we realized a tax benefit of $0.7 million related to vesting of stock awards and stock option exercises.  We used $9.2 million to repurchase shares of our common stock through the stock repurchase program.  During the year ended December 31, 2007, we made payments of $1.3 million on our long-term debt.  Also, weWe received proceeds of $3.9 million from proceeds from exercises of stock options and sales underof stock through our Employee Stock Purchase Plan and we realized a tax benefitsbenefit of $6.9 million related to vesting of stock awards and stock option exercises and restricted stock vesting of $6.9 million.exercises.
 
Availability of Funds from Bank Line of Credit Facilities
 
    OnIn May 30, 2008, the Companywe entered into a Credit Agreement (the “Credit Agreement”) with Silicon Valley Bank (“SVB”) and KeyBank National Association (“KeyBank”).  The Agreement replaces the Company’s Amended and Restated Loan and Security Agreement dated as of September 3, 2005 and further amended on September 29, 2006.  The Credit Agreement provides for revolving credit borrowings up to a maximum principal amount of $50 million, subject to a commitment increase of $25 million.  The Credit Agreement also allows for the issuance of letters of credit in the aggregate amount of up to $500,000 at any one time; outstanding letters of credit reduce the credit available for revolving credit borrowings.  The credit facility will be used for ongoing, general corporate purposes.  Substantially all of our assets are pledged to secure the credit facility.  In July 2009, U.S. Bank National Association (“U.S. Bank”) assumed $10 million of KeyBank’s commitment.

All outstanding amounts owedborrowed under the Credit Agreement become due and payable no later than the final maturity date of May 30, 2012.  Borrowings under the credit facility bear interest at the Company’sour option at SVB’s prime rate (4.00% on December 31, 2008)2009) plus a margin ranging from 0.00% to 0.50% or one-month LIBOR (0.44%(0.23% on December 31, 2008)2009) plus a margin ranging from 2.50% to 3.00%.  The additional margin amount is dependent on the amount of outstanding borrowings.  As of December 31, 2008, the Company2009, we had $49.9$50 million of availablemaximum borrowing capacity.  The CompanyWe will incur an annual commitment fee of 0.30% on the unused portion of the line of credit.
 
As of December 31, 2008,2009, we were in compliance with all covenants under our credit facility and we expect to be in compliance during the next twelve months. Substantially all of our assets are pledged to secure the credit facility.

26

Stock Repurchase Program

In 2008, the Company’sour Board of Directors authorized the repurchase of up to $20.0 million of our common stock.  In 2009, the Board of Directors authorized the repurchase of up to an additional $20.0 million of the Company’s common stock.  Asstock for a total repurchase program of December 31, 2008, $9.2 million of Company common stock has been repurchased under this$40.0 million.  The program and $10.8 million of Company common stock may yet be purchased under such authorization.expires on June 30, 2011.

    The Company hasWe established a written trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”), under which it will makewe made a portion of its Companyour stock repurchases.  Additional repurchases will be at times and in amounts as the Company deems appropriate and will be made through open market transactions in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal requirements and other factors.   The program expires on June 30, 2010.




27

Since the program’s inception in 2008, we have repurchased approximately 4.5 million shares of our outstanding common stock through December 31, 2009 for a total cost of approximately $27.5 million.

Lease Obligations
 
During the third quarter of 2009, we vacated certain office space as part of ongoing cost reduction initiatives in response to our 2009 revenue contraction.  We subleased some of the vacated office space during the fourth quarter of 2009.  The accounting for costs associated with the abandonment of office space was calculated using the guidance in ASC Subtopic 420-10 (SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities).  A liability of approximately $0.3 million for lease abandonment costs was recorded in the third quarter of 2009.  The lease abandonment costs were classified as “Selling, general and administrative” expense in our Consolidated Statement of Operations for the year ended December 31, 2009.

There were no other material changes outside the ordinary course of our business in lease obligations or other contractual obligations in 2008.2009 as disclosed in Note 11, Commitments and Contingencies, in the Notes to Consolidated Financial Statements.

Shelf Registration Statement
 
In July 2008, we filed a shelf registration statement with the SECU.S. Securities and Exchange Commission (“SEC”) to allow for offers and sales of our common stock from time to time.  Approximately four million shares of common stock may be sold under this registration statement if we choose to do so.   We determined that we currently have no intent to use the shelf registration to complete an offering.  The shelf registration will expire in July 2011.

Contractual Obligations
 
    We currently have one letter of credit for $100,000 outstanding that serves as collateral to secure a facility lease. The letter of credit reduces the borrowings available under our line of credit.
We have incurred commitments to make future payments under contracts such as leases. Maturities under these contracts are set forth in the following table as of December 31, 20082009 (in thousands):
 Payments Due by Period  Payments Due by Period 
Contractual Obligations
 Total  
Less Than
1 Year
  
1-3
Years
  
3-5
Years
  
More
Than 5
Years
  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  $6,255  $2,303  $2,852  $1,078  $22 
Total $7,673  $2,258  $3,884  $1,216  $315  $6,255  $2,303  $2,852  $1,078  $22 
 
See Note 9,10, Income Taxes, in the Notes to Consolidated Financial Statements for information related to the Company'sour obligations for taxes.

Conclusion
 
If our capital is insufficient to fund our activities in either the short or long term,long-term, we may need to raise additional funds. In the ordinary course of business, we may engage in discussions with various persons in connection with additional financing. If we raise additional funds through the issuance of equity securities, our existing stockholders' percentage ownership will be diluted. These equity securities may also have rights superior to our common stock. Additional debt or equity financing may not be available when needed or on satisfactory terms. If adequate funds are not available on acceptable terms, we may be unable to expand our services, respond to competition, pursue acquisition opportunities or continue our operations.
 
We believe that the currentcurrently available funds, access to capital from our credit facility and cash flows generated from operations will be sufficient to meet our working capital requirements and other capital needs for the next twelve months.

27
Critical Accounting Policies
 
    The Company'sOur accounting policies are described in Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements. The Company believes itsWe believe our most critical accounting policies include revenue recognition, accounting for goodwill and intangible assets, purchase accounting, accounting for stock-based compensation, and income taxes.

Revenue Recognition and Allowance for Doubtful Accounts
 
Revenues are primarily derived from professional services provided on a time and materials basis. For time and material contracts, revenues are recognized and billed by multiplying the number of hours expended in the performance of the contract by the established billing rates. For fixed fee projects, revenues are generally recognized using the input method based on the ratio of hours expended to total estimated hours. Amounts invoiced to clientsand collected in excess of revenues recognized are classified as deferred revenues. On many projects the Company iswe are also reimbursed for out-of-pocket expenses such as airfare, lodging and meals.  These reimbursements are included as a component of revenues. Revenues from software and hardware sales are generally recorded on a gross basis based on the Company'sour role as a principal in the transaction.  On rare occasions, the Company enterswe enter into a transaction where it iswe are not the principal.  In these cases, revenue is recorded on a net basis.


Unbilled revenues represent the project time and expenses that have been incurred, but not yet billed to the client, prior to the end of the fiscal period.  For time and materials projects, the client is invoiced for the amount of hours worked times the billing rates as stated in the contract. For fixed fee arrangements, the client is invoiced according to the agreed-upon schedule detailing amount and timing of payments in the contract.  Clients are typically billed monthly for services provided during that month, but can be billed on a more or less frequent basis as determined by the contract.  If the time and expenses are worked/incurred and approved at the end of a fiscal period and the invoice has not yet been sent to the client, the amount is recorded as unbilled revenue once we verify all other revenue recognition criteria have been met.


28
Revenues are recognized when the following criteria are met: (1) persuasive evidence of the customer arrangement exists, (2) fees are fixed and determinable, (3) delivery and acceptance have occurred, and (4) collectibility is deemed probable. The Company’sOur policy for revenue recognition in instances where multiple deliverables are sold contemporaneously to the same counterparty is in accordance with AmericanASC Subtopic 985-605 (American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) 97-2,Software Revenue Recognition Emerging), ASC Subtopic 605-25 (Emerging Issues Task Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables), and SEC StaffASC Section 605-10-S99 (Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition). Specifically, if the Company enterswe enter into contracts for the sale of services and software or hardware, then the Company evaluateswe evaluate whether the services are essential to the functionality of the software or hardware and whether it hasthere is objective fair value evidence for each deliverable in the transaction. If the Company has concluded thatwe conclude the services to be provided are not essential to the functionality of the software or hardware and itwe can determine objective fair value evidence for each deliverable of the transaction, then it accountswe account for each deliverable in the transaction separately, based on the relevant revenue recognition policies. Generally, all deliverables of the Company’sour multiple element arrangements meet these criteria. The CompanyWe may provide multiple services under the terms of an arrangement and are required to assess whether one or more units of accounting are present.  FeesService fees are typically accounted for as one unit of accounting as fair value evidence for individual tasks or milestones is not available.  The Company followsWe follow the guidelines discussed above in determining revenues; however, certain judgments and estimates are made and used to determine revenues recognized in any accounting period. If estimates are revised, material differences may result in the amount and timing of revenues recognized for a given period.

Revenues are presented net of taxes assessed by governmental authorities.  Sales taxes are generally collected and subsequently remitted on all software and hardware sales and certain services transactions as appropriate.
 
    Our allowanceAllowance for doubtful accounts is based upon specific identification of likely and probable losses. Each accounting period, we evaluate accounts receivable is evaluated for risk associated with a client's inability to make contractual payments, historical experience and other currently available information. Billed and unbilled receivables that are specifically identified as being at risk are provided for with a charge to revenue or bad debts as appropriate in the period the risk is identified. We use considerableConsiderable judgment is used in assessing the ultimate realization of these receivables, including reviewing the financial stability of the client, evaluating the successful mitigation of service delivery disputes, and gauging current market conditions. If ourthe evaluation of service delivery issues or a client's ability to pay is incorrect, we may incur future reductions to revenue or bad debt expense.expense may be incurred.

Goodwill, Other Intangible Assets and Impairment of Long-Lived Assets
 
Goodwill represents the excess purchase price over the fair value of net assets acquired, or net liabilities assumed, in a business combination. In accordance with SFAS 142, the Company performsASC Topic 350, we perform an annual impairment test of goodwill. The Company evaluatesWe evaluate goodwill as of October 1 each year and more frequently if events or changes in circumstances indicate that goodwill might be impaired.  As required by SFAS 142,ASC Topic 350, the impairment test is accomplished using a two-step approach.  The first step screens for impairment and, when impairment is indicated, a second step is employed to measure the impairment. The Company also reviews other factors to determine the likelihood of impairment.

 
    The Company’s
28

Our annual goodwill impairment test was performed as of October 1, 2009.  Our fair value as of the annual testing date exceeded our book value and consequently, no impairment was indicated.

Our fair value was determined by weighting the results of two valuation methods: 1) market capitalization based on the average price of the Company’sour common stock, including a control premium, for a reasonable period of time prior to the evaluation date (generally 15 to 30 days) and 2) a discounted cash flow model.  The fair value calculated using the Company’sour average common stock price (including a control premium) was weighted 40% while the value calculated by the discounted cash flow model was weighted 60% in the Company’sour determination of itsour overall fair value.  Management believes that whileWhile the use of itsour average common stock price, plus a control premium, may be considered the best evidence of fair value in SFAS 142,ASC Topic 350, we believe the declines in the Company’sour stock price over the past two years, and in the market overall, are not consistently aligned with the Company’sour financial results or outlook.  The discounted cash flow approach allows the Companyus to calculate itsour fair value based on operating performance and meaningful financial metrics.
 
A key assumption used in the calculation of the Company’sour fair value using itsour average common stock price was the consideration of a control premium.  The CompanyWe reviewed industry premium data and determined an appropriate control premium for itsthe analysis based on the low end of any premium received in transactions over the past several years.
  
Significant estimates used in the discounted cash flow model included projections of revenue growth, net income margins, discount rate, and terminal business value. The forecasts of revenue growth and net income margins are based upon management’sour long-term view of the business and are used by senior management and the Board of Directors to evaluate operating performance. The discount rate utilized was estimated using the weighted average cost of capital for the Company’sour industry. The terminal business value was determined by applying a growth factor to the latest year for which a forecast exists. 



29
Other intangible assets include customer relationships, non-compete arrangements and internally developed software, which are being amortized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives range from three to eight years. Amortization of customer relationships, non-compete arrangements and internally developed software areis considered an operating expensesexpense and areis included in “Amortization” in the accompanying Consolidated Statements of Operations. The CompanyWe periodically reviewsreview the estimated useful lives of itsour identifiable intangible assets, taking into consideration any events or circumstances that might result in a lack of recoverability or revised useful life.
 
    The Company’s annual goodwill impairment test was performed as of October 1, 2008.  The Company’s fair value as of the annual testing date exceeded its book value and consequently, no impairment was indicated.
During the fourth quarter of 2008,2009, our stock price continued trading above its book value.  Based on the Company determinedcontinued upward trend of our stock price and positive business and market outlook for the information technology services industry, we did not experience a significant adverse change in our business climate and therefore do not believe a triggering event occurred that the continuous tradingwould require a detailed test of its common stock below book value was a possible indicator ofgoodwill for impairment to goodwill or long-lived assets as defined under SFAS 142 and SFAS 144, triggering the necessity of impairment tests as of December 31, 2008. In accordance with SFAS 142,2009.   We will continue to monitor the Company tested its long-lived assets for impairment prior to performing an interim testtrend of goodwill impairment.  Assets were grouped together to test recoverability based on the lowest level of identifiable cash flows directly attributable to those assets.  Fair values of the identified asset groups were calculated using a discounted cash flow model. Key assumptions used in the discounted cash flow model for calculating the fair value of the asset groups were similar in nature to those described above.  Based on the valuations performed, the Company determined that the cash flows of one of the identified asset groups would not be sufficient to recover the group’s carrying amount. Consequently, we recorded an impairment of $1.6 million primarily related to customer relationship intangible assets acquired from E Tech.  The value of these relationships was affected primarily by the loss of a key customer acquired by E Tech, which caused cash flows from the acquired relationships to be lower than originally projected.
    After recording the impairment of the E Tech customer relationships intangible asset, the Company performed the first step of the goodwill impairment test and based on the weighted average of market capitalization, including a control premium, and discounted cash flow analysis, goodwill was not impaired as of December 31, 2008. Changes in management intentions, market conditions, our stock value, operating performance, and other similar circumstances could affect the assumptions used in the future for the impairment tests described above. Changes in the assumptions could result in future impairment charges that could be material to our financial results in any given period.
    Subsequent to December 31, 2008 our stock price has declined.  Accordingly, the Company will continue to evaluate the carrying value of the remaining goodwill and intangible assetsother market indicators to determine whether the decline in stock price is an indication that there is a triggering event that may require the Companyus to perform an interim impairment test in the future and record impairment charges to earnings, which could adversely affect the Company’sour financial results.

Purchase Accounting
 
We allocate the purchase price of our acquisitions to the assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Such fair market value assessments require significant judgments and estimates that can change materially as additional information becomes available. The purchase price is allocated to intangibles based on management'sour estimate and an independent valuation. Management finalizesWe finalize the purchase price allocation within twelve months of the acquisition date as certain initial accounting estimates are resolved.

Accounting for Stock-Based Compensation
 
    The Company estimatesWe estimate the fair value of stock option awards on the date of grant utilizing a modified Black-Scholes option pricing model. The Black-Scholes option valuation model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. However, certain assumptions used in the Black-Scholes model, such as expected term, can be adjusted to incorporate the unique characteristics of the Company’sour stock option awards. Option valuation models require the input of somewhat subjective assumptions including expected stock price volatility and expected term. The Company believesWe believe it is unlikely that materially different estimates for the assumptions used in estimating the fair value of stock options granted would be made based on the conditions suggested by actual historical experience and other data available at the time estimates were made. Restricted stock awards are valued at the price of our common stock on the date of the grant.

29

Income Taxes
 
To record income tax expense, we are required to estimate our income taxes in each of the jurisdictions in which we operate. In addition, income tax expense at interim reporting dates requires us to estimate our expected effective tax rate for the entire year. This involves estimating our actual current tax liability together with assessing temporary differences that result in deferred tax assets and liabilities and expected future tax rates.




30


Recent Accounting Pronouncements
 
    Effective January 1, 2008, the Company adopted SFAS No. 159,Our recent accounting pronouncements are fully described in Note 2, The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendmentSummary of SFAS No. 115Significant Accounting Policies, (“SFAS 159”). SFAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS 159 did not have a material impact on the Company’s consolidated financial statements.
    Effective January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (“SFAS 157”).  In February 2008, the FASB issued Staff Position No. 157-2, Effective Date of FASB Statement No. 157 (“FSP 157-2”), which delayed the effective date of SFAS 157 for certain nonfinancial assets and liabilities, including fair value measurements under SFAS No. 141, Business Combinations (“SFAS 141”) and SFAS 142, to fiscal years beginning after November 15, 2008.  Therefore, the Company has adopted the provisions of SFAS 157 with respect to its financial assets and liabilities only.  SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  Fair value is defined under SFAS 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques usedNotes to measure fair value under SFAS 157 must maximize the use of observable inputs and minimize the use of unobservable inputs.  The standard describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:
·  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.
    As of December 31, 2008, the Company did not hold any assets or liabilities that are required to be measured at fair value on a recurring basis, and therefore the adoption of the respective provisions of SFAS 157 did not have an impact on the Company’s consolidated financial statements.  On January 1, 2009, the Company will implement the previously deferred provisions of SFAS 157 for nonfinancial assets and liabilities recorded at fair value, as required. Management does not believe that the remaining provisions will have a material effect on the Company’s consolidated financial statements when they become effective.
    In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”).  The statement is intended to improve financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are prepared in accordance with generally accepted accounting principles. Unlike Statement on Auditing Standards (“SAS”) No. 69, The Meaning of Present Fairly in Conformity With GAAP, SFAS 162 is directed to the entity rather than the auditor. The statement was effective November 15, 2008, after approval by the SEC which occurred in September 2008.  The application of this statement did not have a material impact on the Company’s consolidated financial statements.
    In April 2008, the FASB issued FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”).  FSP 142-3 requires companies estimating the useful life of a recognized intangible asset to consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, to consider assumptions that market participants would use about renewal or extension as adjusted for SFAS 142’s entity-specific factors. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008.  Adoption of this statement is not expected to have a material impact on the Company’s consolidated financial statements when it becomes effective.
    In December 2007, FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”), which is a revision of SFAS 141.  SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The revised statement will require, among other things, that transaction costs be expensed instead of recognized as purchase price. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after January 1, 2009. Consolidated Financial Statements.

Off-Balance Sheet Arrangements
 
    The Company currently hasWe have no off-balance sheet arrangements, except operating lease commitments as disclosed in Note 10,11, Commitments and Contingencies,. in the Notes to Consolidated Financial Statements.




31


Item 7A.Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks related to changes in foreign currency exchange rates and interest rates.  We believe our exposure to market risks is immaterial.

Exchange Rate Sensitivity
 
    During the year ended December 31, 2008, $2.5 million and $2.7 million of our total revenues were attributableWe are exposed to our Canadian operations and revenues generated in Europe, respectively. Our exposure tomarket risks associated with changes in foreign currency exchange rates primarily arises from short-term intercompanybecause we generate a portion of our revenues and incur a portion of our expenses in currencies other than the U.S. dollar.  As of December 31, 2009, we were exposed to changes in exchange rates between the U.S. dollar and the Canadian dollar, between the U.S. dollar and the Chinese Yuan, and between the U.S. dollar and the Indian Rupee.  We have not hedged foreign currency exposures related to transactions with our Canadian, Chinese, and Indian subsidiaries and from client receivables denominated in currencies other than our functional currency.U.S. dollars. Our exposure to foreign subsidiaries incur a significant portion of their expenses in their applicable currency as well, which helps minimize our risk of exchange rate fluctuations.  Based on the amount of revenues attributed to clients in Canada and Europe during the year ended December 31, 2008, this exchange rate risk willis not have a material impact on our financial position or results of operations.significant.

Interest Rate Sensitivity
 
We had unrestricted cash, and cash equivalents and investments totaling $22.9$28.0 million and $8.1$22.9 million at December 31, 20082009 and December 31, 2007,2008, respectively.  These amounts were invested primarily inThe cash equivalents consist of money market funds. The unrestricted cashfunds and cash equivalentsthe investments consist of corporate bonds, commercial paper, certificates of deposit, U.S. treasury bills and U.S. agency bonds, which are held for working capital purposes.subject to market risk due to changes in interest rates.  Fixed interest rate securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall.  We do not enter into investments for trading or speculative purposes. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fairmarket value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future investmentinterest income.

 




3230


Item 8.Financial Statements and Supplementary Data.
PERFICIENT, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 20082009 AND 20072008

 December 31,  December 31, 
 2008 2007  2009 2008 
ASSETS (In thousands, except share information)  (In thousands, except share information) 
Current assets:          
Cash and cash equivalents  $22,909  $8,070  $17,975  $22,909 
Accounts and note receivable, net of allowance for doubtful accounts of $1,497 in 2008 and $1,475 in 2007  47,584   50,855 
Short-term investments  6,327  -- 
Total cash, cash equivalents and short-term investments 24,302 22,909 
Accounts and note receivable, net of allowance for doubtful accounts of $315 in 2009 and $1,497 in 2008  38,244   47,584 
Prepaid expenses  1,374   1,182   1,258   1,374 
Other current assets   3,157   4,142   1,534   3,157 
Total current assets   75,024   64,249   65,338   75,024 
Long-term investments 3,652 -- 
Property and equipment, net   2,345   3,226   1,278   2,345 
Goodwill   104,178   103,686   104,168   104,178 
Intangible assets, net  11,456   17,653   7,605   11,456 
Other non-current assets   1,244   1,178   2,769   1,244 
Total assets $194,247  $189,992  $184,810  $194,247 
              
LIABILITIES AND STOCKHOLDERS' EQUITY              
Current liabilities:              
Accounts payable  $4,509  $4,160  $3,657  $4,509 
Other current liabilities   14,339   18,550   11,476   14,339 
Total current liabilities   18,848   22,710   15,133   18,848 
Deferred income taxes  --   1,549 
Other non-current liabilities  581  171   1,329  581 
Total liabilities  $19,429  $24,430  $16,462  $19,429 
              
Commitments and contingencies (see Notes 4 and 10)       
Commitments and contingencies (see Note 11) --    -- 
              
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 
Common stock ($0.001 par value per share; 50,000,000 shares authorized and 31,621,089 shares issued and 27,082,569 shares outstanding as of December 31, 2009; 30,350,700 shares issued and 28,502,400 shares outstanding as of December 31, 2008)  $32  $30 
Additional paid-in capital   197,653   188,998   208,003   197,653 
Accumulated other comprehensive loss   (338)   (117)  (273)   (338)
Treasury stock, at cost (1,848,300 shares as of December 31, 2008) (9,179)  -- 
Treasury stock, at cost (4,538,520 shares as of December 31, 2009; 1,848,300 shares as of December 31, 2008) (27,529)  (9,179)
Accumulated deficit   (13,348)   (23,348)  (11,885)   (13,348)
Total stockholders' equity   174,818   165,562   168,348   174,818 
Total liabilities and stockholders' equity  $194,247  $189,992  $184,810  $194,247 
 
See accompanying notes to consolidated financial statements.
 




3331


PERFICIENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 2007 AND 20062007

 Year Ended December 31,  Year Ended December 31, 
 2008 2007 2006  2009 2008 2007 
Revenues: (In thousands, except per share information)  (In thousands, except share and per share information) 
Services $207,480  $191,395  $137,722  $166,397  $207,480  $191,395 
Software and hardware  10,713   14,243   14,435   12,968   10,713   14,243 
Reimbursable expenses  13,295   12,510   8,769   8,785   13,295   12,510 
Total revenues   231,488   218,148   160,926   188,150   231,488   218,148 
Cost of revenues (exclusive of depreciation and amortization, shown separately below):                
Project personnel costs  131,019   114,692   84,161   114,877   131,019   114,692 
Software and hardware costs  8,639   11,982   12,118   11,641   8,639   11,982 
Reimbursable expenses  13,295   12,510   8,769   8,785   13,295   12,510 
Other project related expenses  5,033   3,274   2,122   4,514   5,033   3,274 
Total cost of revenues   157,986   142,458   107,170   139,817   157,986   142,458 
                    
Gross margin  73,502   75,690   53,756   48,333   73,502   75,690 
                    
Selling, general and administrative   47,242   41,963   32,268   40,042   47,242   41,963 
Depreciation   2,139   1,553   948   1,483   2,139   1,553 
Amortization  4,810   4,712   3,458   4,267   4,810   4,712 
Impairment of intangible assets  1,633  --  --   --  1,633  -- 
Income from operations   17,678   27,462   17,082   2,541   17,678   27,462 
          
Interest income   555   239   102 
Interest expense   (27)   (67)  (509)
Other income (expense)  (915)   20   174 
Net interest income   209   528   172 
Net other income (expense)  260   (915)  20 
Income before income taxes   17,291   27,654   16,849   3,010   17,291   27,654 
Provision for income taxes   7,291   11,424   7,282   1,547   7,291   11,424 
                    
Net income  $10,000  $16,230  $9,567  $1,463  $10,000  $16,230 
                    
Basic net income per share $0.34  $0.58  $0.38  $0.05  $0.34  $0.58 
Diluted net income per share $0.33  $0.54  $0.35  $0.05  $0.33  $0.54 
Shares used in computing basic net income per share   29,412,329   27,998,093   25,033,337   27,538,300   29,412,329   27,998,093 
Shares used in computing diluted net income per share   30,350,616   30,121,962   27,587,449   28,558,160   30,350,616   30,121,962 

See accompanying notes to consolidated financial statements.
 



3432

PERFICIENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 2007 AND 20062007
(In thousands) 

 Common  Common  Additional  
Accumulated
 Other
        Total  Common  Common  Additional  
Accumulated
 Other
        Total 
 Stock  Stock  Paid-in  Comprehensive  Treasury  Accumulated  Stockholders'  Stock  Stock  Paid-in  Comprehensive  Treasury  Accumulated  Stockholders' 
 Shares  Amount  Capital  Loss  Stock  Deficit  Equity  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 
Balance at December 31, 2006  26,700  $27  $147,028  $(125) $--  $(39,578) $107,352 
Acquisition purchase accounting adjustments  1,250   1   24,975   --   --   --   24,976 
Proceeds from the exercise of stock options and sales of stock through the Employee Stock Purchase Plan  1,171   1   3,902   --   --   --   3,903 
Tax benefit of stock option exercises and restricted stock vesting  --   --   6,554   --   --   --   6,554   --   --   6,889   --   --   --   6,889 
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 
Stock compensation related to restricted stock vesting   302   --   6,204   --   --   --   6,204 
Foreign currency translation adjustment   --   --   --   8   --   --   8   --   --   --   8   --   --   8 
Net income   --   --   --   --   --   16,230   16,230   --   --   --   --   --   16,230   16,230 
Total comprehensive income  --   --   --   --   --       16,238   --   --   --   --   --   --   16,238 
Balance at December 31, 2007  29,423  $29  $188,998  $(117) $--  $(23,348) $165,562   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 
Acquisition purchase accounting adjustments  (19)   --   (290)   --   --   --   (290) 
Proceeds from the exercise of stock options and sales of stock through the Employee Stock Purchase Plan  367   1   922   --   --   --   923 
Net tax shortfall from stock option exercises and restricted stock vesting  --   --   (922)   --   --   --   (922) 
Stock compensation related to restricted stock vesting and retirement savings plan contributions  579   --   8,945   --   --   --   8,945 
Purchases of treasury stock  (1,848)   --   --   --   (9,179)  --   (9,179)  (1,848)   --   --   --   (9,179)  --   (9,179)
Foreign currency translation adjustment   --   --   --   (221)   --   --   (221)   --   --   --   (221)   --   --   (221) 
Net income   --   --   --   --   --   10,000   10,000   --   --   --   --   --   10,000   10,000 
Total comprehensive income  --   --   --   --   --       9,779   --   --   --   --   --   --   9,779 
Balance at December 31, 2008   28,502  $30  $197,653  $(338)  $(9,179)  $(13,348)  $174,818   28,502  $30  $197,653  $(338)  $(9,179)  $(13,348)  $174,818 
Proceeds from the exercise of stock options and sales of stock through the Employee Stock Purchase Plan  298   1   974   --   --   --   975 
Net tax shortfall from stock option exercises and restricted stock vesting  --   --   (459)  --   --   --   (459)
Stock compensation related to restricted stock vesting and retirement savings plan contributions  973   1   9,835   --   --   --   9,836 
Purchases of treasury stock  (2,690)  --   --   --   (18,350)  --   (18,350)
Net unrealized loss on investments  --   --   --   (5)  --   --   (5)
Foreign currency translation adjustment   --   --   --   70   --   --   70 
Net income   --   --   --   --   --   1,463   1,463 
Total comprehensive income  --   --   --   --   --   --   1,528 
Balance at December 31, 2009   27,083  $32  $208,003  $(273)  $(27,529)  $(11,885)  $168,348 

See accompanying notes to consolidated financial statements. 
 


33

35


PERFICIENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 2007 AND 20062007

  Year Ended December 31, 
  2009  2008  2007 
OPERATING ACTIVITIES    (In thousands)    
Net income   $1,463  $10,000  $16,230 
Adjustments to reconcile net income to net cash provided by operations:            
Depreciation   1,483   2,139   1,553 
Amortization   4,267   4,810   4,712 
Impairment of intangible assets  --   1,633    -- 
Deferred income taxes  (18)   (1,769)   (495) 
Non-cash stock compensation and retirement savings plan contributions  9,836   8,945   6,204 
Tax benefit from stock option exercises and restricted stock vesting   (583)   (700)   (6,889) 
             
Changes in operating assets and liabilities, net of acquisitions:            
Accounts and note receivable  9,427   3,081   (1,589)
Other assets  (342)   (568)   10,145 
Accounts payable  (884)  399   (1,694) 
Other liabilities  (2,086)   (2,824)   (5,126)
Net cash provided by operating activities   22,563   25,146   23,051 
             
INVESTING ACTIVITIES            
Purchase of investments  (9,984)   --   -- 
Purchase of property and equipment   (415)   (1,320)   (2,035)
Capitalization of software developed for internal use   (311)   (185)   (181)
Cash paid for acquisitions and related costs   --   (836)   (26,774)
Net cash used in investing activities   (10,710)   (2,341)   (28,990)
             
FINANCING ACTIVITIES            
Proceeds from short-term borrowings  --   --   11,900 
Payments on short-term borrowings  --   --   (11,900)
Payments on long-term debt   --   --   (1,338)
Payments for credit facility financing fees   --   (420)  -- 
Tax benefit from stock option exercises and restricted stock vesting  583   700   6,889 
Proceeds from the exercise of stock options and sales of stock through the Employee Stock Purchase Plan  975   923   3,903 
Purchases of treasury stock  (18,350)   (9,179)   -- 
Net cash provided by (used in) financing activities   (16,792)   (7,976)   9,454 
Effect of exchange rate on cash and cash equivalents   5   10   6 
Change in cash and cash equivalents   (4,934)   14,839   3,521 
Cash and cash equivalents at beginning of period   22,909   8,070   4,549 
Cash and cash equivalents at end of period  $17,975  $22,909  $8,070 
             
Supplemental disclosures:            
Cash paid for interest $50  $15  $40 
Cash paid for income taxes  $1,831  $10,206  $3,680 
Non-cash activities:            
Stock issued for purchase of businesses (stock reacquired for escrow claim) $--  $(290) $24,976 
  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) $--  $-- 


See accompanying notes to consolidated financial statements.
 




3634


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20082009
 
1.   Description of Business and Principles of Consolidation
 
Perficient, Inc. (the “Company”) is an information technology consulting firm. The Company helps its clients use Internet-based technologies to make their businesses more responsive to market opportunities and threats, strengthen relationships with customers, suppliers and partners, improve productivity and reduce information technology costs. The Company designs, builds and delivers solutions using a core set of middleware software products developed by third party vendors. The Company's solutions enable its clients to meet the changing demands of an increasingly global, Internet-driven and competitive marketplace.
 
The Company is incorporated in Delaware. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

2.   Summary of Significant Accounting Policies
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the financial statements.

Reclassification
 
The Company has reclassified the presentation of certain prior period information to conform to the current year presentation.

Changes in Accounting Policy

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168”).  This statement modifies the Generally Accepted Accounting Principles (“GAAP”) hierarchy by establishing only two levels of GAAP, authoritative and non-authoritative. Effective July 1, 2009, the FASB Accounting Standards Codification (“ASC”), also known collectively as the “Codification,” is considered the single source of authoritative U.S. accounting and reporting standards, except for additional authoritative rules and interpretive releases issued by the U.S Securities Exchange and Commission (“SEC”).  The Codification was developed to organize GAAP pronouncements by topic so users can more easily access authoritative accounting guidance.  It is organized by topic, subtopic, section, and paragraph, each of which is identified by a numerical designation.  This statement applied beginning in the third quarter of 2009.  All accounting references herein have been updated with ASC references, however, the SFAS references have been included in parenthesis for the reader’s reference.

Revision of Previously Issued Financial Statements
During the third quarter of 2009, the Company identified a cash flow presentation adjustment related to the reversal of a deferred tax asset resulting from the exercise of stock options or vesting of stock awards.  The Company has determined the impact of the adjustment is not considered material to the consolidated results of operations, financial position or cash flows for the year ended December 31, 2008.  The Company revised the previously issued Consolidated Statement of Cash Flows for the year ended December 31, 2008, as presented in this Form 10-K.

The revision decreased the “Net cash provided by operating activities” and decreased the “Net cash used in financing activities” in the Consolidated Statement of Cash Flows for the year ended December 31, 2008 by approximately $1.6 million.  There was no impact on “Net cash provided by operating activities” or “Net cash used in financing activities” for the year ended December 31, 2007.  The adjustment had no impact on the Consolidated Balance Sheet or the Consolidated Statement of Operations for the year ended December 31, 2008 or on the Consolidated Statement of Operations for the year ended December 31, 2007.
35

PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2009

Revenue Recognition and Allowance for Doubtful Accounts
 
Revenues are primarily derived from professional services provided on a time and materials basis. For time and material contracts, revenues are recognized and billed by multiplying the number of hours expended in the performance of the contract by the established billing rates. For fixed fee projects, revenues are generally recognized using the input method based on the ratio of hours expended to total estimated hours. Amounts invoiced to clientsand collected in excess of revenues recognized are classified as deferred revenues. On many projects the Company is also reimbursed for out-of-pocket expenses such as airfare, lodging and meals.  These reimbursements are included as a component of revenues. Revenues from software and hardware sales are generally recorded on a gross basis based on the Company's role as a principal in the transaction.  On rare occasions, the Company enters into a transaction where it is not the principal.  In these cases, revenue is recorded on a net basis.

Unbilled revenues represent the project time and expenses that have been incurred, but not yet billed to the client, prior to the end of the fiscal period.  For time and materials projects, the client is invoiced for the amount of hours worked times the billing rates as stated in the contract. For fixed fee arrangements, the client is invoiced according to the agreed-upon schedule detailing the amount and timing of payments in the contract.  Clients are typically billed monthly for services provided during that month, but can be billed on a more or less frequent basis as determined by the contract.  If the time and expenses are worked/incurred and approved at the end of a fiscal period and the invoice has not yet been sent to the client, the amount is recorded as unbilled revenue once the Company verifies all other revenue recognition criteria have been met.

Revenues are recognized when the following criteria are met: (1) persuasive evidence of the customer arrangement exists, (2) fees are fixed and determinable, (3) delivery and acceptance have occurred, and (4) collectibility is deemed probable. The Company’s policy for revenue recognition in instances where multiple deliverables are sold contemporaneously to the same counterparty is in accordance with AmericanASC Subtopic 985-605 (American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) 97-2,Software Revenue Recognition Emerging), ASC Subtopic 605-25 (Emerging Issues Task Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables), and SEC StaffASC Section 605-10-S99 (Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition). Specifically, if the Company enters into contracts for the sale of services and software or hardware, then the Company evaluates whether the services are essential to the functionality of the software or hardware and whether it has objective fair value evidence for each deliverable in the transaction. If the Company has concluded that the services to be provided are not essential to the functionality of the software or hardware and it can determine objective fair value evidence exists for each deliverable of the transaction, then it accounts for each deliverable in the transaction separately, based on the relevant revenue recognition policies. Generally, all deliverables of the Company’s multiple element arrangements meet these criteria. The Company may provide multiple services under the terms of an arrangement and areis required to assess whether one or more units of accounting are present.  FeesService fees are typically accounted for as one unit of accounting as fair value evidence for individual tasks or milestones is not available.  The Company follows the guidelines discussed above in determining revenues; however, certain judgments and estimates are made and used to determine revenues recognized in any accounting period. If estimates are revised, material differences may result in the amount and timing of revenues recognized for a given period.

Revenues are presented net of taxes assessed by governmental authorities.  Sales taxes are generally collected and subsequently remitted on all software and hardware sales and certain services transactions as appropriate.






37

PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2008Allowance for doubtful accounts is based upon specific identification of likely and probable losses. Each accounting period, accounts receivable is evaluated for risk associated with a client's inability to make contractual payments, historical experience and other currently available information.

Cash and Cash Equivalents
 
Cash equivalents consist primarily of cash deposits and investments with original maturities of 90 days or less when purchased.

Investments

The Company invests a portion of its excess cash in short-term and long-term investments.  The short-term investments consist of corporate bonds, commercial paper and certificates of deposit with original maturities greater than three months and remaining maturities of less than one year.  The long-term investments consist of U.S. treasury bills and U.S. agency bonds with original maturities of greater than one year.  At December 31, 2009, all of the Company’s investments were classified as available-for-sale and were valued in accordance with the fair value hierarchy specified in ASC Subtopic 820-10 (SFAS No. 157, Fair Value Measurements).
 
36

PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2009

Property and Equipment
 
Property and equipment are recorded at cost. Depreciation of property and equipment is computed using the straight-line method over the useful lives of the assets (generally one to five years). Leasehold improvements are amortized over the shorter of the life of the lease or the estimated useful life of the assets.

Goodwill, Other Intangible Assets and Impairment of Long-Lived Assets
 
Goodwill represents the excess purchase price over the fair value of net assets acquired, or net liabilities assumed, in a business combination. In accordance with Statement of Financial Accounting Standards (“SFAS”)ASC Topic 350 (SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), the Company performs an annual impairment test of goodwill. The Company evaluates goodwill as of October 1 each year and more frequently if events or changes in circumstances indicate that goodwill might be impaired.  As required by SFAS 142,ASC Topic 350, the impairment test is accomplished using a two-step approach.  The first step of the goodwillscreens for impairment test compares the fair value ofand, when impairment is indicated, a reporting unit with its carrying amount, including goodwill.  If, based on the second step it is determined thatemployed to measure the implied fair value of the goodwill of the reporting unit is less than the carrying value, goodwill is considered impaired.impairment.

Other intangible assets include customer relationships, non-compete arrangements and internally developed software, which are being amortized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives range from three to eight years. Amortization of customer relationships, non-compete arrangements and internally developed software areis considered an operating expensesexpense and areis included in “Amortization” in the accompanying Consolidated Statements of Operations. The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in a lack of recoverability or revised useful life.

    DuringThe Company will continue to monitor the fourth quartertrend of 2008,its stock price, other market indicators and its operating results to determine whether there is a triggering event that may require the Company determined thatto perform an interim impairment test in the continuous trading of its common stock below book value was a possible indicator offuture and record impairment charges to goodwill or long-lived assets as defined under SFAS 142 and SFAS No. 144, Accounting forearnings, which could adversely affect the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), triggering the necessity of impairment tests as of December 31, 2008. As a result of the tests performed, the Company recorded a $1.6 million impairment primarily related to the customer relationships we acquired from e tech solutions, Inc. (“E Tech’).  The value of these relationships was affected primarily by the loss of a key customer acquired by E Tech, which caused cash flows from the acquired relationships to be lower than originally projected.Company’s financial results.
 
Income Taxes
 
The Company accounts for income taxes in accordance with SFASASC Subtopic 740-10 (SFAS No. 109, Accounting for Income Taxes, (“SFAS 109”), and FinancialASC Section 740-10-25 (Financial Accounting Standards Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of SFAS 109 (“FIN 48”)109). SFAS 109ASC Subtopic 740-10 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are subject to tests of recoverability. A valuation allowance is provided for such deferred tax assets to the extent realization is not judged to be more likely than not.  FIN 48ASC Subtopic 740-10-25 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48ASC Subtopic 740-10-25 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. The Company adopted the provisions of FIN 48ASC Subtopic 740-10-25 on January 1, 2007 as required and such adoption did not have a material impact to the consolidated financial statements.
 



38


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2008

Earnings Per Share
 
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share includes the weighted average number of common shares outstanding and the number of equivalent shares which would be issued related to the stock options, unvested restricted stock, and warrants using the treasury method, unless such additional equivalent shares are anti-dilutive.

Stock-Based Compensation
 
    Effective January 1, 2006, the Company adopted the provisions of SFASStock-based compensation is accounted for in accordance with ASC Topic 718 (SFAS No. 123R (As Amended), Share Based Payment (“SFAS 123R”), using the modified prospective application transition method.. Under this method, compensation cost for the portion of awards for which the requisite service has not yet been rendered that are outstanding as of the adoption date is recognized over the remaining service period. The compensation cost for that portion of awards is based on the grant-date fair value of those awards as calculated for pro-forma disclosures under SFAS No. 123. All new awards and awards that are modified, repurchased, or cancelled after the adoption date are accounted for under the provisions of SFAS 123R. Prior periods are not restated under this transition method. The Company recognizes share-based compensation ratably using the straight-line attribution method over the requisite service period. In addition, pursuant to SFAS 123R,ASC Topic 718, the Company is required to estimate the amount of expected forfeitures when calculating share-based compensation, instead of accounting for forfeitures as they occur, which was the Company's practice prior to the adoption of SFAS 123R.ASC Topic 718.

37

PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2009
Deferred Rent
 
Certain of the Company’s operating leases contain predetermined fixed escalations of minimum rentals during the original lease terms. For these leases, the Company recognizes the related rental expense on a straight-line basis over the life of the lease and records the difference between the amounts charged to operations and amounts paid as accrued rent expense.

Fair Value of Financial Instruments
 
Cash equivalents, accounts receivable, accounts payable, other accrued liabilities, and debt are stated at amounts which approximate fair value due to the near term maturities of these instruments.  Investments are stated at amounts which approximate fair value based on quoted market prices or other observable inputs.

Treasury Stock
 
The Company uses the cost method to account for repurchases of its own stock.
 
Segment Information
 
The Company operates as one reportable operating segment according to SFASASC Topic 280 (SFAS No. 131,Disclosures about Segments of an Enterprise and Related Information), which establishes standards for the way that business enterprises report information about operating segments. The chief operating decision maker formulates decisions about how to allocate resources and assess performance based on consolidated financial results. The Company also has one reporting unit for purposes of the SFAS 142goodwill impairment analysis discussed above.

Recently Issued Accounting StandardsPronouncements
 
Effective January 1, 2009, the Company adopted ASC Paragraph 350-30-50-2 (Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) No. 142-3, Determination of the Useful Life of Intangible Assets).  ASC Paragraph 350-30-50-2 requires companies estimating the useful life of a recognized intangible asset to consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, to consider assumptions that market participants would use about renewal or extension as adjusted for ASC Topic 350’s entity-specific factors. The adoption of ASC Paragraph 350-30-50-2 did not have a material impact on the Company’s consolidated financial statements.
Effective January 1, 2009, the Company adopted ASC Topic 805 (SFAS No. 141 (revised 2007), Business Combinations).  ASC Topic 805 establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The revised statement requires, among other things, that transaction costs be expensed instead of recognized as purchase price. ASC Topic 805 applies prospectively to business combinations for which the acquisition date is on or after January 1, 2009. 

Effective January 1, 2009, the Company adopted ASC Subtopic 805-20 (FSP No. SFAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies), to amend and clarify the initial recognition and measurement, subsequent measurement and accounting, and related disclosures arising from contingencies in a business combination under ASC Topic 805. Under the new guidance, assets acquired and liabilities assumed in a business combination that arise from contingencies should be recognized at fair value on the acquisition date if fair value can be determined during the measurement period.  If fair value can not be determined, acquired contingencies should be accounted for using existing guidance.  ASC Subtopic 805-20 applies to business combinations for which the acquisition date is on or after January 1, 2009.

Effective September 30, 2009, the Company adopted ASC Subtopic 855-10 (SFAS No. 165, Subsequent Events), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued.  ASC Subtopic 855-10 sets forth the period after the balance sheet date during which management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  The Company adopted ASC Subtopic 855-10 as required; adoption did not have a material impact on the Company’s consolidated financial statements.  

38

PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2009

In June 2009, the FASB issued SFAS 168.  This statement modifies the GAAP hierarchy by establishing only two levels of GAAP, authoritative and non-authoritative. Effective July 1, 2009, the ASC is considered the single source of authoritative U.S. accounting and reporting standards, except for additional authoritative rules and interpretive releases issued by the SEC.  The Codification was developed to organize GAAP pronouncements by topic so that users can more easily access authoritative accounting guidance.  It is organized by topic, subtopic, section, and paragraph, each of which is identified by a numerical designation.  This statement was applied beginning in the third quarter of 2009.  All accounting references herein have been updated with ASC references, however, the SFAS references have been included in parenthesis for the reader’s reference.

On June 12, 2009, the FASB issued ASC Topic 810, Amendments to FASB Interpretation No. 46(R).  This statement is a revision to FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impacts the entity’s economic performance.  The statement is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or January 1, 2010 for companies reporting on a calendar year basis.  The Company is currently evaluating the impact of ASC Topic 810 on its financial statements; however, management does not believe that it will have a material impact.

In October 2009, the FASB issued ASC Subtopic 605-25, Revenue Recognition – Multiple-Element Arrangements, an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminates the use of the residual method for allocating arrangement consideration and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  The Company is currently evaluating the impact of ASC Subtopic 605-25 on its financial statements; however, management does not believe that it will have a material impact.

In October 2009, the FASB issued ASC Subtopic 985-605, Software-Revenue Recognition, an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition accounting standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  The Company is currently evaluating the impact of ASC Subtopic 983-605 on its financial statements; however, management does not believe that it will have a material impact.

Effective January 1, 2008, the Company adopted SFASASC Subtopic 825-10 (SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of SFAS No. 115 (“SFAS 159”).  SFAS 159ACS Subtopic 825-10 permits companies to choose to measure many financial instruments and certain other items at fair value.  SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS 159ACS Subtopic 825-10 did not have a material impact on the Company’s consolidated financial statements.
 



39


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2008
Effective January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (“SFAS 157”).ASC Subtopic 820-10.  In February 2008, the FASB issued Staff PositionASC Paragraphs 820-10-50-8A, 55-23A, and 55-23B (FSP No. 157-2, Effective Date of FASB Statement No. 157 (“FSP 157-2”), which delayed the effective date of SFAS 157ASC Subtopic 820-10 for certain nonfinancialnon-financial assets and liabilities, including fair value measurements under SFAS No. 141, Business Combinations (“SFAS 141”)ASC Topic 805 and SFAS 142,ASC Topic 350 of goodwill and other intangible assets, to fiscal years beginning after November 15, 2008.  Therefore, the Company has adopted the provisions of SFAS 157 with respect to its financial assets and liabilities only.  SFAS 157ASC Subtopic 820-10 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  Fair value is defined under SFAS 157ASC Subtopic 820-10 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value under SFAS 157ASC Subtopic 820-10 must maximize the use of observable inputs and minimize the use of unobservable inputs.  The standard describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:
 
39

PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2009

·  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.

On January 1, 2009, the Company implemented the previously deferred provisions of ASC Subtopic 820-10 for non-financial assets and liabilities recorded at fair value, as required.
 
    AsRefer to Note 4, Investments and Fair Value Measurement, for the Company’s adoption of December 31, 2008, the Company did not hold anyASC Subtopic 820-10 as it relates to assets or liabilities that are required to be measured at fair value on a recurring basis,basis.  As of December 31, 2009, the Company did not hold any non-financial assets or liabilities that were required to be re-measured at fair value, and therefore the adoption of the respective provisions of SFAS 157 did not have an impact on the Company’s consolidated financial statements.  On January 1, 2009, the Company will implement the previously deferred provisions of SFAS 157 for nonfinancial assetsASC Paragraph 820-10-50-8A, 55-23A, and liabilities recorded at fair value, as required. Management does not believe that the remaining provisions will have a material effect on the Company’s consolidated financial statements when they become effective.
    In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”).  The statement is intended to improve financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are prepared in accordance with generally accepted accounting principles. Unlike Statement on Auditing Standards (“SAS”) No. 69, The Meaning of Present Fairly in Conformity With GAAP, SFAS 162 is directed to the entity rather than the auditor. The statement was effective November 15, 2008, after approval by the SEC which occurred in September 2008.  The application of this statement55-23B did not have a material impact on the Company’s consolidated financial statements.
  As discussed in Note 7,     In April 2008, the FASB issued FASB Staff Position No. 142-3, Determination of the Useful Life ofGoodwill and Intangible Assets (“FSP 142-3”).  FSP 142-3 requires companies estimating, the useful lifeCompany performed its annual goodwill impairment test during the fourth quarter of a recognized intangible asset to consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, to consider assumptions that market participants would use about renewal or extension as adjusted for SFAS 142’s entity-specific factors. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008.   Adoption of this statement is not expected to have a material impact on the Company’s consolidated financial statements when it becomes effective.
    In December 2007, FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”), which is a revision of SFAS 141.  SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The revised statement will require, among other things, that transaction costs be expensed instead of recognized as purchase price. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after January 1, 2009. 
 



40


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2008

3.   Net Income Per Share
 
The following table presents the calculation of basic and diluted net income per share (in thousands, except per share information):
 Year Ended December 31,  Year Ended December 31, 
 2008 2007 2006  2009 2008 2007 
Net income $10,000  $16,230  $9,567  $1,463  $10,000  $16,230 
Basic:                  
Weighted-average shares of common stock outstanding  29,338   27,442   23,783   27,538   29,338   27,442 
Weighted-average shares of common stock subject to contingency (i.e., restricted stock)  74   556   1,250 
Weighted-average shares of common stock subject to contingency (i.e. restricted stock)  --   74   556 
Shares used in computing basic net income per share  29,412   27,998   25,033   27,538   29,412   27,998 
                  
Effect of dilutive securities:                  
Stock options  835   1,707   2,281   610   835   1,707 
Warrants  6   8   74   6   6   8 
Restricted stock subject to vesting  98   409   199   404   98   409 
Shares used in computing diluted net income per share (1)  30,351   30,122   27,587   28,558   30,351   30,122 
                        
Basic net income per share $0.34  $0.58  $0.38  $0.05  $0.34  $0.58 
Diluted net income per share $0.33  $0.54  $0.35  $0.05  $0.33  $0.54 

(1)  As of December 31, 20082009, approximately 0.40.5 million options for shares and 1.91.8 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.

4.   Investments and Fair Value Measurement

During 2009, the Company began investing a portion of its excess cash in short-term and long-term investments.  The short-term investments consist of corporate bonds, commercial paper and certificates of deposit with original maturities greater than three months and remaining maturities of less than one year.  The long-term investments consist of U.S. treasury bills and U.S. agency bonds with original maturities of greater than one year.  At December 31, 2009, all of the Company’s investments were classified as available-for-sale and were valued in accordance with the fair value hierarchy specified in ASC Subtopic 820-10.  As of December 31, 2009, gross unrealized gains and losses for these investments were immaterial.

40

PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2009
ASC Subtopic 820-10 includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures.  The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable.  Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions.  The fair value hierarchy consists of the following three levels:

 ·  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.

Cash, cash equivalents and investments were classified as the following (in thousands):

  As of December 31, 2009  Quoted Prices in Active Markets (Level 1)  
Observable Inputs
(Level 2)
  Unobservable Inputs (Level 3) 
Cash Equivalents:            
  Money Market Funds $17,327  $17,327  $-  $- 
Short-term Investments:                
  Corporate Bonds  3,974   -   3,974   - 
  Commercial Paper  449   -   449   - 
  Certificates of Deposit  1,904   -   1,904   - 
Long-term Investments:                
  U.S. Treasury Bills  1,609   1,609   -   - 
  U.S. Agency Bonds  2,043   -   2,043   - 
                 
Total Cash Equivalents & Investments $27,306  $18,936  $8,370  $- 
                 
  Cash  648             
Total Cash, Cash Equivalents, & Investments $27,954             

Investments are generally classified as Level 1 or Level 2 because they are valued using quoted market prices in active markets, quoted prices in less active markets, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.  Money market funds and U.S. treasury bills are valued based on unadjusted quoted prices in active markets for identical securities.  The Company uses consensus pricing, which is based on multiple pricing sources, to value its investment in corporate bonds, certificates of deposit, and U.S. agency bonds.

5.   Concentration of Credit Risk and Significant Customers
 
Cash and accounts receivable potentially expose the Company to concentrations of credit risk. Cash is placed with highly rated financial institutions. The Company provides credit, in the normal course of business, to its customers. The Company generally does not require collateral or up-front payments. The Company performs periodic credit evaluations of its customers and maintains allowances for potential credit losses. Customers can be denied access to services in the event of non-payment. ADuring 2009, a substantial portion of the services the Company provides areprovided were built on IBM, WebSphere® Oracle, TIBCO, and Microsoft platforms, among others, and a significant number of its clients are identified through joint selling opportunities conducted with IBM and through sales leads obtained from the relationshiprelationships with IBM. Revenues from IBM accounted for approximately 6% of total revenues for 2008 and 8% of total revenues for 2007 and 2006.  Accounts receivable from IBM accounted for approximately 6%, 4%, and 9% of total accounts receivable as of December 31, 2008, 2007, and 2006, respectively. While the dollar amount of revenues from IBM has remained relatively constant over the past three years, the percentage of total revenues from IBM has decreased as a result of the Company's growth and corresponding customer diversification.these vendors.  Due to the Company's significant fixed operating expenses, the loss of sales to IBM or any significant customer could result in the Company's inability to generate net income or positive cash flow from operations for some time in the future.  However, the Company has remained relatively diversified, with no one customer providing more than 10% of our total revenues during 2009, 2008 or 2007.

5.
41

PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2009
6.   Employee Benefit PlanPlans
 
The Company has a qualified 401(k) profit sharing plan available to full-time employees who meet the plan's eligibility requirements. This defined contribution plan permits employees to make contributions up to maximum limits allowed by the Internal Revenue Code.Code of 1986 (the “Code”). The Company, at its discretion, matches a portion of the employee's contribution under a predetermined formula based on the level of contribution and years of vesting services. In 2009 and 2008, the Company made matching contributions of 50% (25% in cash and 25% in Company stock) of the first 6% of eligible compensation deferred by the participant, totaling $1.0 million.participant.  The Company recognized $1.9 million and $2.0 million of expense for the matching cash and Company stock contribution in 2009 and 2008, respectively.  The Company made matching contributions equal to 25% (in cash) of the first 6% of employee contributions totaling approximately $0.8 million and $0.5 million during 2007 and 2006, respectively.2007.  All matching contributions vest over a three year period of service.
 
    In 2007, theThe Company initiatedhas a deferred compensation plan for officers, directors, and certain sales personnel. The plan is designed to allow eligible participants to accumulate additional income through a nonqualified deferred compensation plan that enables them to make elective deferrals of compensation to which they will become entitled in the future. As of December 31, 2008,2009, the deferred compensation liability balance was $0.6$1.1 million compared to $0.2$0.6 million as of December 31, 2007.2008.
 




41


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2008
6.7.   Goodwill and Intangible Assets
 
The Company performed its annual impairment test of goodwill as of October 1, 2008.2009.  As required by SFAS 142,ASC Topic 350, the impairment test is accomplished using a two-step approach. The first step screens for impairment and, when impairment is indicated, a second step is employed to measure the impairment. The Company also reviews other factors to determine the likelihood of impairment.  Based on the test performed, the Company’s fair value as of the annual testing date exceeded its book value and consequently, no impairment was indicated.
 
The Company’s fair value was determined by weighting the results of two valuation methods: 1) market capitalization based on the average price of the Company’s common stock, including a control premium, for a reasonable period of time prior to the evaluation date (generally 15 to 30 days) and 2) a discounted cash flow model.  The fair value calculated using the Company’s average common stock price (including a control premium) was weighted 40% while the value calculated by the discounted cash flow model was weighted 60% in the Company’s determination of its overall fair value.  
 
During the fourth quarter of 2008, the Company determined that the continuous trading of its common stock below book value was a possible indicator of impairment to goodwill or long-lived assets as defined under SFASASC Topic 350 (Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and SFASOther Intangible Assets), and ASC Section 360-10-05 (SFAS No. 144,  Accounting for the Impairment or Disposal of Long-Lived Assets), triggering the necessity of impairment tests as of December 31, 2008.  Fair values for long-lived asset testing were calculated using a discounted cash flow model for the asset group.  Significant estimates used in the discounted cash flow model included projections of revenue growth, earnings margins, and discount rate. The discount rate utilized was estimated using the weighted average cost of capital for the Company’s industry.

The discounted cash flow model yielded a fair value lower than the asset group’s carrying amount and consequently, the Company recorded a $1.6 million impairment of the customer relationships we acquired from eteche tech solutions, Inc. (“E Tech”).  The value of these relationships was affected primarily by the loss of a key customer acquired byfrom E Tech, which caused cash flows from the asset group to be lower than originally projected.  After recording the impairment of the E Tech customer relationships intangible asset, the Company performed the first step of the goodwill impairment test and based on the weighted average of market capitalization, including a control premium, and discounted cash flow analysis, goodwill was not impaired as of December 31, 2008.
    Subsequent to December 31, 2008 our stock price has declined.  Accordingly, the Company will continue to evaluate the carrying value of the remaining goodwill and intangible assets to determine whether the decline in stock price is an indication that there is a triggering event that may require the Company to perform an interim impairment test and record impairment charges to earnings, which could adversely affect the Company’s financial results.

Goodwill
 
Activity related to goodwill consisted of the following (in thousands): 
  2009  2008 
Balance, beginning of year $104,178  $103,686 
Adjustments to preliminary purchase price allocations for acquisitions  (10)   1,088 
Adjustment to E Tech purchase price allocation for escrow claim  --   (378) 
Utilization of net operating loss carryforwards associated with acquisitions  --   (218)
Balance, end of year $104,168  $104,178 
  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 




42

PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 20082009

Intangible Assets with Definite Lives
 
Following is a summary of the Company's intangible assets that are subject to amortization (in thousands):
 
Year ended December 31, Year ended December 31, 
2008 2007 2009 2008 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying Amount
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying Amount
 
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  $16,613  $(9,752) $6,861  $18,013  $(7,693) $10,320 
Non-compete agreements  2,633   (2,098)  535   2,633   (1,550)  1,083   683   (483)  200   2,633   (2,098)  535 
Internally developed software  1,358   (757)  601   1,173   (448)  725   1,669   (1,125)  544   1,358   (757)  601 
Total $22,004  $(10,548) $11,456  $24,936  $(7,283) $17,653  $18,965  $(11,360) $7,605  $22,004  $(10,548) $11,456 
 
The estimated useful lives of acquired identifiable intangible assets are as follows:
 
 Customer relationships 3 - 8 years
 Non-compete agreements 3 - 5 years
 Internally developed software 3 - 5 years
 
The weighted average amortization periods for customer relationships and non-compete agreements are 6 years and 5 years, respectively. Total amortization expense for the years ended December 31, 2009, 2008, 2007, and 20062007 was approximately $4.3 million, $4.8 million, $4.7 million, and $3.5$4.7 million respectively.  In addition, the Company recorded an impairment charge of $1.6 million related to the loss of a customer relationshiprelationships in 2008.
 
Estimated annual amortization expense for the next five years ended December 31 is as follows (in thousands):
 
2009 $4,107 
2010 $3,336  $3,446 
2011 $2,710  $2,820 
2012 $971  $1,080 
2013 $83  $141 
2014 $109 
Thereafter $249  $9 
 
7.8.   Stock-Based Compensation 
 
Stock Option Plans
 
    In May 1999, the Company's Board of DirectorsThe Company made various stock option and stockholders approvedaward grants under the 1999 Stock Option/Stock Issuance Plan (the “1999 Plan”). prior to May 2009.  In April 2009, the Company’s stockholders approved the 2009 Long-Term Incentive Plan (the “Incentive Plan”), which had been previously approved by the Company’s Board of Directors.  The 1999Incentive Plan contains programsallows for (i) the discretionary granting of various types of stock optionsawards, not to employees, non-employee board members and consultants for the purchaseexceed a total of 1.5 million shares, of the Company's common stock, (ii) the discretionary issuance of common stock directly to eligible individuals, and (iii) the automatic issuance of stock options to non-employee board members.individuals.  The Compensation Committee of the Board of Directors administerswill administer the 1999Incentive Plan and determinesdetermine the exercise price and vesting period for each grant. Options grantedterms of all stock awards made under the 1999 Plan have a maximum term of 10 years. In the event that the Company is acquired, whether by merger or asset sale or board-approved sale by the stockholders of more than 50% of the Company's voting stock, each outstanding option under the discretionary option grant program which is not to be assumed by the successor corporation or otherwise continued will automatically accelerate in full, and all unvested shares under the discretionary option grant and stock issuance programs will immediately vest, except to the extent the Company's repurchase rights with respect to those shares are to be assigned to the successor corporation or otherwise continued in effect. The Compensation Committee may grant options under the discretionary option grant program that will accelerate in the event of an acquisition even if the options are assumed or that will accelerate if the optionee's service is subsequently terminated.Incentive Plan.

 



43


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 20082009

    The Compensation Committee may grant options and issue shares that accelerate in connection with a hostile change in control effected through a successful tender offer for more than 50% of the Company's outstanding voting stock or by proxy contest for the election of board members, or the options and shares may accelerate upon a subsequent termination of the individual's service.
A summary of changes in common stock options during 2009, 2008 2007 and 20062007 is as follows (in thousands, except exercise price information): 
  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  Range of Exercise Prices  Weighted-Average Exercise Price  Aggregate Intrinsic Value 
Options outstanding at January 1, 2007  3,552  $
0.02 – 16.94
  $4.03    
Options granted  9   
3.00 –   3.00
   3.00     
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     
                 
Options granted  --   --   --     
Options exercised  (279)  0.10 –   7.48   3.04  $1,043 
Options canceled  (47)  0.03 – 13.25   5.35     
Options outstanding at December 31, 2009  1,704   $0.03 – 16.94  $5.08  $6,458 
                 
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     
Options vested, December 31, 2009   1,532  $0.03 – 16.94  $4.95  $6,094 
The following is additional information related to stock options outstanding at December 31, 2009:
   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   475,039  $1.70   3.16   475,039  $1.70 
$2.77 –   3.75   384,443  $3.57   2.14   384,443  $3.57 
$4.40 –   6.31   608,476  $6.22   4.86   437,047  $6.18 
$7.48 – 14.69   205,561  $10.68   2.42   205,561  $10.68 
$15.50 – 16.94   30,237  $16.68   0.26   30,237  $16.68 
$0.03 – 16.94   1,703,756  $5.08   3.40   1,532,327  $4.95 

At December 31, 2009, 2008 and 2007, the weighted-average remaining contractual life of outstanding options was 3.40, 4.21, and 5.20 years, respectively.  Generally stock option grants have a maximum contractual term of ten years.

Restricted stock activity for the year ended December 31, 20082009 was as follows (in thousands, except fair value information):
  Shares  
Weighted-Average
Grant Date Fair
Value
 
Restricted stock awards outstanding at January 1, 2009    3,510  $9.65 
Awards granted  922  $6.92 
Awards vested  (825)  $9.94 
Awards canceled or forfeited  (474)  $9.48 
Restricted stock awards outstanding at December 31, 2009  3,133  $8.79 
 
 Shares  
Weighted-Average
Grant Date Fair
Value
 
Restricted stock awards outstanding at January 1, 2008  2,053 $14.33 
Awards granted2,024 $6.12 
Awards vested(452) $14.07 
Awards canceled or forfeited(115) $13.82 
Restricted stock awards outstanding at December 31, 20083,510 $9.65 
    The total fair value of restricted shares vesting during the years ended December 31, 2008, 2007, and 2006 was $2.3 million, $5.2 million, and $1.4 million, respectively.


44


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 20082009
 
The following is additional information related to stock options outstanding attotal fair value of restricted shares vesting during the years ended December 31, 2008:2009, 2008, and 2007 was $6.7 million, $2.3 million, and $5.2 million, respectively.

   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 
At December 31, 2008, 2007 and 2006, the weighted-average remaining contractual life of outstanding options was 4.21, 5.20, and 6.27 years, respectively.
The Company recognized $9.0$9.8 million and $8.9 million of share-based compensation expense during 2009 and 2008, respectively, which included $0.9 million and $1.0 million of expense for retirement savings plan contributions.contributions, respectively.  For 2007, and 2006, total share-based compensation was $6.1 million and $3.1 million, respectively.$6.2 million. The associated current and future income tax benefit recognized during 2009, 2008, and 2007 and 2006 was $3.4 million, $2.9 million, $2.1 million and $0.8$2.1 million, respectively. As of December 31, 2008,2009, there was $33.4$25.5 million of total unrecognized compensation cost related to non-vested share-based awards. This cost is expected to be recognized over a weighted-average period of 4 years. The Company’s average estimated forfeiture rate for share based awards for the year ended December 31, 2008 of approximately 5% for share based awards2009 was 8%, which was calculated using our historical forfeiture experience to anticipate actual forfeitures in the future.experience.  Generally restricted stock awards vest over a five year requisite service period.
 
At December 31, 2008, 2.02009, 1.7 million shares were reserved for future issuance upon exercise of outstanding options and 8,075 shares were reserved for future issuance upon exercise of outstanding warrants. The majority of the outstanding warrants expire in December 2011. At December 31, 2008,2009, there were 3.53.1 million shares of restricted stock outstanding under the 1999 Plan and classified as equity.Plan.
 
Employee Stock Purchase Plan
 
    In 2005, the Compensation Committee approved theThe Employee Stock Purchase Plan (the “ESPP”) to be available to employees startingwas initiated January 1, 2006. The ESPP2006 and is a broadly-based stock purchase plan in which any eligible employee may elect to participate by authorizing the Company to make payroll deductions in a specific amount or designated percentage to pay the exercise price of an option. In no event will an employee be granted an ability under the ESPP that would permit the purchase of Common Stockcommon stock with a fair market value in excess of $25,000 in any calendar year and the Compensation Committee of the Company has set the current annual participation limit at $12,500. During the year ended December 31, 2008,2009, approximately 29,00019,000 shares were purchased under the ESPP.

There are four three-month offering periods in each calendar year beginning on January 1, April 1, July 1, and October 1, respectively. The purchase price of shares offered under the ESPP is an amount equal to 95% of the fair market value of the Common Stockcommon stock on the date of purchase (occurring on, respectively, March 31, June 30, September 30, and December 31). The ESPP is designed to comply with Section 423 of the Code and thus is eligible for the favorable tax treatment afforded by Section 423.
 
8.9.   Line of Credit and Long Term Debt
 
    OnIn May 30, 2008, the Company entered into a Credit Agreement (the “Credit Agreement”) with Silicon Valley Bank (“SVB”) and KeyBank National Association (“KeyBank”).  The Agreement replaces the Company’s Amended and Restated Loan and Security Agreement dated as of June 3, 2005 and further amended on June 29, 2006.  The Credit Agreement provides for revolving credit borrowings up to a maximum principal amount of $50 million, subject to a commitment increase of $25 million.  The Credit Agreement also allows for the issuance of letters of credit in the aggregate amount of up to $500,000 at any one time; outstanding letters of credit reduce the credit available for revolving credit borrowings.  Substantially all of the Company’s assets are pledged to secure the credit facility.  In July 2009, U.S. Bank National Association (“U.S. Bank”) assumed $10 million of KeyBank’s commitment.
 




45


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2008

All outstanding amounts owed under the Credit Agreement become due and payable no later than the final maturity date of May 30, 2012.  Borrowings under the credit facility bear interest at the Company’s option of SVB’s prime rate (4.00% on December 31, 2008)2009) plus a margin ranging from 0.00% to 0.50% or one-month LIBOR (0.44%(0.23% on December 31, 2008)2009) plus a margin ranging from 2.50% to 3.00%.  The additional margin amount is dependent on the amount of outstanding borrowings. As of December 31, 2008,2009, the Company had $49.9$50 million of availablemaximum borrowing capacity.  The Company will incur an annual commitment fee of 0.30% on the unused portion of the line of credit.
 
The Company is required to comply with various financial covenants under the Credit Agreement. Specifically, the Company is required to maintain a ratio of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) plus stock compensation and minus income taxes paid and capital expenditures to interest expense and scheduled payments due for borrowings on a trailing three months basis annualized of less than 2.00 to 1.00 and a ratio of current maturities of long-term debt to EBITDA plus stock compensation and minus income taxes paid and capital expenditures of at leastnot more than 2.75 to 1.00.  As of December 31, 2008,2009, the Company was in compliance with all covenants under the credit facility and the Company expects to be in compliance during the next 12twelve months. Substantially all of the Company’s assets are pledged to secure the credit facility.

9.
45

PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2009

10.  Income Taxes
 
The Company files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions.  The Internal Revenue Service (“IRS”) has completed examinations of the Company’s U.S. income tax returns for 2002, 2003 and 2004. As of December 31, 2008,2009, the IRS has proposed no significant adjustments to any of the Company's tax positions.
 
The Company adopted the provisions of FIN 48the ASC Subtopic 740-10-25 on January 1, 2007. As a result of the implementation of FIN 48,ASC Subtopic 740-10-25, the Company recognized no increases or decreases in the total amount of previously unrecognized tax benefits.  The Company had no unrecognized tax benefits as of December 31, 20082009 or 2007.2008.

As of December 31, 2008,2009, the Company had U.S. Federal tax net operating loss carry forwards of approximately $6.0$5.2 million that will begin to expire in 2020 if not utilized. Utilization of net operating losses may be subject to an annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986.Code. The annual limitation may result in the expiration of net operating losses before utilization.
 
Significant components of the provision for income taxes are as follows (in thousands):
 
  Year Ended December 31, 
  2009  2008  2007 
Current:         
Federal $1,284  $7,639  $4,110 
State  417   1,536   752 
Foreign  7   (9)   26 
Total current   1,708   9,166   4,888 
             
Tax benefit on acquired net operating loss carryforward   316   488   385 
Tax benefit (expense) from stock option exercises and restricted stock vesting  (459)   (922)   6,889 
             
Deferred:            
Federal  (16)   (1,304)  (668)
State  (2)   (137)  (70)
Total deferred   (18)   (1,441)  (738)
Total provision for income taxes  $1,547  $7,291  $11,424 
  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 

The components of pretax income for the years ended December 31, 2009, 2008 2007 and 20062007 are as follows (in thousands):

Year Ended December 31, Year Ended December 31, 
2008 2007 2006 2009 2008 2007 
Domestic $16,879  $27,640  $16,565  $2,995  $16,879  $27,640 
Foreign  412   14   284   15   412   14 
Total $17,291  $27,654  $16,849  $3,010  $17,291  $27,654 
 


For the year ended December 31, 2009, 2008 and 2007, foreign operations included Canada, China, and India.


46


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 20082009

In 2006, foreign operations only included Canada.  For the year ended December 31, 2008 and 2007, foreign operations included Canada, China, and India.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred taxes as of December 31, 20082009 and 20072008 are as follows:follows (in thousands):

 December 31,  December 31, 
 2008 2007  2009 2008 
Deferred tax assets: (In thousands)   
Current deferred tax assets:          
Accrued liabilities  $435  $384  $426  $435 
Net operating losses   475   273   272   475 
Bad debt reserve  878   511   118   878 
  1,788   1,168   816   1,788 
Valuation allowance  (31)   (24)  (13)   (31)
Net current deferred tax assets $1,757  $1,144  $803  $1,757 
Non-current deferred tax assets:              
Net operating losses and capital loss $1,985  $2,380  $1,773  $1,985 
Fixed assets   329   169   599   329 
Deferred compensation   1,654   1,031   1,988   1,654 
Intangibles 678 -- 
Accrued liabilities 222 -- 
Foreign tax credits  253  -- 
  3,968   3,580   5,513   3,968 
Valuation allowance  (109)   (106)  (125)   (109)
Net non-current deferred tax assets $3,859  $3,474  $5,388  $3,859 
 
 December 31, 
 2008 2007 
Deferred tax liabilities: (In thousands)   
Current deferred tax liabilities:            
Deferred income $302  $307  $--  $302 
Prepaid expenses  419  --   367  419 
Net current deferred tax liabilities $721  $307  $367  $721 
Non-current deferred tax liabilities:              
Deferred income $84  $402  $82  $84 
Deferred compensation  244   214   258   244 
Intangibles  3,510   4,407 
Goodwill and intangibles  4,217   3,510 
Total non-current deferred tax liabilities $3,838  $5,023  $4,557  $3,838 
                
Net current deferred tax asset $1,036  $837  $436  $1,036 
Net non-current deferred tax asset (liability) $21  $(1,549)
Net non-current deferred tax asset $831  $21 

The Company established a valuation allowance in 2005 to offset a portion of the Company's deferred tax assets due to uncertainties regarding the realization of deferred tax assets based on the Company's earnings history and limitations on the utilization of acquired net operating losses.  In 2006, the valuation allowance decreased by approximately $0.3 million primarily due to the benefit of acquired net operating loss carryforwards.  During 2007, the Company released approximately $1.9 million of its valuation allowance after determining that the acquired net operating losses would be realized.  AsThe remaining valuation allowance as of December 31, 2008, the remaining valuation allowance2009 relates mainly to a capital loss carryforward from an acquired entity.  Management regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income.  To the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established.  Management believes it is more likely than not that the Company will generate sufficient taxable income in future years to realize the benefits of its deferred tax assets, except for those deferred tax assets for which an allowance has been provided.  The Company’s net non-current deferred tax asset is included in other non-current assets on the Consolidated Balance Sheet.

 





47


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 20082009
 
Changes to the valuation allowance are summarized as follows for the years presented (in thousands):

 Year ended December 31,  Year ended December 31, 
 2008 2007 2006  2009 2008 2007 
Balance, beginning of year $130  $2,056  $2,345  $140  $130  $2,056 
Additions  9   31   -- 
Additions/(Reductions) from purchase accounting  2   (1,957)  (289)
Additions (Reductions)  (2)   9   31 
Additions (Reductions) from purchase accounting  --   1   (1,957)
Balance, end of year  $141  $130  $2,056  $138  $140  $130 
 
    TheThe federal corporate statutory rate is reconciled to the Company’s effective income tax rate as follows:

 Year Ended December 31,  Year Ended December 31, 
 2008 2007 2006  2009 2008 2007 
Federal corporate statutory rate  35.0%  34.3%  34.3%  34.0%  35.0%  34.3%
State taxes, net of federal benefit  4.5   4.2   4.6   8.4   4.5   4.2 
Effect of foreign operations  --   0.1   --   --   --   0.1 
Stock compensation  0.9   1.9   3.6   7.4   0.9   1.9 
Other  1.7   0.8   0.7   1.6   1.7   0.8 
Effective income tax rate  42.1%  41.3%  43.2%  51.4%  42.1%  41.3%
 
The effective income tax rate increased to 51.4% for the year ended December 31, 2009 from 42.1% for the year ended December 31, 2008 from 41.3% for the year ended December 31, 2007 as a result of the decreased tax benefitmagnified effect of certain dispositionsstate taxes, which are generally based on gross receipts instead of incentive stock options by holders.income, permanent items such as meals and entertainment, and non-deductible executive compensation under Section 162(m) of the Code, relative to a smaller income base.

10.11.  Commitments and Contingencies
 
The Company leases its office facilities and certain equipmentspace under various operating lease agreements. The Company has the option to extend the term of certain of its office facility leases.lease agreements. Future minimum commitments under these lease agreements as of December 31, 20082009 are as follows (in thousands):
 
Operating
Leases
  
Operating
Leases
 
2009 $2,258 
2010  2,125  $2,303 
2011  1,759   1,941 
2012  745   911 
2013  471   649 
2014  429 
Thereafter  315   22 
Total minimum lease payments $7,673  $6,255 
 
During the third quarter of 2009, the Company vacated certain office space as part of ongoing cost reduction initiatives in response to the Company’s 2009 revenue contraction.  The Company subleased some of the vacated office space during the fourth quarter of 2009.  The accounting for costs associated with the abandonment of office space was calculated using the guidance in ASC Subtopic 420-10 (SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities).  A liability of approximately $0.3 million for lease abandonment costs was recorded in the third quarter of 2009.  The lease abandonment costs were classified as “Selling, general and administrative” expense in the Company’s Consolidated Statement of Operations for the year ended December 31, 2009.

Rent expense for the years ended December 31, 2009, 2008 2007 and 20062007 was approximately $2.7 million, $2.9 million, and $2.3 million, and $1.7 million respectively.

 
    As of December 31, 2008, the Company had one letter of credit outstanding for $100,000 to serve as collateral to secure an office lease.  This letter of credit expires in October 2009 and reduces the borrowings available under the Company’s account receivable line of credit.

11. Balance Sheet Components
  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 
(1) In June 2008, the Company entered into a note arrangement with a customer. The note provides that the customer will pay for a portion of services performed by the Company up to $2.5 million over a one-year term. The customer’s outstanding balance bears an annual interest rate of 10%.



48


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 20082009

  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 
12.  Balance Sheet Components
 
(2)The Company negotiated the termination of an ongoing fixed fee contract. Management believed the negotiation would result in a probable loss that was reasonably estimatable, and accrued its best estimate of the settlement amount as of December 31, 2008. The Company settled with the customer in February 2009 for an amount approximating the accrual.
  December 31, 
  2009  2008 
  (In thousands) 
Accounts and note receivable:      
Accounts receivable $26,632  $30,565 
Unbilled revenues  11,927   16,374 
Note receivable (1)  --   2,142 
Allowance for doubtful accounts  (315)  (1,497)
Total $38,244  $47,584 
(1)  In June 2008, the Company entered into a note arrangement with a customer.  The note was fully repaid in October 2009.

Other current assets:      
Other current assets $ 830  $ 563 
Deferred tax asset, net  436   1,036 
Income tax receivable  268   1,558 
Total $1,534  $3,157 
         
Other current liabilities:        
Accrued variable compensation $4,561  $5,644 
Accrued subcontractor fees  1,847   1,625 
Payroll related costs  1,375   1,495 
Deferred revenues  898   1,575 
Accrued medical claims expense  703   654 
Accrued reimbursable expenses  522   671 
Accrued settlement (2)  --   800 
Other current liabilities  1,570   1,875 
Total $11,476  $14,339 
(2)  The Company negotiated the termination of an ongoing fixed fee contract. Management believed the negotiation would result in a probable loss and accrued its best estimate of the settlement amount as of December 31, 2008. The Company settled with the customer in February 2009 for an amount approximating the accrual.

Other non-current liabilities:      
Deferred compensation liability $ 1,104   581 
Other non-current liabilities  225   -- 
Total $1,329  $581 
Property and Equipment:      
Computer hardware (useful life of 2 years) $4,724  $6,206 
Furniture and fixtures (useful life of 5 years)  1,409   1,406 
Leasehold improvements (useful life of 5 years)  1,016   969 
Software (useful life of 1 year)  1,002   1,216 
Less: Accumulated depreciation  (6,873)  (7,452)
Total $1,278  $2,345 

 
49
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 
12.
PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2009

13.  Allowance for Doubtful Accounts
 
Activity in the allowance for doubtful accounts is summarized as follows for the years presented (in thousands):

 Year ended December 31,  Year ended December 31, 
 2008 2007 2006  2009 2008 2007 
Balance, beginning of year $1,475  $707  $367  $1,497  $1,475  $707 
Charged to expense  1,822   1,060   264 
Charges (reductions) to expense  (448)   1,822   1,060 
Additions (reductions) resulting from purchase accounting  (203)  153   371   --   (203)   153 
Uncollected balances written off, net of recoveries  (1,597)  (445)  (295)  (734)  (1,597)  (445)
Balance, end of year  $1,497  $1,475  $707  $315  $1,497  $1,475 

13. Business Combinations
    The Company did not enter into any agreements to acquire another business during the twelve months ended December 31, 2008. 

2007 Acquisitions:
    On February 20, 2007, the Company acquired E Tech, a solutions-oriented IT consulting firm, for approximately $12.3 million. The purchase price consisted of approximately $5.9 million in cash, transaction costs of approximately $663,000, and 306,247 shares of the Company’s common stock valued at approximately $20.34 per share (approximately $6.2 million worth of the Company’s common stock) less the value of those shares subject to a lapse acceleration right of approximately $474,000, as determined by a third party valuation firm. The results of E Tech’s operations have been included in the Company’s consolidated financial statements since February 20, 2007.



49


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2008
    During the third quarter 2008, the Company and the shareholder representative for E Tech reached a settlement agreement related to an escrow claim.  As a result of the settlement, the Company reacquired approximately 19,000 shares of its common stock issued as consideration.  The settlement was recorded as a reduction to goodwill and additional paid-in capital in the third quarter 2008.
    On June 25, 2007, the Company acquired Tier1 Innovation, LLC (“Tier1”), a national customer relationship management consulting firm, for approximately $15.1 million. The purchase price consisted of approximately $7.1 million in cash, transaction costs of approximately $762,500, and 355,633 shares of the Company’s common stock valued at approximately $20.69 per share (approximately $7.4 million worth of the Company’s common stock) less the value of those shares subject to a lapse acceleration right of approximately $144,000 as determined by a third party valuation firm. The results of Tier1’s operations have been included in the Company’s consolidated financial statements since June 25, 2007.
    On September 20, 2007, the Company acquired BoldTech Systems, Inc. (“BoldTech”), an information technology consulting firm, for approximately $20.9 million. The purchase price consisted of approximately $10.0 million in cash, transaction costs of $1.0 million, and 449,680 shares of the Company’s common stock valued at approximately $23.69 per share (approximately $10.6 million worth of the Company’s common stock) less the value of those shares subject to a lapse acceleration right of approximately $723,000 as determined by a third party valuation firm. The results of BoldTech’s operations have been included in the Company’s consolidated financial statements since September 20, 2007.
    On November 21, 2007, the Company acquired ePairs, Inc. (“ePairs”), a California-based consulting firm focused on Oracle-Siebel with a recruiting center in Chennai, India, for approximately $5.1 million. The purchase price consisted of approximately $2.5 million in cash, transaction costs of $500,000, and 138,604 shares of the Company’s common stock valued at approximately $16.25 per share (approximately $2.2 million worth of the Company’s common stock) less the value of those shares subject to a lapse acceleration right of approximately $86,000 as determined by a third party valuation firm. The results of ePairs’ operations have been included in the Company’s consolidated financial statements since November 21, 2007.
14.  Quarterly Financial Results (Unaudited)
 
The following tables set forth certain unaudited supplemental quarterly financial information for the years ended December 31, 20082009 and 2007.2008. The quarterly operating results are not necessarily indicative of future results of operations. The financial data presented is not directly comparable between periods as a result of the four acquisitions in 2007operations (in thousands except per share data):.

   Three Months Ended, 
  
March 31,
2009
  
June 30,
2009
  
September 30,
2009
  
December 31,
2009
 
  (Unaudited) 
Total revenues $51,292  $44,929  $44,489  $47,440 
Gross margin $13,339  $11,703  $10,857   12,434 
Income (loss) from operations $1,242  $56  $(294)  $1,537 
Income (loss) before income taxes $1,516  $228  $(282)  $1,548 
Net income (loss) $915  $(196)  $115  $629 
Basic net income (loss) per share $0.03  $(0.01)  $--  $0.02 
Diluted net income (loss) per share $0.03  $(0.01)  $--  $0.02 
 Three Months Ended,  Three Months Ended, 
 
March 31,
2008
 
June 30,
2008
 
September 30,
2008
 
December 31,
2008
  
March 31,
2008
 
June 30,
2008
 
September 30,
2008
 
December 31,
2008
 
 (Unaudited)  (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  $57,323  $59,100  $58,306  $56,759 
Gross margin $17,562  $20,139  $19,176   16,625  $17,562  $20,139  $19,176   16,625 
Income from operations $5,047  $6,802  $4,402  $1,427  $5,047  $6,802  $4,402  $1,427 
Income before income taxes $5,203  $6,793  $3,677  $1,618  $5,203  $6,793  $3,677  $1,618 
Net income $3,076  $3,989  $2,176  $759  $3,076  $3,989  $2,176  $759 
Basic net income per share $0.10  $0.13  $0.07  $0.03  $0.10  $0.13  $0.07  $0.03 
Diluted net income per share $0.10  $0.13  $0.07  $0.03  $0.10  $0.13  $0.07  $0.03 
 




50


PERFICIENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2008

  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 




51


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

The Board of Directors and Stockholders
Perficient, Inc.:
 
We have audited the accompanying consolidated balance sheets of Perficient, Inc. (the Company) as of December 31, 20082009 and 2007,2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-yearthree-year period ended December 31, 2008.2009. We also have audited the Company’s internal control over financial reporting as of December 31, 2008,2009, based on criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. The accompanying consolidated financial statements of the Company as of December 31, 2006, and for the year then ended, were audited by other auditors whose report thereon dated March 1, 2007, except note 2 to the 2006 financial statements as to which date is August 13, 2007, expressed an unqualified opinion on those statements.

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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the CompanyPerficient, Inc. as of December 31, 20082009 and 2007,2008, and the results of their operations and their cash flows for each of the years in the two-yearthree-year period ended December 31, 2008,2009, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008,2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.COSO.
 
As discussed in note 2 to the consolidated financial statements, effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (Revised 2004), Shared-Based Payment.

 
/s/ KPMG LLP
 
St. Louis, Missouri
March 5, 20093, 2010

51
 




52


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders
Perficient, Inc.
Austin, Texas
We have audited the accompanying consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows of Perficient, Inc. for the year ended December 31, 2006.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit 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, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Perficient, Inc. for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment.

/s/ BDO Seidman, LLP
Houston, Texas
March 1, 2007, except Note 2 to the 2006 financial
statements as to which date is August 13, 2007




53

Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

None.
Item 9A.Controls and Procedures.

Evaluation of Disclosure Controls and Procedures
 
We have established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify the Company's financial reports and to other members of senior management and the Board of Directors.
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer of the Company, as appropriate, to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's principal executive officer and principal financial officer, has evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s principal executive and principal financial officers have determined that the Company’s disclosure controls and procedures were effective.

Management's Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America.States. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2008.2009.
 
KPMG LLP, our independent registered public accounting firm, has audited our financial statements for the year ended December 31, 20082009 included in this Form 10-K, and has issued its report on the effectiveness of internal control over financial reporting as of December 31, 2008,2009, which is included herein.

Changes in Internal Control Over Financial Reporting
 
There have not been any changes in the Company’s internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended December 31, 2008,2009, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.Other Information.
 
    The Company’s annual stockholders meeting will be held on April 17, 2009.  The deadline for submitting shareholder proposals and the date on which such submittals will be deemed untimely remain as set in the Company’s Proxy Statement for its 2008 annual stockholders meeting, which was filed with the SEC on April 30, 2008.None.
  
    The Company entered into an employment agreement with John T. McDonald, our Chairman of the Board and Chief Executive Officer, on March 3, 2009.  The agreement is effective as of January 1, 2009 and will expire on December 31, 2011.  Mr. McDonald’s employment agreement provides for the following compensation:

·  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;





5452
·  
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. 
    Under his agreement, Mr. McDonald can choose to reduce his role as Chief Executive Officer and Chairman of the Board to Chairman of the Board only.  If this were to occur, Mr. McDonald would incur a reduction in salary and bonus by 50% and would only be eligible for equity grants awarded to non-employee directors.  Also, Mr. McDonald would be required to make himself available to the Company for up to 20 hours per week and his responsibilities would include presiding over the Board of Directors and committees of the Board of Directors, providing oversight of corporate strategy, financing, acquisitions, and investor relations, including presenting on the Company's quarterly earnings conference calls and presenting at such investor conferences and handling such other investor relations functions as reasonably requested by the Company.
    Mr. McDonald has agreed to refrain from competing with the Company for a period of five years following the termination of his employment. Mr. McDonald’s compensation is subject to review and adjustment on an annual basis in accordance with the Company’s compensation policies as in effect from time to time.
    The Company entered into an employment agreement with Jeffrey S. Davis, our President and Chief Operating Officer, on March 3, 2009.  The agreement is effective as of January 1, 2009 and will expire on December 31, 2011.  Mr. Davis’ previous employment agreement with the Company was effective July 1, 2006 and was set to expire on June 30, 2009. Mr. Davis’s current employment agreement provides for the following compensation:

·  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

    Mr. Davis has agreed to refrain from competing with the Company for a period of five years following the termination of his employment. Mr. Davis’s compensation is subject to review and adjustment on an annual basis in accordance with the Company’s compensation policies as in effect from time to time.



55

PART III

Item 10.Directors, Executive Officers and Corporate Governance.

Executive Officers and Directors
 
Our executive officers, and directors, including their ages as of the date of this filing are as follows:
 
Name Age Position
John T. McDonaldJeffrey S. Davis   45 Chairman of the BoardPresident and Chief Executive Officer
Jeffrey S. DavisKathryn J. Henely   4445 President and Chief Operating Officer
Paul E. Martin   4849 Chief Financial Officer, Treasurer and Secretary
Timothy J. Thompson48Vice President of Client Development
Richard T. Kalbfleish   5354 Controller and Vice President of Finance and Administration
Ralph C. DerricksonJohn T. McDonald   5046 Director
Max D. Hopper74Director
Kenneth R. Johnsen55Director
David S. Lundeen47DirectorChairman of the Board
 
    John T. McDonald joined the Company in April 1999 as Chief Executive Officer and was elected Chairman of the Board in March 2001. From April 1996 to October 1998, Mr. McDonald was president of VideoSite, Inc., a multimedia software company that was acquired by GTECH Corporation in October 1997, 18 months after Mr. McDonald became VideoSite's president. From May 1995 to April 1996, Mr. McDonald was a Principal with Zilkha & Co., a New York-based merchant banking firm. From June 1993 to April 1996, Mr. McDonald served in various positions at Blockbuster Entertainment Group, including Director of Corporate Development and Vice President, Strategic Planning and Corporate Development of NewLeaf Entertainment Corporation, a joint venture between Blockbuster and IBM. From 1987 to 1993, Mr. McDonald was an attorney with Skadden, Arps, Slate, Meagher & Flom in New York, focusing on mergers and acquisitions and corporate finance. Mr. McDonald currently serves as a member of the board of directors of a number of privately held companies and non-profit organizations. Mr. McDonald received a B.A. in Economics from Fordham University and a J.D. from Fordham Law School.
Jeffrey S. Davis became the Chief Executive Officer September 1, 2009.  He previously served as the Chief Operating Officer of the Company upon the closing of the acquisition of Vertecon in April 2002 and was named the Company’s President in 2004. He previously served the same role of Chief Operating Officer at Vertecon from October 1999 to its acquisition by Perficient. Prior to Vertecon, Mr. Davis was a Senior Manager and member of the leadership team in Arthur Andersen’s Business Consulting Practice starting in January 1999 where he was responsible for defining and managing internal processes, while managing business development and delivery of products, services and solutions to a number of large accounts. Prior to Arthur Andersen, Mr. Davis worked at Ernst & Young LLP for two years, Mallinckrodt, Inc. for two years, and spent five years at McDonnell Douglas in many different technical and managerial positions. Mr. Davis has a M.B.A. from Washington University and a B.S. degree in Electrical Engineering from the University of Missouri.
 
Kathryn J.Henely was appointed as the Company’s Chief Operating Officer November 3, 2009.  Ms. Henely joined the Company in 1999 as a Director in the St. Louis office.  She was promoted to General Manager in 2001 and to Vice President of Corporate Operations in 2006.  Ms. Henely has been the Vice President for the Company’s largest business group including several local and national business units along with our offshore development center in China.  She actively participated in the due diligence and integration of several acquisitions within her business group.  Additionally, she led the establishment of our Company Wide Practices and Corporate Recruiting organization.  Ms. Henely received her M.S. in Computer Science from the University of Missouri-Rolla and her B.S. in Computer Science from the University of Iowa.

Paul E. Martin joined the Company in August 2006 as Chief Financial Officer, Treasurer and Secretary. From August 2004 until February 2006, Mr. Martin was the Interim co-Chief Financial Officer and Interim Chief Financial Officer of Charter Communications, Inc. (“Charter”), a publicly traded multi-billion dollar in revenue domestic cable television multi-system operator. From April 2002 through April 2006, Mr. Martin was the Senior Vice President, Principal Accounting Officer and Corporate Controller of Charter and was Charter’s Vice President and Corporate Controller from March 2000 to April 2002. Prior to Charter, Mr. Martin was Vice President and Controller for Operations and Logistics for Fort James Corporation, a manufacturer of paper products with multi-billion dollar revenues. From 1995 to February 1999, Mr. Martin was Chief Financial Officer of Rawlings Sporting Goods Company, Inc., a publicly traded multi-million dollar revenue sporting goods manufacturer and distributor. Mr. Martin received a B.S. degree with honors in accounting from the University of Missouri – St. Louis.  Mr. Martin is also a member of the University of Missouri – St. Louis School of Business Leadership Council.
 
Richard T. Kalbfleish joined the Company as Controller in November 2004 and became Vice President of Finance and Administration and Assistant Treasurer in May 2005. In August 2006, Mr. Kalbfleish became the Principal Accounting Officer of the Company. Prior to joining the Company, Mr. Kalbfleish served as Vice President of Finance and Administration with IntelliMark/Technisource, a national IT staffing company, for 11 years. Mr. Kalbfleish has over 23 years of experience at the Controller level and above in a number of service industries with an emphasis on acquisition integration and accounting, human resources and administrative support. Mr. Kalbfleish has a B.S.B.A. in Accountancy from the University of Missouri - Columbia.
 




56

    Ralph C. DerricksonJohn T. McDonald became a memberwas elected Chairman of the Board of Directors in July 2004. Mr. Derrickson has more than 27 years of technology management experience in a wide range of settings including start-up, interim management and restructuring situations. Currently Mr. Derrickson is President and CEO of Carena, Inc. Prior to joining Carena, Inc., Mr. Derrickson was managing director of venture investments at Vulcan Inc., an investment management firm with headquarters in Seattle, Washington from October 2001 to July 2004. Mr. Derrickson is a founding partner of Watershed Capital, an early-stage venture capital firm, and is the managing member of RCollins Group, LLC, a management advisory firm. He served as a board member of Metricom, Inc., a publicly traded company, from April 1997 to November 2001 and as Interim CEO of Metricom from February 2001 to AugustMarch 2001.  He served as vicethe Chief Executive Officer from April 1999, when he joined the Company, until August 2009. From April 1996 to October 1998, Mr. McDonald was president of product development at StarwaveVideoSite, Inc., a multimedia software company that was acquired by GTECH Corporation one of the pioneers of the Internet. Earlier,in October 1997, 18 months after Mr. Derrickson held senior managementMcDonald became VideoSite's president. From May 1995 to April 1996, Mr. McDonald was a Principal with Zilkha & Co., a New York-based merchant banking firm. From June 1993 to April 1996, Mr. McDonald served in various positions at NeXT Computer, Inc.Blockbuster Entertainment Group, including Director of Corporate Development and Sun Microsystems, Inc. He has served on the boards of numerous start-up technology companies. Mr. Derrickson is on the faculty of the Michael G. Foster School of Business at the University of Washington, and serves on the Executive Advisory Board of the Center for Entrepreneurship and Innovation at the University of Washington, as well as a member of the President’s Circle of the National Academy of Sciences, The National Academy of Engineering and the Institute of Medicine. Mr. Derrickson holds a bachelor’s degree in systems software from the Rochester Institute of Technology.
    Max D. Hopper became a member of the Board of Directors in September 2002. Mr. Hopper began his information systems career in 1960 at Shell Oil and served with EDS, United Airlines and Bank of America prior to joining American Airlines. During Mr. Hopper’s twenty-year tenure at American Airlines he served as CIO, and as CEO of several business units. Most recently, he founded Max D. Hopper Associates, Inc., a consulting firm that specializes in the strategic use of information technology and business-driven technology. Mr. Hopper currently serves on the board of directors for several companies such as Gartner Group as well as other private corporations.
    Kenneth R. Johnsen became a member of the Board of Directors in July 2004. Mr. Johnsen is currently the CEO and Chairman of the Board of HG Food, LLC.  Prior to joining HG Food, LLC, Mr. Johnsen was a partner with Aspen Advisors, LP. From January 1999 to October 2006, Mr. Johnsen served as President, CEO and Chairman of the Board of Parago Inc., a marketing services transaction processor. Before joining Parago Inc. in 1999, he served as President, Chief Operating Officer and Board Member of Metamor Worldwide Inc., an $850 million public technology services company specializing in information technology consulting and implementation. Metamor was later acquired by PSINet for $1.7 billion. At Metamor, Mr. Johnsen grew the IT Solutions Group revenues from $20 million to over $300 million within two years. His experience also includes 22 years at IBM where he held general management positions, including Vice President, Strategic Planning and Corporate Development of Business Services for IBM Global ServicesNewLeaf Entertainment Corporation, a joint venture between Blockbuster and General Manager of IBM China/Hong Kong Operations. He achieved record revenues, profit and customer satisfaction levels in both business units.
    David S. Lundeen became a member of the Board of Directors in April 1998.IBM. From March 1999 through 2002,1987 to 1993, Mr. Lundeen was a partner with Watershed Capital, a private equity firm based in Mountain View, California. From June 1997 to February 1999, Mr. Lundeen was self-employed, managed his personal investments and acted as a consultant and advisor to various businesses. From June 1995 to June 1997, he served as the Chief Financial Officer and Chief Operating Officer of BSG Corporation. From January 1990 until June 1995, Mr. Lundeen served as President of Blockbuster Technology and as Vice President of Finance of Blockbuster Entertainment Corporation. Prior to that time, Mr. LundeenMcDonald was an investment bankerattorney with Drexel Burnham LambertSkadden, Arps, Slate, Meagher & Flom in New York, City.focusing on mergers and acquisitions and corporate finance. Mr. LundeenMcDonald currently serves as a member of the board of directors of Parago, Inc.,a number of privately held companies and as Chairmannon-profit organizations. Mr. McDonald received a B.A. in Economics from Fordham University and a J.D. from Fordham Law School.

53


Additional information with respect to Directors of the BoardCompany is incorporated by reference to the Proxy Statement under the captions "Directors and Executive Officers." The Proxy Statement will be filed pursuant to Regulation 14A within 120 days of Interstate Connections, Inc. Mr. Lundeen received a B.S. in Engineering from the Universityend of Michigan in 1984 and an M.B.A. from the University of Chicago in 1988. The Board of Directors has determined that Mr. Lundeen is an audit committee financial expert, as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”).Company's fiscal year.

Codes of Conduct and Ethics
 
Information on this subject is found in the Proxy Statement under the captions "Certain Relationships and Related Transactions" and is incorporated herein by reference. The Company has adopted a Corporate Code of Business Conduct and Ethics that appliesProxy Statement will be filed pursuant to all employees and directorsRegulation 14A within 120 days of the Company while acting onend of the Company's behalf and has adopted a Financial Code of Ethics applicable to the chief executive officer, the chief financial officer, and other senior financial officials.  Both of these codes are available for viewing on Perficient’s website at www.Perficient.com.  Any amendments to, or waivers from, the Financial Code of Ethics will also be posted on Perficient’s website.fiscal year.
 




57


Audit Committee of the Board of Directors
 
Information on this subject is found in the Proxy Statement under the captions "Compensation and Meetings of the Board of Directors and Committees” and is incorporated herein by reference. The boardProxy Statement will be filed pursuant to Regulation 14A within 120 days of directors has created an audit committee. Each committee member is independent as defined by Nasdaq Global Select Market listing standards.the end of the Company's fiscal year.
 
    The audit committee has the sole authority to appoint, retain and terminate our independent accountants and is directly responsible for the compensation, oversight and evaluation of the work of the independent accountants. The independent accountants report directly to the audit committee. The audit committee also has the sole authority to approve all audit engagement fees and terms and all non-audit engagements with our independent accountants and must pre-approve all auditing and permitted non-audit services to be performed for us by the independent accountants, subject to certain exceptions provided by the Securities Exchange Act of 1934. The members of the audit committee are Max D. Hopper, David S. Lundeen and Ralph C. Derrickson. Mr. Lundeen serves as chairman of the audit committee. The board of directors has determined that Mr. Lundeen is qualified as our audit committee financial expert within the meaning of Securities and Exchange Commission regulations and that he has accounting and related financial management expertise within the meaning of the listing standards of the Nasdaq Global Select Market. The board of directors has affirmatively determined that Mr. Lundeen qualified as an independent director as defined by the Nasdaq Global Select Market listing standards.
Additional information with respect to Directors and Executive Officers of the Company is incorporated by reference to the Proxy Statement under the captions "Directors and Executive Officers", "Composition and Meetings of the Board of Directors and Committees", and "Section 16(a) Beneficial Ownership Reporting Compliance." The Proxy Statement will be filed pursuant to Regulation 14A within 120 days of the end of the Company's fiscal year.
Item 11.Executive Compensation.
Information on this subject is found in the Proxy Statement under the captions "Compensation of Directors and Executive Officers” and "Directors and Executive Officers" and is incorporated herein by reference. The Proxy Statement will be filed pursuant to Regulation 14A within 120 days of the end of the Company's fiscal year.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information on this subject is found in the Proxy Statement under the captions "Security Ownership of Certain Beneficial Owners and Management ", "Directors and Executive Officers", and "Equity Compensation Plan Information" and is incorporated herein by reference. The Proxy Statement will be filed pursuant to Regulations 14A within 120 days of the end of the Company's fiscal year.

Item 13.Certain Relationships and Related Transactions, and Director Independence.
Information on this subject is found in the Proxy Statement under the caption "Certain Relationships and Related Transactions" and incorporated herein by reference. The Proxy Statement will be filed pursuant to Regulation 14A within 120 days of the end of the Company's fiscal year.
Item 14.Principal Accounting Fees and Services.
Information on this subject is found in the Proxy Statement under the caption "Principal Accounting Firm Fees and Services" and incorporated herein by reference. The Proxy Statement will be filed pursuant to Regulation 14A within 120 days of the end of the Company's fiscal year.




5854



PART IV
Item 15.Exhibits, Financial Statement Schedules.
 
(a) 1.  Financial Statements
 
    The following consolidated statements are included within Item 8 under the following captions:
 
Index Page(s)Page 
Consolidated Balance Sheets  3331 
Consolidated Statements of IncomeOperations  3432 
Consolidated Statements of Changes in Stockholders' Equity  3533 
Consolidated Statements of Cash Flows  3634 
Notes to Consolidated Financial Statements  3735 
ReportsReport of Independent Registered Public Accounting FirmsFirm  52-5351 
 
2.  Financial Statement Schedules
 
    No financial statement schedules are required to be filed by Items 8 and 15(d)15(b) because they are not required or are not applicable, or the required information is set forth in the applicable financial statements or notes thereto.

3.  Exhibits
 
    See Index to Exhibits starting on page 61.57.

 




5955


SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 
   
 PERFICIENT, INC.
By: /s/ John T. McDonald
Date: March 5, 2009John T. McDonald
Chief Executive Officer (Principal Executive Officer)

   
 By:  /s/ Paul E. Martin
Date: March 5, 20094, 2010Paul E. Martin
 
Chief Financial Officer (Principal Financial Officer)
 
By:  /s/ Richard T. Kalbfleish
Date: March 5, 2009Richard T. Kalbfleish
Vice President of Finance and Administration (Principal Accounting Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John T. McDonaldJeffrey S. Davis and Paul E. Martin, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign on his or her behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this annual report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature Title Date 
      
/s/ Jeffrey S. DavisDirector, President and Chief Executive OfficerMarch 4, 2010
Jeffrey S. Davis(Principal Executive Officer)
/s/ Paul E. MartinChief Financial OfficerMarch 4, 2010
Paul E. Martin(Principal Financial Officer)
/s/ Richard T. KalbfleishVice President of Finance and AdministrationMarch 4, 2010
Richard T. Kalbfleish(Principal Accounting Officer)
/s/ John T. McDonald Chief Executive Officer andChairman of the Board March 5, 20094, 2010 
John T. McDonald 
Chairman of the Board (Principal Executive Officer)
  
      
/s/ Ralph C. Derrickson Director March 5, 20094, 2010 
Ralph C. Derrickson     
      
/s/ Max D. HopperJohn S. Hamlin Director March 5, 20094, 2010 
Max D. Hopper
/s/ Kenneth R. JohnsenDirectorMarch 5, 2009
Kenneth R. JohnsenJohn S. Hamlin     
      
/s/ David S. Lundeen Director March 5, 20094, 2010 
David S. Lundeen     
/s/ David D. MayDirectorMarch 4, 2010
David D. May




6056

INDEX TO EXHIBITS
 
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
2.6Agreement 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
2.7Asset 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 Perficient, Inc. common stock, previously filed with the Securities and Exchange Commission as an Exhibit to our Registration StatementQuarterly Report on Form SB-210-Q (File No. 333-78337) declared effective on July 28, 1999 by the Securities and Exchange Commission001-15169) filed May 7, 2009 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




61


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†
 
Perficient, Inc. 2009 Long-Term Incentive Plan, as amended, previously filed with the Securities and Exchange Commission as an Exhibit to our current report on Form 8-K filed February 25, 2010 and incorporated herein by reference
10.3†
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†10.4†
 
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†10.5†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†10.6†
 
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†10.7†
 
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
57
Exhibit Number
Description
10.7†10.8†
 
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†*10.9† 
 
Employment Agreement between Perficient, Inc. and John T. McDonald dated March 3, 2009, and effective as of January 1, 2009, previously filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference
  
 10.9†*10.10†
 
Employment Agreement between Perficient, Inc. and Jeffrey S. Davis dated March 3, 2009, and effective as of January 1, 2009,
10.10Amended 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 reportAnnual Report on Form 10-K for the year ended December 31, 20052008 and incorporated herein by reference
  
10.11Amendment to Amended and Restated Loan and SecurityCredit 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, LLCU.S. Bank National Association, and Perficient, Insolexen, LLC,Inc. dated effective as of May 30, 2008, 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 5, 2006June 3, 2008 and incorporated herein by reference
 




62

Exhibit Number Description
10.12Lease 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
10.13First 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
  
10.1410.13
 
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
  
24.124.1*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.
58




63