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PERFICIENT INC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations(Edgar Glimpses Via Acquire Media NewsEdge) Statements made in this Form 10-Q, including without limitation this Management's Discussion and Analysis of Financial Condition and Results of Operations, other than statements of historical information, are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements may sometimes be identified by such words as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of those words and other comparable words. We believe that it is important to communicate our future expectations to investors. However, these forward-looking statements involve many risks and uncertainties. Our actual results could differ materially from those indicated in such forward-looking statements as a result of certain factors, including but not limited to, those set forth under "Risk Factors" in our Annual Report on Form 10-K previously filed with the SEC and elsewhere in this Form 10-Q. We are under no duty to update any of the forward-looking statements after the date of this Form 10-Q to conform these statements to actual results. For additional information, see the "Special Note Regarding Forward-Looking Statements" contained in this Form 10-Q. Overview We are an information technology consulting firm serving Forbes Global 2000 and other large enterprise companies with a primary focus on the United States. We help our clients gain competitive advantage by using Internet-based technologies to make their businesses more responsive to market opportunities and threats, strengthen relationships with their customers, suppliers and partners, improve productivity, and reduce information technology costs. We design, build, and deliver business-driven technology solutions using third party software products. Our solutions include business analysis, portals and collaboration, business integration, user experience, enterprise content management, customer relationship management, interactive design, enterprise performance management, business process management, business intelligence, eCommerce, mobile platforms, custom applications, and technology platform implementations, among others. Our solutions enable our clients to operate a real-time enterprise that dynamically adapts business processes and the systems that support them to meet the changing demands of an increasingly global, Internet-driven, and competitive marketplace. Services Revenues Services revenues are derived from professional services that include developing, implementing, integrating, automating and extending business processes, technology infrastructure, and software applications. Most of our projects are performed on a time and materials basis, while a smaller portion of our revenues is derived from projects performed on a fixed fee basis. Fixed fee engagements represented approximately 10% of our services revenues for both the three and nine months ended September 30, 2014 compared to 10% for the three and nine months ended September 30, 2013. For time and material projects, revenues are recognized and billed by multiplying the number of hours our professionals expend in the performance of the project by the established billing rates. For fixed fee projects, revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours. Amounts invoiced and collected in excess of revenues recognized are classified as deferred revenues. On most projects, we are also reimbursed for out-of-pocket expenses such as airfare, lodging, and meals. These reimbursements are included as a component of revenues. The aggregate amount of reimbursed expenses will fluctuate depending on the location of our clients, the total number of our projects that require travel, and whether our arrangements with our clients provide for the reimbursement of travel and other project-related expenses. Software and Hardware Revenues Software and hardware revenues are derived from sales of third-party software and hardware. Revenues from sales of third-party software and hardware are generally recorded on a gross basis provided that we act as a principal in the transaction. On rare occasions, we do not meet the requirements to be considered a principal in the transaction and act as an agent. In these cases, revenues are recorded on a net basis. Software and hardware revenues are expected to fluctuate depending on our clients' demand for these products. If we enter into contracts for the sale of services and software or hardware, management evaluates whether each element should be accounted for separately by considering the following criteria: (1) whether the deliverables have value to the client on a stand-alone basis; and (2) whether delivery or performance of the undelivered item or items is considered probable and substantially in our control (only if the arrangement includes a general right of return related to the delivered item). Further, for sales of software and services, management also evaluates whether the services are essential to the functionality of the software and has fair value evidence for each deliverable. If management concludes that the separation criteria are met, then it accounts for each deliverable in the transaction separately, based on the relevant revenue recognition policies. Generally, all deliverables of our multiple element arrangements meet these criteria and are accounted for separately, with the arrangement consideration allocated among the deliverables using vendor-specific objective evidence of the selling price. As a result, we generally recognize software and hardware sales upon delivery to the customer and services consistent with the policies described herein. Further, delivery of software and hardware sales, when sold contemporaneously with services, can generally occur at varying times depending on the specific client project arrangement. Delivery of services generally occurs over a period of time consistent with the timeline as outlined in the client contract. There are no significant cancellation or termination-type provisions for our software and hardware sales. Contracts for professional services provide for a general right, to the client or us, to cancel or terminate the contract within a given period of time (generally 10 to 30 days' notice is required). The client is responsible for any time and expenses incurred up to the date of cancellation or termination of the contract. 17 --------------------------------------------------------------------------------Cost of Revenues Cost of revenues consists primarily of cash and non-cash compensation and benefits, including bonuses and non-cash compensation related to equity awards. Cost of revenues also includes the costs associated with subcontractors. Third-party software and hardware costs, reimbursable expenses and other unreimbursed project-related expenses are also included in cost of revenues. Project-related expenses will fluctuate generally depending on outside factors including the cost and frequency of travel and the location of our clients. Cost of revenues does not include depreciation of assets used in the production of revenues which are primarily personal computers, servers, and other information technology related equipment. Gross Margins Our gross margins for services are affected by the utilization rates of our professionals (defined as the percentage of our professionals' time billed to clients divided by the total available hours in the respective period), the salaries we pay our professionals, and the average billing rate we receive from our clients. If a project ends earlier than scheduled, we retain professionals in advance of receiving project assignments, or if demand for our services declines, our utilization rate will decline and adversely affect our gross margins. Gross margin percentages of third-party software and hardware sales are typically lower than gross margin percentages for services, and the mix of services and software and hardware for a particular period can significantly impact our total combined gross margin percentage for such period. In addition, gross margin for software and hardware sales can fluctuate due to pricing and other competitive pressures. Selling, General, and Administrative Expenses Selling, general and administrative ("SG&A") expenses are primarily composed of sales-related costs, general and administrative salaries, stock compensation expense, recruiting expense, office costs, bad debts, variable compensation costs, research and development costs, and other miscellaneous expenses. We work to minimize selling costs by focusing on repeat business with existing clients and by accessing sales leads generated by our software vendors, most notably IBM, Oracle and Microsoft, whose products we use to design and implement solutions for our clients. These relationships enable us to reduce our selling costs and sales cycle times and increase win rates through leveraging our partners' marketing efforts and endorsements. Plans for Growth and Acquisitions Our goal is to continue to build one of the leading independent information technology consulting firms by expanding our relationships with existing and new clients and through the continuation of our disciplined acquisition strategy. Our future growth plan includes expanding our business with a primary focus on customers in the United States, both organically and through acquisitions. We also intend to further leverage our existing offshore capabilities to support our future growth and provide our clients flexible options for project delivery. When analyzing revenue growth by base business compared to acquired companies in the Results of Operations section below, revenue attributable to base business is defined as revenue from an acquired company that has been owned for a full four quarters after the date of acquisition. Results of Operations Three months ended September 30, 2014 compared to three months ended September 30, 2013 Revenues. Total revenues increased 21% to $117.0 million for the three months ended September 30, 2014 from $96.8 million for the three months ended September 30, 2013. Explanation for Increases Financial Results Over Prior Year Period (in thousands) (in thousands) For the Three For the Increase Months Three Total (Decrease) Increase Ended Months Ended Increase Attributable to (Decrease) September September Over Prior Acquired Attributable to 30, 2014 30, 2013 Year Period Companies Base Business Services revenues $ 99,975 $ 86,568 $ 13,407 $ 10,529 $ 2,878 Software and hardware revenues 12,192 5,620 6,572 288 6,284 Reimbursable expenses 4,804 4,570 234 409 (175 ) Total revenues $ 116,971 $ 96,758 $ 20,213 $ 11,226 $ 8,987 18-------------------------------------------------------------------------------- Services revenues increased 15% to $100.0 million for the three months ended September 30, 2014 from $86.6 million for the three months ended September 30, 2013. Services revenues attributable to our base business increased by $2.9 million while services revenues attributable to acquired companies increased by $10.5 million, resulting in a total increase of $13.4 million. Software and hardware revenues increased 117% to $12.2 million for the three months ended September 30, 2014 from $5.6 million for the three months ended September 30, 2013, primarily due to an increase in initial and renewal software license sales. Reimbursable expenses increased 5% to $4.8 million for the three months ended September 30, 2014 from $4.6 million for the three months ended September 30, 2013. We do not realize any profit on reimbursable expenses. Cost of Revenues. Cost of revenues increased 23% to $77.4 million for the three months ended September 30, 2014 from $62.9 million for the three months ended September 30, 2013. The increase in cost of revenues is primarily related to costs associated with services revenues which increased 16% to $62.2 million for the three months ended September 30, 2014 from $53.4 million due to an increase in revenue as noted above. Software and hardware costs increased 112% to $10.4 million for the three months ended September 30, 2014 from $4.9 million for the three months ended September 30, 2013, as a result of the increase in software license sales. Gross Margin. Gross margin increased 17% to $39.5 million for the three months ended September 30, 2014 from $33.9 million for the three months ended September 30, 2013. Gross margin as a percentage of revenues decreased to 33.8% for the three months ended September 30, 2014 from 35.0% for the three months ended September 30, 2013, primarily due to the increased contribution of lower margin software and hardware sales. Services gross margin, excluding reimbursable expenses, decreased to 37.8% or $37.8 million for the three months ended September 30, 2014 from 38.3% or $33.2 million for the three months ended September 30, 2013 primarily driven by higher stock compensation costs. The average bill rate of our professionals excluding subcontractors and offshore resources, for the three months ended September 30, 2014, was $150 per hour compared to $137 per hour for the three months ended September 30, 2013. Selling, General and Administrative. SG&A expenses increased 8% to $22.2 million for the three months ended September 30, 2014 from $20.5 million for the three months ended September 30, 2013, primarily due to an increase in sales, salaries, and marketing related costs. SG&A expenses, as a percentage of revenues, decreased to 19.0% for the three months ended September 30, 2014 from 21.2% for the three months ended September 30, 2013, primarily as a result of lower variable compensation. Depreciation. Depreciation expense stayed consistent at $0.9 million for the three months ended September 30, 2014 and the three months ended September 30, 2013. Depreciation expense as a percentage of revenues was 0.8% for the three months ended September 30, 2014 and 1.0% for the three months ended September 30, 2013. Amortization. Amortization expense increased 107% to $4.0 million for the three months ended September 30, 2014 from $2.0 million for the three months ended September 30, 2013. The increase in amortization expense is due to the addition of intangible assets from acquisitions during 2013 and 2014. Amortization expense as a percentage of revenues was 3.5% for the three months ended September 30, 2014 and 2.0% for the three months ended September 30, 2013. Acquisition Costs. Acquisition-related costs were immaterial in both the three months ended September 30, 2014 and three months ended September 30, 2013. Adjustment to Fair Value of Contingent Consideration. There were no adjustments to the fair value of contingent consideration during the three months ended September 30, 2014. An adjustment of $0.1 million was recorded during the three months ended September 30, 2013 for the accretion of the fair value estimate for the earnings-based contingent consideration related to the Clear Task acquisition. Provision for Income Taxes. We provide for federal, state and foreign income taxes at the applicable statutory rates adjusted for non-deductible expenses. Our effective tax rate increased to 38.8% for the three months ended September 30, 2014 from 29.5% for the three months ended September 30, 2013. The increase in the effective rate is primarily due to the expiration of the research and development tax credit, which has not been re-enacted by Congress for 2014. Our effective rate for the three months ended September 30, 2013 included the impact of the research and development tax credit for 2013 and U.S. domestic production deduction for 2010, 2011, 2012 and 2013. 19 --------------------------------------------------------------------------------Nine months ended September 30, 2014 compared to nine months ended September 30, 2013 Revenues. Total revenues increased 20% to $330.9 million for the nine months ended September 30, 2014 from $275.9 million for the nine months ended September 30, 2013. Explanation for Increases Financial Results Over Prior Year Period (in thousands) (in thousands) For the For the Nine Nine Increase Months Months Total (Decrease) Ended Ended Increase Attributable to Increase (Decrease) September September Over Prior Acquired Attributable to 30, 2014 30, 2013 Year Period Companies Base Business Services revenues $ 286,780 $ 240,549 $ 46,231 $ 36,259 $ 9,972 Software and hardware revenues 31,108 23,169 7,939 798 7,141 Reimbursable expenses 12,962 12,142 820 738 82 Total revenues $ 330,850 $ 275,860 $ 54,990 $ 37,795 $ 17,195 Services revenues increased 19% to $286.8 million for the nine months ended September 30, 2014 from $240.5 million for the nine months ended September 30, 2013. Services revenues attributable to our base business increased by $10.0 million while services revenues attributable to acquired companies increased by $36.2 million, resulting in a total increase of $46.2 million. Software and hardware revenues increased 34% to $31.1 million for the nine months ended September 30, 2014 from $23.2 million for the nine months ended September 30, 2013, primarily due to an increase in initial and renewal software license sales. Reimbursable expenses increased 7% to $13.0 million for the nine months ended September 30, 2014 from $12.1 million for the nine months ended September 30, 2013. We do not realize any profit on reimbursable expenses. Cost of Revenues. Cost of revenues increased 19% to $222.0 million for the nine months ended September 30, 2014 from $185.9 million for the nine months ended September 30, 2013. The increase in cost of revenues is primarily related to costs associated with services revenues which increased 19% to $181.7 million for the nine months ended September 30, 2014 from $153.3 million due to an increase in revenue as noted above. Software and hardware costs increased 34% to $27.3 million for the nine months ended September 30, 2014 from $20.5 million for the nine months ended September 30, 2013, as a result of the increase in software license sales. Gross Margin. Gross margin increased 21% to $108.8 million for the nine months ended September 30, 2014 from $90.0 million for the nine months ended September 30, 2013. Gross margin as a percentage of revenues increased to 32.9% for the nine months ended September 30, 2014 from 32.6% for the nine months ended September 30, 2013. Services gross margin, excluding reimbursable expenses, increased to 36.6% or $105.1 million for the nine months ended September 30, 2014 from 36.3% or $87.3 million for the nine months ended September 30, 2013. The increase in services gross margin is primarily a result of a higher average bill rate. The average bill rate for our professionals, excluding subcontractors, increased to $134 per hour for the nine months ended September 30, 2014 from $119 per hour for the nine months ended September 30, 2013, primarily due to improved pricing opportunities. The average bill rate of our professionals excluding subcontractors and offshore resources, for the nine months ended September 30, 2014, was $146 per hour compared to $134 per hour for the nine months ended September 30, 2013. Selling, General and Administrative. SG&A expenses increased 14% to $65.4 million for the nine months ended September 30, 2014 from $57.3 million for the nine months ended September 30, 2013, primarily due to an increase in sales, salaries, and marketing related costs. SG&A expenses, as a percentage of revenues, decreased to 19.8% for the nine months ended September 30, 2014 from 20.8% for the nine months ended September 30, 2013 as a result of lower variable compensation. Depreciation. Depreciation expense increased 16% to $2.7 million for the nine months ended September 30, 2014 from $2.3 million for the nine months ended September 30, 2013. The increase in depreciation expense is primarily attributable to an increase in capital expenditures to support our growth. Depreciation expense as a percentage of revenues was 0.8% for both the nine months ended September 30, 2014 and the nine months ended September 30, 2013. Amortization. Amortization expense increased 83% to $10.5 million for the nine months ended September 30, 2014 from $5.8 million for the nine months ended September 30, 2013. The increase in amortization expense is due to the addition of intangible assets from acquisitions during 2013 and 2014. Amortization expense as a percentage of revenues was 3.2% for the nine months ended September 30, 2014 and 2.1% for the nine months ended September 30, 2013. 20 -------------------------------------------------------------------------------- Acquisition Costs. Acquisition-related costs were $2.5 million for the nine months ended September 30, 2014 and were related to the acquisitions of ForwardThink, BioPharm, and Trifecta. Acquisition-related costs were $1.4 million for the nine months ended September 30, 2013 and were related to the acquisitions of TriTek and Clear Task. These acquisition-related costs were incurred for legal, advisory, accounting, and valuation services performed by third parties. Adjustment to Fair Value of Contingent Consideration. An adjustment of $1.5 million was recorded during the nine months ended September 30, 2014 which represents the net impact of the fair market value adjustments to the contingent consideration of the CoreMatrix and Clear Task acquisitions. An adjustment of $0.1 million was recorded during the nine months ended September 30, 2013 for the accretion of the fair value estimate for the earnings-based contingent consideration related to the Clear Task acquisition. Provision for Income Taxes. We provide for federal, state and foreign income taxes at the applicable statutory rates adjusted for non-deductible expenses. Our effective tax rate increased to 40.8% for the nine months ended September 30, 2014 from 30.5% for the nine months ended September 30, 2013. The increase in the effective rate is primarily due to the expiration of the research and development tax credit, which has not been re-enacted by Congress for 2014. Our effective rate for the nine months ended September 30, 2013 included the impact of the research and development tax credit for 2012 and 2013 which was enacted for both years in January 2013 and U.S. domestic production deduction for 2010, 2011, 2012 and 2013. Liquidity and Capital Resources Selected measures of liquidity and capital resources are as follows (in millions): As of As of September 30, December 31, 2014 2013 Cash, cash equivalents and investments $ 5.4 $ 7.0 Working capital (including cash and cash equivalents) (1) $ 90.9 $ 57.3 Amounts available under credit facilities $ 15.0 $ 55.8 (1) Working capital is total current assets less total current liabilities Net Cash Provided By Operating Activities Net cash provided by operating activities for the nine months ended September 30, 2014 was $0.6 million compared to $25.8 million for the nine months ended September 30, 2013. For the nine months ended September 30, 2014, the primary components of operating cash flows were net income of $16.7 million plus non-cash charges of $21.1 million, offset by working capital investments of $37.2 million. The Company's accounts receivable balance increased during the three months ended September 30, 2014 due to the timing of invoicing during the Enterprise Resource Planning system implementation and $8.6 million in software sales that were billed late in the third quarter 2014. Accounts receivable are expected to decrease and return to historical levels in the first half of 2015. The primary components of operating cash flows for the nine months ended September 30, 2013 were net income of $15.9 million plus non-cash charges of $15.6 million, offset by working capital investments of $5.7 million. Net Cash Used In Investing Activities During the nine months ended September 30, 2014, we used $46.5 million for acquisition purchases and $5.4 million to purchase property and equipment and to develop certain software for internal use. During the nine months ended September 30, 2013, we used $19.8 million for acquisition purchases and $6.0 million for purchases of equipment and to develop certain software for internal use. Net Cash Provided By (Used In) Financing Activities During the nine months ended September 30, 2014, we drew down $210.6 million from our line of credit and we realized a tax benefit related to vesting of stock awards and stock option exercises plus proceeds from the exercise of stock options and sales of stock through the Employee Stock Purchase Plan of $3.4 million. We repaid $154.8 million on our line of credit, used $3.2 million to repurchase shares of our common stock through the stock repurchase program, used $1.2 million to settle the contingent consideration for the purchase of Clear Task, and $5.2 million to remit taxes withheld as part of a net share settlement of restricted stock vesting. For the nine months ended September 30, 2013, we borrowed $128.2 million on our line of credit and we realized a tax benefit related to vesting of stock awards and stock option exercises plus proceeds from the exercise of stock options and sales of stock through the Employee Stock Purchase Plan of $1.9 million. We repaid $115.0 million on our line of credit, incurred $0.4 million in credit facility fees, used $13.1 million to repurchase shares of our common stock through the stock repurchase program and $2.0 million to remit taxes withheld as part of a net share settlement of restricted stock vesting. 21 --------------------------------------------------------------------------------Availability of Funds from Bank Line of Credit Facility On July 31, 2013, the Company renewed and extended the term of its credit agreement with Silicon Valley Bank ("SVB"), U.S. Bank National Association, and Bank of America, N.A. (the "Lenders"). The credit agreement provided for revolving credit borrowings up to a maximum principal amount of $75.0 million and provided for an aggregate commitment increase of up to $25.0 million. The Company and the Lenders entered into Amendment No. 1 to the Second Amended and Restated Credit Agreement as amended, the "Credit Agreement"), effective as of May 7, 2014, pursuant to which the Company and the Lenders increased the amount of available borrowing capacity under the Credit Agreement by $15.0 million, thereby allowing for revolving credit borrowings up to a maximum principal amount of $90.0 million. The Credit Agreement also allows for the issuance of letters of credit in the aggregate amount of up to $5.0 million at any one time. Outstanding letters of credit reduce the credit available for revolving credit borrowings. As of September 30, 2014, the Company had an outstanding letter of credit in the amount of $0.2 million to secure an office space lease. Substantially all of the Company's assets are pledged to secure the credit facility. All outstanding amounts owed under the Credit Agreement become due and payable no later than the final maturity date of July 31, 2017. Borrowings under the Credit Agreement bear interest at the Company's option of SVB's prime rate (4.00% on September 30, 2014) plus a margin ranging from 0.00% to 0.50% or one-month LIBOR (0.16% on September 30, 2014) plus a margin ranging from 2.00% to 2.50%. The additional margin amount is dependent on the level of outstanding borrowings. As of September 30, 2014, the Company had $15.0 million of borrowing capacity. The Company incurs an annual commitment fee of 0.30% on the unused portion of the line of credit. At September 30, 2014, the Company was in compliance with all its covenants under the Credit Agreement. Stock Repurchase Program Prior to 2014, our Board of Directors authorized the repurchase of up to $90.0 million of our common stock. On November 4, 2014, our Board of Directors authorized the expansion of our stock repurchase program by authorizing the repurchase of up to an additional $10.0 million of our common stock for a total repurchase program of $100.0 million and extended the expiration date of the program from December 31, 2014 to June 30, 2016. From time to time, we establish a written trading plan in accordance with Rule 10b5-1 of the Exchange Act, pursuant to which we make a portion of our stock repurchases. Additional repurchases will be at times and in amounts as the Company deems appropriate and will be made through open market transactions in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal requirements, and other factors. Since the program's inception on August 11, 2008, we have repurchased approximately $77.0 million (9.1 million shares) of our outstanding common stock through September 30, 2014. Contractual Obligations There were no material changes outside the ordinary course of our business in lease obligations in the first six months of 2014. As of September 30, 2014, there was $74.8 million outstanding under the Credit Agreement as compared to $19.0 million as of December 31, 2013. The amounts are classified as "Long-term debt" within the Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2014 and December 31, 2013 and will become due and payable no later than the final maturity date of July 31, 2017. Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. Conclusion Of the total cash and cash equivalents reported on the Condensed Consolidated Balance Sheet (Unaudited) as of September 30, 2014 of $5.4 million, approximately $4.7 million was held by the Company's Chinese operations and is considered to be indefinitely reinvested in those operations. The Company has no intention of repatriating cash from its Chinese operations in the foreseeable future. We believe that the currently available funds, access to capital from our credit facility, and cash flows generated from operations will be sufficient to meet our working capital requirements and other capital needs for the next 12 months. Critical Accounting Policies Our accounting policies are fully described in Note 2, Summary of Significant Accounting Policies, to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013. We believe our most critical accounting policies include revenue recognition, accounting for goodwill and intangible assets, purchase accounting, accounting for stock-based compensation, and income taxes. 22-------------------------------------------------------------------------------- |