<PAGE>
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)
<PAGE>
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
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND PRO FORMA INFORMATION
<TABLE>
<S> <C>
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
</TABLE>
3
<PAGE>
* 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
<PAGE>
INTERIM FINANCIAL STATEMENTS
COMPETE, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------------------
1999 2000
------------------- --------------------
(unaudited) (unaudited)
<S> <C> <C>
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
=================== ====================
</TABLE>
F-1
<PAGE>
COMPETE, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1999 March 31, 2000
-------------------------------------------
(unaudited)
<S> <C> <C>
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
===========================================
</TABLE>
F-2
<PAGE>
COMPETE, INC.
STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
Three months ended March 31,
1999 2000
---------------- ----------------
<S> <C> <C>
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
================ ================
</TABLE>
F-3
<PAGE>
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
<PAGE>
The following table sets forth the computation of basic and diluted loss per
share for the periods:
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
March 31, March 31,
1999 2000
-------------- --------------
<S> <C> <C>
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)
============== ==============
</TABLE>
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
<TABLE>
<CAPTION>
December 31, 1999 March 31, 2000
---------------------------------------
(unaudited)
<S> <C> <C>
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
================== ===================
</TABLE>
F-5
<PAGE>
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
<PAGE>
PERFICIENT INC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of March 31, 2000
<TABLE>
<CAPTION>
Perficient Compete Adjustments Pro Forma
---------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
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
==============================================================================
</TABLE>
See notes to unaudited pro forma condensed consolidated balance sheet.
F-7
<PAGE>
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:
<TABLE>
<CAPTION>
Compete *
------------------
<S> <C>
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
==================
</TABLE>
* 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
<PAGE>
PERFICIENT, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2000
<TABLE>
<CAPTION>
Perficient, Inc. Compete, Inc. Adjustments Pro Forma
------------------ ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
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
<PAGE>
Supplemental net income before non-cash
charges per share - diluted $ --- na na $0.01
================== ================ ================ ================
</TABLE>
(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
<PAGE>
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:
<TABLE>
<S> <C>
(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)
==================
</TABLE>
F-11
