UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
11-K
x
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
fiscal year ended December 31, 2005
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the transition period from ________ to
__________
|
Commission
file number 001-15169
|
A.
|
Full
title of Plan and the address of the Plan, if different from that
of the
issuer named below:
|
The
Perficient, Inc. 401(k) Employee Savings Plan
|
B.
|
Name
of issuer of the securities held pursuant to the Plan and the address
of
its principal executive offices:
|
Perficient,
Inc.
1120
South Capital of Texas Highway, Bldg B Suite 220
Austin,
Texas 78746
The
Perficient, Inc. 401(k) Employee Savings Plan
Financial
Statements
and
Supplemental Schedule
Years
ended December 31, 2005 and 2004
Table
of Contents
Report
of Independent Registered Public Accounting Firm
|
3
|
|
|
Financial
Statements
|
|
|
|
Statements
of Net Assets Available for Benefits
|
4
|
Statements
of Changes in Net Assets Available for Benefits
|
5
|
Notes
to Financial Statements
|
6
|
|
|
Supplemental
Schedule
|
|
|
|
Schedule
of Assets (Held at End of Year)
|
11
|
|
|
Exhibits
|
12
|
|
|
Signatures
|
13
|
|
|
Consent
of Independent Auditors
|
14
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Trustees
The
Perficient, Inc. 401(k) Employee Savings Plan
Austin,
Texas
We
have
audited the accompanying statements of net assets available for benefits of
The
Perficient, Inc. 401(k) Employee Savings Plan as of December 31, 2005 and 2004,
and the related statements of changes in net assets available for benefits
for
the years then ended. Our responsibility is to express an opinion on these
financial statements based on our audits.
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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in
the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a
test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of The Perficient,
Inc.
401(k) Employee Savings Plan as of December 31, 2005 and 2004, and the changes
in its net assets available for benefits for the years then ended, in conformity
with accounting principles generally accepted in the United States.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule (Schedule
of
Assets (Held at End of Year)) as of December 31, 2005, is presented for the
purpose of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor’s Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan’s management. The supplemental schedule has been
subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/
Wipfli LLP
June
14,
2006
Eau
Claire, Wisconsin
Statements
of Net Assets Available for Benefits
December
31, 2005 and 2004
Assets
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$
|
14,901,978
|
|
$
|
6,836,413
|
|
Employer
securities
|
|
|
646,687
|
|
|
273,172
|
|
Guaranteed
interest contract
|
|
|
490,153
|
|
|
0
|
|
Participant
loans
|
|
|
105,515
|
|
|
46,410
|
|
|
|
|
|
|
|
|
|
Total
investments
|
|
|
16,144,333
|
|
|
7,155,995
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
Employer
contributions
|
|
|
13,615
|
|
|
12,072
|
|
Participant
contributions
|
|
|
92,632
|
|
|
46,513
|
|
Loan
payments
|
|
|
1,740
|
|
|
921
|
|
|
|
|
|
|
|
|
|
Total
receivables
|
|
|
107,987
|
|
|
59,506
|
|
|
|
|
|
|
|
|
|
NET
ASSETS AVAILABLE FOR BENEFITS
|
|
$
|
16,252,320
|
|
$
|
7,215,501
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements.
Statements
of Changes in Net Assets Available for Benefits
Year
Ended December 31, 2005 and 2004
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Additions
to net assets attributed to:
|
|
|
|
|
|
|
|
Investment
income:
|
|
|
|
|
|
|
|
Net
appreciation in fair value of investments
|
|
$
|
993,255
|
|
$
|
829,970
|
|
Interest
and dividends
|
|
|
201,519
|
|
|
0
|
|
Participant
loan interest
|
|
|
4,591
|
|
|
1,459
|
|
|
|
|
|
|
|
|
|
Total
investment income
|
|
|
1,199,365
|
|
|
831,429
|
|
|
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
|
Employee
|
|
|
2,727,348
|
|
|
1,503,302
|
|
Employer
|
|
|
390,191
|
|
|
244,241
|
|
Rollover
|
|
|
864,297
|
|
|
177,482
|
|
|
|
|
|
|
|
|
|
Total
contributions
|
|
|
3,981,836
|
|
|
1,925,025
|
|
|
|
|
|
|
|
|
|
Transfers
from merged plans
|
|
|
5,732,037
|
|
|
0
|
|
|
|
|
|
|
|
|
|
Total
additions
|
|
|
10,913,238
|
|
|
2,756,454
|
|
|
|
|
|
|
|
|
|
Deductions
from net assets attributed to:
|
|
|
|
|
|
|
|
Benefits
paid directly to participants
|
|
|
1,864,240
|
|
|
515,726
|
|
Administrative
expenses
|
|
|
12,179
|
|
|
674
|
|
|
|
|
|
|
|
|
|
Total
deductions
|
|
|
1,876,419
|
|
|
516,400
|
|
|
|
|
|
|
|
|
|
Net
increase
|
|
|
9,036,819
|
|
|
2,240,054
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits:
|
|
|
|
|
|
|
|
Beginning
of year
|
|
|
7,215,501
|
|
|
4,975,447
|
|
|
|
|
|
|
|
|
|
End
of year
|
|
$
|
16,252,320
|
|
$
|
7,215,501
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements.
Notes
to Financial Statements
The
following description of The Perficient, Inc. 401(k) Employee Savings Plan
(the
“Plan”) is provided for general information purposes only. Participants should
refer to the Plan agreement for a more complete description of the Plan’s
provisions.
General
The
Plan
is a defined contribution plan covering substantially all employees of
Perficient, Inc. (the “Company”) who are age 21 or older. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
Each
year
participants may contribute up to 25% of their pretax annual compensation to
any
of the investment funds. Participants may also contribute amounts representing
distributions from other qualified defined benefit or contribution plans. The
Company may make matching contributions up to specified amounts at its
discretion. The Company may not make a contribution to the Plan for any Plan
year to the extent the contribution would exceed the participant’s maximum
permissible amount. The matching contribution for 2005 and 2004 was 25% of
the
first 6% of eligible compensation deferred by the participant.
Participant
Accounts
Each
participant’s account is credited with the participant’s contribution, the
Company’s matching contribution, and an allocation of (a) other Company
discretionary contributions and (b) Plan earnings. Allocations are based on
participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant’s vested account.
Participant-Directed
Investments
All
assets of the Plan are participant-directed investments.
Participants
have the option of directing their account balance to one or more different
investment options. The investment options include various fixed and equity
mutual funds, a guaranteed investment contract, and Perficient, Inc. common
stock.
Vesting
Participants
are immediately vested in their contributions plus actual earnings thereon.
The
Company contributions plus earnings thereon vest based on years of service
as
follows:
Years
of Service
|
Nonforfeitable
Percentage
|
|
|
Less
than 1
|
0
|
1
|
33
|
2
|
66
|
3
or more
|
100
|
Payment
of Benefits
Participants
are entitled to receive benefit payments at the normal retirement age of 65,
participant’s death or disability, in the event of termination, or if the
participant reaches age 70 ½ while still employed. Benefits may be paid in a
lump-sum distribution or installment payments.
Forfeited
Accounts
In
accordance with the Plan provisions, the forfeitures are used to reduce employer
contributions. Forfeitures during the years ended December 31, 2005 and 2004,
were $43,925 and $11,754, respectively. At December 31, 2005, forfeited
nonvested accounts totaled $82,838.
Participant
Loans
Upon
written application of a participant, the Plan may make a loan to the
participant. Participants are allowed to borrow no less than $1,000 and no
greater than the lesser of 50% of the participant’s vested account balance, or
$50,000. Loans are amortized over a maximum of 60 months unless used to purchase
the participant’s principal residence and repayment is made through payroll
deductions. The amount of the loan is deducted from the participant’s investment
accounts and bears interest at a rate commensurate with local rates for similar
plans.
|
2.
|
Summary
of Significant Accounting
Policies
|
Basis
of Presentation
The
financial statements of the Plan have been prepared on the accrual basis of
accounting.
Valuation
of Investments
Investments
in mutual funds and employer securities are stated at fair value, which is
determined based on quoted market prices. The guaranteed interest contract
with
Principal Life Insurance Company is a general account-backed stable value
contract that is valued at contract value. Contract value represents
contributions made by participants, plus interest at a specified rate determined
semiannually, less withdrawals or transfers by participants. The stated rate
of
return of the contract at December 31, 2005, was 3.4%. The rate was reset to
3.3% on January 1, 2006. There are no reserves against the contract value for
credit risk of the contract issuer or otherwise. Participant loans are valued
at
their outstanding balances, which approximate fair value.
Use
of Estimates
The
preparation of the accompanying financial statements in conformity with
accounting principles generally accepted in the United States requires the
Plan
administrator to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results may differ from those
estimates.
Payment
of Benefits
Benefits
are recorded when paid.
The
following investments represented 5% or more of the Plan’s net assets available
for benefits at December 31, 2005 and 2004:
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Principal
Life Insurance Company:
|
|
|
|
|
|
|
|
S&P
500 Index
|
|
$
|
1,060,431
|
|
|
*
|
|
Lifetime
Strategic Income
|
|
|
4,140,003
|
|
|
*
|
|
American
Funds:
|
|
|
|
|
|
|
|
Europacific
Growth
|
|
|
1,177,680
|
|
|
*
|
|
Growth
Fund of America
|
|
|
2,617,022
|
|
|
*
|
|
Alliance
Bernstein Large Cap Value
|
|
|
1,229,495
|
|
|
*
|
|
Janus
Worldwide Fund
|
|
|
*
|
|
$
|
468,379
|
|
Janus
Twenty Fund
|
|
|
*
|
|
|
515,131
|
|
T.
Rowe Price Mid Cap Growth Fund
|
|
|
*
|
|
|
955,561
|
|
T.
Rowe Price Small Cap Stock Fund
|
|
|
*
|
|
|
668,028
|
|
Hartford
Index Fund
|
|
|
*
|
|
|
510,270
|
|
Hartford
Money Market HLS
|
|
|
*
|
|
|
932,052
|
|
*
Not a
5% investment in respective year.
During
the years ended December 31, 2005 and 2004, the Plan’s investments (including
investments purchased, sold, or held during the year) appreciated in fair value
as follows:
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$
|
824,454
|
|
$
|
679,823
|
|
Employer
securities
|
|
|
168,801
|
|
|
150,147
|
|
|
|
|
|
|
|
|
|
Net
appreciation
|
|
$
|
993,255
|
|
$
|
829,970
|
|
The
Plan’s latest determination letter is dated September 16, 2003, in which the
Internal Revenue Service stated the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue Code. Effective January
1, 2006, the Plan was amended and restated to comply with applicable law
changes. Perficient, Inc. believes the Plan currently is designed and being
operated in compliance with the applicable requirements of the Internal Revenue
Code and that, therefore, the Plan qualifies under Section 401(a) and the
related trust is tax-exempt as of December 31, 2005. Therefore, no provision
for
income taxes has been included in the Plan’s financial statements.
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
|
6.
|
Party-In-Interest
Transactions |
As
of
December 31, 2005 and 2004, the Plan held 72,580 and 178,957 shares,
respectively, of Perficient, Inc. common stock. Total outstanding Perficient,
Inc. common stock as of December 31, 2005, was approximately 24 million shares.
During
the years ended December 31, 2005 and 2004, the Plan had the following
transactions involving the Perficient, Inc. common stock investment:
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Shares
purchased
|
|
|
126,763
|
|
|
402,585
|
|
Shares
sold
|
|
|
233,140
|
|
|
318,951
|
|
Cost
of shares purchased
|
|
$
|
903,535
|
|
$
|
367,257
|
|
Gain
(loss) realized on shares sold
|
|
$
|
463,370
|
|
$
|
20,804
|
|
Certain
Plan investments are managed by Principal Life Insurance Company. Principal
Life
Insurance Company is the custodian as defined by the Plan; therefore, these
transactions qualify as party-in-interest.
The
Plan
is administered by trustees consisting of officers and employees of the Company.
The Company pays certain administrative expenses of the Plan.
|
7.
|
Risks
and Uncertainties
|
The
Plan
invests in various investment securities. Investment securities are exposed
to
various risks such as interest rate, market, and credit risks. Due to the level
of risk associated with certain investment securities, it is at least reasonably
possible that changes in values of investment securities will occur in the
near
term and that such changes could materially affect participants’ account
balances and the amounts reported in the statement of net assets available
for
benefits.
During
2005, two 401(k) plans were merged into The Perficient, Inc. 401(k) Employee
Savings Plan for companies acquired by Perficient, Inc. in 2004. On January
24,
2005, $2,848,850 was transferred into the Plan from the Genisys, Inc. 401(k)
Plan. On February 4, 2005, $2,883,187 was transferred into the Plan from the
Meritage Technologies, Inc. Salary Savings & Profit Sharing Plan.
Perficient,
Inc. acquired Bay Street Solutions and Insolexen Corp. on April 7, 2006, and
May
31,
2006, respectively. As a result of these acquisitions, the Bay Street Solutions
401(k) Plan and Insolexen Corporation 401(k) Plan will be merged into The
Perficient, Inc. 401(k) Employee Savings Plan with an effective date of August
1, 2006. The approximate value of the two plans to be transferred in 2006 is
$1,053,800.
Effective
January 1, 2005, the Plan changed Trustee and the Plan administrator from
Hartford Life
Insurance Company to the Principal Life Insurance Company.
|
10.
|
Recently Issued Accounting
Pronouncements |
In
December 2005, the Financial Accounting Standards Board (FASB) issued Staff
Position AAG INV-1 and SOP 94-4-1, Reporting
of Fully Benefit Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution
Health and Welfare and Pension Plans,
which
is effective for plan years ending after December 15, 2006. Management is
currently evaluating the applicability of the FASB Staff Position to the Plan’s
financial statements.
The
Perficient, Inc. 401(k) Employee Savings Plan
FEIN:
74-2853258; Plan No. 001
December
31, 2005
Form
5500, Schedule H, Part IV, Line 4(i)
|
(b)
|
(c)
|
(d)
|
(e)
|
(a)
|
Identity
of Issuer
|
Description
|
Cost
|
Current
Value
|
|
|
|
|
|
*
|
Principal
Life Insurance Company:
|
|
|
|
|
Bond
and Mortgage Securities
|
Mutual
fund
|
**
|
$407,566
|
|
S&P
500 Index
|
Mutual
fund
|
**
|
1,060,431
|
|
Lifetime
Strategic Income
|
Mutual
fund
|
**
|
4,140,003
|
|
Lifetime
2010
|
Mutual
fund
|
**
|
147,261
|
|
Lifetime
2020
|
Mutual
fund
|
**
|
347,109
|
|
Lifetime
2030
|
Mutual
fund
|
**
|
717,836
|
|
Lifetime
2040
|
Mutual
fund
|
**
|
162,963
|
|
Lifetime
2050
|
Mutual
fund
|
**
|
77,269
|
|
S&P
400 Index
|
Mutual
fund
|
**
|
498,101
|
|
Real
Estate Securities
|
Mutual
fund
|
**
|
166,076
|
|
S&P
600 Index
|
Mutual
fund
|
**
|
713,595
|
|
Small
Cap Value
|
Mutual
fund
|
**
|
579,860
|
|
T.
Rowe Price Large Cap Blend
|
Mutual
fund
|
**
|
15,404
|
|
American
Funds:
|
|
|
|
|
Europacific
Growth
|
Mutual
fund
|
**
|
1,177,680
|
|
Growth
Fund of America
|
Mutual
fund
|
**
|
2,617,022
|
|
Alliance
Bernstein Large Cap Value
|
Mutual
fund
|
**
|
1,229,495
|
|
Neuberger
Berman Mid Cap Value
|
Mutual
fund
|
**
|
632,361
|
|
American
Century Vista
|
Mutual
fund
|
**
|
57,479
|
|
Fidelity
Advisor Small Cap
|
Mutual
fund
|
**
|
154,467
|
|
|
|
|
|
|
Total
mutual funds
|
|
**
|
14,901,978
|
|
|
|
|
|
*
|
Perficient,
Inc.
|
Employer
securities
|
**
|
646,687
|
*
|
Principal
Life Insurance Company:
|
|
|
|
|
Fixed
Income
|
Guaranteed
interest contract
|
**
|
490,153
|
|
Participant
Loans
|
Interest
rate of 4% - 9%
|
**
|
105,515
|
|
|
|
|
|
|
Total
investments
|
|
|
$16,144,333
|
|
|
|
|
|
*
Party-in-interest transaction considered exempt by the
DOL.
|
|
|
**
Cost omitted for participant-directed investments.
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
23.1
|
|
Consent
of Wipfli LLP
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
|
The Perficient, Inc. 401(k) Employee
Savings
Plan |
|
|
July 10, 2006 |
/s/ Michael D. Hill |
|
Michael D. Hill |
|
Chief Financial
Officer |