Company enters into definitive agreement to
be acquired by EQT for approximately $3 Billion
Perficient, Inc. (Nasdaq: PRFT) (“Perficient”), the leading
global digital consultancy transforming the world’s largest
enterprises and biggest brands, today reported its financial
results for the quarter ended March 31, 2024.
Financial Highlights
For the quarter ended March 31, 2024:
- Revenues decreased 7% to $215.3 million from $231.4 million in
the first quarter of 2023;
- Net income decreased 57% to $11.6 million, compared to $26.8
million in the first quarter of 2023;
- GAAP earnings per share results on a fully diluted basis
decreased 56% to $0.33 from $0.75 in the first quarter of
2023;
- Adjusted earnings per share results (a non-GAAP measure; see
attached schedule, which reconciles to GAAP earnings per share) on
a fully diluted basis decreased 26% to $0.77 from $1.04 in the
first quarter of 2023; and
- Adjusted EBITDA (a non-GAAP measure; see attached schedule,
which reconciles to GAAP net income) decreased 27% to $36.5 million
from $50.1 million in the first quarter of 2023.
“Our business is steadily improving and our pipeline remains
robust,” said Tom Hogan, President and CEO. “We remain confident
that momentum will continue to build throughout 2024. We are also
excited to have reached the separately announced agreement with
EQT, which provides our stockholders with compelling, certain cash
value for their shares. EQT shares our vision for the future as we
transform how the world's biggest brands connect with
customers.”
Other Highlights
Among other recent achievements, Perficient:
- Was named a 2024 Top Workplace by USA Today, serving as a
testament to Perficient’s collaborative and people-first global
culture. Perficient ranks 26 on the top 100 list of large employers
in the U.S.;
- Published the 2023 Community Impact Report, highlighting the
Corporate Social Responsibility initiatives Perficient and its
colleagues are supporting to advance STEM education, improve health
and well-being, and make a difference in our global
communities;
- Entered into a multi-year and multi-faceted partnership with
professional golfer and two-time PGA TOUR winner Josef “Sepp”
Straka in a marketing and sponsorship relationship;
- Received an Innovation in Philanthropy Award from the St. Louis
Business Journal for its partnership with the Mark Cuban Foundation
to host AI Bootcamps for high school students. Perficient will host
seven AI Bootcamps this fall;
- Received the 2024 Appian Partner Impact and Excellence Award
for Delivery, recognizing Perficient for excellence in creating and
delivering impactful solutions that exceed customer
expectations;
- Introduced the Perficient Gives Global Grants Program, offering
global colleagues the opportunity to nominate a charity to receive
a monetary donation from Perficient;
- Was included in Forrester’s “Adobe Services Landscape, Q1,
2024” report as a medium-sized consultancy helping companies keep
pace in B2B marketing engagement, workflow management, and digital
enrollment and onboarding; and
- Was recognized in Forrester’s “Automation Fabric Services
Landscape, Q1 2024” as a large consultancy providing strategy
consulting, advisory, and implementation services to help develop
automation fabric and support autonomous workflows within an
enterprise.
Transaction with EQT
In a separate press release issued today, Perficient announced
it has entered into a definitive agreement to be acquired by an
affiliate of BPEA Private Equity Fund VIII (“EQT”), part of EQT AB,
a purpose-driven global investment organization. The press release
is available via Perficient’s website under the Investor Relations
section.
In light of the announced transaction, Perficient will not host
an earnings conference call or provide financial guidance in
conjunction with this earnings release. Perficient is also
withdrawing its previously announced financial guidance for 2024
and has suspended any further updates as a result of the pending
transaction.
About Perficient
Perficient is the leading global digital consultancy. We
imagine, create, engineer, and run digital transformation solutions
that help our clients exceed customers’ expectations, outpace
competition, and grow their business. With unparalleled strategy,
creative, and technology capabilities, we bring big thinking and
innovative ideas, along with a practical approach to help the
world’s largest enterprises and biggest brands succeed. Traded on
the Nasdaq Global Select Market, Perficient is a member of the
Russell 2000 index and the S&P SmallCap 600 index. For more
information, 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 2024. 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 include
(but are not limited to) those disclosed under the heading “Risk
Factors” in our most recently filed annual report on Form 10-K and
other securities filings, and the following:
(1)
the possibility that our actual results do
not meet the projections and guidance contained in this news
release;
(2)
the impact of the general economy and
economic and political uncertainty on our business;
(3)
risks associated with potential changes to
U.S. and foreign laws, regulations, and policies;
(4)
risks associated with the operation of our
business generally, including:
a. client demand for our services and
solutions;
b. effectively competing in a highly
competitive market;
c. risks from international operations
including fluctuations in exchange rates;
d. adapting to changes in technologies and
offerings;
e. ongoing transition of our executive
leadership team;
f. obtaining favorable pricing to reflect
services provided;
g. risk of loss of one or more significant
software vendors;
h. maintaining a balance of our supply of
skills and resources with client demand;
i. changes to immigration policies;
j. protecting our clients’ and our data
and information;
k. changes to tax levels, audits,
investigations, tax laws or their interpretation;
l. making appropriate estimates and
assumptions in connection with preparing our consolidated financial
statements; and
m. maintaining effective internal
controls;
(5)
risks associated with managing growth
organically and through acquisitions;
(6)
risks associated with servicing our debt,
the potential impact on the value of our common stock from the
conditional conversion features of our debt and the associated
convertible note hedge transactions;
(7)
legal liabilities, including intellectual
property protection and infringement or the disclosure of
personally identifiable information;
(8)
the risks detailed from time to time
within our filings with the Securities and Exchange Commission (the
“SEC”);
(9)
uncertainties associated with the proposed
merger of Perficient with an affiliate of BPEA Private Equity Fund
VIII (“EQT”);
(10)
the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement entered into in connection with the proposed
merger;
(11)
risks related to disruption of management
time from ongoing business operations due to the proposed
merger;
(12)
the risk that the conditions to the
proposed merger may not be satisfied in a timely manner or at
all;
(13)
the risk of any unexpected costs or
expenses resulting from the proposed merger;
(14)
restrictions imposed on our business
during the pendency of the proposed merger;
(15)
the risk of any litigation relating to the
proposed merger; and
(16)
the risk that the proposed merger and its
announcement could have an adverse effect on the ability of
Perficient to retain and hire key personnel and to maintain
relationships with customers, vendors, partners, employees,
stockholders and other business relationships and on its operating
results and business generally.
This list is not exhaustive but is designed to highlight
important factors that may impact our forward-looking statements.
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, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. 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.
Perficient, Inc.
Unaudited Consolidated
Statements of Operations
(in thousands, except per
share information)
Three Months Ended
March 31,
2024
2023
Revenues
Services excluding reimbursable
expenses
$
211,330
$
228,384
Reimbursable expenses
3,581
2,469
Total services
214,911
230,853
Software and hardware
393
555
Total revenues
215,304
231,408
Cost of revenues (exclusive of
depreciation and amortization, shown separately below)
Cost of services
139,599
141,688
Stock compensation
2,507
2,524
Total cost of revenues
142,106
144,212
Selling, general and administrative
39,243
39,604
Stock compensation
9,923
4,316
Total selling, general and
administrative
49,166
43,920
Depreciation
2,011
2,305
Amortization
4,886
5,817
Acquisition costs
1,393
79
Adjustment to fair value of contingent
consideration
41
(2,026
)
Income from operations
15,701
37,101
Net interest (income) expense
(767
)
505
Net other (income) expense
(45
)
75
Income before income taxes
16,513
36,521
Provision for income taxes
4,958
9,721
Net income
$
11,555
$
26,800
Basic net income per share
$
0.34
$
0.79
Diluted net income per share
$
0.33
$
0.75
Shares used in computing basic net income
per share
34,149
33,914
Shares used in computing diluted net
income per share
36,905
36,697
Net income used in computing diluted net
income per share
$
12,089
$
27,360
Perficient, Inc.
Condensed Consolidated Balance
Sheets
(in thousands)
March 31, 2024
(unaudited)
December 31, 2023
Assets
Current assets:
Cash, cash equivalents and restricted
cash
$
118,193
$
128,886
Accounts receivable, net
171,838
178,998
Prepaid expenses
5,758
5,638
Other current assets
13,548
12,431
Total current assets
309,337
325,953
Property and equipment, net
10,375
11,996
Operating lease right-of-use assets
22,812
21,786
Goodwill
613,790
581,387
Intangible assets, net
75,430
71,118
Other non-current assets
53,936
52,364
Total assets
$
1,085,680
$
1,064,604
Liabilities and Stockholders’
Equity
Current liabilities:
Accounts payable
$
13,919
$
18,688
Other current liabilities
60,104
59,784
Total current liabilities
74,023
78,472
Long-term debt, net
397,446
396,874
Operating lease liabilities
17,915
16,446
Other non-current liabilities
42,566
42,189
Total liabilities
$
531,950
$
533,981
Stockholders’ equity:
Preferred stock
$
—
$
—
Common stock
54
53
Additional paid-in capital
448,855
432,160
Accumulated other comprehensive loss
(6,336
)
(5,461
)
Treasury stock
(377,594
)
(373,325
)
Retained earnings
488,751
477,196
Total stockholders’ equity
553,730
530,623
Total liabilities and stockholders’
equity
$
1,085,680
$
1,064,604
Perficient, Inc.
Unaudited Condensed
Consolidated Statements of Cash Flow
(in thousands)
Three Months Ended March
31,
2024
2023
Net income
$
11,555
$
26,800
Adjustments to reconcile net income to net
cash provided by operations
18,995
11,493
Changes in operating assets and
liabilities, net of business acquisitions
1,421
3,038
Net cash provided by operating
activities
31,971
41,331
Net cash used in investing
activities
(33,817
)
(1,315
)
Net cash used in financing
activities
(8,588
)
(29,422
)
Effect of exchange rate on cash, cash
equivalents and restricted cash
(259
)
271
Change in cash, cash equivalents and
restricted cash
(10,693
)
10,865
Cash, cash equivalents and restricted cash
at beginning of period
128,886
30,130
Cash, cash equivalents and restricted cash
at end of period
$
118,193
$
40,995
See the Company's Form 10-Q for the full
consolidated statements of cash flows.
About Non-GAAP Financial Information
This news 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.”
About Non-GAAP Financial Measures
Perficient provides non-GAAP financial measures for adjusted
EBITDA (earnings before income taxes, interest, depreciation,
amortization, acquisition costs, adjustment to fair value of
contingent consideration, stock compensation and the impact of
other infrequent or unusual transactions), adjusted net income, and
adjusted earnings 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 provide investors with a better understanding of
Perficient’s past financial performance and future results.
Perficient’s management uses these non-GAAP financial measures when
it internally evaluates the performance of Perficient’s business
and makes operating decisions, including internal operating
budgeting, performance measurement, and the calculation of bonuses
and discretionary compensation. Management excludes stock-based
compensation related to restricted stock awards, the amortization
of intangible assets, amortization of debt issuance costs related
to convertible senior notes, acquisition costs, adjustments to the
fair value of contingent consideration, net other income and
expense, the impact of other infrequent or unusual transactions,
and income tax effects of the foregoing, when making operational
decisions.
Perficient believes that providing the non-GAAP financial
measures to its investors is useful because it allows investors to
evaluate Perficient’s performance using the same methodology and
information used by Perficient’s management. Specifically, adjusted
net income is used by management primarily to review business
performance and determine performance-based incentive compensation
for executives and other employees. Management uses adjusted EBITDA
to measure operating profitability, evaluate trends, and make
strategic business decisions.
Non-GAAP financial 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 discretionary judgment as
to 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 adjusted EBITDA, adjusted net income, and adjusted
earnings per share. In addition, some items that are excluded from
adjusted net income and adjusted earnings per share can have a
material impact on cash. 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 financial 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
financial measures used by other companies and/or analysts.
The non-GAAP adjustments, and the basis for excluding them, are
outlined below:
Amortization Perficient has incurred expense on amortization of
intangible assets primarily related to various acquisitions.
Management excludes these items for the purposes of calculating
adjusted EBITDA, adjusted net income, and adjusted earnings per
share. Perficient believes that eliminating this expense from its
non-GAAP financial 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.
Acquisition Costs Perficient incurs transaction costs related to
merger and acquisition-related activities which are expensed in its
GAAP financial statements. Management excludes these items for the
purposes of calculating adjusted EBITDA, adjusted net income, and
adjusted earnings per share. Perficient believes that excluding
these expenses from its non-GAAP financial measures is useful to
investors because these are expenses associated with each
transaction and are inconsistent in amount and frequency causing
comparison of current and historical financial results to be
difficult.
Adjustment to Fair Value of Contingent Consideration Perficient
is required to remeasure its contingent consideration liability
related to acquisitions each reporting period until the contingency
is settled. Any changes in fair value are recognized in earnings.
Management excludes these items for the purposes of calculating
adjusted EBITDA, adjusted net income, and adjusted earnings per
share. Perficient believes that excluding these adjustments from
its non-GAAP financial measures is useful to investors because they
are related to acquisitions and are inconsistent in amount and
frequency from period to period.
Amortization of Debt Issuance Costs On November 9, 2021,
Perficient issued $380.0 million aggregate principal amount of
0.125% Convertible Senior Notes due 2026, and on August 14, 2020,
Perficient issued $230.0 million aggregate principal amount of
1.250% Convertible Senior Notes due 2025 (the “2026 Notes,” and
“2025 Notes,” respectively, and collectively, the “Notes”) in
private placements to qualified institutional purchasers. Issuance
costs attributable to the Notes, in addition to issuance costs
related to Perficient’s credit agreement, are being amortized to
interest expense over their respective terms. Perficient believes
that excluding these non-cash expenses from its non-GAAP financial
measures is useful to investors because the expenses are not
reflective of Perficient’s business performance.
Foreign Exchange Loss (Gain) Non-operating foreign currency
exchange gains and losses, inclusive of gains and losses on related
foreign exchange forward contracts not designated as hedging
instruments for accounting purposes, are reported in net other
expense (income) in our consolidated statements of operations. As
our operations expand into countries outside of the United States,
foreign exchange gains and losses have and will become increasingly
material. Perficient believes that excluding these gains and losses
from its non-GAAP financial measures is useful to investors because
foreign exchange gains and losses will vary as the underlying
currencies fluctuate, which makes it difficult to compare current
and historical results.
Stock Compensation Perficient incurs stock-based compensation
expense under Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation - Stock
Compensation. Perficient excludes stock-based compensation expense
and the related tax effects for the purposes of calculating
adjusted EBITDA, adjusted net income, and adjusted earnings per
share because stock-based compensation is a non-cash expense, which
Perficient believes is not reflective of its business performance.
The nature of 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 expense 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. Perficient believes that non-GAAP
measures of profitability, which exclude stock-based compensation,
are widely used by analysts and investors.
Dilution Offset from Convertible Note Hedge Transactions It is
Perficient’s current intent to settle conversions of the Notes
through combination settlement, which involves repayment of the
principal portion in cash and any excess of the conversion value
over the principal amount in shares of our common stock. Perficient
excludes the shares that are issuable upon conversions of the Notes
because Perficient expects that the dilution from such shares will
be offset by the convertible note hedge transactions entered into
in November 2021 and August 2020 in connection with the issuance of
the Notes.
Perficient, Inc.
Reconciliation of GAAP to Non-GAAP Measures (unaudited) (in
thousands, except per share data)
Three Months Ended March
31,
2024
2023
GAAP Net Income
$
11,555
$
26,800
Adjustments:
Provision for income taxes
4,958
9,721
Amortization
4,886
5,817
Acquisition costs
1,393
79
Adjustment to fair value of contingent
consideration
41
(2,026
)
Amortization of debt issuance costs
631
608
Foreign exchange (gain) loss
(22
)
89
Stock compensation
12,430
6,840
Adjusted Net Income Before Tax
35,872
47,928
Adjusted income tax (1)
9,183
12,365
Adjusted Net Income
$
26,689
$
35,563
GAAP Earnings Per Share (diluted)
$
0.33
$
0.75
Adjusted Earnings Per Share (diluted)
$
0.77
$
1.04
Shares used in computing GAAP Earnings Per
Share (diluted)
36,905
36,697
Dilution offset from convertible note
hedge transactions
(2,430
)
(2,430
)
Shares used in computing Adjusted Earnings
Per Share (diluted)
34,475
34,267
Net income used in computing GAAP Earnings
Per Share (diluted)
$
12,089
$
27,360
(1)
The estimated adjusted effective tax rate
of 25.6% and 25.8% for the three months ended March 31, 2024 and
2023 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 March
31,
2024
2023
GAAP Net Income
$
11,555
$
26,800
Adjustments:
Provision for income taxes
4,958
9,721
Net interest (income) expense
(767
)
505
Net other (income) expense
(45
)
75
Depreciation
2,011
2,305
Amortization
4,886
5,817
Acquisition costs
1,393
79
Adjustment to fair value of contingent
consideration
41
(2,026
)
Stock compensation
12,430
6,840
Adjusted EBITDA (1)
$
36,462
$
50,116
(1)
Adjusted EBITDA 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. Adjusted EBITDA measures
presented may not be comparable to similarly titled measures
presented by other companies.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240505970122/en/
Bill Davis, Perficient, 314-529-3555
bill.davis@perficient.com
Perficient (NASDAQ:PRFT)
過去 株価チャート
から 8 2024 まで 9 2024
Perficient (NASDAQ:PRFT)
過去 株価チャート
から 9 2023 まで 9 2024