-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EYS8lfWJULE5DmliAFYWurAu+gSFWPH0g5IfKIpqNZK6fIhUaBTy2qszoEd7EWCE 6+fuA3kJNYxMT2i+8gfoxQ== /in/edgar/work/20000623/0000912057-00-029521/0000912057-00-029521.txt : 20000920 0000912057-00-029521.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-029521 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000501 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERFICIENT INC CENTRAL INDEX KEY: 0001085869 STANDARD INDUSTRIAL CLASSIFICATION: [7371 ] IRS NUMBER: 742853258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-15169 FILM NUMBER: 659682 BUSINESS ADDRESS: STREET 1: 7600-B NORTH CAPITAL OF TEXAS HGWY, STREET 2: SUITE 220 CITY: AUSTIN STATE: TX ZIP: 78731 MAIL ADDRESS: STREET 1: 7600-B NORTH CAPITAL OF TEXAS OF HGWY STREET 2: SUITE 220 CITY: AUSTIN STATE: TX ZIP: 78731 8-K/A 1 a8-ka.txt 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2000 PERFICIENT, INC. (Exact name of Registrant as specified in Charter) Delaware 001-15169 74-2853258 - ------------------------- ----------- ------------- (State or other Juris- (Commission (IRS Employer diction of Incorporation) File Number) Identification No.) 7600-B North Capital of Texas Highway Suite 340 Austin, Texas 78731 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (512) 531-6000 -------------- Not Applicable -------------------------------------------------------------- (Former Name and Former Address, if Changed Since Last Report) PERFICIENT, INC. ITEM 2. ACQUISITION ON DISPOSITION OF ASSETS. This Form 8-K/A amends and supplements the Form 8-K dated May 1, 2000 filed with the Securities and Exchange Commission on May 16, 2000 relating to the acquisition by Perficient, Inc. ("Perficient") of Compete Inc. ("Compete") (the "Merger"). Of the 2,200,000 shares of Perficient Common Stock constituting the consideration under the merger, 196,136 of such shares are subject to options to purchase shares of common stock. Options to purchase 46,669 of such shares are exercisable at $.02 per share, while the remaining options are exercisable at $3.36 per share. This Form 8-K/A contains the information referred to in Item 7 of the form. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. See Index to Financial Statements and Pro Forma Information below. (b) PRO FORMA FINANCIAL INFORMATION. See Index to Financial Statements and Pro Forma Information below. 2 INDEX TO FINANCIAL STATEMENTS AND PRO FORMA INFORMATION Unaudited Interim Financial Statements of Compete Inc. Statements of Operations for the Three Months Ended March 31, 1999 and March 31, 2000 ........................................................ F-1 Balance Sheets as of December 31, 1999 and March 31, 2000 ........................................................ F-2 Statements of Cash Flow for the Three Months Ended March 31, 1999 and March 31, 2000 ........................................................ F-3 Notes to Financial Statements ......................................... F-4 Audited Financial Statements of Compete Inc. Report of Independent Auditors ........................................ * Balance Sheets ........................................................ * Statements of Operations .............................................. * Statements of Stockholders' Equity .................................... * Statements of Cash Flows .............................................. * Notes to Financial Statements ......................................... * Pro Forma Financial Information Introduction to Selected Historical and Unaudited Pro Forma Combined Financial Data ..................................... F-6 Unaudited Pro Forma Condensed Consolidated Balance Sheet .............. F-7 Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet ......................................................... F-8 Unaudited Pro Forma Condensed Statements of Operations ................ F-9 Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations ............................................... F-11
3 * The audited, historical financial statements for the fiscal years required by Item 7 were previously filed with the Securities and Exchange Commission with Amendment No. 1 to Perficient's Current Report on Form 8-K/A filed on March 17, 2000 and are incorporated herein by reference. This information was also included in information previously filed with the Securities and Exchange Commission with Perfcient's Definitive Proxy Statement, which was filed on April 7, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PERFICIENT, INC. Dated: June 22, 2000 By: /s/ John A. Hinners _____________________ Name: John A. Hinners Title: Chief Financial Officer 4 INTERIM FINANCIAL STATEMENTS COMPETE, INC. STATEMENTS OF OPERATIONS
Three Months Ended March 31, ------------------------------------------ 1999 2000 ------------------- -------------------- (unaudited) (unaudited) STATEMENT OF OPERATIONS DATA: Consulting revenues $1,188,069 $2,223,063 Cost of consulting revenues 752,152 1,075,844 ------------------- -------------------- Gross margin 435,917 1,147,219 Selling, general and administrative 442,685 747,356 Stock compensation 0 342,488 Intangibles amortization 7,500 7,500 ------------------- -------------------- Net income (loss) from operations (14,268) 49,875 Acquisition related expenses 0 228,913 Interest expense 7,649 13,399 ------------------- -------------------- Loss before income taxes (21,917) (192,437) Provision (benefit) for income taxes 0 0 ------------------- -------------------- Net loss ($21,917) ($192,437) =================== ==================== Net loss per share: Basic and diluted ($0.01) ($0.07) =================== ==================== Shares used in computing net loss per share 2,700,000 2,634,668 =================== ====================
F-1 COMPETE, INC. BALANCE SHEETS
December 31, 1999 March 31, 2000 ------------------------------------------- (unaudited) ASSETS Current assets: Cash $43,173 $109,287 Accounts receivable, net of allowance for doubtful accounts of 1,149,213 1,683,457 $19,616 as of December 31, 1999 and $39,616 as of March 31, 2000 Other current assets 0 22,803 ------------------------------------------- Total current assets 1,192,386 1,815,547 Property and equipment, net 245,533 240,921 Goodwill, net 55,000 47,500 Other noncurrent assets 8,724 18,669 ------------------------------------------- Total assets $1,501,643 $2,122,637 =========================================== LIABILITIES AND STOCKHOLDERS' DEFICIT Liabilities Current liabilities: Accrued liabilities $72,166 $361,198 Accrued payroll 107,694 202,190 Deferred income tax 15,230 15,230 Deferred revenue 20,360 20,360 Short-term borrowings 400,000 512,000 Current portion of lease obligation 99,757 94,920 ------------------------------------------- Total current liabilities 715,207 1,205,898 Lease obligation, net of current portion 119,515 101,267 ------------------------------------------- Total liabilities 834,722 1,307,165 Stockholders' equity: Common Stock, no par value; 3,600,000 shares authorized; 2,634,668 20,495 20,495 issued and outstanding at December 31, 1999 and March 31, 2000, respectively Less cost of 365,442 shares of common stock held in treasury (243,696) (243,696) Additional paid-In capital 4,595,413 4,595,413 Unearned stock compensation (4,593,413) (4,250,925) Retained deficit 888,122 694,185 ------------------------------------------- Total stockholders' equity 666,921 815,472 ------------------------------------------- Total liabilities and stockholders' equity $1,501,643 $2,122,637 ===========================================
F-2 COMPETE, INC. STATEMENTS OF CASH FLOW
Three months ended March 31, 1999 2000 ---------------- ---------------- OPERATING ACTIVITIES Net loss ($21,917) ($192,437) Adjustments to reconcile net loss to net cash provided by operations: Depreciation 28,026 35,558 Intangibles amortization 7,500 7,500 Non-cash compensation 0 342,488 Changes in operating assets and liabilities Accounts receivable (10,533) (534,244) Other current assets (4,688) (22,803) Other noncurrent assets 0 (9,945) Accrued liabilities (108,742) 289,032 Accrued payroll 123,986 94,496 Deferred revenue (1,950) 0 ---------------- ---------------- Net cash provided by operating activities 11,682 9,645 INVESTING ACTIVITIES Purchase of property and equipment (9,932) (30,946) ---------------- ---------------- Net cash used in investing activities (9,932) (30,946) FINANCING ACTIVITIES Proceeds from issuance of debt 464,396 1,002,000 Payments on debt (453,100) (890,000) Principle payments under capital lease obligation (13,457) (23,085) Payments of shareholder distribution 0 (1,500) Purchase of treasury stock (54,133) 0 ---------------- ---------------- Net cash provided by (used in) financing activities (56,294) 87,415 ---------------- ---------------- Increase (decrease) in cash (54,544) 66,114 Cash at beginning of period 84,194 43,173 ---------------- ---------------- Cash at end of period $29,650 $109,287 ================ ================
F-3 COMPETE, INC. NOTES TO FINANCIAL STATEMENTS 1. Basis of Presentation The accompanying unaudited financial statements of Compete, Inc. (the "Company"), have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2000 may not be indicative of the result for the full fiscal year ending December 31, 2000. 2. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. Segment Information During 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS No. 131"). SFAS No. 131 requires a business enterprise, based upon a management approach, to disclose financial and descriptive information about its operating segments. Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the chief operating decision maker(s) of an enterprise. Under this definition, the Company operated as a single segment for all periods presented. 4. Net Earnings (Loss) Per Share The Company computes net earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share," and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic and diluted net earnings (loss) per share is computed by dividing the earnings (loss) available to common stockholders for the period by the weighted average number of shares of Common Stock outstanding during the period. The calculation of diluted earnings (loss) per share excludes shares that are subject to issuance if the effect is antidilutive. Shares subject to issuance include Common Stock subject to repurchase rights and shares of Common Stock issuable upon the exercise of stock options and warrants. F-4 The following table sets forth the computation of basic and diluted loss per share for the periods:
Three Months Ended ----------------------------- March 31, March 31, 1999 2000 -------------- -------------- Numerator: Loss from continuing operations-numerator for basic earnings per share ($21,917) ($192,437) Denominator: Denominator for basic earnings per share-weighted average shares 2,700,000 2,634,668 Effect of dilutive securities: stock options ----- ----- -------------- -------------- Denominator for diluted earnings per share-weighted average shares 2,700,000 2,634,668 ============== ============== Basic and diluted loss per share: ($0.01) ($0.07) ============== ==============
5. Recent Accounting Pronouncements In June 1998 and 1999, the FASB issued SFAS No. 133, "Accounting for Derivatives and Hedging Activities" and SFAS No. 137, "Accounting for Derivatives and Hedging Activities - Deferral of the Effective Date of SFAS No. 133" ("SFAS 133"), respectively. SFAS 133 is effective for all fiscal quarters beginning with the quarter ending June 30, 2000. SFAS 133 establishes accounting and reporting standards of derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. The Company will adopt SFAS 133 in its quarter ending June 30, 2000 and does not expect such adoption to have an impact on the Company's reported results of operations, financial position or cash flows. 6. Balance Sheet Components
December 31, 1999 March 31, 2000 --------------------------------------- (unaudited) Other current assets: Undeposited funds $0 $22,803 ================== =================== $0 $22,803 ================== =================== Other noncurrent assets: Employee Advances $0 $5,600 Deposits 8,724 13,069 ================== =================== $8,724 $18,669 ================== ===================
F-5 7. Recent Developments On February 16, 2000, the Company entered into an Agreement and Plan of Merger with Perficient Inc. ("Perficient"), Perficient Compete, Inc., and the shareholders of the Company. The aggregate purchase price of Compete consisted of (i) $3,500,000 in cash, (ii) $2,527,500 in promissory notes to be repaid within six months following the closing, (iii) 2,200,000 shares of common stock, of which 1,100,000 shares are subject to adjustment and (iv) the assumption of Compete, Inc.'s outstanding employee options. The Merger became effective on May 1, 2000. SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA The following unaudited pro forma data gives effect to the Merger as if all such transactions had been consummated on March 31, 2000 in the case of balance sheet data and January 1, 2000 with respect to statement of operations data. The pro forma information gives effect to the Merger under the purchase method of accounting using the assumptions and adjustments described in the accompanying notes to the pro forma combined condensed financial statements. The pro forma combined condensed financial statements are based on the historical financial statements of Perficient and Compete and their related notes thereto included elsewhere herein or otherwise incorporated by reference herein. These pro forma statements are presented for informational purposes only and may not necessarily be indicative of the results that actually would have occurred had the Merger been consummated at the dates indicated, nor are they necessarily indicative of future operating results or financial position. F-6 PERFICIENT INC UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET As of March 31, 2000
Perficient Compete Adjustments Pro Forma ---------------- ---------------- ---------------- ----------------- Assets Current assets: Cash $9,615,112 $109,287 $5,690,762 ($3,500,000) (a) (333,638) (b) (200,000) (c) Accounts receivable, net 1,454,992 1,683,457 --- 3,138,449 Other assets 26,321 22,803 --- 49,124 ------------------------------------------------------------------------------ Total current assets 11,096,425 1,815,547 (4,033,638) 8,878,335 Property and equipment 322,448 572,550 (331,629) (d) 563,369 Accumulated depreciation (53,869) (331,629) 331,629 (e) (53,869) Goodwill 2,332,471 90,000 51,289,398 (f) 53,669,369 --- (90,000) (g) --- 47,500 (h) Accumulated amortization (194,362) (42,500) 42,500 (i) (194,362) Notes receivable - officer --- --- Federal/State Income Tax Receivable 10,916 --- --- 10,916 Other assets 373,700 18,669 --- 392,369 ------------------------------------------------------------------------------ Total assets $13,887,729 $2,122,637 $47,255,761 $63,266,127 ============================================================================== Liabilities and stockholders' equity Liabilities Current liabilities: Accounts payable $292,167 $563,388 $ --- $855,555 Short term borrowings 606,920 2,419,690 (j) 3,134,420 --- 107,810 (k) Other current liabilities 575,503 35,590 --- 611,093 ------------------------------------------------------------------------------ Total current liabilities 867,670 1,205,898 2,527,500 4,601,068 Capital lease obligation 101,267 --- 101,267 Deferred income tax --- --- ------------------------------------------------------------------------------ Total liabilities 867,670 1,307,165 2,527,500 4,702,335 Stockholders' equity: Common Stock 4,065 20,495 2,200 (l) 6,283 --- (20,495) (m) --- 18 (n) Treasury Stock (243,696) 243,696 (o) Additional paid-In capital 15,104,648 4,595,413 45,541,514 (p) 60,646,162 --- (4,595,413) (q) Note receivable from stockholder --- Unearned stock compensation (133,000) (4,250,925) 4,250,925 (r) (133,000) Retained earnings (deficit) (1,955,653) 694,185 (694,185) (s) (1,955,653) ------------------------------------------------------------------------------ Total stockholders' equity 13,020,060 815,472 44,728,261 58,563,792 ------------------------------------------------------------------------------ Total liabilities and stockholders' equity $13,887,729 $2,122,637 $47,255,761 $63,266,127 ==============================================================================
See notes to unaudited pro forma condensed consolidated balance sheet. F-7 PERFICIENT, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET The following pro forma adjustments to the unaudited condensed consolidated balance sheet assume the Merger had been consummated on March 31, 2000. The Compete, Inc. acquisition will be accounted for using the purchase method. The cost of the acquisition will be allocated to the fair value of the assets acquired as of the Effective Date, May 1, 2000, based upon valuations which are not yet complete. Accordingly, the allocations of the purchase price may change upon final analysis of the valuation. Following are the pro forma adjustments referenced in the unaudited condensed consolidated balance sheet:
Compete * ------------------ The estimated acquisition purchase price and preliminary allocations are as follows: Purchase price of acquisition $52,104,870 ================== Net equity of the Acquisition at March 31, 2000 (book value of net assets): Common Stock $20,495 (m) Additional paid in capital 4,595,413 (q) Note receivable from stockholder --- Unearned stock compensation (4,250,925) (r) Treasury stock (243,696) (o) Retained earnings 694,185 (s) ------------------ 815,472 Eliminate intangible assets previously recorded by: Goodwill (90,000) (g) Accumulated amortization 42,500 (i) Adjustments to record assets at fair value: Fixed assets (331,629) (d) Accumulated depreciation 331,629 (e) Goodwill 51,289,398 (f) 47,500 (h) ------------------ $52,104,870 ================== Record cash, note payable and stock for acquisitions: Cash $3,500,000 (a) Cash (Broker fee) 333,638 (b) Cash (estimated transaction costs) 200,000 (c) Short term borrowings 2,419,690 (j) Imputed interest payable ** 107,810 (k) Additional paid in capital 45,541,514 (p) Common Stock issued to shareholders of acquisitions 2,200 (l) Common Stock issued to brokers 18 (n) ------------------ $52,104,870 ==================
* The references in this column correspond to references on the Unaudited Condensed Consolidated Balance Sheet ** The note payable to Compete shareholders is non-interest bearing; interest is imputed using the Company's cost of capital (8.75% as of March 31, 2000.) F-8 PERFICIENT, INC. UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS For the three months ended March 31, 2000
Perficient, Inc. Compete, Inc. Adjustments Pro Forma ------------------ ---------------- ---------------- ---------------- Statement of Operations Data: Consulting revenues $1,820,689 $2,223,063 $ --- $4,043,752 Cost of consulting revenues 937,829 1,075,844 --- 2,013,673 ------------------ ---------------- ---------------- ---------------- Gross margin 882,860 1,147,219 0 2,030,079 Selling, general and administrative 1,358,440 747,356 2,105,796 Stock compensation 19,000 342,488 (342,488) (a) 19,000 Intangibles amortization 194,362 7,500 4,269,091 (b) (7,500) (c) 4,463,453 ------------------ ---------------- ---------------- ---------------- Income (loss) from operations (688,942) 49,875 (3,919,102) (4,558,170) Acquisition related expenses 0 (228,913) (228,913) Interest income (expense) 110,093 (13,399) 96,694 Income (loss) before income taxes (578,849) (192,437) (3,919,102) (4,690,389) Provision (benefit) for income taxes 0 0 --- 0 ------------------ ---------------- ---------------- ---------------- Net Income (loss) ($578,849) ($192,437) ($3,919,102) ($4,690,389) ================== ================ ================ ================ See notes to unaudited pro forma condensed consolidated statement of operations. Supplemental Data: Net income (loss) per share: Basic and diluted (1) ($0.15) ($0.07) na ($0.79) ================== ================ ================ ================ Shares used in computing net income (loss) per share (2) 3,931,714 2,634,668 na 5,953,617 ================== ================ ================ ================ Diluted supplemental weighted average shares outstanding ----- na na 6,925,779 ================== ================ ================ ================ Supplemental Data: Net Income (Loss) as reported ($578,849) ($192,437) ($3,919,102) ($4,690,389) Non-cash and acquisition related charges 233,916 614,459 3,919,102 4,767,478 (3) Provision (benefit) for income taxes (4) 0 0 0 28,523 ------------------ ---------------- ---------------- ---------------- Supplemental net income before non-cash charges ($344,933) $422,022 $0 $48,566 ================== ================ ================ ================ Supplemental net income before non-cash charges per share - basic ($0.09) $0.16 na $0.01 ================== ================ ================ ================ F-9 Supplemental net income before non-cash charges per share - diluted $ --- na na $0.01 ================== ================ ================ ================
(1) The computation of net loss and diluted supplemental net loss per share excludes Perficient Common Stock issuable upon exercise of certain employee stock options, as their effect is antidilutive. (2) Pro Forma diluted supplemental shares outstanding include estimate of 1,100,000 shares for contingent consideration issuable to certain selling shareholders under the terms of the merger agreements. (3) Non-cash charges include stock compensation, amortization of intangible assets, including Goodwill, depreciation expense and acquisition related expenses. (4) Supplemental net income and supplemental income per share data include a tax provision at an assumed effective rate of 37% for all periods presented. This information is not necessarily indicative of the results we would have obtained had we owned and operated these businesses as of the beginning of the period discussed. We have based these supplemental adjustments on estimates, available information we deem appropriate. F-10 PERFICIENT, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the three months ended March 31, 2000 The accompanying Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2000 reflect the pro forma adjustments described below as if the acquisition occurred on January 1, 2000. The Unaudited Pro Forma Condensed Consolidated Statements of Operations combine the historical results of operations of Perficient with those of Compete. The statements reflect the following adjustments: (a) Represents elimination of Stock Compensation expense due to elimination of Unearned stock compensation ($342,488) (b) Represents Goodwill amortization associated with the Compete Acquisition using an assumed amortization period of 3 years and using the $18.50/share price of Perficient stock on April 28, 2000, the last trading day prior to the May 1, 2000 Effective Date. The calculation of Goodwill is as follows: Component of purchase price for Compete, Inc. Cash $3,500,000 Note 2,527,500 Stock (2,200,000 shares) 40,700,000 Assumption of Existing Stock Option Plan * 4,510,095 Transaction Broker Fees: 667,275 Estimated acquisition costs (Legal, accounting, etc.) 200,000 ------------------ Total purchase price 52,104,870 Less: Net assets of Compete, Inc. (767,972) Less: Imputed interest on Note payable to Compete shareholders (107,810) ------------------ Total Goodwill 51,229,088 ------------------ Goodwill amortization (using 3 year amortization period) $4,269,091 ================== * Includes the assumption of current outstanding options of Compete. The cost is measured by the difference in the aggregate exercise price of all unvested options and using the $18.50/share price of Perficient stock on April 28, 2000, the last trading day prior the May 1, 2000 Effective Date of the merger. (c) Represents reversal of Goodwill amortization expense by Compete, Inc. related to Goodwill eliminated by Perficient in conjunction with the acquisition: Reversal of Goodwill amortization expense ($7,500) ==================
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