SEC Comment Letter for INFORTE CORP (CIK 0001099944) — Aug 25, 2005
INFORTE CORP (CIK 0001099944)
Date: Aug. 25, 2005 · CIK: 0001099944 · Accession: 0000000000-05-043938
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Room 4561
August 11, 2005
Mr. Nick Heyes
Chief Financial Officer and Secretary
Inforte Corp.
150 North Michigan Avenue Suite 3400
Chicago, IL 60601
Re: Inforte Corp.
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 31, 2005
Form 8-K Filed April 22, 2005
Form 8-K Filed July 28, 2005
File No. 0-29239
Dear Mr. Heyes,
We have reviewed the above referenced filing and have the
following comments. Please note that we have limited our review
to
the matters addressed in the comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure. Please be as detailed as necessary in your
explanation. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comment or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for Fiscal Year Ended December 31, 2004
Item 6. Selected Financial Data, page 13
1. We note that you exclude revenue and costs related to expense
reimbursements in your Selected Financial Data and MD&A
disclosures.
Please explain to us how this presentation complies with
Instruction
2 to Item 301 and Item 303(A)(3) of Regulation S-K. We note that
paragraphs 7 and 8 of EITF 01-14 clearly indicate that
reimbursements
should be considered revenue and it is unclear to us why you
exclude
revenues that are realized from your arrangements based on the
fact
that you price your contracts using expense reimbursement
provisions.
2. We note that your narrative disclosures for 2004 present
management and administrative expenses, operating income and net
income excluding the "non-recurring" charge related to contractual
rental commitments for office space being vacated. Please explain
to
us how you have complied with Item 10(e)(1)(ii)(B) of Regulation
S-K.
In this regard, we note that your disclosures on page 23 indicate
that restructuring activities occurred in 2002.
Liquidity and Capital Resources, page 20
3. We note that you disclose "cash and marketable securities per
basic common share" within your liquidity discussion. It is
unclear
to us how this information is relevant or useful to your
investors.
Please explain to us how a common shareholder can interpret this
measure without adjustment or additional analysis and provide us
with
your basis for providing these disclosures. Refer to Section
202.04
of the Codification of Financial Reporting Policies (ASRs and
FRRs)
for further guidance.
4. Your discussion of operating cash flows does not appear to
adequately address the changes in your operating assets and
liabilities. In 2004, it appears that changes in these items
significantly affected your operating cash flows. Please explain
to
us why you do not provide explanations for the underlying reasons
for
changes in these items to allow readers to assess the quality of
your
cash flows. Refer to Item 303(A) of Regulation S-K and Section IV
of
SEC Release 33-8350 for further guidance.
Consolidated Financial Statements
Consolidated Statements of Operations, page 28
5. Please explain to us how you have complied with Rule 5-03(2)(d)
that requires you to separately present "cost of services." In
addition, explain to us how you have complied with Item 302(a)(1)
that requires you to present "gross profit" within your selected
quarterly financial data.
Note 2. Significant Accounting Policies
Revenue Recognition, page 32
6. Please explain to us how you recognize revenues related to your
reimbursable expenses. In addition, explain why your current
revenue
recognition policy does not specifically address these revenues.
Form 8-K Filed April 22, 2005
7. We note that you refer to your non-GAAP earnings measures as
"pro
forma." Please explain to us how you considered the information
in
footnote 12 to SEC Release 33-8176 regarding the difference
between
"pro forma" and "non-GAAP" financial information.
8. We were unable to locate any disclosure, with equal or greater
prominence, of the most directly comparable financial measures
calculated and presented in accordance with generally accepted
accounting principles relating to your "pro forma diluted earnings
per share" or "pro forma net income." Please explain to us how
you
complied with Item 10(e)(1)(i)(A) of Regulation S-K.
9. Please explain to us how you complied with Item 10(e)(1)(i)(B)
of
Regulation S-K in presenting the non-GAAP "expenses as a
percentage
of net revenue," "margins" and "year-over-year change" in your
Non-
GAAP Supplemental Information.
10. We note that you disclose "cash and marketable securities per
common share." Please explain to us how you considered the
guidance
in Question 11 of the Frequently Asked Questions Regarding the Use
of
Non-GAAP Financial Measures.
Form 8-K Filed July 28, 2005
11. We note that you present a measure described as "free cash
flow"
in your earnings release. Please explain to us how you considered
the guidance in Question 13 of Frequently Asked Questions
Regarding
the Use of Non-GAAP Financial Measures.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please submit all correspondence and supplemental materials on
EDGAR
as required by Rule 101 of Regulation S-T. You may wish to
provide
us with marked copies of any amendment to expedite our review.
Please furnish a cover letter with any amendment that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
any
amendment and your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Mark Kronforst at (202) 551-3451 or me at
(202)
551-3489 if you have any questions regarding these comments.
Very truly yours,
Brad Skinner
Accounting Branch Chief
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Nick Heyes
Inforte Corp.
August 11, 2005
Page 4
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