PART I
Item 1.	Business.		1
Item 1A.	Risk Factors.		10
Item 1B.	Unresolved Staff Comments.		17
Item 2.	Properties.		18
Item 3.	Legal Proceedings.		18
Item 4.	Submission of Matters to a Vote of Security Holders.		18

PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		19
Item 6.	Selected Financial Data.		20
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	1	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.		32
Item 8.	Financial Statements and Supplementary Data.	11	33
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.		54
Item 9A.	Controls and Procedures.	35	54
Item 9B.	Other Information.		54

PART III
Item 10.	Directors, Executive Officers and Corporate Governance.		56
Item 11.	Executive Compensation.		58
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		58
Item 13.	Certain Relationships and Related Transactions, and Director Independence.		58
Item 14.	Principal Accounting Fees and Services.		58

PART IV
Item 15.	Exhibits and Financial Statement Schedules.	38

~~Signatures~~59		39

PART III

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, leveraging our operations to expand and continuing to make disciplined acquisitions. 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 temporarily suspended making additional acquisitions pending improved visibility into the health of the economy and the information technology sector.

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 19 markets throughout North America. In addition, as of December 31, 2008, we had 546 colleagues (defined as billable employees and subcontractors) who are part of “national” business units, who travel extensively to serve clients throughout North America and Europe. Our future growth plan includes expanding our business with a primary focus on the United States, both through increasing the number of professionals and through opening new offices, both organically and through acquisitions. We also intend to continue to leverage our existing offshore capabilities to support our growth and provide our clients flexible options for project delivery. In 2008, 97% 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% of our revenues were derived from clients in Canada and Europe. Over 98% of our total assets were located in the United States in 2008 and 2007 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, an average of 82% of revenues was derived from clients who continued to utilize our services from the prior year, excluding from the calculation for any 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:

United States Economy. Beginning in 2008, the United States economy began to experience 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 enter 2009. According to the most recent forecast from independent market research firm Forrester Research, the decline in the economy will cause the growth in purchases of IT goods and services to decline to 1.6% in 2009, from 4.1% growth in 2008. We have provided services revenue guidance for 2009 of $180 million to $200 million which would represent a decline from 2008 services revenue, including reimbursable expenses, of 19% to 10%.

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-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 are impacted by professional staff vacation and holidays, as well as the timing of buying decisions by clients. 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 cancelled 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. These and other seasonal factors may contribute to fluctuations in our operating results from quarter-to-quarter.

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, enterprise content management, business intelligence, business integration, mobile technology solutions, technology platform implementations and service oriented architectures and enterprise service bus. The platforms in which we have significant domain expertise and on which these solutions are built include IBM WebSphere, Lotus, Information Management and Rational, TIBCO BusinessWorks, Microsoft.NET, Oracle-Seibel, BEA (acquired by Oracle), Cognos (acquired by IBM) and Documentum, among others.

Delivery Model and Methodology. We believe our significant domain expertise enables us to provide high-value solutions through expert project teams that deliver measurable results by working collaboratively with clients through a user-centered, technology-based and business-driven solutions methodology. Our eNable Methodology, a proven execution process map we developed, allows for repeatable, high quality services delivery. The eNable Methodology leverages the thought leadership of our senior strategists and practitioners to support the client project team and focuses on transforming our clients' business processes to provide enhanced customer value and operating efficiency, enabled by Web technology. As a result, we believe we are able to offer our clients the dedicated attention that small firms usually provide and the delivery and project management that larger firms usually offer.

Client Relationships. We have built a track record of quality solutions and client satisfaction through the timely, efficient and successful completion of numerous projects for our clients. As a result, we have established long-term relationships with many of our clients who continue to engage us for additional projects and serve as references for us. Over the past three years ending December 31, 2008, an average of 82% of revenues was derived from clients who continued to utilize our services from the prior year, excluding from the calculation for any revenues from acquisitions completed in that year.

Vendor Relationship and Endorsements. We have built meaningful relationships with software providers, whose products we use to design and implement solutions for our clients. These relationships enable us to reduce our cost of sales and sales cycle times and increase win rates by leveraging our partners' marketing efforts and endorsements. We also serve as a sales channel for our partners, helping them market and sell their software products. We are a Premier IBM business partner, a TeamTIBCO partner, a Microsoft Gold Certified Partner, a Certified Oracle Partner, and an EMC Documentum Select Services Team Partner. Our vendors have recognized our relationships with several awards. Most recently, the Company was honored with IBM’s Information Management 2007 Most Distinguished Partner (North America) Award and IBM’s Lotus 2008 Most Distinguished Partner (North America) Award.

Geographic Focus. We believe we have built one of the leading independent information technology consulting firms in the United States. We serve our clients from locations in 19 markets throughout North America. In addition, as of December 31, 2008, we had 546 colleagues who are part of “national” business units, who travel extensively to serve clients primarily in North America and Europe. Our future growth plan includes expanding our business with a primary focus on the United States, both through increasing the number of professionals and through opening new offices, both organically and through acquisitions. We also intend to continue to leverage our existing offshore capabilities to support our growth and provide our clients flexible options for project delivery.

Offshore Capability. We own and operate a CMMI Level 5 certified global development center in Hangzhou, China that was acquired in 2007. This facility is staffed with Perficient colleagues who provide offshore custom application development, quality assurance and testing services. Additionally, we have a relationship with an offshore development facility in Bitola, Macedonia. Through this facility we contract with a team of professionals with expertise in IBM, TIBCO and Microsoft technologies and with specializations that include application development, adapter and interface development, quality assurance and testing, monitoring and support, product development, platform migration, and portal development. In addition to our offshore capabilities, we employ a substantial number of foreign nationals in the United States on H1-B visas. In 2007, we acquired a recruiting facility in Chennai, India, to continue to grow our base of H1-B foreign national colleagues. As of December 31, 2008, we had 133 colleagues at the Hangzhou, China facility and 215 colleagues with H1-B visas.

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-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:

Enterprise portals and collaboration. We design, develop, implement and integrate secure and scalable enterprise portals for our clients and their customers, suppliers and partners that include searchable data systems, collaborative systems for process improvement, transaction processing, unified and extended reporting and content management and personalization.

Business integration. We design, develop and implement business integration solutions that allow our clients to integrate all of their business processes end-to-end and across the enterprise. Truly innovative companies are extending those processes, and eliminating functional friction, between the enterprise and core customers and partners. Our business integration solutions can extend and extract core applications, reduce infrastructure strains and cost, Web-enable legacy applications, provide real-time insight into business metrics and introduce efficiencies for customers, suppliers and partners.

Enterprise content management (ECM). We design, develop and implement ECM solutions that enable the management of all unstructured information regardless of file type or format. Our ECM solutions can facilitate the creation of new content and/or provide easy access and retrieval of existing digital assets from other enterprise tools such as enterprise resource planning (ERP), customer relationship management or legacy applications. Perficient's ECM solutions include Enterprise Imaging and Document Management, Web Content Management, Digital Asset Management, Enterprise Records Management, Compliance and Control, Business Process Management and Collaboration and Enterprise Search.

Customer relationship management (CRM). We design, develop and implement advanced CRM solutions that facilitate customer acquisition, service and support, sales, and marketing by understanding our customers' needs through interviews, facilitated requirements gathering sessions and call center analysis, developing an iterative, prototype driven solution and integrating the solution to legacy processes and applications.

Service oriented architectures (SOA) and enterprise service bus. We design, develop and implement SOA and enterprise service bus solutions that allow our clients to quickly adapt their business processes to respond to new market opportunities or competitive threats by taking advantage of business strategies supported by flexible business applications and IT infrastructures.

Business intelligence. We design, develop and implement business intelligence solutions that allow companies to interpret and act upon accurate, timely and integrated information. By classifying, aggregating and correlating data into meaningful business information, business intelligence solutions help our clients make more informed business decisions. Our business intelligence solutions allow our clients to transform data into knowledge for quick and effective decision making and can include information strategy, data warehousing and business analytics and reporting.

·	eCommerce. We design, develop and implement secure and reliable eCommerce infrastructures that dynamically integrate with back-end systems and complementary applications that provide for transaction volume scalability and sophisticated content management.

Mobile technology solutions. We design, develop and implement mobile technology solutions that deliver wireless capabilities to carriers, Mobile Virtual Network Operators (MVNO), Mobile Virtual Network Enablers (MVNE), and the enterprise. Perficient's expertise with wireless technologies such as SIP, MMS, WAP, and GPRS are coupled with our deep expertise in mobile content delivery. Our secure and scalable solutions can include mobile content delivery systems; wireless value-added services including SIP, IMS, SMS, MMS and Push-to-Talk; custom developed applications to pervasive devices including Symbian, WML, J2ME, MIDP, Linux; and customer care solutions including provisioning, mediation, rating and billing.

Technology platform implementations. We design, develop and implement technology platform implementations that allow our clients to establish a robust, reliable Internet-based infrastructure for integrated business applications which extend enterprise technology assets to employees, customers, suppliers and partners. Our Platform Services include application server selection, architecture planning, installation and configuration, clustering for availability, performance assessment and issue remediation, security services and technology migrations.

Custom applications. We design, develop, implement and integrate custom application solutions that deliver enterprise-specific functionality to meet the unique requirements and needs of our clients. Perficient's substantial experience with platforms including J2EE, .Net and open-source - plus our flexible delivery structure - enables enterprises of all types to leverage cutting-edge technologies to meet business-driven needs.

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.

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 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. 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 Methodology allows for repeatable, high quality services delivery through a unique and proven execution process map. Our methodology is grounded in a thorough understanding of our clients' overall business strategy and competitive environment. The eNable 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 Methodology 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. To achieve our goal, our strategy is:

Grow Relationships with Existing and New Clients. We intend to continue to solidify and expand enduring relationships with our existing clients and to develop long-term relationships with new clients by providing them with solutions that generate a demonstrable, positive return-on-investment. Our incentive plan rewards our project managers to work in conjunction with our sales people to expand the nature and scope of our engagements with existing clients.

Continue Making Purchases of Equity Securities. In an ongoing effort to provide the most value to our stockholders, the Board of Directors authorized the repurchase of up to $20.0 million of our common stock as part of a program that expires at the end of June 2010. We believe our stock is undervalued and the repurchase program is the best use of a portion of our excess cash at this time. We will continually re-evaluate the position of our stock price and will seek additional authorization to repurchase our common stock if we believe appropriate.

Continue Making Disciplined Acquisitions Once the Economic Environment and Relative Valuations Improve. The information technology consulting market is a fragmented industry and we believe there are a substantial number of smaller privately held information technology consulting firms that can be acquired and be accretive to our financial results. We have a track record of successfully identifying, executing and integrating acquisitions that add strategic value to our business. Our established culture and infrastructure positions us to successfully integrate each acquired company, while continuing to offer effective solutions to our clients. From April 2004 through November 2007, we have acquired and integrated 12 information technology consulting firms. Given the current economic conditions, the Company has temporarily suspended making additional acquisitions pending improved visibility into the health of the economy and the information technology sector and improvement of the relative valuation between the Company’s common stock price and the private market valuations of potential acquisitions.

Expand Geographic Base. We believe we have built one of the leading independent information technology consulting firms in the United States. We serve our customers from our network of 19 offices throughout North America. In addition, as of December 31, 2008, we had 546 colleagues who are part of “national” business units, who travel extensively to serve clients primarily in North America and Europe. Our future growth plan includes expanding our business with a primary focus on the United States, both through increasing the number of professionals and through opening new offices, both organically and through acquisitions. We also intend to continue to leverage our existing ‘offshore’ capabilities to support our growth and provide our clients flexible options for project delivery.

Enhance Brand Visibility. Our focus on a core set of business-driven technology solutions, applications and software platforms and a targeted customer and geographic market has given us market visibility. In addition, we believe we have achieved critical mass in size, which has enhanced our visibility among prospective clients, employees and software vendors. As we continue to grow our business, we intend to highlight to customers and prospective customers our leadership in business-driven technology solutions and infrastructure software technology platforms.

Invest in Our People and Culture. We have developed a culture built on teamwork, a passion for technology and client service, and a focus on cost control and the bottom line. As a people-based business, we continue to invest in the development of our professionals and to provide them with entrepreneurial opportunities and career development and advancement. Our technology, business consulting and project management ensure that client team best practices are being developed across the company and our recognition program rewards teams for implementing those practices. We believe this results in a team of motivated professionals with the ability to deliver high-quality and high-value services for our clients.

Leverage Existing and Pursue New Strategic Alliances. We intend to continue to develop alliances that complement our core competencies. Our alliance strategy is targeted at leading business advisory companies and technology providers and allows us to take advantage of compelling technologies in a mutually beneficial and cost-competitive manner. Many of these relationships, and in particular IBM, result in our partners, or their clients, utilizing us as the services firm of choice.

Expand and Enhance Our Industry Vertical Focus. In 2008 we launched two industry focused practices, healthcare and communications. The goals of these industry verticals is to recruit and retain consultants with specific industry expertise and to ‘mine’ and leverage the intellectual property the Company has and accumulates as we serve clients within these industries. Expanding these verticals will help the Company in terms of revenue generation as well as market expansion beyond our geographic and solution focused business units. Some other industries we have meaningful expertise in include energy, consumer product goods, manufacturing and distribution, and financial services.

Leverage Offshore Capabilities. Our solutions and services are primarily delivered at the customer site and require a significant degree of customer participation, interaction and specialized technology expertise. We can compliment this with lower cost offshore technology professionals to perform less specialized roles on our solution engagements, enabling us to fully leverage our United States colleagues while offering our clients a highly competitive blended average rate. We own and operate a CMMI Level 5 certified global development center in Hangzhou, China that is staffed with Perficient colleagues who provide offshore custom application development, quality assurance and testing services and we maintain an exclusive arrangement with an offshore development and delivery firm in Macedonia. In addition to our offshore capabilities, we employ a substantial number of H1-B foreign nationals in the United States. In 2007, we acquired a recruiting facility in Chennai, India, to continue to grow our base of H1-B foreign national colleagues. As of December 31, 2008 we had 133 colleagues at the Hangzhou, China facility and 215 colleagues with H1-B visas.

Sales and Marketing

As of December 31, 2008, we had a 48 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% of our sales are executed by our direct sales force. In addition to our direct sales team we also have 24 dedicated sales support employees, four regional vice-presidents and 13 business unit general managers 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, TIBCO Software, Inc., Microsoft Corporation, Documentum, Oracle-Siebel, BEA (acquired by Oracle), and webMethods, Inc. These companies are key vendors of open standards 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 and trade shows.

Clients

During the year ended December 31, 2008, we provided services to 530 customers. No one customer provided more than 10% of our total revenues in 2008, 2007 or 2006.

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.

Employees

As of December 31, 2008, we had 1,186 employees, 1,019 of which were billable professionals and 167 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, the Internet and advertising in technical periodicals. 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 make 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, our voluntary attrition rate was approximately 22%. 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.

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 generally vest 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.

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 the 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.

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 and globally. During periods of economic downturns, our clients may decrease their demand for information technology services. In 2008, 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. These conditions 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-shore 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.

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 acquired a global development center in Hangzhou, China. Also in 2007, we acquired a subsidiary which operates a technology consulting recruiting office in Chennai, India. Because of our limited experience with facilities outside of the United States, 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.

Immigration restrictions related to H1-B visas could hinder our growth and adversely affect our business, financial condition and results of operations.

Approximately 19% of our billable workforce is comprised of skilled foreigners 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, 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.

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, due 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.

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.

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 our 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 growth. In order to create the additional capacity necessary to accommodate the 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.

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.

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 revenues on completion of large projects with new arrangements to provide services to the same client or others, we may not be able to avoid declines in 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 adversely affect our revenues and results of operations.

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.

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, 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-fee contracts within budget and on time, our results of operations could be adversely affected.

In 2008, approximately 13% of our projects were performed on a fixed-fee basis, rather than on a time-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 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, which may result in losses.

We may not be able to maintain our level of profitability.

Although we have been profitable for the past five 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.

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 strategic vendor candidates, or if we do identify suitable candidates, 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. 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.

Our stock price has been volatile and may continue to fluctuate widely.

Our common stock is traded on the 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, 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 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 recently adversely impacted the trading prices of securities of many companies, including ours, due to concerns regarding recessionary economic conditions, the 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 our stock price has declined. 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.

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% 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 intend to continue to make investments to support our business growth and may require additional funds 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 board of directors 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.

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 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 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 10,079 square feet and 2,700 square feet, respectively, for these functions. We lease 19 offices in major cities across North America and China. 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.

No matters were submitted to a shareholder vote during the quarter ended December 31, 2008.

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 the 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 the Nasdaq Global Select Market since January 1, 2007.

	High		Low
Year Ending December 31, 2008:
First Quarter	$	17.08	$	6.43
Second Quarter		11.91		7.82
Third Quarter		10.94		6.04
Fourth Quarter		6.80		2.31

Year Ending December 31, 2007:
First Quarter	$	21.55	$	16.02
Second Quarter		23.29		18.51
Third Quarter		25.19		18.91
Fourth Quarter		24.75		14.65

On February 27, 2009, the last reported sale price of our common stock on the Nasdaq Global Select Market, a tier of The NASDAQ Stock Market LLC, was $3.52 per share. There were approximately 377 stockholders of record of our common stock as of February 27, 2009, including 237 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’s Board of Directors approved an increase under the share repurchase program by up to $10.0 million. This is in addition to the remaining share repurchase authority under the March 2008 program of up to $10.0 million for a combined total of up to $20.0 million. The repurchase program expires June 30, 2010. While it is not the Company’s 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’s management based on its evaluation of market conditions, share price and other factors.

The Company had repurchased approximately $9.2 million of its outstanding common stock under the program as of December 31, 2008.

Period	Total Number of Shares Purchased		Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
Beginning Balance as of October 1, 2008	637,031				637,031		$	5,213,570
October 1-31, 2008		91,018		5.22		91,018	$	4,745,283
November 1-30, 2008		671,887		3.59		671,887	$	2,672,362
December 1-31, 2008		448,364		4.25		448,364	$	10,821,786
Ending Balance as of December 31, 2008		1,848,300				1,848,300

(1)	Average price paid per share includes commission.

(2)

The additional program to repurchase up to $10.0 million of the Company’s outstanding common stock was approved by the Company’s Board of Directors on December 17, 2008. This is in addition to the repurchase authority for up to $10.0 million of the Company’s common stock approved by the Company’s Board of Directors on March 26, 2008. The repurchase program expires June 30, 2010.

Item 6.

Selected Financial Data.

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, has been prepared in accordance with U.S. generally accepted accounting principles. The financial data presented is not directly comparable between periods as a result of the adoption of 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, two acquisitions in 2005, and three acquisitions in 2004.

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,
	2008			2007		2006			2005			2004
Income Statement Data:						(In thousands)
Revenues	$	231,488		$	218,148	$	160,926		$	96,997		$	58,848
Gross margin	$	73,502		$	75,690	$	53,756		$	32,418		$	18,820
Selling, general and administrative	$	47,242		$	41,963	$	32,268		$	17,917		$	11,068
Depreciation and amortization	$	6,949		$	6,265	$	4,406		$	2,226		$	1,209
Impairment of intangible assets	$	1,633		$	--	$	--		$	--		$	--
Income from operations	$	17,678		$	27,462	$	17,082		$	12,275		$	6,543
Net interest income (expense)	$	528		$	172	$	(407	)	$	(643	)	$	(134	)
Net other income (expense)	$	(915	)	$	20	$	174		$	43		$	32
Income before income taxes	$	17,291		$	27,654	$	16,849		$	11,675		$	6,441
Net income	$	10,000		$	16,230	$	9,567		$	7,177		$	3,913

	As of December 31,
	2008		2007		2006		2005		2004
Balance Sheet Data:	(In thousands)
Cash and cash equivalents	$	22,909	$	8,070	$	4,549	$	5,096	$	3,905
Working capital	$	56,176	$	41,368	$	24,859	$	17,078	$	9,234
Property and equipment, net	$	2,345	$	3,226	$	1,806	$	960	$	806
Goodwill and intangible assets, net	$	115,634	$	121,339	$	81,056	$	52,031	$	37,340
Total assets	$	194,247	$	189,992	$	131,000	$	84,935	$	62,582
Current portion of long term debt and line of credit	$	--	$	--	$	1,201	$	1,581	$	1,379
Long-term debt and line of credit, less current portion	$	--	$	--	$	137	$	5,338	$	2,902
Total stockholders' equity	$	174,818	$	165,562	$	107,352	$	65,911	$	44,622

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~~

Overview

We are an information technology consulting firm serving Forbes Global 2000 (“Global 2000”) and other large enterprise companies ~~throughout~~with a primary focus on the United ~~States and Canada.~~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 developed by our partners. 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 ~~these benefits by integrating, automating~~clients to meet the changing demands of an increasingly global, Internet-driven 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.competitive marketplace.

Services Revenues

~~Services Revenues~~

Services revenues are derived from professional services performed developing, implementing, integrating, automating and extending business processes, ~~and~~ technology infrastructure, and software applications. Most of our projects are performed on a time and materials basis, and a smaller amount of revenues is derived from projects performed on a fixed fee basis. Fixed fee engagements represented approximately 9%13% of our services revenues for the ~~year~~twelve months ended December 31, ~~2006.~~2008. For time and material projects, revenues isare 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. Revenues on uncompleted projects are recognized on a contract-by-contract basis in the period in which the portion of the fixed fee is complete. Amounts invoiced to clients in excess of revenues recognized are classified as deferred revenues. ~~The Company's average bill rates increased slightly in 2006. The Company is anticipating modest additional increases in 2007.~~ 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 Revenues~~

Software and Hardware Revenues

Software and hardware revenues are derived from sales of third-party ~~software.~~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 event we do not meet the requirements to be considered a principal in the ~~software sale~~ transaction and act as an agent, the revenues are recorded on a net basis. Software and hardware revenues are expected to fluctuate from quarter-to-quarter depending on our ~~customers'~~customers’ demand for ~~software~~these products.

~~Cost~~ If we enter into contracts for the sale of ~~revenues~~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 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 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 and subcontractors. Non-cash compensation includes stock compensation expenses arising from restricted stock and option grants to employees.~~professionals. Cost of revenues also includes ~~third-party~~the costs associated with subcontractors. Third-party software and hardware costs, reimbursable expenses and other unreimbursed project related ~~expenses.~~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.~~revenues which are primarily personal computers, servers and other information technology related equipment.

121

Gross Margins

Our gross margins for services are affected by the utilization rates of our professionals, defined as the percentage of our ~~professionals'~~professionals’ time billed to customers divided by the total available hours in the respective 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. Subject to fluctuations resulting from our acquisitions, we expect these key metrics of our services business to remain relatively constant for the foreseeable future assuming there are no further declines in the demand for information technology software and services. Gross margin percentages of third 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”) consist of salaries, benefits, bonuses, non-cash compensation, office costs, recruiting, professional fees, sales and marketing activities, training, and other miscellaneous expenses. Non-cash compensation includes stock compensation expenses related to restricted stock, ~~and~~ option grants to employees and non-employee ~~directors.~~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 ~~business partners,~~vendors, most notably IBM, whose products we use to design and implement solutions for our clients. These ~~partnerships~~relationships enable us to reduce our selling costs and sales cycle times and increase win rates through leveraging our partners' marketing efforts and endorsements. ~~A substantial portion of our SG&A costs are relatively fixed. As a result, we expect SG&A costs as a percentage of revenue to decline as we continue to increase revenues in 2007.~~

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, leveraging our operations to expand ~~nationally~~ and continuing to make disciplined ~~acquisitions. We believe the United States represents an attractive market for growth, primarily through~~ acquisitions. As demand for our services grows, we ~~believe we will attempt to increase~~anticipate increasing the number of professionals in our 1519 North American offices and ~~to add~~adding new offices throughout the United States, 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. In addition, we believe our track record for identifying acquisitions and our ability to integrate acquired businesses ~~helps~~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 ~~six~~nine acquisitions since January 1, 2005, including ~~one~~four in ~~February~~ 2007.

~~Results~~ Given the current economic conditions, the Company has temporarily suspended making additional acquisitions pending improved visibility into the health of ~~Operations~~the economy.

Results of Operations

The following table summarizes our results of operations as a percentage of total revenues:

Revenues:	2006			2005			2004			2008			2007			2006
Services revenues		85.6	%		86.3	%		73.6	%		89.6	%		87.8	%		85.6	%
Software revenues		9.0			9.7			22.4
Reimbursed expenses		5.4			4.0			4.0
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			100.0			100.0			100.0
Cost of revenues (exclusive of depreciation and amortization, shown separately below):
Project personnel costs		52.3			52.7			44.3			56.6			52.6			52.3
Software costs		7.5			8.0			19.3
Software and hardware costs											3.7			5.5			7.5
Reimbursable expenses		5.4			4.0			4.0			5.7			5.7			5.4
Other project related expenses		1.3			1.9			0.5			2.2			1.5			1.3
Total cost of revenues		66.5			66.6			68.1			68.2			65.3			66.5
Services gross margin		37.4			36.7			39.2			34.4			38.4			37.4
Software gross margin		16.1			17.8			13.9
Software and hardware gross margin											19.4			15.9			16.1
Total gross margin		35.3			34.8			33.3			31.8			34.7			33.5
Selling, general and administrative		20.1			18.5			18.8			20.4			19.2			20.1
Depreciation and amortization		2.7			2.3			2.1
Depreciation and intangibles amortization											3.0			2.9			2.7
Impairment of intangibles											0.7			0.0			0.0
Income from operations		10.7			12.6			11.0			7.7			12.6			10.6
Interest expense, net		(0.2	)		(0.7	)		(0.2	)
Interest income (expense), net											0.2			0.1			(0.3	)
Other income (expense), net											(0.4	)		0.0			0.1
Income before income taxes		10.5			11.9			10.8			7.5			12.7			10.5
Provision for income taxes		4.5			4.6			4.3			3.2			5.2			4.5
Net income		6.0	%		7.3	%		6.5	%		4.3	%		7.5	%		6.0	%

Year Ended December 31, ~~2006~~2008 Compared to Year Ended December 31, ~~2005~~2007

Revenues. Total revenues increased ~~66%~~6% to ~~$160.9~~$231.5 million for the year ended December 31, ~~2006~~2008 from ~~$97.0~~$218.1 million for the year ended December 31, ~~2005.~~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 ~~65%~~8% to ~~$137.7~~$207.5 million in 2006 from $83.7 million in 2005. These increases were attributable to increased demand for the Company's services and to the acquisitions of Bay Street Solutions Inc. (“Bay Street”), Insolexen Corp. (“Insolexen”), and the Energy, Government and General Business (“EGG”) division of Digital Consulting & Software Services, Inc. in 2006 and the full year impact of the acquisitions of iPath and Vivare in 2005. Services revenue increased 23% due to organic services revenue growth for the year ended December 31, ~~2006 compared to 14%~~2008 from $191.4 million for the year ended December 31, 2005. The Company calculates organic services revenue growth by measuring the trailing four quarters sequential quarterly services revenue growth for businesses that have been owned for at least two quarters.

~~Additionally, the increase in~~2007. Services revenues attributable to our base business decreased $13.5 million while services revenues ~~resulted~~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 increases in the number of projects. The average utilization rate of our professionals, excluding subcontractors, remained consistent at 83% for the years ended December 31, 2006 and 2005. The Company believes utilization rates will be similar$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 ~~54% to $14.4~~$1.9 million, resulting in ~~2006 from $9.4 million in 2004 mainly due to acquisitions and corresponding services revenue growth.~~a net decrease of $3.5 million. Reimbursable expenses increased ~~127%~~6% to ~~$8.8~~$13.3 million in ~~2006~~2008 from ~~$3.9~~$12.5 million in ~~2005~~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 ~~66%~~11% to ~~$107.2~~$158.0 million for the year ended December 31, ~~2006~~2008 from ~~$64.6~~$142.5 million for the year ended December 31, ~~2005. The increase in~~2007. Cost of revenues attributable to our base business decreased $7.9 million while cost of revenues is attributable to anthe companies acquired in 2007 increased $23.4 million, resulting in a net increase ~~in the number~~ of professionals as a result of organic growth in addition to the acquisitions of Bay Street, Insolexen, and EGG, an increase in bonus costs associated with strong operating performance, and stock compensation expense.$15.5 million. The average number of professionals performing services, including subcontractors, increased to ~~686~~1,165 for the year ended December 31, ~~2006~~2008 from ~~431~~984 for the year ended December 31, ~~2005.~~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.

Selling, General and Administrative. Selling, general and administrative 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)
Selling, General, and Administrative Expense	(in millions)
Stock compensation expense	$	1.7
Office and technology-related costs		1.5
Salary expense		1.4
Sales related costs		1.0
Bad debt expense		0.8
Customer dispute settlement		0.8
Other		0.6
Bonus expense		(2.6	)
Net increase	$	5.2

Selling, general and administrative 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 ~~included~~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 projected 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 Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), and 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”). 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 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.

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, ~~2006 was nearly $1 million. No stock compensation expense was recognized~~2007 compared to the year ended December 31, 2006. The remaining increase in cost of revenues ~~prior~~is attributable to ~~January 1,~~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. ~~The increase in stock compensation expense is the result of our adoption of Statement of Financial Accounting Standards No. 123 (revised) (“SFAS 123R”),~~ ~~Share Based Payment,~~ ~~on January 1, 2006.~~

Costs associated with software sales ~~increased 57%~~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 ~~2006 from $7.7~~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 ~~2005 in connection with the increased software revenues in 2006 compared to 2005.~~a net decrease of $0.1 million.

Gross Margin. Gross margin increased ~~66%~~41% to $75.7 million for the year ended December 31, 2007 from $53.8 million for the year ended December 31, ~~2006 from $32.4 million for the year ended December 31, 2005.~~2006. Gross margin as a percentage of revenues ~~remained consistent at 33.4% for the years ended December 31, 2006 and 2005. Services gross margin~~ increased to ~~37.4% in 2006 from 36.7% in 2005 primarily due toan increase in average billing rates and improved project pricing. This increase was partially offset by $1 million of non-cash stock compensation expense recognized in cost of revenues during~~34.7% for the year ended December 31, ~~2006, as discussed above. Excluding stock compensation expense, gross margin increased to 34%~~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 ~~33%~~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, ~~2005.~~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 ~~from 17.7% in 2005~~ primarily as a result of fluctuations in ~~selling prices to customers due to fluctuations in~~ vendor and competitive pricing based on market conditions at the time of the sales.

Selling, General and Administrative. Selling, general and administrative expenses increased ~~80%~~30% to $42.0 million for the year ended December 31, 2007 from $32.3 million for the year ended December 31, 2006 ~~from $17.9 million for the year ended December 31, 2005~~ due primarily to ~~an increase~~fluctuations in ~~bonus costs associated with strong operating performance of $3.5 million. We also experienced increases~~expenses as detailed in sales related costs of $3.2 million, management personnel, support personnel and facilities related to our investment in our infrastructure, including improvements related to Sarbanes-Oxley of $2.3 million. The acquisitions of Bay Street, Insolexen, and EGG during 2006 also contributed to the increase. Stock compensation expense included in selling, general and administrative expenses for the year ended December 31, 2006 was $2.1 million compared to $264,000 for the year ended December 31, 2005. The increase in stock compensation expense is the result of our adoption of SFAS 123R on January 1, 2006.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 ~~excluding stock compensation, increased~~decreased to 19% for the year ended December 31, ~~2006~~2007 from ~~18%~~20% for the year ended December 31, ~~2005 due~~2006, primarily ~~to higher bonus and recruiting, partially offset~~driven by lower ~~office~~bonus costs ~~salaries,~~as a percent of revenue and ~~professional fees.~~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 compared to 0.3% for the year ended December 31, 2005.~~2006.

Depreciation. Depreciation expense increased ~~54%~~64% to ~~$948,000~~$1.6 million during ~~2006~~2007 from approximately ~~$615,000~~$0.9 million during ~~2005.~~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 ~~total revenues~~services revenue, excluding reimbursable expenses, was ~~0.6%~~0.8% and 0.7% for the years ended December 31, 2007 and 2006, ~~and 2005.~~respectively.

~~Intangibles~~ Amortization. ~~Intangibles amortization expenses~~Amortization increased ~~115%~~36% to $4.7 million for the year ended December 31, 2007 from approximately $3.5 million for the year ended December 31, ~~2006 from approximately $1.6 million for the year ended December 31, 2005.~~2006. The increase in amortization expense reflects the acquisition of intangibles acquired ~~from Bay Street, Insolexen,~~in 2006 and ~~EGG and full year~~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 ~~acquired for iPath~~are outlined in Note 6, Goodwill and ~~Vivare.~~Intangible Assets, of our consolidated financial statements.

Net Interest Income or Expense. ~~Interest~~We had interest income, net of interest expense, ~~decreased 23% to $509,000~~of $172,000 for the year ended December 31, ~~2006~~2007 compared to ~~approximately $658,000~~interest expense, net of interest income, of $407,000 during the year ended December 31, ~~2005. This decrease is primarily due to a lower average amount~~2006. We repaid all outstanding debt in May 2007 and incurred no debt or interest expense during the rest of ~~debt outstanding during 2006 compared to 2005. As of December 31, 2006, there was approximately $1.3 million outstanding on~~ the acquisition line of credit and no amounts outstanding on the accounts receivable line of credit. Our outstanding borrowings on the acquisition line of credit had an average interest rate of 7.0% for the year ended December 31, 2006 while the average interest rate on our accounts receivable line of credit borrowings for the year ended December 31, 2006 was 7.96%. During 2006, we drew down $34.9 million on the accounts receivable line of credit and repaid $38.9 million.fiscal year.

Provision for Income Taxes. We ~~accrue a provision~~provided for federal, state and foreign income tax at the applicable statutory rates adjusted for non-deductible expenses. Our effective tax rate increased to 43.2% for the year ended December 31, 2006 from 38.5% for the year ended December 31, 2005 as a result of non-deductible stock compensation related to incentive stock options included in our statement of operations in 2006 as a result of the adoption of SFAS 123R on January 1, 2006 and certain non-deductible compensation required by Section 162(m) of the Internal Revenue Code, which imposes a limitation on the deductibility of certain compensation in excess of $1 million paid to covered employees .

~~Year Ended December 31, 2005 Compared to Year Ended December 31, 2004~~

~~Revenues~~. Total revenues increased 65% to $97.0 million for the year ended December 31, 2005 from $58.8 million for the year ended December 31, 2004. Services revenues increased 93% to $83.7 million in 2005 from $43.3 million in 2004. These increases were attributable to increased demand for the Company's services and to the acquisitions of iPath Solutions, Ltd. (“iPath”) and Vivare, LP (“Vivare”) in 2005 and the full year impact of the acquisitions of Genisys Consulting, Inc. (“Genisys”), Meritage Technologies, Inc. (“Meritage”) and ZettaWorks LLC (“Zettaworks”) in 2004.

Additionally, the increase in services revenues resulted from increases in average project size and quantity of projects. The average utilization rate of our professionals, excluding subcontractors, remained relatively stable at 83% for the year ended December 31, 2005. For the years ended December 31, 2005 and 2004, 9% and 17%, respectively, of our revenues was derived from sales to IBM. While the dollar amount of revenues from IBM has remained relatively constant over the past two years, the percentage of total revenues from IBM has decreased as a result of the Company's growth and corresponding customer diversification. Software revenues decreased 29% to $9.4 million in 2005 from $13.2 million in 2004 due to lower client demand in the fourth quarter of 2005 compared to 2004. Software revenues are generated from the sale of third party software except for approximately $282,000 from the sale of internally developed software recognized in 2005. Reimbursable expenses increased 65% to $3.9 million in 2005 from $2.3 million in 2004.

~~Cost of revenues~~. Cost of revenues increased 61% to $64.6 million for the year ended December 31, 2005 from $40.0 million for the year ended December 31, 2004. The increase in cost of revenues is attributable to an increase in the number of professionals due to hiring and the acquisitions of ZettaWorks, iPath, and Vivare. The average number of professionals performing services, including subcontractors, increased to 431 for the year ended December 31, 2005 from 220 for the year ended December 31, 2004. In addition, the Company changed its internal policy for the carry-over of billable employee's accrued vacation hours which we had allowed as of December 31, 2004, but discontinued this policy and allowed no more vacation hour carry-overs as of December 31, 2005. As a result, the Company had approximately $237,000 of billable employee's accrued vacation expense as of December 31, 2004 which was forfeited during 2005. Costs associated with software sales decreased 32% to $7.7 million in 2005 from $11.3 million in 2004 in connection with the decreased software revenues in 2005 compared to 2004.

~~Gross Margin~~. Gross margin increased 72% to $32.4 million for the year ended December 31, 2005 from $18.8 million for the year ended December 31, 2004. Gross margin as a percentage of total revenues increased to 33.4% in 2005 from 32.0% in 2004. The increase in gross margin as a percentage of total revenues is due to a mix of improved software margins off-set by lower services margins. Services gross margin decreased slightly to 36.7% in 2005 from 39.2% in 2004 primarily due to lower gross margins on consulting services contracts acquired in the acquisitions of ZettaWorks and iPath. These businesses are national practices rather than local practices and, as a result, they incur a greater amount of unreimbursed travel expenses for delivery of services outside of their local geographic market. Unreimbursed expenses negatively impact our services gross margins. Services gross margins have also been impacted by the acquisition of Vivare which has slightly lower services gross margins than our historical average. Software gross margin increased to 17.7% in 2005 from 13.9% in 2004 primarily as a result of fluctuations in selling prices to customers based on fluctuations in vendor pricing based on market conditions at the time of the sales and from the sale of internally developed software representing software revenues of approximately $282,000 for which there was no associated cost of revenues.

~~Selling, General and Administrative~~. Selling, general and administrative expenses increased 62% to $17.9 million for the year ended December 31, 2005 from $11.1 million for the year ended December 31, 2004 due primarily to increases in the cost of compliance with the Sarbanes-Oxley Act of 2002, professional service fees associated with external audits, and additions of sales personnel, management personnel, support personnel and facilities related to the acquisitions of iPath and Vivare in 2005 and the full year impact of the acquisitions of Genisys, Meritage and Zettaworks in 2004. However, selling, general and administrative expenses as a percentage of total revenues decreased to 18.5% for the year ended December 31, 2005 from 18.8% for the year ended December 31, 2004. The decrease in selling, general and administrative expenses as a percentage of services revenues is the result of operational efficiencies and economies of scale as the Company has grown. However, these cost efficiencies have been off-set by the cost of compliance with the Sarbanes-Oxley Act of 2002 and regular external audit costs which resulted in total costs to the Company during 2005 of approximately $837,000 compared to approximately $145,000 in 2004. In addition, the Company changed its internal policy for the carry-over of selling, general and administrative employee's accrued vacation hours which we had allowed as of December 31, 2004, but discontinued this policy and allowed no more vacation hour carry-overs as of December 31, 2005. As a result, the Company had approximately $48,000 of selling, general and administrative employee's accrued vacation expense as of December 31, 2004 which was forfeited during 2005. Also, during 2005, the Company reduced its allowance for doubtful accounts by approximately $104,000 as a result of improved collections on accounts receivable. Finally, during 2005, the Company realized approximately $300,000 in reduced organizational meeting expenses as compared to 2004.

~~Depreciation~~. Depreciation expense increased 20% to approximately $615,000 during 2005 from approximately $512,000 during 2004. The increase is due to a general increase in purchases of fixed assets to accommodate growth.

~~Intangibles Amortization~~. Intangibles amortization expenses, arising from acquisitions, increased 131% to approximately $1.6 million for the year ended December 31, 2005 from approximately $0.7 million for the year ended December 31, 2004. The increase in amortization expense is the result of increased acquisition activity.

~~Interest Expense~~. Interest expense increased 380% to approximately $659,000 for the year ended December 31, 2005 compared to approximately $137,000 during the year ended December 31, 2004. This increase in interest expense is due to the interest expense related to the acquisition line of credit which was drawn down in connection with the acquisitions of Meritage in June 2004 and ZettaWorks in December 2004, and on draws on the accounts receivable line of credit in connection with the acquisitions of iPath and Vivare. As of December 31, 2005, there was approximately $2.7 million outstanding on the acquisition line of credit and approximately $4.0 million outstanding on the accounts receivable line of credit. During 2005, we drew down $12 million on the accounts receivable line of credit and repaid $8 million.

~~Provision for Income Taxes~~~~. We accrue a provision for federal, state and foreign income tax~~taxes at the applicable statutory rates adjusted for non-deductible expenses. Our effective tax rate decreased ~~slightly~~ to ~~38.5%~~41.3% for the year ended December 31, ~~2005~~2007 from ~~39.2%~~43.2% for the year ended December 31, ~~2004~~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 ~~certain non-deductible expenses. We had deferred tax assets resulting from~~the state income taxes, net operating and capital losses of acquired companies amounting to approximately $2.8 million for which we had a valuation allowance of approximately $2.3 million. We had additional deferred tax assets of approximately $0.4 million from temporary differences between book and tax valuations. These combined deferred tax assets of $0.9 million were off-set by deferred tax liabilities of $0.7 million related to identifiable intangibles, goodwill, and cash to accrual adjustments. Any reversal of the valuation allowance on the deferred tax assets will be adjusted against goodwill and will not have an impact on our statement of operations. All of the net operating and capital losses relate to acquired entities, and as such are subject to annual limitations on usage under the “change in control” provisions of the Internal Revenues Code.federal benefit.

Liquidity and Capital Resources

In August 2007, it was determined that the Consolidated Statement of Cash Flows should be restated to properly reflect certain transactions related to our business acquisitions that were incorrectly classified as operating cash flows. As a result of these errors and as more fully discussed in the Introductory Note to this Amendment No. 2, certain financial and other information contained herein have been restated to reflect adjustments described in Note 2 to the accompanying consolidated financial statements. Please read Note 2 for a discussion of the adjustments. The discussion of liquidity and capital resources below is based on the restated Consolidated Statements of Cash Flows.

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

As of December 31,

2006

2005

Cash and cash equivalents $ 4.5 $ 5.1
Working capital 24.9 17.1

	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

Net Cash Provided By Operating Activities

We expect to fund our operations from cash generated from operations and short-term borrowings as necessary from our credit facility. We believe that these capital resources will be sufficient to meet our needs for at least the next twelve months. Net cash ~~generated~~provided by operations for the year ended December 31, ~~2006~~2008 was ~~$13.1~~$26.8 million compared to ~~$9.2~~$23.1 million for the year ended December 31, ~~2005.~~2007. For the year ended December 31, 2008, net cash provided by operations consisted of net income of $10.0 million plus non-cash charges such as stock compensation, amortization, depreciation, and impairment of intangible assets, of $15.8 million plus net working capital reductions of $1.0 million. The primary components of operating cash flows for the year ended December 31, ~~2006 were~~2007 are net income ~~after adding back~~of $16.2 million plus non-cash ~~expenses~~charges of ~~$17.1~~$12.0 million which were offset by ~~increases to accounts receivable~~investments in working capital of ~~$5.8 million, decreases to accounts payable of $1.3 million, and decreases to other liabilities of $0.7~~$5.1 million. The increase in operating cash flow is due primarily to an increase in non-cash stock compensation of $2.9 million and intangibles amortization of $1.8 million. The increase in accounts receivable is primarily related to acquisitions. No significant changes occurred in the averageCompany’s days sales ~~outstanding.~~outstanding as of December 31, 2008 decreased to 71 days from 73 days at December 31, 2007.

Net Cash Used in Investing Activities

For the year ended December 31, ~~2006,~~2008, we used approximately ~~$17.2~~$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, ~~primarily~~ to acquire ~~Bay Street, Insolexen,~~E Tech, Tier1, BoldTech, and ~~EGG.~~ePairs. In addition, we used approximately ~~$1.5~~$2.2 million during ~~2006~~2007 to purchase equipment ~~fixed assets~~ and ~~used approximately $136,000 for software capitalized for internal use to expand our information management systems. For~~develop certain software.

Net Cash Provided By Financing Activities

During the year ended December 31, ~~2005,~~2008, we ~~used approximately $11.2~~made no borrowings under our line of credit; however, we made payments of $0.4 million in ~~cash, net~~fees related to our new credit facility and we incurred $0.9 million in income tax expense due to the decline in the Company’s share price of ~~cash acquired, primarily~~underlying stock awards that were exercised or vested. We used $9.2 million to acquire iPath and Vivare. In addition, during 2005 we used approximately $691,000 to purchase equipment fixed assets and used approximately $599,000 for software capitalized for internal use to expand our information management systems.

~~Net Cash from Financing Activities~~

~~Our financing activities consisted primarily~~repurchase shares of ~~net payments totaling $4.0 million on our accounts receivable line of credit and $1.3 million of payments on long term debt. During 2006, we received $4.2~~the Company’s common stock through the stock repurchase program which was partially offset by $0.9 million from exercises of stock options and ~~warrants and~~ sales of stock through ~~the Company's~~our Employee Stock Purchase ~~Program. In addition,~~Plan. During the year ended December 31, 2007, we made payments of $1.3 million on our long-term debt. Also, we received $3.9 million from proceeds from exercises of stock options and sales under our Employee Stock Purchase Plan and we realized tax benefits onrelated to stock option exercises and restricted stock vesting of ~~$6.6 million during 2006. Prior to the adoption of Statement of Financial Accounting Standards No. 123R (As Amended),~~ ~~Share Based Payment~~ ~~(“SFAS 123R”) in 2006, the tax benefit on stock option exercises was classified as an activity in operating cash flows.~~$6.9 million.

Availability of Funds from Bank Line of Credit Facilities

~~We have~~ On May 30, 2008, the Company entered into a ~~$51.3 million credit facility~~Credit Agreement (the “Credit Agreement”) with Silicon Valley Bank (“SVB”) and ~~Key Bank~~KeyBank National Association (“~~Key Bank”~~KeyBank”) ~~comprising~~. 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 accounts receivable line~~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.

All outstanding amounts owed under the Credit Agreement become due and ~~a $26.3 million acquisition line~~payable no later than the final maturity date of ~~credit.~~May 30, 2012. Borrowings under the ~~accounts receivable line of~~ credit facility bear interest at the ~~bank's~~Company’s option at SVB’s prime rate ~~or 8.25%, as of~~(4.00% on December 31, ~~2006.~~2008) plus a margin ranging from 0.00% to 0.50% or one-month LIBOR (0.44% on December 31, 2008) 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, ~~2006, there were no amounts outstanding under~~2008, the ~~accounts receivable line of credit and $25~~Company had $49.9 million of available borrowing ~~capacity, excluding $450,000 reserved for two outstanding letters~~capacity. The Company will incur an annual commitment fee of ~~credit to secure facility leases. In January 2007,~~0.30% on the ~~letters~~unused portion of ~~credit decreased $50,000. This accounts receivable~~the line of ~~credit matures in June 2008.~~credit.

~~Our $26.3 million term acquisition line of credit with Silicon Valley Bank and Key Bank provides an additional source of financing for certain qualified acquisitions.~~ As of December 31, 2006 the balance outstanding under this acquisition line of credit was $1.3 million. Borrowings under this acquisition line of credit bear interest equal to the four year U.S. Treasury note yield plus 3% based on the spot rate on the day the draw is processed (7.69% at December 31, 2006). Borrowings under this acquisition line are repayable in thirty-six equal monthly installments, after the initial interest only period which continues through June 29, 2007. Draws under this acquisition line may be made through June 29, 2008. We currently have $25 million of available borrowing capacity under this acquisition line of credit.

~~As of December 31, 2006,~~2008, 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.

Stock Repurchase Program

In 2008, the Company’s Board of Directors authorized the repurchase of up to $20.0 million of the Company’s common stock. As of December 31, 2008, $9.2 million of Company common stock has been repurchased under this program and $10.8 million of Company common stock may yet be purchased under such authorization.

The Company has 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 make a portion of its Company 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.

Lease Obligations

There were no material changes outside the ordinary course of our business in lease obligations or other contractual obligations in 2006. We believe that the current available funds, access to capital from our credit facilities, possible capital from registered placements of equity through the shelf registration, and cash flows generated from operations will be sufficient to meet our working capital requirements and meet our capital needs to finance acquisitions for the next twelve months.2008.

~~We have~~Shelf Registration Statement

In July 2008, we filed a shelf registration statement with the ~~Securities and Exchange Commission~~SEC to allow for offers and sales of our common stock from time to time. Approximately 5four 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.

Contractual Obligations

~~Contractual Obligations~~

~~In connection with certain of our acquisitions, we were required to establish various letters~~ We currently have one letter of credit ~~totaling $450,000 to serve~~for $100,000 outstanding that serves as collateral to secure a facility ~~leases.~~lease. The ~~letters~~letter of credit ~~reduce~~reduces the borrowings available under our ~~accounts receivable~~ line of credit. ~~In January 2007, the letters of credit decreased $50,000.~~

~~In connection with the acquisition of Javelin, we issued $1.5 million in notes, which have been fully repaid since April 2006.~~

We have incurred commitments to make future payments under contracts such as ~~leases and certain long-term liabilities.~~leases. Maturities ~~including estimated interest,~~ under these contracts are set forth in the following table as of December 31, ~~2006~~2008 (in thousands):

	Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Operating lease obligations	$	7,673	$	2,258	$	3,884	$	1,216	$	315
Total	$	7,673	$	2,258	$	3,884	$	1,216	$	315

Payments Due by Period

Contractual Obligations

Total

Less Than
1 Year

1-3
Years

3-5
Years

More
Than 5
Years

Long-term debt obligations, including estimated interest $ 1,390 $ 1,251 $ 139 $ -- $ --
Operating lease obligations 4,683 1,355 2,148 1,119 61
Total $ 6,073 $ 2,606 $ 2,287 $ 1,119 $ 61

See Note ~~10 - "Income Taxes"~~9, Income Taxes, in Notes to Consolidated Financial Statements for information related to the Company's obligations for taxes.

Conclusion

If our capital is insufficient to fund our activities in either the short or 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.

~~Subsequent Event~~ We believe that the current 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.

On February 20, 2007, the Company consummated the acquisition of E-Tech Solutions. The Company paid approximately $12.2 million consisting of approximately $6.1 million in cash and $6.1 million worth of the Company's common stock, subject to certain post-closing adjustments. As required, we will use the closing price of the Company's common stock at or near the close date in reporting the value of the stock consideration paid in the acquisition, which was $20.34. The Company issued 306,248 shares of its common stock in connection with the acquisition.

Critical Accounting Policies

The Company's accounting policies are described in Note 32, Summary of Significant Accounting Policies, in Notes to ~~the~~ Consolidated Financial Statements. The Company believes its most critical accounting policies include revenue recognition, ~~estimating the allowance for doubtful accounts,~~ accounting for goodwill and intangible assets, purchase accounting, ~~allocation,~~ accounting for stock-based compensation, ~~deferred~~and income ~~taxes and estimating the related valuation allowances.~~taxes.

Revenue Recognition and Allowance for Doubtful Accounts

~~Consulting revenues~~ Revenues are ~~comprised of revenues~~primarily derived from professional services ~~fees recognized primarily~~provided on a time and materials ~~basis as performed.~~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 ~~engagements,~~projects, revenues isare generally recognized using the ~~proportionate performance~~input method based on the ratio of hours expended to total estimated hours. ~~Revenues on uncompleted projects are recognized on a contract-by-contract basis in the period in which the portion of the fixed fee is complete. Billings~~Amounts invoiced to clients in excess of ~~costs plus earnings~~revenues recognized are classified as deferred revenues. ~~Our normal payment terms are net 30 days. Reimbursements~~On many projects the Company is also reimbursed for out-of-pocket expenses such as airfare, lodging and meals. These reimbursements are included ~~in gross~~as a component of revenues. Revenues from ~~the sale of third-party~~ software and hardware sales are generally recorded on a gross basis ~~provided that we act~~based on the Company's role as ~~the~~ principal in the transaction. On rare occasions, the Company enters into a transaction where it is not the principal. In ~~the event we do not meet the requirements to be considered the principal in the software sale transaction, we record the revenues~~these cases, revenue is recorded on a net basis. ~~There is no effect on net income between recording the software sales on a gross basis versus a net basis.~~

For our sales arrangements that contain multiple revenue elements, such as software licenses, professional services and software maintenance, we first determine whether the arrangement is within the scopein accordance with American Institute of Certified Public Accountants (“AICPA”) Statement of Position 97-2, Software Revenue Recognition, Emerging Issues Task Force ~~("EITF"~~(“EITF”) ~~EITF~~Issue No. 00-21, ~~("EITF 00-21"), "Revenue~~ Revenue Arrangements with Multiple ~~Deliverables" or Statement of Position ("SOP") 97-2 ("SOP 97-2")~~Deliverables, ~~"Software~~and SEC Staff Accounting Bulletin No. 104, Revenue ~~Recognition"~~Recognition. ~~Under EITF 00-21, separate~~Specifically, if the Company enters into contracts ~~to provide services or~~ for the sale of services and software or hardware, then the Company evaluates whether the services are essential to the ~~same client must be evaluated as a multiple element arrangement if they are entered into~~functionality of the software or hardware and whether it has objective fair value evidence for each deliverable in the ~~same time frame. We recognize revenue on arrangements with multiple deliverables as separate units of accounting only if certain criteria~~transaction. If the Company has concluded that the services to be provided are ~~met. In general, a deliverable meets the separation criteria if the deliverable has standalone value~~not essential to the ~~client and if there is objective and reliable evidence~~functionality of the software or hardware and it can determine objective fair value evidence for each deliverable of ~~all remaining undelivered elements~~the transaction, then it accounts for each deliverable in the ~~arrangement. We allocate the total arrangement consideration to each separate unit of accounting~~transaction separately, based on the relative fair value of each separate unit of accounting. The amount of arrangement consideration that is allocated to a delivered unit of accounting is limited to the amount that is not contingent upon the delivery of another separate unit of accounting. Allrelevant revenue recognition policies. Generally, all deliverables of the ~~Company's~~Company’s multiple element arrangements meet these criteria.

~~We follow very specific~~ The Company may provide multiple services under the terms of an arrangement and ~~detailed~~are required to assess whether one or more units of accounting are present. 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. ~~Material~~If estimates are revised, material differences may result in the amount and timing of revenues recognized for ~~any period if different conditions were to prevail.~~a given period.

Revenues ~~from internally developed~~are presented net of taxes assessed by governmental authorities. Sales taxes are generally collected and subsequently remitted on all software ~~are allocated to maintenance~~ and ~~support~~hardware sales and ~~are recognized ratably over the maintenance term (typically one year).~~certain services transactions as appropriate.

Revenues allocated to training and consulting service elements is recognized as the services are performed. Our consulting services are not essential to the functionality of our products as such services are available from other vendors.

Our allowance for doubtful accounts is based upon specific identification of likely and probable losses. Each accounting period, we evaluate accounts receivable for risk associated with a client's inability to make contractual payments, ~~or unresolved issues with the adequacy of our services.~~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 considerable judgment 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 our evaluation of service delivery issues or a client's ability to pay is incorrect, we may incur future reductions to ~~revenue.~~revenue or bad debt expense.

Goodwill, Other Intangible Assets and Impairment of Long-Lived Assets

~~Business acquisitions typically result in goodwill and other intangible assets, and~~ Goodwill represents the ~~recorded values of those assets may become impaired in~~excess purchase price over the ~~future. The determination of the~~fair value of ~~such intangible~~net assets ~~requires us to make estimates and assumptions that affect our consolidated financial statements. The Company follows Statement of Financial Accounting Standards (“SFAS”) No. 142,~~ ~~Goodwill and Other Intangible Assets.~~acquired, or net liabilities assumed, in a business combination. In accordance with SFAS ~~No.~~ 142, ~~we assess our~~the Company performs an annual impairment test of goodwill. The Company evaluates goodwill onas of October 1 of each year orand more frequently if events or changes in circumstances indicate that goodwill might be impaired. ~~Our judgments regarding~~As required by SFAS 142, the ~~existence~~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 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. Management believes that while the use of its average common stock price, plus a control premium, may be considered the best evidence of fair value in SFAS 142, the declines in the Company’s stock price, and in the market overall, are not consistently aligned with the Company’s financial results or outlook. The discounted cash flow approach allows the Company to calculate its fair value based on operating performance and meaningful financial metrics.

A key assumption used in the calculation of the Company’s fair value using its average common stock price was the consideration of a control premium. The Company reviewed industry premium data and determined an appropriate control premium for its 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’s 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’s industry. The terminal business value was determined by applying a growth factor to the latest year for which a forecast exists.

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 are considered operating expenses and are 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.

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, the Company determined that the continuous trading of its common stock below book value was a possible indicator of impairment ~~indicators~~to goodwill or long-lived assets as defined under SFAS 142 and ~~future cash flows related to intangible assets are based on operational performance~~SFAS 144, triggering the necessity of ~~the businesses, market conditions and other factors. Future events could cause us to conclude that~~ impairment ~~indicators exist and that goodwill is impaired. Any resulting impairment loss could have an adverse impact on our results~~tests as of ~~operations by decreasing net income. Management assessed goodwill for impairment at October 1, 2006. This analysis indicated that there was no impairment of the carrying values of goodwill.~~

~~We evaluate long-lived tangible assets and intangible assets other than goodwill in~~December 31, 2008. In accordance with SFAS ~~No. 144,~~ ~~Accounting for~~142, the ~~Impairment of Long-Lived Assets~~~~. Long-lived~~Company tested its long-lived assets ~~held and used are reviewed~~ for impairment whenever events or changes in circumstances indicate that their net book value may not be entirely recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with the related asset or groupprior to performing an interim test of ~~assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is~~goodwill impairment. Assets were grouped together to test recoverability based on the ~~excess~~lowest level of identifiable cash flows directly attributable to those assets. Fair values of the ~~carrying amount over~~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 ~~is recorded~~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 ~~period~~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 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 ~~determination was made.~~Company’s financial results.

Purchase ~~Price Allocation~~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. ~~Some of the items, including accounts receivable, property~~Such fair market value assessments require significant judgments and ~~equipment, other intangible assets, certain accrued liabilities, and other reserves require a high degree of management judgment. Certain~~ estimates ~~may~~that can change materially as additional information becomes available. ~~Goodwill is assigned at the enterprise level and is deductible for tax purposes for certain types of acquisitions.~~ The purchase price is allocated to intangibles based on management's estimate and an independent valuation. Management finalizes the purchase price allocation within twelve months of the acquisition date as certain initial accounting estimates are resolved.

Accounting for Stock-Based Compensation

~~We adopted SFAS No. 123R,~~ ~~Share-Based Payment~~, on January 1, 2006, using the modified prospective application transition method. SFAS No. 123R requires that the costs of employee share-based payments be measured at fair value on the awards' grant date and recognized in the financial statements over the requisite service period.

The Company estimates 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's~~Company’s stock option awards. Option valuation models require the input of somewhat subjective assumptions including expected stock price volatility and expected term. The Company believes 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.

Income Taxes

~~Prior to January 1, 2006, the Company accounted for share-based compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25,~~ ~~Accounting for Stock Issued to Employees~~ ~~, and related interpretations and elected the disclosure option of SFAS No. 123 as amended by SFAS No. 148,~~ ~~Accounting for Stock-Based Compensation - Transition and Disclosure~~ . SFAS No. 123 required that companies either recognize compensation expense for grants of stock, stock options and other equity instruments based on fair value, or provide pro forma disclosure of net income and earnings per share in the notes to the financial statements. Accordingly, the Company measured compensation expense for stock options as the excess, if any, of the estimated fair market value of the Company's stock at the date of grant over the exercise price. The Company provided pro forma effects of this measurement in a footnote to its financial statements.

~~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.

930

Management believes that our net deferred tax asset should continue to be reduced by a valuation allowance to an amount we believe is more likely than not to be realized. Future operating results and projections could alter this conclusion, potentially resulting in an increase or decrease in the valuation allowance. Since the valuation allowance relates solely to net operating and capital losses from acquired companies which are subject to usage limitations, any decrease in the valuation allowance will be applied first to reduce goodwill and then to reduce other acquisition related non-current intangible assets to zero. Any remaining decrease in the valuation allowance would be recognized as a reduction of income tax expense.

Recent Accounting Pronouncements

~~Recent Accounting Pronouncements~~ Effective January 1, 2008, the Company adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of SFAS No. 115 (“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 September 2006, the SEC issued Staff Accounting Bulletin 108 (“SAB 108”), which expresses the Staff's views regarding the process of quantifying financial statement misstatements. The bulletin was effective at fiscal year end 2006. The implementation of this bulletin had no impact on the Company's results of operations, cash flows or financial position.

~~In September 2006,~~February 2008, the FASB issued Staff Position No. 157-2, Effective Date of FASB Statement No. 157 ~~Fair Value Measurements~~ (" (“FSP 157-2”), which delayed the effective date of SFAS ~~157"~~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 ~~GAAP,~~generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value is defined under SFAS 157 ~~will~~as the exchange price that would be ~~applied prospectively~~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 157 must maximize the use of observable inputs and ~~will~~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 ~~effective for periods beginning after November 15, 2007. The~~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 ~~is currently evaluating~~did not hold any assets or liabilities that are required to be measured at fair value on a recurring basis, and therefore the ~~effect, if any,~~adoption of the respective provisions of SFAS 157 did not have an impact on the ~~Company's~~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 ~~June 2006,~~April 2008, the FASB issued FASB ~~Interpretation ("FIN")~~Staff Position No. ~~48,~~ ~~Accounting for Uncertainty in Income Taxes-an interpretation~~142-3, Determination of ~~FASB Statement No. 109~~ ~~("FIN 48"~~the Useful Life of Intangible Assets (“FSP 142-3”). ~~FIN 48 prescribes a recognition threshold and measurement attribute for~~FSP 142-3 requires companies estimating the ~~financial statement recognition and measurement~~useful life of a ~~tax position taken~~recognized intangible asset to consider their historical experience in renewing or ~~expected~~extending similar arrangements or, in the absence of historical experience, to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. FIN 48 will be applied prospectively and will beconsider 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 ~~31, 2006. The Company will adopt the provisions~~15, 2008. Adoption of ~~FIN 48 in the first quarter of 2007 as required. The adoption of FIN 48~~this statement is not expected to have a material ~~effect~~impact on the ~~Company's~~Company’s consolidated financial ~~statements.~~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.

~~In June 2006, the EITF ratified EITF Issue 06-3,~~ ~~How Taxes Collected From Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)~~ . A consensus was reached that entities may adopt a policy of presenting taxes in the income statement on either a gross or net basis. An entity should disclose its policy of presenting taxes and the amount of any taxes presented on a gross basis should be disclosed, if significant. The guidance is effective for periods beginning after December 15, 2006. We present revenues net of taxes. EITF 06-3 will not impact the method for recording these sales taxes in our consolidated financial statements.

Off-Balance Sheet Arrangements

The Company currently has no off-balance sheet arrangements, except operating lease commitments as disclosed in ~~Footnote 11 to the consolidated financial statements.~~Note 10, Commitments and Contingencies.

1031

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

~~Item 8.~~~~Financial Statements~~

We are exposed to market risks related to changes in foreign currency exchange rates and ~~Supplementary Data.~~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 attributable to our Canadian operations and revenues generated in Europe, respectively. Our exposure to changes in foreign currency rates primarily arises from short-term intercompany transactions with our Canadian, Chinese, and Indian subsidiaries and from client receivables denominated in other than our functional currency. Our 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 will not have a material impact on our financial position or results of operations.

Interest Rate Sensitivity

We had unrestricted cash and cash equivalents totaling $22.9 million and $8.1 million at December 31, 2008 and December 31, 2007, respectively. These amounts were invested primarily in money market funds. The unrestricted cash and cash equivalents are held for working capital purposes. 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 fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future investment income.

Item 8.

Financial Statements and Supplementary Data.

PERFICIENT, INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, ~~2006~~2008 AND ~~2005~~2007

December 31,

2006

2005

ASSETS
(In thousands, except share data)
Current assets:
Cash and cash equivalents $ 4,549 $ 5,096
Accounts receivable, net of allowance for doubtful accounts of $707 in 2006 and $367 in 2005 38,600 23,251
Prepaid expenses 1,171 887
Other current assets 2,799 1,530
Total current assets 47,119 30,764
Property and equipment, net 1,806 960
Goodwill 69,170 46,263
Intangible assets, net 11,886 5,768
Other non-current assets 1,019 1,180
Total assets $ 131,000 $ 84,935

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 5,025 $ 3,774
Current portion of long-term debt 1,201 1,337
Other current liabilities 16,034 8,331
Note payable to related parties -- 244
Total current liabilities 22,260 13,686
Long-term debt, less current portion 137 5,338
Deferred income taxes 1,251 --
Total liabilities 23,648 19,024

Commitments and contingencies (see Note 6 and 11)

Stockholders' equity:
Common stock ($0.001 par value per share; 50,000,000 shares authorized and 26,699,974 shares issued and outstanding as of December 31, 2006; 23,294,509 shares issued and outstanding as of December 31, 2005) 27 23
Additional paid-in capital 147,028 115,120
Accumulated other comprehensive loss (125 ) (87 )
Accumulated deficit (39,578 ) (49,145 )
Total stockholders' equity 107,352 65,911
Total liabilities and stockholders' equity $ 131,000 $ 84,935

	December 31,
	2008			2007
ASSETS	(In thousands, except share information)
Current assets:
Cash and cash equivalents	$	22,909		$	8,070
Accounts and note receivable, net of allowance for doubtful accounts of $1,497 in 2008 and $1,475 in 2007		47,584			50,855
Prepaid expenses		1,374			1,182
Other current assets		3,157			4,142
Total current assets		75,024			64,249
Property and equipment, net		2,345			3,226
Goodwill		104,178			103,686
Intangible assets, net		11,456			17,653
Other non-current assets		1,244			1,178
Total assets	$	194,247		$	189,992

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4,509		$	4,160
Other current liabilities		14,339			18,550
Total current liabilities		18,848			22,710
Deferred income taxes		--			1,549
Other non-current liabilities		581			171
Total liabilities	$	19,429		$	24,430

Commitments and contingencies (see Notes 4 and 10)

Stockholders' equity:
Common stock ($0.001 par value per share; 50,000,000 shares authorized and 30,350,700 shares issued and 28,502,400 shares outstanding as of December 31, 2008; 29,423,296 shares issued and outstanding as of December 31, 2007)	$	30		$	29
Additional paid-in capital		197,653			188,998
Accumulated other comprehensive loss		(338	)		(117	)
Treasury stock, at cost (1,848,300 shares as of December 31, 2008)		(9,179	)		--
Accumulated deficit		(13,348	)		(23,348	)
Total stockholders' equity		174,818			165,562
Total liabilities and stockholders' equity	$	194,247		$	189,992

See accompanying notes to consolidated financial statements.

1133

PERFICIENT, INC.

CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, ~~2006, 2005~~2008, 2007 AND ~~2004~~2006

Year Ended December 31,

2006

2005

2004

Revenues (In thousands, except share data)
Services $ 137,722 $ 83,740 $ 43,331
Software 14,435 9,387 13,170
Reimbursable expenses 8,769 3,870 2,347
Total revenues 160,926 96,997 58,848
Cost of revenues (exclusive of depreciation and amortization, shown separately below):
Project personnel costs 84,161 51,140 26,073
Software costs 12,118 7,723 11,341
Reimbursable expenses 8,769 3,870 2,347
Other project related expenses 2,122 1,846 267
Total cost of revenues 107,170 64,579 40,028

Gross margin 53,756 32,418 18,820

Selling, general and administrative 32,268 17,917 11,068
Depreciation 948 615 512
Amortization of intangible assets 3,458 1,611 697
Income from operations 17,082 12,275 6,543
Interest income 102 15 3
Interest expense (509 ) (658 ) (137 )
Other income 174 43 32
Income before income taxes 16,849 11,675 6,441
Provision for income taxes 7,282 4,498 2,528

Net income $ 9,567 $ 7,177 $ 3,913

Basic net income per share $ 0.38 $ 0.33 $ 0.22
Diluted net income per share $ 0.35 $ 0.28 $ 0.19
Shares used in computing basic net income per share 25,033,337 22,005,154 17,648,575
Shares used in computing diluted net income per share 27,587,449 25,242,496 20,680,507

	Year Ended December 31,
	2008			2007			2006
Revenues:	(In thousands, except per share information)
Services	$	207,480		$	191,395		$	137,722
Software and hardware		10,713			14,243			14,435
Reimbursable expenses		13,295			12,510			8,769
Total revenues		231,488			218,148			160,926
Cost of revenues (exclusive of depreciation and amortization, shown separately below):
Project personnel costs		131,019			114,692			84,161
Software and hardware costs		8,639			11,982			12,118
Reimbursable expenses		13,295			12,510			8,769
Other project related expenses		5,033			3,274			2,122
Total cost of revenues		157,986			142,458			107,170

Gross margin		73,502			75,690			53,756

Selling, general and administrative		47,242			41,963			32,268
Depreciation		2,139			1,553			948
Amortization		4,810			4,712			3,458
Impairment of intangible assets		1,633			--			--
Income from operations		17,678			27,462			17,082

Interest income		555			239			102
Interest expense		(27	)		(67	)		(509	)
Other income (expense)		(915	)		20			174
Income before income taxes		17,291			27,654			16,849
Provision for income taxes		7,291			11,424			7,282

Net income	$	10,000		$	16,230		$	9,567

Basic net income per share	$	0.34		$	0.58		$	0.38
Diluted net income per share	$	0.33		$	0.54		$	0.35
Shares used in computing basic net income per share		29,412,329			27,998,093			25,033,337
Shares used in computing diluted net income per share		30,350,616			30,121,962			27,587,449

See accompanying notes to consolidated financial statements.

1234

PERFICIENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, ~~2006, 2005~~2008, 2007 AND ~~2004~~2006

(In thousands)

Common
Stock
Shares

Common
Stock
Amount

Additional
Paid-in
Capital

Accumulated
Other
Comprehensive
Loss

Accumulated
Deficit

Total
Stockholders'
Equity

Balance at January 1, 2004 14,039 $ 14 $ 76,289 $ (52 ) $ (60,235 ) $ 16,016
Warrants exercised 1,277 1 2,539 -- -- 2,540
Stock options exercised 492 1 656 -- -- 657
Issuance of stock for Genisys, Meritage, and ZettaWorks acquisitions 4,049 4 18,770 -- -- 18,774
Issuance of stock for private placement 800 1 2,359 -- -- 2,360
Tax benefit of stock option exercises -- -- 342 -- -- 342
Stock compensation -- -- 27 -- -- 27
Foreign currency translation adjustment -- -- -- (6 ) -- (6 )
Net income -- -- -- -- 3,913 3,913
Total comprehensive income -- -- -- -- -- 3,907
Balance at December 31, 2004 20,657 21 100,982 (58 ) (56,322 ) 44,623
Warrants exercised 88 -- 157 -- -- 157
Stock options exercised 1,354 1 2,703 -- -- 2,704
Issuance of stock for iPath and Vivare acquisitions 1,196 1 8,708 -- -- 8,709
Tax benefit of stock option exercises -- -- 2,306 -- -- 2,306
Stock compensation -- -- 264 -- -- 264
Foreign currency translation adjustment -- -- -- (29 ) -- (29 )
Net income -- -- -- -- 7,177 7,177
Total comprehensive income -- -- -- -- -- 7,148
Balance at December 31, 2005 23,295 23 115,120 (87 ) (49,145 ) 65,911
Issuance of stock for Bay Street, Insolexen, and EGG acquisitions 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 from Employee Stock
Purchase Plan
6 -- 86 -- -- 86
Tax benefit of stock option exercises -- -- 6,554 -- -- 6,554
Stock compensation -- -- 3,132 -- -- 3,132
Vested stock compensation 83 -- -- -- -- --
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

	Common			Common		Additional			Accumulated Other									Total
	Stock			Stock		Paid-in			Comprehensive			Treasury			Accumulated			Stockholders'
	Shares			Amount		Capital			Loss			Stock			Deficit			Equity
Balance at December 31, 2005		23,295		$	23	$	115,120		$	(87	)	$	--		$	(49,145	)	$	65,911
Bay Street, Insolexen, and EGG acquisition purchase accounting adjustments		1,499			2		17,989			--			--			--			17,991
Warrants exercised		145			--		146			--			--			--			146
Stock options exercised		1,672			2		4,001			--			--			--			4,003
Purchases of stock under the Employee Stock Purchase Plan		6			--		86			--			--			--			86
Tax benefit of stock option exercises and restricted stock vesting		--			--		6,554			--			--			--			6,554
Stock compensation		83			--		3,132			--			--			--			3,132
Foreign currency translation adjustment		--			--		--			(38	)		--			--			(38	)
Net income		--			--		--			--			--			9,567			9,567
Total comprehensive income		--			--		--			--			--			--			9,529
Balance at December 31, 2006		26,700		$	27	$	147,028		$	(125	)	$	--		$	(39,578	)	$	107,352
E Tech, Tier1, BoldTech, and ePairs acquisition purchase accounting adjustments		1,250			1		24,975			--			--			--			24,976
Stock options exercised		1,160			1		3,696			--			--			--			3,697
Purchases of stock under the Employee Stock Purchase Plan		11			--		206			--			--			--			206
Tax benefit of stock option exercises and restricted stock vesting		--			--		6,889			--			--			--			6,889
Stock compensation		302			--		6,204			--			--			--			6,204
Foreign currency translation adjustment		--			--		--			8			--			--			8
Net income		--			--		--			--			--			16,230			16,230
Total comprehensive income		--			--		--			--			--						16,238
Balance at December 31, 2007		29,423		$	29	$	188,998		$	(117	)	$	--		$	(23,348	)	$	165,562
E Tech and ePairs acquisition purchase accounting adjustments		(19	)		--		(290	)		--			--			--			(290	)
Stock options exercised		338			1		726			--			--			--			727
Purchases of stock under the Employee Stock Purchase Plan		29			--		196			--			--			--			196
Tax expense of stock option exercises and restricted stock vesting		--			--		(922	)		--			--			--			(922	)
Stock compensation and retirement savings plan contributions		579			--		8,945			--			--			--			8,945
Purchases of treasury stock		(1,848	)		--		--			--			(9,179	)		--			(9,179	)
Foreign currency translation adjustment		--			--		--			(221	)		--			--			(221	)
Net income		--			--		--			--			--			10,000			10,000
Total comprehensive income		--			--		--			--			--						9,779
Balance at December 31, 2008		28,502		$	30	$	197,653		$	(338	)	$	(9,179	)	$	(13,348	)	$	174,818

See accompanying notes to consolidated financial statements.

1335

PERFICIENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, ~~2006, 2005~~2008, 2007 AND ~~2004~~2006

Year Ended December 31,

2006

2005

2004

(As Restated) (As Restated)
OPERATING ACTIVITIES
(In thousands)
Net income $ 9,567 $ 7,177 $ 3,913
Adjustments to reconcile net income to net cash provided by operations:
Depreciation 948 615 512
Amortization of intangibles 3,458 1,611 697
Non-cash stock compensation 3,132 264 27
Non-cash interest expense 6 24 --
Tax benefit on stock option exercises -- 2,306 342

Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (5,771 ) 148 (8,120 )
Other assets (152 ) (1,866 ) 76
Accounts payable 1,251 (3,155 ) 5,297
Other liabilities 708 2,090 1,294
Net cash provided by operating activities 13,147 9,214 4,038
INVESTING ACTIVITIES

Purchase of property and equipment (1,518 ) (691 ) (430 )
Capitalization of software developed for internal use (136 ) (599 ) --
Purchase of businesses, net of cash acquired (17,210 ) (11,231 ) (10,734 )
Payments on Javelin notes (250 ) (250 ) --
Net cash used in investing activities (19,114 ) (12,771 ) (11,164 )
FINANCING ACTIVITIES

Proceeds from revolving line of credit 34,900 12,000 4,000
Payments on revolving line of credit (38,900 ) (8,000 ) --
Payments on long-term debt (1,338 ) (1,135 ) (522 )
Deferred offering costs -- (942 ) --
Tax benefit on stock option exercises 6,554 -- --
Proceeds from the exercise of stock options and Employee Stock Purchase Plan 4,089 2,704 657
Proceeds from the exercise of warrants 146 157 2,540
Proceeds from stock issuances, net -- -- 2,373
Net cash provided by financing activities 5,451 4,784 9,048
Effect of exchange rate on cash and cash equivalents (31 ) (37 ) (6 )
Change in cash and cash equivalents (547 ) 1,190 1,916
Cash and cash equivalents at beginning of period 5,096 3,906 1,990
Cash and cash equivalents at end of period $ 4,549 $ 5,096 $ 3,906
Supplemental disclosures:

Interest paid $ 540 $ 594 $ 141
Cash paid for income taxes $ 3,156 $ 3,684 $ 2,256
Non-cash activities:

Common stock and options issued in purchase of businesses $ 17,991 $ 8,709 $ 18,774
Change in goodwill $ 318 $ 670 $ 644

	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.

1436

PERFICIENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

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 ~~operate a real-time enterprise that adapts business processes and the systems that support them 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. Restatement of Financial Information~~

The Company is restating its financial statements to present the changes from certain misclassifications in the Consolidated Statement of Cash Flows primarily related to certain previously reported payments associated with its business acquisitions. This includes an adjustment from cash flows provided by operating activities to cash flows used in investing activities for payments made related to prior acquisitions. There is no change to the total change in cash and cash equivalents in the affected periods. Additionally, the restatement does not affect the previously reported consolidated income statements, consolidated balance sheets or consolidated statements of stockholders’ equity amounts, including earnings per share.

~~The effect of the restatement on specific line items in the Consolidated Statements of Cash Flows is as follows:~~

Year Ended,

2006

2006

2005

2005

As previously reported

As restated

As previously reported

As restated

(In thousands)

Cash flows from operating activities:

     Other liabilities $ (2,824 ) $ 708 $ 563 $ 2,090
          Net cash provided by operating activities 9,615 13,147 7,687 9,214
Cash flows from investing activities:

     Purchase of businesses, net of cash acquired (13,678 ) (17,210 ) (9,704 ) (11,231 )
          Net cash used in investing activities (15,582 ) (19,114 ) (11,244 ) (12,771 )

3.2. Summary of Significant Accounting Policies

Use of Estimates

~~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~~

Reclassification

The Company has reclassified the presentation of certain prior period information to conform to the ~~2006~~current year presentation.

Revenue Recognition

~~Revenue Recognition~~

Revenues are primarily derived from professional services provided on a time and materials basis. For time and material contracts, revenues isare 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 isare generally recognized using the ~~proportionate performance~~input method based on the ratio of hours expended to total estimated hours. ~~Revenues on uncompleted projects are recognized on a contract-by-contract basis in the period in which the portion of the fixed fee is complete. Billings~~Amounts invoiced to clients in excess of ~~costs plus earnings~~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 principal in the transaction. ~~The Company is considered a “principal” if~~On rare occasions, the Company enters into a transaction where it is not the ~~primary obligator and bears the associated credit risk in the transaction.~~principal. In ~~the event the Company does not meet the requirements to be considered a principal in the software sale transaction and acts as an agent, the revenues would be~~these cases, revenue is recorded on a net basis.

~~PERFICIENT, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

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 ~~has~~have occurred, and (4) collectibility is deemed probable. The ~~Company's~~Company’s policy for revenue recognition in instances where multiple deliverables are sold contemporaneously to the same counterparty is in accordance with American Institute of Certified Public Accountants (“AICPA”) Statement of Position 97-2, Software Revenue Recognition,Emerging Issues Task Force ~~("EITF"~~(“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, and SEC Staff Accounting Bulletin No. 104, Revenue ~~Recognition.~~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 for each deliverable of the transaction, then it accounts for each deliverable in the transaction separately, based on the relevant revenue recognition policies. ~~All~~Generally, all deliverables of the ~~Company's~~Company’s multiple element arrangements meet these criteria. ~~We follow very specific~~The Company may provide multiple services under the terms of an arrangement and ~~detailed~~are required to assess whether one or more units of accounting are present. 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. ~~Material~~If estimates are revised, material differences may result in the amount and timing of revenues recognized for ~~any period if different conditions were to prevail.~~

~~Revenues from internally developed software are allocated to maintenance and support and are recognized ratably over the maintenance term (typically one year).~~

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.

PERFICIENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2008

Cash and Cash Equivalents

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

Property and Equipment

~~Accounts Receivable and Allowance for Doubtful Accounts~~

Accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is the Company's best estimate of the amount of uncollectible amounts in its existing accounts receivable. Management analyzes historical collection trends and changes in its customer payment patterns, customer concentration, and credit worthiness when evaluating the adequacy of its allowance for doubtful accounts. The Company includes any receivables balances that are determined to be uncollectible in its overall allowance for doubtful accounts. The Company reviews its allowance for doubtful accounts monthly. Account balances are charged off against the allowance when the Company believes that it is probable the receivable will not be recovered.

~~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

~~Intangible 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”) No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), the Company performs an annual impairment test of goodwill. The Company evaluates goodwill ~~at the enterprise level~~ as of October 1 each year orand more frequently if events or changes in circumstances indicate that goodwill might be impaired. As required by SFAS ~~No.142,~~142, the impairment test is accomplished using a ~~two-stepped~~two-step approach. The first step ~~screens for~~of the goodwill impairment ~~and, when impairment is indicated,~~test compares the fair value of a reporting unit with its carrying amount, including goodwill. If, based on the second step, it is ~~employed to measure~~determined that the ~~impairment. The Company also reviewed other factors to determine~~implied fair value of the ~~likelihood~~goodwill of ~~impairment. No impairment was indicated using data as of October 1, 2006.~~the reporting unit is less than the carrying value, goodwill is considered impaired.

Other intangible assets include customer relationships, ~~customer backlog,~~ non-compete arrangements and internally developed software, ~~and~~which are being amortized over the ~~assets'~~assets’ estimated useful lives using the straight-line method. Estimated useful lives range from ~~nine months~~three to eight years. Amortization of customer relationships, ~~customer backlog,~~ non-compete arrangements and internally developed software are considered operating expenses and are included in ~~“Amortization of intangible assets”~~“Amortization” in the accompanying ~~consolidated~~Consolidated Statements of ~~Income.~~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.

~~PERFICIENT, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~Long-lived assets held and used by~~ (“SFAS 144”), triggering the ~~Company are reviewed for~~necessity of impairment whenever events or changes in circumstances indicate that their net book value may not be entirely recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made.

~~Deferred Offering Costs~~

Costs incurred related to equity offerings under effective registration statements are deferred until the offering occurs or management does not intend to complete the offering. At the time that the issuance of new equity occurs, these costs are netted against the proceeds received. These costs are expensed if the offering does not occur. Approximately $943,000 of these costs were recorded as part of Other Non-Current Assets on the Balance Sheettests as of December 31, ~~2006.~~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.

Income Taxes

~~Income Taxes~~

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes (“SFAS 109”), and Financial Accounting Standards Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of SFAS 109 (“FIN 48”). ~~This Statement~~SFAS 109 prescribes the use of the 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 48 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 48 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. The Company adopted the provisions of FIN 48 on January 1, 2007 as required and such adoption did not have a material impact to the consolidated financial statements.

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, contingently issuance shares, and convertible preferred stock using the if-converted~~ method, unless such additional equivalent shares are anti-dilutive.

Stock-Based Compensation

~~Stock-Based Compensation~~

Effective January 1, 2006, the Company adopted the provisions of ~~Statement of Financial Accounting Standards~~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~~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 ~~No.~~ 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 ~~No.~~ 123R, 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 ~~No.~~ 123R.

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 and the variable interest rates on the Company's accounts receivable line of credit.~~instruments.

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 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 142 impairment analysis discussed above.

Recently Issued Accounting Standards

Effective January 1, 2008, the Company adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of SFAS No. 115 (“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.

In September 2006, the SEC issued Staff Accounting Bulletin 108 (“SAB 108”), which expresses the Staff's views regarding the process of quantifying financial statement misstatements. The bulletin was effective at fiscal year end 2006. The implementation of this bulletin had no impact on the Company's results of operations, cash flows or financial position.

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”). In ~~September 2006,~~February 2008, the FASB issued Staff Position No. 157-2, Effective Date of FASB Statement No. 157 ~~Fair Value Measurements~~ (" (“FSP 157-2”), which delayed the effective date of SFAS ~~157"~~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, ~~(GAAP),~~ and expands disclosures about fair value measurements. Fair value is defined under SFAS 157 ~~will~~as the exchange price that would be ~~applied prospectively~~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 157 must maximize the use of observable inputs and ~~will~~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 ~~effective for periods beginning after November 15, 2007. The~~used to measure fair value:

·	Level 1 – Quoted prices in active markets for identical 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.

~~PERFICIENT, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

In ~~June 2006,~~April 2008, the FASB issued FASB ~~Interpretation ("FIN")~~Staff Position No. ~~48,~~ ~~Accounting for Uncertainty in Income Taxes-an interpretation~~142-3, Determination of ~~FASB Statement No. 109~~ ~~("FIN 48"~~the Useful Life of Intangible Assets (“FSP 142-3”). ~~FIN 48 prescribes a recognition threshold and measurement attribute for~~FSP 142-3 requires companies estimating the ~~financial statement recognition and measurement~~useful life of a ~~tax position taken~~recognized intangible asset to consider their historical experience in renewing or ~~expected~~extending similar arrangements or, in the absence of historical experience, to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. FIN 48 will be applied prospectively and will beconsider 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 ~~31, 2006. The Company will adopt the provisions~~15, 2008. Adoption of ~~FIN 48 in the first quarter of 2007 as required. The Company~~this statement is ~~still evaluating the effect of adopting FIN 48 and does~~ not ~~expect it~~expected to have a material ~~effect~~impact on the ~~Company's~~Company’s consolidated financial ~~statements.~~statements when it becomes effective.

In ~~June 2006,~~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 ~~Emerging Issues Task Force ("EITF") ratified EITF Issue 06-3,~~ ~~How Taxes Collected From Customers~~identifiable assets acquired, the liabilities assumed and ~~Remitted to Governmental Authorities Should Be Presented~~any noncontrolling interest in the ~~Income Statement (That Is, Gross versus Net Presentation)~~ ~~. A consensus was reached that entities may adopt a policy of presenting taxes~~acquiree, recognizes and measures the goodwill acquired in the ~~income~~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 ~~either a gross~~ or net basis. An entity should disclose its policy of presenting taxes and the amount of any taxes presented on a gross basis should be disclosed, if significant. The guidance is effective for periods beginning after ~~December 15, 2006. We present revenues net of taxes. EITF 06-3 will not impact the method for recording these sales taxes in our consolidated financial statements.~~January 1, 2009.

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,
	2006		2005		2004		2008		2007		2006
Net income	$	9,567	$	7,177	$	3,913	$	10,000	$	16,230	$	9,567
Basic:
Weighted-average shares of common stock outstanding		23,783		20,868		16,964		29,338		27,442		23,783
Weighted-average shares of common stock subject to contingency (i.e. restricted stock)		1,250		1,137		685
Weighted-average shares of common stock subject to contingency (i.e., restricted stock)								74		556		1,250
Shares used in computing basic net income per share		25,033		22,005		17,649		29,412		27,998		25,033

Effect of dilutive securities:
Stock options		2,281		3,088		2,836		835		1,707		2,281
Warrants		74		149		196		6		8		74
Restricted stock subject to vesting		199		--		--		98		409		199
Shares used in computing diluted net income per share		27,587		25,242		20,681
Shares used in computing diluted net income per share (1)								30,351		30,122		27,587

Basic net income per share	$	0.38	$	0.33	$	0.22	$	0.34	$	0.58	$	0.38
Diluted net income per share	$	0.35	$	0.28	$	0.19	$	0.33	$	0.54	$	0.35

5.
(1) As of December 31, 2008 approximately 0.4 million options for shares and 1.9 million shares of restricted stock were excluded. These shares were excluded from shares used in computing diluted net income per share because they would have had an anti-dilutive effect.

4. 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. A substantial portion of the services the Company provides are built on IBM WebSphere^(R)® platforms and a significant number of its clients are identified through joint selling opportunities conducted with IBM and through sales leads obtained from the relationship with IBM. Revenues from IBM accounted for approximately ~~8%, 9%, and 17%~~6% of total revenues for ~~2006, 2005~~2008 and ~~2004, respectively,~~8% of total revenues for 2007 and ~~accounts~~2006. Accounts receivable from IBM accounted for approximately 6%, 4%, and 9% of total accounts receivable as of December 31, 2008, 2007, and 2006, ~~and 2005.~~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. ~~The loss of the Company's relationship with IBM or a significant reduction in the services the Company provides for IBM would result in significantly decreased revenues.~~ 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.

6.5. Employee Benefit Plan

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.

~~PERFICIENT, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

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 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. The Company made matching contributions equal to 25% of the first 6% of employee contributions totaling approximately $0.8 million and $0.5 million ~~$0.5 million,~~during 2007 and ~~$0.3 million during~~ 2006, ~~2005 and 2004, respectively, which~~respectively. All matching contributions vest over a three year period of service.

~~7. Intangible Assets~~

~~Intangible Assets with Indefinite Lives~~ In 2007, the Company initiated 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, the deferred compensation liability balance was $0.6 million compared to $0.2 million as of December 31, 2007.

PERFICIENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2008

6. Goodwill and Intangible Assets

The ~~changes~~Company performed its annual impairment test of goodwill as of October 1, 2008. As required by SFAS 142, 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.

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 SFAS 142 and SFAS 144, 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 etech 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 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 ~~for~~impairment test and based on the ~~year ended~~weighted average of market capitalization, including a control premium, and discounted cash flow analysis, goodwill was not impaired as of December 31, ~~2006 are as follows~~2008.

Goodwill

Activity related to goodwill consisted of the following (in thousands):

	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

Goodwill

Balance at December 31, 2004 $ 32,818
Acquisitions consummated during 2005 (Note 14) 14,115
Utilization of net operating loss carryforwards, forfeiture of restricted stock used for
acquisition purchase consideration and changes in estimated acquisition transaction costs
(670 )
Balance at December 31, 2005 46,263
Acquisitions consummated during 2006 (Note 14) 22,589
Utilization of net operating loss carryforwards and adjustment to goodwill related to deferred taxes associated with acquisitions 318
Balance at December 31, 2006 $ 69,170

PERFICIENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2008

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,

2006

2005

Gross Carrying Amount

Accumulated Amortization

Net
Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net
Carrying Amount

Customer relationships
$ 12,860 $ (2,808 ) $ 10,052 $ 4,820 $ (1,122 ) $ 3,698
Non-compete agreements
2,393 (1,094 ) 1,299 2,073 (621 ) 1,452
Customer backlog
-- -- -- 130 (57 ) 73
Internally developed software
755 (220 ) 535 599 (54 ) 545
Total
$ 16,008 $ (4,122 ) $ 11,886 $ 7,622 $ (1,854 ) $ 5,768

	Year ended December 31,
	2008										2007
	Gross Carrying Amount			Accumulated Amortization				Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization				Net Carrying Amount
Customer relationships		$	18,013		$	(7,693	)		$	10,320		$	21,130		$	(5,285	)		$	15,845
Non-compete agreements			2,633			(2,098	)			535			2,633			(1,550	)			1,083
Internally developed software			1,358			(757	)			601			1,173			(448	)			725
Total		$	22,004		$	(10,548	)		$	11,456		$	24,936		$	(7,283	)		$	17,653

The estimated useful lives of acquired identifiable intangible assets are as follows:

Customer relationships	3 - 8 years
Non-compete agreements	23 - 5 years
~~Customer backlog~~	~~4 months to 1 year~~
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, ~~2006, 2005,~~2008, 2007, and ~~2004~~2006 was approximately $4.8 million, $4.7 million, and $3.5 million respectively. In addition, the Company recorded an impairment charge of $1.6 million ~~and $0.7 million respectively.~~related to the loss of a customer relationship in 2008.

Estimated annual amortization expense for the next five years ended December 31 is as follows (in thousands):

2007 $ 2,882
2008 2,689
2009 2,308
2010 1,748
2011 1,619
Thereafter 641

2009	$	4,107
2010	$	3,336
2011	$	2,710
2012	$	971
2013	$	83
Thereafter	$	249

~~PERFICIENT, INC.~~

7. Stock-Based Compensation

Stock Option Plans

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~8. Equity Based Compensation~~

~~Stock Option Plans~~

In May 1999, the Company's Board of Directors and stockholders approved the 1999 Stock Option/Stock Issuance Plan (the “1999 Plan”). The 1999 Plan contains programs for (i) the discretionary granting of stock options to employees, non-employee board members and consultants for the purchase of shares of the Company's ~~commons~~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. The Compensation Committee of the Board of Directors administers the 1999 Plan, and determines the exercise price and vesting period for each grant. Options granted 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.

PERFICIENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2008

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.

On December 15, 2004, the Company granted restricted stock awards of 262,500 shares of common stock under the 1999 Stock Option/Stock Issuance Plan. This equity grant vests over seven years, with an original vesting schedule that was back-loaded but was converted to pro-rata or straight-line vesting over the seven year period due to the achievement of certain performance targets and compensation committee approval. On December 28, 2005, the Company granted restricted stock awards of approximately 323,000 shares of common stock under the 1999 Stock Option/Stock Issuance Plan. This equity grant vests over six years, with an original vesting schedule that was back-end loaded but was converted to pro-rata or straight-line vesting over the six year period due to the achievement of certain performance targets and compensation committee approval. On December 21, 2006, the Company granted restricted stock awards of approximately 843,000 shares of common stock under the 1999 Stock Option/Stock Issuance Plan. This equity grant vests ratably over five years.

~~PERFICIENT, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

A summary of changes in common stock options during ~~2006, 2005~~2008, 2007 and ~~2004~~2006 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, 2004               5,726 $ 0.02 - $26.00 $ 2.42

Options granted               1,459 $ 3.00 - $ 6.31 $ 4.67

Options exercised                (492) $ 0.03 - $ 4.50 $ 1.34

Options canceled                (254) $ 0.50 - $13.25 $ 3.37

Options outstanding at December 31, 2004               6,439 $ 0.02 - $26.00 $ 2.97

Options granted                  415 $ 7.34 - $ 9.19 $ 7.81

Options exercised             (1,354) $ 0.03 - $ 8.10 $ 2.00

Options canceled                (232) $ 0.03 - $16.00 $ 5.37

Options outstanding at December 31, 2005               5,268 $ 0.02 - $16.94 $ 3.53

Options granted -- -- --

Options exercised             (1,672) $ 0.02 - $12.13 $ 2.40

Options canceled                  (44) $ 1.01 - $13.25 $ 5.41

Options outstanding at December 31, 2006               3,552 $ 0.02 - $16.94 $ 4.03 43,975

Options vested, December 31, 2004               3,227 $ 0.02 - $16.94 $ 2.85

Options vested, December 31, 2005               3,305 $ 0.02 - $16.94 $ 3.00

Options vested or expected to vest, December 31, 2006               2,347 $ 0.02 - $16.94 $ 3.62 41,400

~~The total aggregate intrinsic value of options exercised during~~ Restricted stock activity for the ~~years~~year ended December 31, ~~2006, 2005, and 2004,~~2008 was ~~$18.6 million, $8.4 million, and $1.5 million, respectively.~~as follows (in thousands, except fair value information):

	Shares		Weighted-Average Grant Date Fair Value
Restricted stock awards outstanding at January 1, 2008	2,053		$	14.33
Awards granted	2,024		$	6.12
Awards vested	(452	)	$	14.07
Awards canceled or forfeited	(115	)	$	13.82
Restricted stock awards outstanding at December 31, 2008	3,510		$	9.65

The total fair value of restricted shares vesting during the ~~year ended December 31, 2006 was $1.4 million. For the~~ years ended December 31, ~~2005~~2008, 2007, and ~~2004, the total fair value of restricted shares vesting during the year~~2006 was ~~$0.~~$2.3 million, $5.2 million, and $1.4 million, respectively.

2144

PERFICIENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2008

~~Restricted stock activity for the year ended December 31, 2006 was as follows (in thousands, except fair value information):~~

Shares

Weighted-Average
Grant Date Fair
Value

Restricted stock awards outstanding at January 1, 2006 614 $ 7.69
Awards granted 911 15.61
Awards released (83 ) 7.62
Awards canceled (13 ) 8.04
Restricted stock awards outstanding at December 31, 2006 1,429 $ 12.74

The following is additional information related to stock options outstanding at December 31, ~~2006 (in thousands, except exercise price information):~~2008:

Options Outstanding

Options Exercisable

Weighted

Weighted

Average

Weighted

Average

Remaining

Average
Range of Exercise

Exercise

Contractual

Exercise
Prices

Options

Price

Life (Years)

Options

Price
$0.02 - $1.15 468 $0.62 4.94 468 $0.62
$1.21 - $2.28 1,101 $2.09 6.53 808 $2.02
$2.77 - $3.75 796 $3.42 5.5 578 $3.54
$4.40 - $6.31 733 $6.04 7.61 182 $5.51
$6.97 - $16.94 454 $10.10 6.22 311 $11.30
$0.02 - $16.94 3,552 $4.03 6.27 2,347 $3.62

		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

The fair value of options was calculated at the date of grant using the Black-Scholes pricing model with the following weighted-average assumptions for the year ended December 31, 2005 and 2004, as follows, with a weighted-average life of options of 5 years used for each of the years presented:

Year End
December 31,

Risk-Free
Interest Rate

Dividend
Yield

Volatility
Factor

2004 3.61% 0% 1.388
2005 3.72% 0% 1.405

~~No stock options were granted in 2006.~~

At December 31, ~~2006, 2005~~2008, 2007 and ~~2004,~~2006, the weighted-average remaining contractual life of outstanding options was ~~6.27, 7.17,~~4.21, 5.20, and ~~7.89~~6.27 years, respectively. The weighted-average grant-date fair value per share of options granted during 2005 and 2004 at market prices was approximately $7.81 and $4.67, respectively. There were no option grants at below or above market prices during 2005 and 2004. No option grants occurred in 2006.

The Company recognized ~~$3.1 million and $0.3~~$9.0 million of ~~stock~~share-based compensation expense during 2008, which included $1.0 million of expense for retirement savings plan contributions. For 2007 and 2006, total share-based compensation was $6.1 million and ~~2005,~~$3.1 million, respectively. ~~Tax benefits~~The associated current and future income tax benefit recognized ~~on stock option exercises were~~during 2008, 2007, and 2006 was $2.9 million, $2.1 million and $0.8 million, ~~and $0.2 million during 2006 and 2005. For the year ended December 31, 2004, stock compensation expense and the related tax benefits recognized on stock option exercises were immaterial.~~respectively. As of December 31, ~~2006,~~2008, there was ~~$19.7~~$33.4 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 ~~2.8~~4 years. ~~Our~~The Company’s estimated forfeiture rate for the year ended December 31, ~~2006~~2008 of approximately ~~12%~~5% for share based awards was ~~based on~~calculated using our historical forfeiture experience to anticipate actual forfeitures in the future.

~~PERFICIENT, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

Prior to the adoption of SFAS No. 123R, the Company accounted for employee stock-based compensation using the intrinsic value method prescribed by APB 25. As presented below, the Company applied the disclosure provisions of SFAS 123, as amended by SFAS 148, ~~Accounting for Stock-Based Compensation - Transition and Disclosure,~~ as if the fair value method had been applied. If this method had been used, the Company's net income and net income per share for the years ended December 31, 2005 and 2004 would have been adjusted to the pro forma amounts below (in thousands except per share data):

Year ended December 31,

2005

2004

Net income -- as reported $ 7,177 $ 3,913
Total stock-based compensation costs, net of tax, included in the determination of net income as reported 162 27
The stock-based employee compensation cost, net of tax, that would have been included in the determination of net income if the fair value based method had been applied to all awards (2,609 ) (1,016 )
Pro forma net income $ 4,730 $ 2,924

Earnings per share
Basic - as reported $ 0.33 $ 0.22
Basic - pro forma $ 0.23 $ 0.17

Diluted - as reported $ 0.28 $ 0.19
Diluted - pro forma $ 0.20 $ 0.14

At December 31, ~~2006, 3.6~~2008, 2.0 million shares were reserved for future issuance upon exercise of outstanding options and ~~8,575~~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, ~~2006,~~2008, there were ~~1.4~~3.5 million shares of restricted stock outstanding under the 1999 Plan and classified as equity.

~~The following table summarizes information regarding warrants outstanding and exercisable as of December 31, 2006 (in thousands, except exercise price information):~~

Warrants Outstanding and Exercisable
Exercise Price
Warrants
$1.98 9
$1.98
9

~~The majority of the outstanding warrants expire in December 2011.~~

Employee Stock Purchase Plan

In 2005, the Compensation Committee approved the Employee Stock Purchase Plan (the “ESPP”) to be available to employees starting January 1, 2006. The ESPP 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 ~~option~~ability under the ESPP that would permit the purchase of Common 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. ~~For~~During the year ended December 31, ~~2006,~~2008, approximately ~~6,000~~29,000 shares ~~had been~~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 ~~exercise~~purchase price of ~~options granted~~shares offered under the ESPP is an amount equal to 95% of the fair market value of the Common Stock on the date of ~~exercise~~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.

~~PERFICIENT, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

9.8. Line of Credit and Long Term Debt

On ~~June 29, 2006,~~May 30, 2008, the Company entered into ana 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 ~~with Silicon Valley Bank~~dated as of June 3, 2005 and ~~KeyBank National Association.~~further amended on June 29, 2006. The ~~amended agreement increased~~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 ~~total size~~issuance of ~~the Company's senior bank credit facilities from $28.5 million to $51.3 million by increasing the accounts receivable line~~letters of credit ~~from $15 million~~in the aggregate amount of up to ~~$25 million and increasing the acquisition term line~~$500,000 at any one time; outstanding letters of credit ~~from $13.5 million to $26.3 million.~~reduce the credit available for revolving credit borrowings.

~~The accounts receivable line~~

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 credit, which expires in June 2009, provides for a borrowing capacity equal to all eligible accounts receivable, including 80% of unbilled revenues, subject to certain borrowing base calculations as defined in the agreement, but in no event more than $25 million.May 30, 2012. Borrowings under ~~this line of~~the credit facility bear interest at the ~~bank's~~Company’s option of SVB’s prime rate ~~(8.25% at~~(4.00% on December 31, ~~2006)~~2008) plus a margin ranging from 0.00% to 0.50% or one-month LIBOR (0.44% on December 31, 2008) 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, ~~2006, there were no amounts outstanding under~~2008, the ~~accounts receivable line of credit and $25~~Company had $49.9 million of available borrowing ~~capacity, excluding $450,000 reserved for two outstanding letters~~capacity. The Company will incur an annual commitment fee of ~~credit to secure facility leases. In January 2007, the letters of credit decreased $50,000.~~

The Company's $26.3 million term acquisition line of credit provides an additional source of financing for certain qualified acquisitions. As of December 31, 2006, the balance outstanding under this acquisition line of credit was approximately $1.3 million. Borrowings under this acquisition line of credit bear interest equal to the four year U.S. Treasury note yield plus 3% based0.30% on the ~~spot rate on~~unused portion of the day the draw is processed (7.69% at December 31, 2006). Borrowings under this acquisition line are repayable in thirty-six equal monthly installments after the initial interest only period which continues through June 29, 2007. Draws under this acquisition line may be made through June 29, 2008. As of December 31, 2006, the balance outstanding under this acquisition line of credit of $1.3 million had an average interest rate of 7.00%. The Company currently has approximately $25.0 million of available borrowing capacity under this acquisition line of credit.

The Company is required to comply with various financial covenants under the ~~$51.3 million credit facility.~~Credit Agreement. Specifically, the Company is required to maintain a ratio of ~~after tax~~ earnings before interest, taxes, depreciation, and amortization (“EBITDA”) plus stock compensation and ~~other non-cash charges, including but not limited~~minus income taxes paid and capital expenditures to ~~stock~~interest expense and ~~stock option compensation expense~~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 ~~leases plus interest~~expenditures of at least 1.50 to 1.00, a ratio of cash plus eligible accounts receivable including 80% of unbilled revenues less principal amount of all outstanding advances on accounts receivable line of credit to advances under the term acquisition line of credit of at least 0.75 to 1.00, and a maximum ratio of all outstanding advances under the entire credit facility to earnings before taxes, interest, depreciation, amortization and other non-cash charges, including but not limited to, stock and stock option compensation expense including pro forma adjustments for acquisitions on a trailing twelve month basis of no more than 2.502.75 to 1.00. As of December 31, ~~2006,~~2008, the Company was in compliance with all covenants under ~~this facility. This~~the credit facility ~~is secured by substantially~~and the Company expects to be in compliance during the next 12 months. Substantially all ~~assets~~ of the ~~Company.~~Company’s assets are pledged to secure the credit facility.

9. Income Taxes

~~Notes payable to related party at~~ 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, ~~2005 consisted~~2008, the IRS has proposed no significant adjustments to any of ~~non interest-bearing notes issued to the shareholders of Javelin Solutions, Inc. (“Javelin”) in April 2002 in connection with~~ the Company's ~~acquisition of Javelin. The note was fully repaid in 2006.~~tax positions.

~~Future minimum term debt repayments~~ The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, 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, ~~2006 are as follows (in thousands):~~2008 or 2007.

Debt Payments

2007 $ 1,201
2008 137
Present value of debt commitments 1,338
Less current portion 1,201
Long term portion $ 137

~~10. Income Taxes~~

As of December 31, ~~2006,~~2008, the Company had U.S. Federal tax net operating loss carry forwards of approximately ~~$6.3~~$6.0 million that will begin to expire in 2020 if not utilized. ~~The Company has established a valuation allowance against these net operating loss carry forwards of $2.0 million.~~

Utilization of net operating losses may be subject to an annual limitation due to the “change in ownership” provisions of the Internal ~~Revenues~~Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses before utilization.

~~PERFICIENT, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

Significant components of the provision for income taxes ~~attributable to continuing operations~~ are as follows (in thousands):

	Year Ended December 31,								Year Ended December 31,
	2006			2005		2004			2008			2007			2006
Current:
Federal	$	1,138		$	1,148	$	1,412		$	7,639		$	4,110		$	1,138
State										1,536			752			260
Foreign		102			223		255			(9	)		26			102
State		260			241		235
Total current		1,500			1,612		1,902			9,166			4,888			1,500

Tax benefit on acquired net operating loss carryforward		246			353		312			488			385			246
Tax benefit from stock options		6,554			2,306		342
Tax benefit (expense) from stock option exercises and restricted stock vesting										(922	)		6,889			6,554

Deferred:
Federal		(902	)		201		(26	)		(1,304	)		(668	)		(902	)
Foreign		--			--		--
State		(116	)		26		(2	)		(137	)		(70	)		(116	)
Total deferred		(1,018	)		227		(28	)		(1,441	)		(738	)		(1,018	)
Total provision for income taxes	$	7,282		$	4,498	$	2,528		$	7,291		$	11,424		$	7,282

The components of pretax income for the years ended December 31, ~~2006, 2005~~2008, 2007 and ~~2004~~2006 are as follows (in thousands):

Year Ended December 31,

2006

2005

2004

Domestic $ 16,565 $ 11,267 $ 5,804
Foreign 284 408 637
Total $ 16,849 $ 11,675 $ 6,441

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

~~Foreign operations include Canada and the United Kingdom for the years ended December~~

PERFICIENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, ~~2004 and 2005.~~ 2008

In 2006, foreign operations only included Canada. ~~As of~~For the year ended December 31, ~~2006, the Company's location in the United Kingdom was dormant.~~

~~PERFICIENT, INC.~~2008 and 2007, foreign operations included Canada, China, and India.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

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, ~~2006~~2008 and ~~2005~~2007 are as follows:

2748

PERFICIENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2008

	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

(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.

~~12. Balance Sheet Components~~

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

December 31,

2006

2005

(In thousands)
Accounts receivable:

Accounts receivable $ 29,461 $ 17,037
Unbilled revenues 9,846 6,581
Allowance for doubtful accounts (707 ) (367 )
Total
$ 38,600 $ 23,251

Other current assets:

Income tax receivable $ 2,150 $ 1,367
Other current assets 649 163
Total
$ 2,799 $ 1,530

Other current liabilities:

Accrued bonus $ 9,851 $ 3,525
Accrued subcontractor fees 1,803 1,842
Deferred revenues 1,318 1,084
Payroll related costs 1,258 503
Sales and use taxes 326 150
Accrued acquisition costs related to Insolexen and EGG 563 --
Other accrued expenses 915 1,227
Total
$ 16,034 $ 8,331

Property and Equipment:

Hardware (useful life of 2 years) $ 3,933 $ 2,708
Furniture and fixtures (useful life of 5 years) 980 781
Leasehold improvements (useful life of 3 years) 275 150
Software (useful life of 1 year) 702 474
Accumulated depreciation and amortization (4,084 ) (3,153 )
Property and equipment, net
$ 1,806 $ 960

~~13.~~12. 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,

2006

2005

2004

Balance, beginning of year $ 367 $ 654 $ 623
Charged to expense 264 32 33
Additions resulting from purchase accounting 371 24 --
Uncollected balances written off, net of recoveries (295 ) (343 ) (2 )
Balance, end of year $ 707 $ 367 $ 654

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

~~PERFICIENT, INC.~~13. Business Combinations

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~ The Company did not enter into any agreements to acquire another business during the twelve months ended December 31, 2008.

~~14. Business Combinations~~2007 Acquisitions:

~~Acquisition of iPath Solutions, Ltd.~~

On ~~June 10, 2005,~~February 20, 2007, the Company acquired ~~iPath Solutions, Ltd. (“iPath”),~~E Tech, a ~~privately held technology~~solutions-oriented IT consulting ~~company,~~firm, for ~~$9.9~~approximately $12.3 million. The purchase price ~~consists~~consisted of ~~$3.9 million in cash, $900,000 of liabilities repaid on behalf of iPath, transaction costs of $600,000, and 623,803 shares of the Company's common stock valued at~~ approximately $7.24 per share (approximately $4.5 million worth of Company's common stock). The total purchase price has been allocated to the assets acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Goodwill is assigned at the enterprise level. The purchase price was allocated to intangibles based on management's estimate and an independent valuation. The results of the iPath operations have been included in the Company's consolidated financial statements since June 10, 2005.

~~The purchase price allocation is as follows (in millions):~~

Intangibles:
Customer relationships $ 0.7
Customer backlog 0.2
Non-compete agreements 0.1

Goodwill 7.3

Tangible assets and liabilities acquired:
Accounts receivable 1.6
Property and equipment 0.1
Accrued expenses (0.1 )
Net assets acquired $ 9.9

~~The Company estimates that the intangible assets acquired have useful lives of six months to five years.~~

~~Acquisition of Vivare, LP~~

~~On September 2, 2005, the Company acquired Vivare, LP (“Vivare”), a privately held technology consulting company, for $9.8 million. The purchase price consists of $4.9~~$5.9 million in cash, transaction costs of approximately ~~$500,000,~~$663,000, and ~~618,500~~306,247 shares of the ~~Company's~~Company’s common stock valued at approximately ~~$7.03~~$20.34 per share (approximately $4.4 million worth of Company's common stock). The total purchase price has been allocated to the assets acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Goodwill is assigned at the enterprise level. The purchase price was allocated to intangibles based on management's estimate and an independent valuation. The results of Vivare's operations have been included in the Company's consolidated financial statements since September 2, 2005.

~~The purchase price allocation is as follows (in millions):~~

Intangibles:
Customer relationships $ 1.0
Customer backlog 0.1
Non-compete agreements 0.1

Goodwill 6.8

Tangible assets acquired:
Accounts receivable 1.7
Property and equipment 0.1
Net assets acquired $ 9.8

~~The Company estimates that the intangible assets acquired have useful lives of nine months to six years.~~

~~PERFICIENT, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~Acquisition of Bay Street Solutions, Inc.~~

On April 7, 2006, the Company acquired Bay Street Solutions, Inc. (“Bay Street”), a national customer relationship management consulting firm, for approximately $9.8 million. The purchase price consists of approximately $4.1 million in cash, transaction costs of $636,000, and 464,569 shares of the Company's common stock valued at approximately $12.18 per share (approximately $5.7$6.2 million worth of the ~~Company's~~Company’s common stock) less the value of those shares subject to a lapse acceleration right of approximately ~~$630,000,~~$474,000, as determined by a third party valuation firm. The total purchase price has been allocated to the assets acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Goodwill is assigned at the enterprise level. The purchase price was allocated to intangibles based on management's estimate and an independent valuation. Management expects to finalize the purchase price allocation within twelve months of the acquisition date as certain initial accounting estimates are resolved. The results of ~~Bay Street's~~E Tech’s operations have been included in the ~~Company's~~Company’s consolidated financial statements since ~~April 7, 2006.~~

~~The preliminary purchase price allocation is as follows (in millions):~~

Intangibles:
Customer relationships $ 1.6
Customer backlog 0.2
Non-compete agreements 0.1

Goodwill 6.4

Tangible assets acquired:
Accounts receivable 2.4
Other assets 0.6
Property and equipment 0.1
Accrued expenses (1.6 )
Net assets acquired $ 9.8

~~The Company estimates that the intangible assets acquired have useful lives of four months to six years.~~

~~Acquisition of Insolexen, Corp.~~February 20, 2007.

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 ~~May 31, 2006,~~June 25, 2007, the Company acquired ~~Insolexen, Corp.~~Tier1 Innovation, LLC (“~~Insolexen”~~Tier1”), a ~~business integration~~national customer relationship management consulting firm, for approximately $15.1 million. The purchase price ~~consists~~consisted of approximately ~~$7.7~~$7.1 million in cash, transaction costs of ~~$695,000,~~approximately $762,500, and ~~522,944~~355,633 shares of the ~~Company's~~Company’s common stock valued at approximately ~~$13.72~~$20.69 per share (approximately ~~$7.2~~$7.4 million worth of the ~~Company's~~Company’s common stock) less the value of those shares subject to a lapse acceleration right of approximately ~~$613,000,~~$144,000 as determined by a third party valuation firm. The total purchase price has been allocated to the assets acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Goodwill is assigned at the enterprise level. The purchase price was allocated to intangibles based on management's estimate and an independent valuation. Management expects to finalize the purchase price allocation within twelve months of the acquisition date as certain initial accounting estimates are resolved. The results of ~~Insolexen's~~Tier1’s operations have been included in the ~~Company's~~Company’s consolidated financial statements since ~~May 31, 2006.~~

~~PERFICIENT, INC.~~June 25, 2007.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~The preliminary purchase price allocation is as follows (in millions):~~

Intangibles:
Customer relationships $ 2.8
Customer backlog 0.4
Non-compete agreements 0.1

Goodwill 10.5

Tangible assets and liabilities acquired:
Accounts receivable 3.9
Other assets 2.1
Accrued expenses (4.7 )
Net assets acquired $ 15.1

~~The Company estimates that the intangible assets acquired have useful lives of seven months to six years.~~

~~Acquisition of the Energy, Government and General Business (EGG) division of Digital Consulting & Software Services, Inc.~~

On ~~July 21, 2006,~~September 20, 2007, the Company acquired ~~the Energy, Government and General Business~~BoldTech Systems, Inc. (“~~EGG”~~BoldTech”) ~~division of Digital Consulting & Software Services, Inc.~~, ~~a systems integration~~an information technology consulting ~~business,~~firm, for approximately ~~$13.1~~$20.9 million. The purchase price ~~consists~~consisted of approximately ~~$6.4~~$10.0 million in cash, transaction costs of ~~approximately $275,000,~~$1.0 million, and ~~511,382~~449,680 shares of the ~~Company's~~Company’s common stock valued at approximately ~~$12.71~~$23.69 per share (approximately ~~$6.5~~$10.6 million worth of the ~~Company's~~Company’s common stock) less the value of those shares subject to a lapse acceleration right of approximately ~~$92,000,~~$723,000 as determined by a third party valuation firm. The total purchase price has been allocated to the assets acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Goodwill is assigned at the enterprise level. The purchase price was allocated to intangibles based on management's estimate and an independent valuation. Management expects to finalize the purchase price allocation within twelve months of the acquisition date as certain initial accounting estimates are resolved. The results of ~~EGG's~~BoldTech’s operations have been included in the ~~Company's~~Company’s consolidated financial statements since ~~July 21, 2006.~~

~~The preliminary purchase price allocation is as follows (in millions):~~

Intangibles:
Customer relationships $ 3.7
Customer backlog 0.5
Non-compete agreements 0.1

Goodwill 6.3

Tangible assets and liabilities acquired:
Accounts receivable 3.7
Other assets 0.4
Accrued expenses (1.6 )
Net assets acquired $ 13.1

~~The Company estimates that the intangible assets acquired have useful lives of five months to six years.~~

~~PERFICIENT, INC.~~September 20, 2007.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~Pro-forma Results~~ 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 ~~Operations~~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.

The following presents the unaudited pro forma combined results of operations of the Company with iPath, Vivare, Bay Street, Insolexen, and EGG for the years ended December 31, 2006 and 2005, after giving effect to certain pro forma adjustments related to the amortization of acquired intangible assets and assuming these companies were acquired as of the beginning of each period presented. These unaudited pro forma results are not necessarily indicative of the actual consolidated results of operations had the acquisitions actually occurred on January 1, 2005 and January 1, 2006 or of future results of operations of the consolidated entities (in thousands, except per share information):

December 31,

2006

2005

Revenues $ 181,953 $ 148,833
Net income $ 9,132 $ 8,464
Basic income per share $ 0.36 $ 0.35
Diluted income per share $ 0.32 $ 0.31

~~15.~~14. Quarterly Financial Results (Unaudited)

The following tables set forth certain unaudited supplemental quarterly financial information for the years ended December 31, ~~2006~~2008 and ~~2005.~~2007. 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 ~~adoption of Statement of Financial Accounting Standards No. 123R (As Amended),~~ ~~Share Based Payment~~ ~~(“SFAS 123R”) in the first quarter of 2006 and three~~four acquisitions in ~~2006 and two acquisitions in 2005~~2007 (in thousands, except per share data):

Three Months Ended,

March 31,
2006

June 30,
2006

September 30,
2006

December 31,
2006

(Unaudited)
Revenues:
Services $ 25,606 $ 32,751 $ 40,219 $ 39,145
Software 2,682 2,587 1,532 7,635
Reimbursable expenses 1,356 2,172 2,543 2,698
Total revenues $ 29,644 $ 37,510 $ 44,294 $ 49,478
Gross margin $ 9,288 $ 13,178 $ 15,854 15,437
Income from operations $ 3,057 $ 4,027 $ 4,840 $ 5,159
Income before income taxes $ 3,034 $ 3,900 $ 4,675 $ 5,241
Net income $ 1,705 $ 2,255 $ 2,834 $ 2,774
Basic net income per share $ 0.07 $ 0.09 $ 0.11 $ 0.10
Diluted net income per share $ 0.07 $ 0.08 $ 0.10 $ 0.10

Three Months Ended,

March 31,
2005

June 30,
2005

September 30,
2005

December 31,
2005

(Unaudited)

Revenues:
Services $ 17,657 $ 19,234 $ 23,157 $ 23,691
Software 1,407 1,393 1,918 4,669
Reimbursable expenses 660 1,034 1,048 1,129
Total revenues $ 19,724 $ 21,661 $ 26,123 $ 29,489
Gross margin $ 6,720 $ 7,283 $ 9,298 9,117
Income from operations $ 2,532 $ 2,756 $ 3,555 $ 3,432
Income before income taxes $ 2,420 $ 2,650 $ 3,359 $ 3,245
Net income $ 1,488 $ 1,627 $ 2,066 $ 1,996
Basic net income per share $ 0.07 $ 0.08 $ 0.09 $ 0.09
Diluted net income per share $ 0.06 $ 0.07 $ 0.08 $ 0.08

	Three Months Ended,
	March 31, 2008		June 30, 2008		September 30, 2008		December 31, 2008
	(Unaudited)
Revenues:
Services	$	52,100	$	53,632	$	52,510	$	49,238
Software and hardware		1,684		2,098		2,290		4,641
Reimbursable expenses		3,539		3,370		3,506		2,880
Total revenues	$	57,323	$	59,100	$	58,306	$	56,759
Gross margin	$	17,562	$	20,139	$	19,176		16,625
Income from operations	$	5,047	$	6,802	$	4,402	$	1,427
Income before income taxes	$	5,203	$	6,793	$	3,677	$	1,618
Net income	$	3,076	$	3,989	$	2,176	$	759
Basic net income per share	$	0.10	$	0.13	$	0.07	$	0.03
Diluted net income per share	$	0.10	$	0.13	$	0.07	$	0.03

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

~~16. Subsequent Event~~

On February 20, 2007, the Company consummated the acquisition of E-Tech Solutions. The Company paid approximately $12.2 million consisting of approximately $6.1 million in cash and $6.1 million worth of the Company's common stock, subject to certain post-closing adjustments. As required, the Company will use the closing price of the its common stock at or near the close date in reporting the value of the stock consideration paid in the acquisition, which was $20.34. The Company issued 306,248 shares of its common stock in connection with the acquisition.

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, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2008. We also have audited the Company’s internal control over financial reporting as of December 31, 2008, 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 Company as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2008, 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, based on criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Perficient, Inc.

Austin, Texas

We have audited the accompanying consolidated ~~balance sheets of Perficient, Inc. as of December 31, 2006 and 2005 and the related consolidated~~ statements of ~~income, stockholders'~~operations, stockholders’ equity and comprehensive income, and cash flows of Perficient, Inc. for ~~each of~~ the ~~three years in the period~~year ended December 31, 2006. These financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on these financial statements based on our ~~audits.~~audit.

We conducted our ~~audits~~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 ~~audits provide~~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 ~~financial position~~results of operations and cash flows of Perficient, Inc. ~~at December 31, 2006 and 2005, and~~for the ~~results of its operations and its cash flows for each of the three years in the period~~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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Perficient, Inc.'s internal control over financial reporting as of December 31, 2006, based on criteria established in ~~Internal Control - Integrated Framework~~ ~~issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 1, 2007 expressed an unqualified opinion thereon.~~

/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

3453

~~Item 9A.~~~~Controls and Procedures.~~

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/A. As described below under Management's Annual Report~~10-K. Based on ~~Internal Control Over Financial Reporting,~~that evaluation, the ~~Company has~~Company’s principal executive and principal financial officers have determined that ~~its~~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. 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~~Company’s internal control over financial reporting was effective as of December 31, ~~2006.~~

2008.

~~The Company acquired Bay Street, Insolexen,~~

KPMG LLP, our independent registered public accounting firm, has audited our financial statements for the year ended December 31, 2008 included in this Form 10-K, and ~~EGG in April, May, and July of 2006, respectively. As permitted by SEC guidance, management excluded these acquired companies from~~has issued its ~~assessment of~~report on the effectiveness of ~~the Company's~~ internal control over financial reporting as of December 31, 2006. In total, Bay Street, Insolexen, and EGG represented 29% and 17% of the Company's total assets and total revenues, respectively, as of and for the year ended December 31, 2006. Excluding identifiable intangible assets and goodwill recorded2008, which is included herein.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the ~~business combination, Bay Street, Insolexen, and EGG represented 6% of the Company's total assets as of December 31, 2006.~~

~~Our management's assessment of the effectiveness of our~~Company’s internal control over financial reporting as ~~of December 31, 2006 has been audited by BDO Seidman, LLP, an independent registered public accounting firm, as stated~~defined in ~~their report which is included herein.~~

~~Changes in Internal Control Over Financial Reporting~~

~~During~~Exchange Act Rule 13a-15(f) during the quarter ended December 31, ~~2006, we continued our remediation efforts from~~2008, that have materially affected, or are reasonably likely to materially affect, the ~~prior quarters in order to fully remediate our previously reported material weakness. This includes performing the following:~~

	·	Verified employee security access to our automated general ledger system is appropriate related to the employee's responsibilities and further strengthened our controls surrounding general ledger access granted to our new accounting personnel;

	·	Established certain spreadsheet controls including required detail review of key spreadsheets, limited access to key spreadsheets on a central server and assignment of appropriate rights, a controlled process for requesting changes to a spreadsheet, and a process to back up spreadsheets on a regular basis so that complete and accurate information is available for financial reporting;

	·	~~Activated certain additional application and prevent controls with the assistance of our general ledger software provider and our internal technology personnel; and~~

	·	~~Engaged a third party to assist with project management and strategic oversight of our remediation of the 2005 significant deficiencies and material weakness and the 2006 control review process.~~

In addition, during the year ended December 31, 2006, we have hired several new employees to further diversify accounting responsibilities, most notably the addition of a new Chief Financial Officer, but also including various senior and staff accountants.

The cumulative impact of these activities established during 2006 occurred and management obtained sufficient evidence of the operating effectiveness of such additional controls during the year ended December 31, 2006. Accordingly, management has concluded that our previously reported material weakness caused principally by inadequate staffing levels has been remediated.

As discussed in Note 2 to the Notes to Consolidated Financial Statements, in August 2007, it was determined that certain previously reported payments associated with our business acquisitions were incorrectly included as a component of cash flows from operating activities instead of from investing activities in the Company’s Consolidated Statement of Cash Flows. These errors were promptly brought to the attention of our audit committee and former auditors as we worked to resolve such errors with our current auditors. As a result of correcting these misclassifications, in the annual report of Form 10-K/A, we have restated our Consolidated Statements of Cash Flows for the years ended December 31, 2006 and 2005. We have also revised our Notes to Consolidated Financial Statements as necessary to reflect these errors.

These errors resulted from a significant deficiency in the procedures to reconcile and review the impact of acquisitions on the Consolidated Statement of Cash Flows. The controls in place regarding reconciliation and review of cash flows related to acquisition activity represent a very narrow subset of the Company’s financial closing and disclosure controls and an even narrower element of the Company’s overall financial control structure. The Company does not believe that this restatement resulted from a breakdown in its general controls; rather represents an isolated classification error for specific types of acquisition payments. In light of these reclassification errors identified, we have implemented new procedures for reconciling and reviewing the Consolidated Statement of Cash Flows related to business acquisitions. Management believes that controls are now in place to ensure similar errors do not occur again.

In connection with the restatement and the filing of this Form 10-K/A, the Company re-evaluated, with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2006. The Company considered that the restatement of financial statements in prior filings made with the SEC may be an indicator of the existence of weaknesses in the design or operation of internal control over financial reporting. ~~Based~~

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 ~~evaluation,~~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.

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;

·	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 ~~Chief Financial Officer concluded that~~Board to Chairman of the ~~Company’s original conclusions with respect~~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 ~~effectiveness of disclosure controls~~Company for up to 20 hours per week and procedures remain appropriate and that the disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2006. In arriving at such conclusion, management considered the facts and circumstances that resulted in the reclassifications in the statements of cash flows, including considerations with respect to its internal controlshis responsibilities would include presiding over ~~financial reporting. Management determined that the reclassifications were not the result of a material weakness within internal control over financial reporting.~~

In concluding that the Company’s disclosure controls and procedures were effective as of December 31, 2006, management considered, among other things, the circumstances that resulted in the restatement of its previously issued financial statements as more fully described in Note 2, Restatement of Financial Information, to the consolidated financial statements included within this Form 10-K/A.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

To the Board of Directors and ~~Stockholders~~

~~Perficient, Inc.~~

~~Austin, Texas~~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.

~~We have audited management's assessment, included in~~ Mr. McDonald has agreed to refrain from competing with the ~~accompanying Management's Report~~Company for a period of five years following the termination of his employment. Mr. McDonald’s compensation is subject to review and adjustment on Internal Control over Financial Reporting, that Perficient, Inc. (“the Company”) maintained effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations, or COSO, of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an ~~opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.~~

~~We conducted our audit~~annual basis in accordance with the ~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit~~Company’s compensation policies as in effect from time to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.time.

~~A company's internal control over financial reporting~~ 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 ~~process designed~~period of five years following the termination of his employment. Mr. Davis’s compensation is subject to ~~provide reasonable assurance regarding the reliability of financial reporting~~review and ~~the preparation of financial statements for external purposes~~adjustment on an annual basis in accordance with ~~generally accepted accounting principles. A company's internal control over financial reporting includes those~~the Company’s compensation policies as in effect from time to time.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Executive Officers and ~~procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately~~Directors

Our executive officers and ~~fairly reflect the transactions and dispositions~~directors, including their ages as of the ~~assets~~date of this filing are as follows:

Name	Age		Position
John T. McDonald		45	Chairman of the Board and Chief Executive Officer
Jeffrey S. Davis		44	President and Chief Operating Officer
Paul E. Martin		48	Chief Financial Officer, Treasurer and Secretary
Timothy J. Thompson		48	Vice President of Client Development
Richard T. Kalbfleish		53	Controller and Vice President of Finance and Administration
Ralph C. Derrickson		50	Director
Max D. Hopper		74	Director
Kenneth R. Johnsen		55	Director
David S. Lundeen		47	Director

John T. McDonald joined the Company in April 1999 as Chief Executive Officer and was elected Chairman of the ~~Company; (2) provide reasonable assurance~~Board in March 2001. From April 1996 to October 1998, Mr. McDonald was president of VideoSite, Inc., a multimedia software company that ~~transactions are recorded~~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 ~~necessary to permit preparation~~a member of ~~financial statements~~the board of directors of a number of privately held companies and non-profit organizations. Mr. McDonald received a B.A. in ~~accordance with generally accepted accounting principles,~~Economics from Fordham University and ~~that receipts and expenditures~~a J.D. from Fordham Law School.

Jeffrey S. Davis became the Chief Operating Officer of the Company ~~are being made only~~upon the closing of the acquisition of Vertecon in ~~accordance~~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.

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 ~~authorizations~~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.

Ralph C. Derrickson became a member 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 August 2001. He served as vice president of product development at Starwave Corporation, one of the pioneers of the Internet. Earlier, Mr. Derrickson held senior management positions at NeXT Computer, Inc. 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 of Business Services for IBM Global Services 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. From March 1999 through 2002, 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. Lundeen was an investment banker with Drexel Burnham Lambert in New York City. Mr. Lundeen currently serves as a member of the board of directors of Parago, Inc., and as Chairman of the Board of Interstate Connections, Inc. Mr. Lundeen received a B.S. in Engineering from the University 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”).

Codes of Conduct and Ethics

The Company has adopted a Corporate Code of Business Conduct and Ethics that applies to all employees and directors of the ~~Company;~~Company while acting on the Company's behalf and ~~(3) provide reasonable assurance regarding prevention~~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 ~~timely detection~~waivers from, the Financial Code of ~~unauthorized acquisition, use, or disposition~~Ethics will also be posted on Perficient’s website.

Audit Committee of the Board of Directors

The board of directors has created an audit committee. Each committee member is independent as defined by Nasdaq Global Select Market listing standards.

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 ~~assets that could have a material effect on the financial statements.~~fiscal year.

Item 11.

Executive Compensation.

~~As indicated~~ Information on this subject is found in the ~~accompanying Management's Report on Internal Control Over Financial Reporting,~~Proxy Statement under the ~~scope~~captions "Compensation of ~~management's assessment~~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 ~~effectiveness of internal control over financial reporting includes all~~end of the Company's ~~consolidated operations, except for~~fiscal year.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information on this subject is found in the ~~acquired operations~~Proxy Statement under the captions "Security Ownership of ~~Bay Street Solutions, Inc.~~Certain Beneficial Owners and Management ", "Directors and Executive Officers", ~~Insolexen Corporation,~~ 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 Energy, Government and General Business (“EGG”) division of Digital Consulting & Software Services, Inc. (collectively the “Acquired Companies”), each of which the Company acquired during 2006. The Acquired Companies represented 29%end of the Company's ~~total assets as~~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 ~~December 31, 2006, and 17%~~the end of the Company's ~~revenues for~~fiscal year.

Item 14.

Principal Accounting Fees and Services.

Information on this subject is found in the ~~year ended December 31, 2006. Our audit of internal control over financial reporting~~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 ~~Company also excluded an evaluation~~end of the ~~internal control over financial reporting of the Acquired Companies' operations.~~Company's fiscal year.

In our opinion, management's assessment that Perficient, Inc. maintained effective internal control over financial reporting as of December 31, 2006 is fairly stated in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by COSO. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control-Integrated Framework issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Perficient, Inc. as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2006. Our report on these financial statements dated, March 1, 2007, expressed an unqualified opinion thereon.

~~/s/ BDO Seidman, LLP~~

~~Houston, Texas~~

~~March 1, 2007, except Note 2~~

~~as to which date is August 13, 2007~~

3758

PART IV

~~Item 15.~~~~Exhibits, Financial Statement Schedules.~~

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~~ Page(s)
Consolidated Balance Sheets	1133
Consolidated Statements of Income	1234
Consolidated Statements of Changes in Stockholders' Equity	1335
Consolidated Statements of Cash Flows	1436
Notes to Consolidated Financial Statements	~~15-33~~37
~~Report~~Reports of Independent Registered Public Accounting ~~Firm~~Firms	3452-53

2.	Financial Statement Schedules

No financial statement schedules are required to be filed by Items 8 and 15(d) because they are not required or are not applicable, or the required information is set forth in the applicable financial statements or notes thereto.

Exhibits

See Index to Exhibits starting on page ~~40.~~61.

3859

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.

~~Date: August 13, 2007~~	By:	/s/ John T. McDonald
Date: March 5, 2009		John T. McDonald
		Chief Executive Officer (Principal Executive Officer)


~~Date: August 13, 2007~~	By:	/s/ Paul E. Martin
Date: March 5, 2009		Paul E. Martin
		Chief Financial Officer (Principal Financial Officer)

~~Date: August 13, 2007~~	By:	/s/ Richard T. Kalbfleish
Date: March 5, 2009		Richard 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. McDonald 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/ John T. McDonald			Chief Executive Officer and		~~August 13, 2007~~March 5, 2009
John T. McDonald			Chairman of the Board (Principal Executive Officer)

/s/ Ralph C. Derrickson*	Derrickson		Director		~~August 13, 2007~~March 5, 2009
Ralph C. Derrickson

/s/ Max D. Hopper*	Hopper		Director		~~August 13, 2007~~March 5, 2009
Max D. Hopper

/s/ Kenneth R. Johnsen*	Johnsen		Director		~~August 13, 2007~~March 5, 2009
Kenneth R. Johnsen

/s/ David S. Lundeen*	Lundeen		Director		~~August 13, 2007~~March 5, 2009
David S. Lundeen

*BY: ~~/s/ Paul E. Martin~~

~~Paul E. Martin~~

~~Attorney-in-Fact~~

3960

INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Asset Purchase Agreement, dated as of June 10, 2005, by and among Perficient, Inc., Perficient iPath, Inc. and iPath Solutions, Ltd., previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K filed on June 15, 2005 and incorporated herein by reference

~~2.2~~	Asset Purchase Agreement, dated as of September 2, 2005, by and among Perficient, Inc., Perficient Vivare, Inc., Vivare, LP 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 September 9, 2005 and incorporated herein by reference

~~2.3~~	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

~~2.4~~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

~~2.5~~2.3	Asset Purchase Agreement, dated as of July 20, 2006, by and among Perficient, Inc., Perficient DCSS, Inc. and Digital Consulting & Software Services, Inc., previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K filed on July 26, 2006 and incorporated herein by reference

2.4	Agreement and Plan of Merger, dated as of February 20, 2007, by and among Perficient, Inc., PFT MergeCo III, Inc., e tech solutions, Inc., each of the Principals of e tech solutions, Inc., and Gary Rawding, as Representative, previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K filed on February 23, 2007 and incorporated herein by reference

2.5	Asset Purchase Agreement, dated as of June 25, 2007, by and among Perficient, Inc., Tier1 Innovation, LLC, and Mark Johnston and Jay Johnson, previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K filed on June 28, 2007 and incorporated herein by reference

2.6	Agreement and Plan of Merger, dated as of September 20, 2007, by and among Perficient, Inc., PFT MergeCo IV, Inc., BoldTech Systems, Inc., a Colorado corporation, BoldTech Systems, Inc., a Delaware corporation, each of the Principals (as defined therein) and the Representative (as defined therein), previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K filed September 21, 2007 and incorporated herein by reference

2.7	Asset Purchase Agreement, dated as of November 21, 2007, by and among Perficient, Inc., ePairs, Inc., the Principal (as defined therein) and the Seller Shareholders (as defined therein), previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K filed November 27,2007 and incorporated herein by reference

3.1	Certificate of Incorporation of Perficient, Inc., previously filed with the Securities and Exchange Commission as an Exhibit to our Registration Statement on Form SB-2 (File No. 333-78337) declared effective on July 28, 1999 by the Securities and Exchange Commission and incorporated herein by reference

3.2	Certificate of Amendment to Certificate of Incorporation of Perficient, Inc., previously filed with the Securities and Exchange Commission as an Exhibit to our Form 8-A filed with the Securities and Exchange Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 on February 15, 2005 and incorporated herein by reference

3.3	Certificate of Amendment to Certificate of Incorporation of Perficient, Inc., previously filed with the Securities and Exchange Commission as an Exhibit to our Registration Statement on Form S-8 (File No. 333-130624) filed on December 22, 2005 and incorporated herein by reference

3.4	Bylaws of Perficient, Inc., previously filed with the Securities and Exchange Commission as an Exhibit to our ~~Registration Statement~~Current Report on Form ~~SB-2 (File No. 333-78337) declared effective on July 28, 1999 by the Securities and Exchange Commission~~8-K filed November 9, 2007 and incorporated herein by reference

4.1	Specimen Certificate for shares of common stock, previously filed with the Securities and Exchange Commission as an Exhibit to our Registration Statement on Form SB-2 (File No. 333-78337) declared effective on July 28, 1999 by the Securities and Exchange Commission and incorporated herein by reference

4.2	Warrant granted to Gilford Securities Incorporated, previously filed with the Securities and Exchange Commission as an Exhibit to our Registration Statement on Form SB-2 (File No. 333-78337) declared effective on July 28, 1999 by the Securities and Exchange Commission and incorporated herein by reference

4061

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~~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~~10.2†	Form of Stock Option Agreement, previously filed with the Securities and Exchange Commission as an Exhibit to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 and incorporated herein by reference

~~10.3~~10.3†	Perficient, Inc. Employee Stock Purchase Plan, previously filed with the Securities and Exchange Commission as Appendix A to the Registrant's Schedule 14A (File No. 001-15169) on October 13, 2005 and incorporated herein by reference

~~10.4~~10.4†	Form of Restricted Stock Agreement, previously filed with the Securities and Exchange Commission as an Exhibit to our annual report on Form 10-K for the year ended December 31, 2005 and incorporated by reference herein

~~10.5~~10.5†	Form of Indemnity Agreement between Perficient, Inc. and each of our directors and officers, previously filed with the Securities and Exchange Commission as an Exhibit to our Registration Statement on Form SB-2 (File No. 333-78337) declared effective on July 28, 1999 by the Securities and Exchange Commission and incorporated herein by reference

~~10.6~~10.6†	Offer Letter, dated July 20, 2006, by and between Perficient, Inc. and Mr. Paul E. Martin, previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K filed on July 26, 2006 and incorporated herein by reference

~~10.7~~10.7†	Offer Letter Amendment, dated August 31, 2006, by and between Perficient, Inc. and Mr. Paul E. Martin, previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K filed on September 1, 2006 and incorporated herein by reference

10.8†*	Employment Agreement between Perficient, Inc. and John T. McDonald dated March ~~28, 2006,~~3, 2009, and effective as of January 1, ~~2006, 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~~2009

10.9†*	Employment Agreement between Perficient, Inc. and Jeffrey S. Davis dated ~~August~~March 3, ~~2006,~~2009, and effective as of ~~July~~January 1, ~~2006 filed with the Securities and Exchange Commission as an Exhibit to our Quarterly Report on Form 10-Q filed on August 9, 2006 and incorporated herein by reference~~2009

10.10	Amended and Restated Loan and Security Agreement by and among Silicon Valley Bank, KeyBank National Association, Perficient, Inc., Perficient Canada Corp., Perficient Genisys, Inc., Perficient Meritage, Inc. and Perficient Zettaworks, Inc. dated effective as of June 3, 2005, previously filed with the Securities and Exchange Commission as an Exhibit to our annual report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference

10.11	Amendment to Amended and Restated Loan and Security Agreement, dated as of June 29, 2006, by and among Silicon Valley Bank, KeyBank National Association, Perficient, Inc., Perficient Genisys, Inc., Perficient Canada Corp., Perficient Meritage, Inc., Perficient Zettaworks, Inc., Perficient iPath, Inc., Perficient Vivare, Inc., Perficient Bay Street, LLC and Perficient Insolexen, LLC, previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K filed on July 5, 2006 and incorporated herein by reference

4162

Exhibit Number	Description
10.12	Lease by and between Cornerstone Opportunity Ventures, LLC and Perficient, Inc., previously filed with the Securities and Exchange Commission as an Exhibit to our annual report on Form 10-K for the year ended December 31, 2005 and incorporated by reference herein

10.13	First Amended and Restated Investor Rights Agreements dated as of June 26, 2002 by and between Perficient, Inc. and the Investors listed on Exhibits A and B thereto, previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K (File No. 001-15169) filed on July 18, 2002 and incorporated by reference herein

10.14	Securities Purchase Agreement, dated as of June 16, 2004, by and among Perficient, Inc., Tate Capital Partners Fund, LLC, Pandora Select Partners, LP, and Sigma Opportunity Fund, LLC, previously filed with the Securities and Exchange Commission as an Exhibit to our Current Report on Form 8-K filed on June 23, 2004 and incorporated by reference herein

~~14.1~~	~~Corporate Code of Business Conduct and Ethics, previously filed with the Securities and Exchange Commission on Form 10-KSB/A for the year ended December 31, 2003 and incorporated by reference herein~~

~~14.2~~	~~Financial Code of Ethics, previously filed with the Securities and Exchange Commission on Form 10-KSB/A for the year ended December 31, 2003 and incorporated by reference herein~~

~~21.1~~21.1*	Subsidiaries ~~(included as an exhibit to our Annual Report on Form 10-K filed on March 5, 2007)~~

23.1*	Consent of BDO Seidman, LLP

23.2*	Consent of KPMG LLP

24.1	Power of Attorney (included on the signature page ~~to our Annual Report on Form 10-K filed on March 5, 2007)~~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.

4263

	December 31,
	2008			2007
Deferred tax assets:	(In thousands)
Current deferred tax assets:
Accrued liabilities	$	435		$	384
Net operating losses		475			273
Bad debt reserve		878			511
		1,788			1,168
Valuation allowance		(31	)		(24	)
Net current deferred tax assets	$	1,757		$	1,144
Non-current deferred tax assets:
Net operating losses and capital loss	$	1,985		$	2,380
Fixed assets		329			169
Deferred compensation		1,654			1,031
		3,968			3,580
Valuation allowance		(109	)		(106	)
Net non-current deferred tax assets	$	3,859		$	3,474

	December 31,
	2006			2005
Deferred tax assets:	(In thousands)
Current deferred tax assets:
Accrued liabilities	$	298		$	140
Net operating losses		243			246
Bad debt reserve		268			110
		809			496
Valuation allowance		(457	)		(361	)
Net current deferred tax assets	$	352		$	135
Non-current deferred tax assets:
Net operating losses	$	2,339		$	2,577
Fixed assets		53			49
Deferred compensation		435			102
		2,827			2,728
Valuation allowance		(1,599	)		(1,984	)
Net non-current deferred tax assets	$	1,228		$	744

Deferred tax liabilities:
Current deferred tax liabilities:
Deferred income	$	308		$	93
Non-current deferred tax liabilities:
Deferred income	$	431		$	94
Foreign withholding tax on undistributed earnings		65			45
Intangibles		1,983			461
Total non-current deferred tax liabilities	$	2,479		$	600
Net current deferred tax asset	$	44		$	42
Net non-current deferred tax asset (liability)	$	(1,251	)	$	144

	As of December 31,
	2006		2005
Cash and cash equivalents	$	4.5	$	5.1
Working capital		24.9		17.1

	Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Long-term debt obligations, including estimated interest	$	1,390	$	1,251	$	139	$	--	$	--
Operating lease obligations		4,683		1,355		2,148		1,119		61
Total	$	6,073	$	2,606	$	2,287	$	1,119	$	61

	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
Balance at January 1, 2004		14,039	$	14	$	76,289	$	(52	)	$	(60,235	)	$	16,016
Warrants exercised		1,277		1		2,539		--			--			2,540
Stock options exercised		492		1		656		--			--			657
Issuance of stock for Genisys, Meritage, and ZettaWorks acquisitions		4,049		4		18,770		--			--			18,774
Issuance of stock for private placement		800		1		2,359		--			--			2,360
Tax benefit of stock option exercises		--		--		342		--			--			342
Stock compensation		--		--		27		--			--			27
Foreign currency translation adjustment		--		--		--		(6	)		--			(6	)
Net income		--		--		--		--			3,913			3,913
Total comprehensive income		--		--		--		--			--			3,907
Balance at December 31, 2004		20,657		21		100,982		(58	)		(56,322	)		44,623
Warrants exercised		88		--		157		--			--			157
Stock options exercised		1,354		1		2,703		--			--			2,704
Issuance of stock for iPath and Vivare acquisitions		1,196		1		8,708		--			--			8,709
Tax benefit of stock option exercises		--		--		2,306		--			--			2,306
Stock compensation		--		--		264		--			--			264
Foreign currency translation adjustment		--		--		--		(29	)		--			(29	)
Net income		--		--		--		--			7,177			7,177
Total comprehensive income		--		--		--		--			--			7,148
Balance at December 31, 2005		23,295		23		115,120		(87	)		(49,145	)		65,911
Issuance of stock for Bay Street, Insolexen, and EGG acquisitions		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 from Employee Stock Purchase Plan		6		--		86		--			--			86
Tax benefit of stock option exercises		--		--		6,554		--			--			6,554
Stock compensation		--		--		3,132		--			--			3,132
Vested stock compensation		83		--		--		--			--			--
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

	Year Ended,
	2006			2006			2005			2005
	As previously reported			As restated			As previously reported			As restated
	(In thousands)
Cash flows from operating activities:
Other liabilities	$	(2,824	)	$	708		$	563		$	2,090
Net cash provided by operating activities		9,615			13,147			7,687			9,214
Cash flows from investing activities:
Purchase of businesses, net of cash acquired		(13,678	)		(17,210	)		(9,704	)		(11,231	)
Net cash used in investing activities		(15,582	)		(19,114	)		(11,244	)		(12,771	)

	Goodwill
Balance at December 31, 2004	$	32,818
Acquisitions consummated during 2005 (Note 14)		14,115
Utilization of net operating loss carryforwards, forfeiture of restricted stock used for acquisition purchase consideration and changes in estimated acquisition transaction costs		(670	)
Balance at December 31, 2005		46,263
Acquisitions consummated during 2006 (Note 14)		22,589
Utilization of net operating loss carryforwards and adjustment to goodwill related to deferred taxes associated with acquisitions		318
Balance at December 31, 2006	$	69,170

	Shares		Range of Exercise Prices		Weighted-Average Exercise Price	Aggregate Intrinsic Value
Options outstanding at January 1, 2004	5,726	$	0.02 - $26.00	$	2.42

Options granted	1,459	$	3.00 - $ 6.31	$	4.67

Options exercised	(492)	$	0.03 - $ 4.50	$	1.34

Options canceled	(254)	$	0.50 - $13.25	$	3.37

Options outstanding at December 31, 2004	6,439	$	0.02 - $26.00	$	2.97

Options granted	415	$	7.34 - $ 9.19	$	7.81

Options exercised	(1,354)	$	0.03 - $ 8.10	$	2.00

Options canceled	(232)	$	0.03 - $16.00	$	5.37

Options outstanding at December 31, 2005	5,268	$	0.02 - $16.94	$	3.53

Options granted	--		--		--

Options exercised	(1,672)	$	0.02 - $12.13	$	2.40

Options canceled	(44)	$	1.01 - $13.25	$	5.41

Options outstanding at December 31, 2006	3,552	$	0.02 - $16.94	$	4.03	43,975

Options vested, December 31, 2004	3,227	$	0.02 - $16.94	$	2.85

Options vested, December 31, 2005	3,305	$	0.02 - $16.94	$	3.00

Options vested or expected to vest, December 31, 2006	2,347	$	0.02 - $16.94	$	3.62	41,400

	Shares			Weighted-Average Grant Date Fair Value
Restricted stock awards outstanding at January 1, 2006		614		$	7.69
Awards granted		911			15.61
Awards released		(83	)		7.62
Awards canceled		(13	)		8.04
Restricted stock awards outstanding at December 31, 2006		1,429		$	12.74

	Options Outstanding			Options Exercisable
			Weighted
		Weighted	Average		Weighted
		Average	Remaining		Average
Range of Exercise		Exercise	Contractual		Exercise
Prices	Options	Price	Life (Years)	Options	Price
$0.02 - $1.15	468	$0.62	4.94	468	$0.62
$1.21 - $2.28	1,101	$2.09	6.53	808	$2.02
$2.77 - $3.75	796	$3.42	5.5	578	$3.54
$4.40 - $6.31	733	$6.04	7.61	182	$5.51
$6.97 - $16.94	454	$10.10	6.22	311	$11.30
$0.02 - $16.94	3,552	$4.03	6.27	2,347	$3.62

Year End December 31,	Risk-Free Interest Rate		Dividend Yield		Volatility Factor
2004		3.61%		0%		1.388
2005		3.72%		0%		1.405

Warrants Outstanding and Exercisable
Exercise Price	Warrants
$1.98	9
$1.98	9

	Debt Payments
2007	$	1,201
2008		137
Present value of debt commitments		1,338
Less current portion		1,201
Long term portion	$	137

	Operating Leases
2009	$	2,258
2010		2,125
2011		1,759
2012		745
2013		471
Thereafter		315
Total minimum lease payments	$	7,673

	Operating Leases
2007	$	1,355
2008		1,128
2009		1,020
2010		768
2011		351
Thereafter		61
Total minimum lease payments	$	4,683

Property and Equipment:
Hardware (useful life of 2 years)	$	3,933		$	2,708
Furniture and fixtures (useful life of 5 years)		980			781
Leasehold improvements (useful life of 3 years)		275			150
Software (useful life of 1 year)		702			474
Accumulated depreciation and amortization		(4,084	)		(3,153	)
Property and equipment, net	$	1,806		$	960

Intangibles:
Customer relationships	$	0.7
Customer backlog		0.2
Non-compete agreements		0.1

Goodwill		7.3

Tangible assets and liabilities acquired:
Accounts receivable		1.6
Property and equipment		0.1
Accrued expenses		(0.1	)
Net assets acquired	$	9.9

	Three Months Ended,
	March 31, 2006			June 30, 2006			September 30, 2006			December 31, 2006
	(Unaudited)
Revenues:
Services	$	25,606		$	32,751		$	40,219		$	39,145
Software		2,682			2,587			1,532			7,635
Reimbursable expenses		1,356			2,172			2,543			2,698
Total revenues	$	29,644		$	37,510		$	44,294		$	49,478
Gross margin	$	9,288		$	13,178		$	15,854			15,437
Income from operations	$	3,057		$	4,027		$	4,840		$	5,159
Income before income taxes	$	3,034		$	3,900		$	4,675		$	5,241
Net income	$	1,705		$	2,255		$	2,834		$	2,774
Basic net income per share	$	0.07		$	0.09		$	0.11		$	0.10
Diluted net income per share	$	0.07		$	0.08		$	0.10		$	0.10

	Three Months Ended,
	March 31, 2005		June 30, 2005			September 30, 2005			December 31, 2005
	(Unaudited)
Revenues:
Services	$	17,657		$	19,234		$	23,157		$	23,691
Software		1,407			1,393			1,918			4,669
Reimbursable expenses		660			1,034			1,048			1,129
Total revenues	$	19,724		$	21,661		$	26,123		$	29,489
Gross margin	$	6,720		$	7,283		$	9,298			9,117
Income from operations	$	2,532		$	2,756		$	3,555		$	3,432
Income before income taxes	$	2,420		$	2,650		$	3,359		$	3,245
Net income	$	1,488		$	1,627		$	2,066		$	1,996
Basic net income per share	$	0.07		$	0.08		$	0.09		$	0.09
Diluted net income per share	$	0.06		$	0.07		$	0.08		$	0.08