U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

Form 11-K

 

 

 

The Perficient 401(k) Employee Savings Plan

 

Financial Statements
and Supplemental Schedule

 

Years ended December 31, 2002 and 2001

 

 

Table of Contents

 

Independent Auditor’s Report

Financial Statements

Statements of Net Assets Available for Benefits

Statements of Changes in Net Assets Available for Benefits

Notes to Financial Statements

Supplemental Schedule

Schedule of Assets Held for Investment Purposes, Form 5500, Schedule H, Part IV, Line 4(i)

Exhibits

Signatures

 

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INDEPENDENT AUDITOR’S REPORT

 

The Trustees

The Perficient 401(k) Employee Savings Plan

Austin, Texas

 

We have audited the accompanying statements of net assets available for benefits (Form 5500, Schedule H) as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years ended December 31, 2002 and 2001 (Form 5500, Schedule H) of the Perficient 401(k) Employee Savings Plan.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the 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. 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 401(k) Employee Savings Plan as of December 31, 2002 and 2001, and the changes in its net assets available for benefits for the years ended December 31, 2002 and 2001, in conformity with accounting principles generally accepted in the United States.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 2002, 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 schedule is the responsibility of the Plan’s management. Such 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 when considered in relation to the basic financial statements taken as a whole.

 

 

/s/ Wipfli Ullrich Bertelson LLP
June 4, 2003
Eau Claire, Wisconsin

 

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The Perficient 401(k) Employee Savings Plan

Statements of Net Assets Available for Benefits
December 31, 2002 and 2001

 

		2002			2001
Assets
Investments - At fair value:
Hartford Life:
Mutual funds		$	1,836,271		$	1,416,825
Employer securities		33,450			23,873
General insurance account		—			272,333
Participant loans		53,352			52,401
Total investments		1,923,073			1,765,432
Receivables:
Due from Compete, Inc. Profit Sharing Trust		—			209
NET ASSETS AVAILABLE FOR BENEFITS		$	1,923,073		$	1,765,641

 

See accompanying notes to financial statements.

 

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The Perficient 401(k) Employee Savings Plan

Statements of Changes in Net Assets Available for Benefits

Year ended December 31, 2002

 

		2002			2001
Additions to net assets attributed to:
Investment income (loss):
Net depreciation in fair value of investments		$	(374,518	)	$	(258,889	)
Participant loan interest		4,146			921
Net investment loss		(370,372		)	(257,968		)
Contributions:
Employee		771,321			800,063
Employer		124,978			127,088
Rollover		—			172,768
Total contributions		896,299			1,099,919
Transfer from Compete, Inc. Profit Sharing Trust		—			272,476
Total additions		525,927			1,114,427
Deductions from net assets attributed to:
Benefits paid directly to participants		368,355			349,337
Administrative expenses		140			285
Total deductions		368,495			349,622
Net increase		157,432			764,805
Net assets available for benefits:
Beginning of year		1,765,641			1,000,836
End of year		$	1,923,073		$	1,765,641

 

See accompanying notes to financial statements.

 

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The Perficient 401(k) Employee Savings Plan

Notes to Financial Statements

 

1.                                      Description of Plan

 

The following description of The Perficient 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 20% 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 2002 and 2001 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 and allocations of (a) the Company’s 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 funds. The investment options available are Janus Worldwide Fund, Janus Twenty Fund, Janus Balanced Fund, American Century Ultra Fund, American Century Income and Growth Fund, T. Rowe Price Mid Cap Growth Fund, T. Rowe Price Small Cap Stock Fund, Putnam High Yield Advantage Fund, Hartford Index Fund, Hartford Money Market HLS, and Perficient, Inc. Common Stock.

 

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Vesting

 

Participants are immediately vested in their contributions plus actual earnings thereon. The Company matching contributions 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, in the event of the participant’s death or disability, or in the event of termination under certain circumstances other than normal retirement, disability or death, or if the participant reaches age 70 ½ while still employed. Benefits may be paid in a lump-sum distribution or by an annuity.

 

Forfeited Accounts

 

In accordance with the Plan provisions, the forfeitures of participants leaving the Plan are reallocated to the remaining participants. Forfeitures during the years ended December 31, 2002 and 2001, were $9,278 and $10,678, respectively.

 

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, except for benefit payments, which are reported when paid.

 

Valuation of Investments

 

Investments in mutual funds, employer securities, and the general insurance account are stated at fair value, which is determined based on quoted market prices. Participant loans are stated at cost, which approximates fair value.

 

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Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

 

3.                                      Investments

 

The following investments represented 5% or more of the Plan’s net assets available for benefits at December 31, 2002:

 

		Current Value
Janus Worldwide Fund		$	270,925
Janus Twenty Fund		335,192
Janus Balanced Fund		147,724
American Century Ultra Fund		191,842
T. Rowe Price Mid Cap Growth Fund		232,774
T. Rowe Price Small Cap Stock Fund		105,338
Hartford Index Fund		114,431
Hartford Money Market HLS		297,727

 

During the years ended December 31, 2002 and 2001, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:

 

		2002			2001
General Insurance Account		$	(155	)	$	67
Mutual funds		(351,061		)	(212,110		)
Employer securities		(23,302		)	(46,846		)
		$	(374,518	)	$	(258,889	)

 

4.                                      Income Tax Status

 

The Plan’s latest determination letter is dated August 7, 2001, in which the Internal Revenue Service stated the Plan, as then designed, was in compliance with the application requirements of the Internal Revenue Code. Effective January 1, 2002, 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, 2002. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

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5.                                      Plan Termination

 

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, 2002 and 2001, the Plan held 98,365 and 25,349 shares, respectively, of Perficient, Inc. common stock. Total outstanding Perficient, Inc. common stock was approximately 10.5 million shares.

 

During the years ended December 31, 2002 and 2001, the Plan had the following transactions involving the Perficient, Inc. common stock investment:

 

		2002			2001
Shares purchased		114,837			29,037
Shares sold		41,821			3,948
Cost of shares purchased		$	69,930		$	78,090
Loss realized on shares sold		$	(16,690	)	$	(5,270	)

 

The Plan is administered by trustees consisting of officers and employees of the Company.  The Company pays all administrative expenses of the Plan.

 

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Supplemental Schedule

 

The Perficient 401(k) Employee Savings Plan

FEIN: 74-2853258; Plan No. 001

Schedule of Assets Held for Investment Purposes

December 31, 2002

 

Form 5500, Schedule H, Part IV, Line 4(i)

 

(b) Identity of Issue		(c) Description of Asset		(d) Cost			(e) Current Value
Janus:
Worldwide		Mutual fund		$	369,351		$	270,925
Twenty		Mutual fund		454,946			335,192
Balanced Fund		Mutual fund		157,259			147,724
American Century:
Ultra Fund		Mutual fund		248,086			191,842
Income and Growth Fund		Mutual fund		107,769			89,099
T. Rowe Price:
Mid Cap Growth Fund		Mutual fund		277,527			232,774
Small Cap Stock Fund		Mutual fund		115,178			105,338
Putnam High Yield Advantage Fund		Mutual fund		51,599			51,219
Hartford Life Insurance Company:
Index Fund		Mutual fund		134,676			114,431
Money Market HLS		Mutual fund		295,999			297,727
Perficient, Inc.		Employer securities		82,518			33,450
Participant Loans		Interest rate 7.50%		—			53,352
				$	2,294,908		$	1,923,073

 

See Independent Auditor’s Report.

 

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Exhibits

 

Exhibit Number		Description
23.1		Consent of Wipfli Ullrich Bertelson LLP
99.1		Certification of Chief Executive Officer and Chief Financial Officer of Perficient, Inc. pursuant to 18 U.S.C. Section 1350.

 

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SIGNATURES

 

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 401(k) Employee Savings Plan

 

	/s/ Mark D. Mauldin
	Mark D. Mauldin
Date: June 30, 2003	Chief Financial Officer

 

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