-----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, DxbDR2/YB0gRxcn1uCTN71OYpdW+BoBYfwxD8sEIJtQ48BchGC0Bn6SXrvDpZ/Jl Oi8sKLjx7QusQAmZJ3KoLg== 0001085869-09-000035.txt : 20090805 0001085869-09-000035.hdr.sgml : 20090805 20090805082800 ACCESSION NUMBER: 0001085869-09-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090805 DATE AS OF CHANGE: 20090805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERFICIENT INC CENTRAL INDEX KEY: 0001085869 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 742853258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15169 FILM NUMBER: 09985658 BUSINESS ADDRESS: STREET 1: 1120 SOUTH CAPITAL OF TEXAS HWY, STREET 2: SUITE 220, BLDG. 3 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5125316000 MAIL ADDRESS: STREET 1: 1120 SOUTH CAPITAL OF TEXAS OF HWY STREET 2: SUITE 220, BLDG 3 CITY: AUSTIN STATE: TX ZIP: 78746 8-K 1 form8k.htm PERFICIENT, INC. FORM 8-K form8k.htm



United States
Securities and Exchange Commission
Washington, DC 20549
 
Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)       August 5, 2009


PERFICIENT, INC.
(Exact Name of Registrant as Specified in its Charter)


Delaware
001-15169
74-2853258
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
1120 South Capital of Texas Highway, Suite 220, Building 3, Austin, Texas
78746
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant's telephone number, including area code    (512) 531-6000  

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 




 
 

 

 

 
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
On August 5, 2009, Perficient, Inc. (the “Company”) announced its financial results for the three and six months ended June 30, 2009. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.
 
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 as it relates to Item 2.02, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 5, 2009, the Company announced that Jeffrey S. Davis, the Company’s current President and Chief Operating Officer, will become its President and Chief Executive Officer and a director, effective September 1, 2009.  John T. McDonald, the Company’s current Chief Executive Officer and Chairman of the Board, will remain Chairman of the Board.  Mr. Davis’ biographical information is reported in the Company’s Proxy Statement on Schedule 14A for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on March 24, 2009, under the section entitled “Directors and Executive Officers.”
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)
Exhibits.


 
99.1
Perficient, Inc. Press Release, dated August 5, 2009, announcing financial results for the three and six months ended June 30, 2009.


 
 




 
 

 


 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
PERFICIENT, INC.
     
Date: August 5, 2009
By:
/s/ Paul E. Martin
   
Paul E. Martin
   
Chief Financial Officer

 
 




 
 




 
 

 


 



 
 
Exhibit Index
 
Exhibit
 
Number
Description                                      
   
 99.1
 
Perficient, Inc. Press Release, dated August 5, 2009, announcing financial results for the three and six months ended June 30, 2009.


 

 

EX-99.1 2 pressrelease.htm PRESS RELEASE DATED AUGUST 5, 2009 pressrelease.htm
EXHIBIT 99.1

 
 
For Immediate Release
Contact: Bill Davis
Perficient, Inc.
314-529-3555
bill.davis@perficient.com

PERFICIENT REPORTS SECOND QUARTER 2009 RESULTS

~Company Sets CEO Transition Timing Per Previously Disclosed Plan ~

AUSTIN, Texas – August 5, 2009Perficient, Inc. (NASDAQ: PRFT) a leading information technology consulting firm serving Global 2000 and other large enterprise customers throughout North America, today reported financial results for the quarter ended June 30, 2009.

Financial Highlights

For the second quarter ended June 30, 2009:

§  
Revenues decreased 24% to $44.9 million from $59.1 million during the second quarter of 2008;
§  
Services revenue also decreased 24% to $40.8 million from $53.6 million during the second quarter of 2008;
§  
Per share results on a fully diluted basis were a loss of one cent compared to earnings of $0.13 during the second quarter of 2008;
§  
Non-GAAP earnings per share (see attached schedule which reconciles to GAAP earnings per share) on a fully diluted basis decreased 60% to $0.08 from $0.20 during the second quarter of 2008;
§  
EBITDAS (a non GAAP measure; see attached schedule which reconciles to GAAP net income) decreased 63% to $4.0 million from $10.8 million during the second quarter of 2008;
§  
The Company continued to generate strong operating cash flow during the second quarter and increased cash on hand by $6.4 million during the quarter and $8.4 million year-to-date as of June 30, 2009 to a balance of $31.3 million; and
§  
The Company repurchased 639,000 shares of its stock during the quarter at a cost of $4.2 million.  Since the end of the quarter we have purchased an additional 260,000 shares bringing the total shares purchased to date to 3.4 million shares at a total cost of $18.0 million.

“During the second quarter, Perficient continued to execute well in a challenging market,” said Jack McDonald, Perficient’s chairman and chief executive officer. “Cash earnings and revenues were in-line with analyst estimates and we continued to generate cash flow, build our balance sheet and repurchase shares.”

“While we expect any market recovery to be incremental rather than immediate, we are beginning to see positive signs,” said Jeffrey Davis, Perficient’s president and chief operating officer. “In July, our new business booked was more than 30% higher than that achieved during any other month in 2009 and we are cautiously optimistic for the remainder of the year.”

Other Second Quarter 2009 Highlights

Among other achievements during the second quarter, Perficient:

-- Added new customer relationships and follow-up projects with leading companies including:  ATP Oil and Gas, Avaya, BJC Healthcare, Blue Cross Blue Shield Florida, Bob Evans Farms, CVR Energy, First Solar, Halliburton, Highmark, Kaiser Permanente, NetJets, Polycom, Safeway, Sigma Aldrich, Verizon, Warner Chilcott, and many others;

-- Announced that its Board of Directors approved an additional $10 million of purchases to be made under the existing share repurchase program, bringing total program authorization to $30 million; and

 
 

 

-- Was ranked #11 on Healthcare Informatics magazine’s 2009 list of the largest healthcare consulting firms.


Business Outlook
The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially.

The Company expects its third quarter 2009 services and software revenue, including reimbursed expenses, to be in the range of $41.9 million to $44.7 million, comprised of $40.0 million to $42.3 million of revenue from services including reimbursed expenses and $1.9 million to $2.4 million of revenue from sales of software.

The Company is reiterating its full-year revenue guidance range of $180 million to $200 million and adjusting our 2009 cash earnings per share guidance range to $0.30 to $0.40 to reflect the current economic environment and to align more closely with analysts’ consensus estimate.


CEO Transition
 In accordance with the previously disclosed succession plan detailed in the Company's Current Report on Form 8-K dated March 12, 2009, current President and COO Jeffrey Davis will become CEO and President effective September 1, 2009. Current Chairman and CEO Jack McDonald will remain Chairman of the Board.

“I am happy to announce Jeff’s well-deserved appointment as CEO,” said Mr. McDonald. “Jeff and I have worked as partners to build Perficient since he joined the company nearly 8 years ago.  As president and COO of Perficient over the past several years, Jeff has had full responsibility for operations and knows the business inside and out.  He has done an exceptional job.  Jeff has the trust of our colleagues, clients and Board and I am confident he will lead Perficient into an era of continued strong growth.”

“Under Jack’s leadership, Perficient has grown in 10 years from an eight person startup to a publicly-traded, technology consulting leader with more than 1,200 employees and $200 million in sales,” said Mr. Davis.  “His vision and drive enabled us to beat larger competitors, successfully navigate the technology crash and build a world-class industry leader.  Jack and I have built a strong relationship these past 8 years and I look forward to his continued leadership as Chairman of the Board.”

 
Conference Call Details
Perficient will host a conference call regarding second quarter 2009 financial results today at 9:00 a.m. EST.

WHAT: Perficient Second Quarter 2009 Results
WHEN: Wednesday, August 5, 2009, at 9:00 a.m. EST
CONFERENCE CALL NUMBERS: 888-713-4213 (U.S. and Canada) 617-213-4865 (International)
PARTICIPANT PASSCODE: 41546179
REPLAY TIMES: Wednesday, August 5, 2009, at 11:00 a.m. EST, through Wednesday, August 12, 2009
REPLAY NUMBER: 888-286-8010 (U.S. and Canada) 617-801-6888 (International)
REPLAY PASSCODE: 29733155


 
 

 

About Perficient
Perficient is a leading information technology consulting firm serving Global 2000 and enterprise customers throughout North America. Perficient’s professionals serve clients from a network of 19 offices in North America and three offshore locations, in Eastern Europe, India and China. Perficient helps clients use Internet-based technologies to improve productivity and competitiveness, strengthen relationships with customers, suppliers and partners and reduce information technology costs. Perficient, traded on the Nasdaq Global Select Market(SM), is a member of the Russell 2000® index and the S&P SmallCap 600 index. Perficient is an award-winning "Premier Level" IBM business partner, a TeamTIBCO partner, a Microsoft National Systems Integrator and Gold Certified Partner, a Documentum Select Services Team Partner, and an Oracle Certified Partner. For more information, please visit www.perficient.com.


Safe Harbor Statement
Some of the statements contained in this news release that are not purely historical statements discuss future expectations or state other forward-looking information related to financial results and business outlook for 2009.  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 management’s current intent, belief, expectations, estimates and projections regarding our company and our industry.  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 our annual report on Form 10-K for the year ended December 31, 2008 and our quarterly report on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009.  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.  This cautionary statement is provided pursuant to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  The forward-looking statements in this release are made only as of the date hereof and we undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future.
 

 
 

 

About Non-GAAP Financial Information
This press release includes non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP), please see the section entitled “About Non-GAAP Financial Measures” and the accompanying tables entitled “Reconciliation of GAAP to Non-GAAP Measures.”



 PERFICIENT, INC.  
CONSOLIDATED STATEMENTS OF OPERATIONS
 
(unaudited)
 
(in thousands, except per share data)
 
                         
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2009
   
2008
   
2009
   
2008
 
                         
Revenues
                       
Services
  $ 40,762     $ 53,632     $ 85,742     $ 105,732  
Software and hardware
    1,789       2,098       5,708       3,782  
Reimbursable expenses
    2,378       3,370       4,771       6,909  
Total revenues
    44,929       59,100       96,221       116,423  
                                 
Cost of revenues
                               
Project personnel costs
    27,622       31,910       57,774       64,907  
Software and hardware costs
    1,575       1,728       5,182       3,197  
Reimbursable expenses
    2,378       3,370       4,771       6,909  
Other project related expenses
    917       1,316       2,040       2,366  
Stock compensation
    734       637       1,412       1,343  
Total cost of revenues
    33,226       38,961       71,179       78,722  
                                 
Gross margin
    11,703       20,139       25,042       37,701  
                                 
Selling, general and administrative
    8,440       9,976       17,166       19,136  
Stock compensation
    1,708       1,591       3,493       3,191  
      1,555       8,572       4,383       15,374  
                                 
Depreciation
    393       556       868       1,094  
Amortization
    1,106       1,214       2,217       2,431  
Income from operations
    56       6,802       1,298       11,849  
                                 
Interest income, net of interest expense
    90       89       188       192  
Other income (expense)
    82       (98 )     258       (45 )
Income before income taxes
    228       6,793       1,744       11,996  
Provision for income taxes
    424       2,804       1,025       4,931  
Net income (loss)
  $ (196 )   $ 3,989     $ 719     $ 7,065  
                                 
Basic net income (loss) per share
  $ (0.01 )   $ 0.13     $ 0.03     $ 0.24  
                                 
Diluted net income (loss) per share
  $ (0.01 )   $ 0.13     $ 0.02     $ 0.23  
                                 
Shares used in computing basic
                               
net income (loss) per share
    27,799       29,718       28,031       29,627  
Shares used in computing diluted
                         
net income (loss) per share
    27,799       30,763       28,775       30,744  
 
 

 
 

 

PERFICIENT, INC.   
CONSOLIDATED BALANCE SHEETS
 
(unaudited)
(in thousands)
             
   
June 30,
   
December 31,
 
   
2009
   
2008
 
ASSETS
           
Current assets:
           
Cash
  $ 31,274     $ 22,909  
Accounts and note receivable, net
    36,415       47,584  
Prepaid expenses
    1,027       1,374  
Other current assets
    2,226       3,157  
Total current assets
    70,942       75,024  
Property and equipment, net
    1,649       2,345  
Goodwill
    104,168       104,178  
Intangible assets, net
    9,387       11,456  
Other non-current assets
    1,789       1,244  
Total assets
  $ 187,935     $ 194,247  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
         
Current liabilities:
               
Accounts payable
  $ 2,807     $ 4,509  
Other current liabilities
    11,108       14,339  
Total current liabilities
    13,915       18,848  
Other non-current liabilities
    793       581  
Total liabilities
    14,708       19,429  
                 
Stockholders' equity:
               
Common stock
    31       30  
Additional paid-in capital
    202,338       197,653  
Accumulated other comprehensive loss
    (342 )     (338 )
Treasury stock
    (16,171 )     (9,179 )
Accumulated deficit
    (12,629 )     (13,348 )
Total stockholders' equity
    173,227       174,818  
Total liabilities and stockholders' equity
  $ 187,935     $ 194,247  

 
 

 


About Non-GAAP Financial Measures
Perficient, Inc. (“Perficient”) provides non-GAAP measures for EBITDAS (earnings before interest, income taxes, depreciation, amortization, and stock compensation), net income and net income per share data as supplemental information regarding Perficient’s business performance. Perficient believes that these non-GAAP financial measures are useful to investors because they exclude non-operating charges. Perficient’s management excludes these non-operating charges when it internally evaluates the performance of Perficient’s business and makes operating decisions, including internal budgeting, performance measurement and the calculation of bonuses and discretionary compensation, because these measures provide a consistent method of comparison to historical periods. Moreover, management believes these non-GAAP measures reflect the essential operating activities of Perficient. Accordingly, management excludes stock-based compensation related to employee stock options and restricted stock awards, the amortization of intangible assets and income tax effects of the foregoing, when making operational decisions.
 
Perficient believes that providing the non-GAAP measures that management uses to its investors is useful to investors for a number of reasons. The non-GAAP measures provide a consistent basis for investors to understand Perficient’s financial performance in comparison to historical periods. In addition, it allows investors to evaluate Perficient’s performance using the same methodology and information that is used by Perficient’s management.
 
Non-GAAP measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment of which charges are excluded from the non-GAAP financial measure. However, Perficient’s management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of non-GAAP EBITDAS, non-GAAP net income and non-GAAP net income per share. In addition, some items that are excluded from non-GAAP net income and non-GAAP earnings per share can have a material impact on cash flows and stock compensation charges can have a significant impact on earnings. Management compensates for these limitations by evaluating the non-GAAP measure together with the most directly comparable GAAP measure. Perficient has historically provided non-GAAP measures to the investment community as a supplement to its GAAP results, to enable investors to evaluate Perficient’s business performance in the way that management does. Perficient’s definition may be different from similar non-GAAP measures used by other companies and/or analysts.

The non-GAAP adjustments, and the basis for excluding them, are outlined below:

Stock-based Compensation
Perficient incurs stock-based compensation expense under Statement of Financial Accounting Standards No. 123R (As Amended), Share Based Payment (“SFAS 123R”). Perficient excludes this item for the purposes of calculating non-GAAP EBITDAS, non-GAAP net income and non-GAAP net income per share because it is a non-cash expense that Perficient believes is not reflective of its business performance. The nature of the stock-based compensation expense also makes it very difficult to estimate prospectively, since the expense will vary with changes in the stock price and market conditions at the time of new grants, varying valuation methodologies, subjective assumptions and different award types, making the comparison of current results with forward looking guidance potentially difficult for investors to interpret. The tax effects of stock-based compensation expenses may also vary significantly from period to period, without any change in underlying operational performance, thereby obscuring the underlying profitability of operations relative to prior periods. The exclusion of stock-based compensation from the non-GAAP measures also allows a consistent comparison of Perficient’s relative historical financial performance, since the method for accounting for stock-based compensation changed at the beginning of fiscal year 2006 when Perficient adopted SFAS 123R. Finally, Perficient believes that non-GAAP measures of profitability that exclude stock-based compensation are widely used by analysts and investors.

Amortization of Intangible Assets
Perficient has incurred amortization of intangible assets, included in its GAAP financial statements, primarily related to various acquisitions Perficient has made. Management excludes these items for the purpose of calculating non-GAAP EBITDAS, non-GAAP net income and non-GAAP net income per share. Perficient believes that eliminating this expense from its non-GAAP measures is useful to investors because the amortization of intangible assets can be inconsistent in amount and frequency and is significantly impacted by the timing and magnitude of Perficient’s acquisition transactions, which also vary substantially in frequency from period to period.



 
 

 

 PERFICIENT, INC.  
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
 
(unaudited)
 
(in thousands, except per share data)
 
                         
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2009
   
2008
   
2009
   
2008
 
GAAP Net Income (Loss)
  $ (196 )   $ 3,989     $ 719     $ 7,065  
    Additions:
                               
    Provision for income taxes
    424       2,804       1,025       4,931  
    Amortization
    1,106       1,214       2,217       2,431  
    Stock compensation
    2,442       2,228       4,905       4,534  
Non-GAAP Adjusted Net Income Before Tax
    3,776       10,235       8,866       18,961  
    Income tax for non-GAAP items (1)
    (1,507 )     (4,135 )     (3,564 )     (7,622 )
Non-GAAP Net Income
  $ 2,269     $ 6,100     $ 5,302     $ 11,339  
                                 
GAAP Net Income (Loss) Per Share (diluted)
  $ (0.01 )   $ 0.13     $ 0.02     $ 0.23  
Non-GAAP Net Income Per Share (diluted)
  $ 0.08     $ 0.20     $ 0.18     $ 0.37  
Shares used in computing GAAP Net Income (Loss) Per Share (diluted)
    27,799       30,763       28,775       30,744  
Shares used in computing Non-GAAP Net Income Per Share (diluted)
    28,776       30,763       28,775       30,744  
                                 
(1) The estimated non-GAAP effective tax rate of 39.9% and 40.4% for the three months ended June 30, 2009 and 2008, respectively, and 40.2% for the six months ended June 30, 2009 and 2008 has been used to calculate the provision for income taxes for non-GAAP purposes.
 

 
 

 
 PERFICIENT, INC.  
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
 
(unaudited)
 
(in thousands)
 
                         
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2009
   
2008
   
2009
   
2008
 
GAAP Net Income (Loss)
  $ (196 )   $ 3,989     $ 719     $ 7,065  
    Additions:
                               
    Provision for income taxes
    424       2,804       1,025       4,931  
    Other
    (82 )     98       (258 )     45  
    Interest income, net of interest expense
    (90 )     (89 )     (188 )     (192 )
    Amortization
    1,106       1,214       2,217       2,431  
    Depreciation
    393       556       868       1,094  
    Stock compensation
    2,442       2,228       4,905       4,534  
EBITDAS (1)
  $ 3,997     $ 10,800     $ 9,288     $ 19,908  
                                 
(1) EBITDAS is a non-GAAP performance measure and is not intended to be a performance measure that should be regarded as an alternative to or more meaningful than either GAAP operating income or GAAP net income. EBITDAS measures presented may not be comparable to similarly titled measures presented by other companies.
 

-----END PRIVACY-ENHANCED MESSAGE-----