UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 000-29239
INFORTE CORP.
(Exact name of registrant as specified in its charter)
Delaware 36-3909334
(State of incorporation) (IRS Employer Identification No.)
150 North Michigan Avenue, Suite 3400, Chicago, Illinois 60601
(Address of principal executive offices, including ZIP code)
(312) 540-0900
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ____ No X
The number of shares outstanding of the Registrant's Common Stock as of June 30,
2004 was 11,039,149.
INFORTE CORP.
INDEX
Page No.
-------
PART I. Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets - June 30, 2003,
September 30, 2003, December 31, 2003, March 31, 2004
June 30, 2004 1
Consolidated Statements of Operations - Three months
and six months ended June 30, 2003 and 2004 2
Consolidated Statements of Cash Flows - Three months
and six months ended June 30, 2003 and 2004 3
Notes to Consolidated Financial Statements 4-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-18
Item 3. Qualitative and Quantitative Disclosure about Market Risk 19
Item 4. Controls and Procedures 19
PART II. Other Information
Item 1 Legal Proceedings 19-20
Item 2. Changes in Securities and Use of Proceeds 20
Item 3 Defaults of Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5 Other Information 20
Item 6. Exhibits and Reports on Form 8-K 21
Signature 22
Exhibit 31.1 Section 302 certification of the Chief Executive Officer 23
Exhibit 31.2 Section 302 certification of the Chief Financial Officer 24
Exhibit 32 Section 906 certification of the Chief Executive Officer
and Chief Financial Officer 25
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
INFORTE CORP.
CONSOLIDATED BALANCE SHEETS
(000's)
JUN 30, SEPT 30, DEC 31, MAR 31, JUN 30,
2003 2003 2003 2004 2004
-------- -------- -------- -------- --------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 30,167 $ 22,114 $ 24,071 $ 18,630 $ 17,767
Short-term marketable securities 16,854 27,866 25,471 15,860 22,273
Accounts receivable 4,499 5,094 4,811 8,633 8,893
Allowance for doubtful accounts (550) (525) (500) (500) (500)
-------- -------- -------- -------- --------
Accounts receivable, net 3,949 4,569 4,311 8,133 8,393
Prepaid expenses and other current assets 1,223 1,009 692 1,273 1,144
Interest receivable on investment securities 404 469 372 403 314
Income taxes recoverable - - - 401 460
Deferred income taxes 1,203 953 664 643 656
-------- -------- -------- -------- --------
Total current assets 53,800 56,980 55,581 45,343 51,007
Computers, purchased software and property 2,278 2,091 2,084 2,525 2,682
Less accumulated depreciation and amortization 1,440 1,334 1,370 1,572 1,690
-------- -------- -------- -------- --------
Computers, purchased software and property, net 838 757 714 953 992
Long-term marketable securities 19,268 17,237 18,187 24,457 18,441
Goodwill and intangible assets - - - 5,505 5,512
Deferred income taxes 352 350 326 317 309
-------- -------- -------- -------- --------
Total assets $ 74,258 $ 75,324 $ 74,808 $ 76,575 $ 76,261
======== ======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 471 $ 887 $ 573 $ 1,554 $ 1,341
Income taxes payable 585 357 299 - -
Accrued expenses 3,193 3,312 3,558 3,146 3,315
Accrued loss on disposal of leased property 924 681 558 489 419
Deferred acquisition payment - - - 500 -
Deferred revenue 3,229 3,539 2,617 2,657 2,778
-------- -------- -------- -------- --------
Total current liabilities 8,402 8,776 7,605 8,346 7,853
Stockholders' equity:
Common stock, $0.001 par value
authorized- 50,000,000 shares;
issued and outstanding (net of treasury stock)-
11,039,149 as of June 30, 2004 11 11 11 11 11
Additional paid-in capital 79,427 79,658 79,791 80,113 80,206
Cost of common stock in treasury (2,720,823
shares as of June 30, 2004) (24,997) (24,997) (24,997) (24,997) (24,997)
Stock-based compensation - - - 60 161
Retained earnings 11,182 11,629 12,026 12,541 12,737
Accumulated other comprehensive income 233 247 372 501 290
-------- -------- -------- -------- --------
Total stockholders' equity 65,856 66,548 67,203 68,229 68,408
-------- -------- -------- -------- --------
Total liabilities and stockholders' equity $ 74,258 $ 75,324 $ 74,808 $ 76,575 $ 76,261
======== ======== ======== ======== ========
See notes to consolidated financial statements
1
CONSOLIDATED STATEMENTS OF OPERATIONS
(000's, except per share data)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- ------------------------
2003 2004 2003 2004
---------- ---------- ---------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues:
Revenue before reimbursements
(net revenue) $ 8,081 $ 11,982 $ 16,374 $ 22,644
Reimbursements 1,102 1,798 2,045 3,211
--------- --------- --------- --------
Total Revenues 9,183 13,780 18,419 25,855
Operating expenses:
Project personnel and related expenses 3,971 7,177 8,317 12,757
Reimbursed expenses 1,102 1,798 2,045 3,211
Sales and marketing 1,257 1,393 2,662 2,579
Recruiting, retention and training 151 370 293 734
Management and administrative 2,590 2,988 4,922 5,895
--------- --------- --------- --------
Total operating expenses 9,071 13,726 18,239 25,176
Operating income 112 54 180 679
Interest income, net and other 406 272 827 505
--------- --------- --------- --------
Income before income tax 518 326 1,007 1,184
Income tax expense 58 130 102 473
--------- --------- --------- --------
Net income $ 460 $ 196 $ 905 $ 711
========= ========= ========= ========
Earnings per share:
-Basic $ 0.04 $ 0.02 $ 0.08 $ 0.06
-Diluted $ 0.04 $ 0.02 $ 0.08 $ 0.06
Weighted average common shares outstanding:
-Basic 10,879 11,029 10,863 11,009
-Diluted 10,979 11,385 10,964 11,356
See notes to consolidated financial statements
2
INFORTE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ------------------------
2003 2004 2003 2004
--------- -------- --------- --------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Cash flows from operating activities
Net income $ 460 $ 196 $ 905 $ 711
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation and amortization 336 426 661 781
Non-cash compensation - 101 (75) 161
Deferred income taxes 257 (5) (3) 26
Changes in operating assets and liabilities
Accounts receivable (364) (260) 551 (1,888)
Prepaid expenses and other current assets 151 218 19 (321)
Accounts payable (972) (213) 231 (261)
Income taxes (363) (59) 294 (1,101)
Accrued expenses and other (370) 99 (2,204) (1,173)
Deferred revenue (430) 121 (1,258) 13
-------- ------- -------- ------
Net cash provided by (used in) operating
activities (1,295) 624 (879) (3,052)
Cash flows from investing activities
Acquisition of Compendit, net of cash - (556) - (5,676)
Proceeds from (Purchases of) marketable
securities 4,626 (821) 11,673 2,334
Purchases of property and equipment (49) (157) (207) (410)
-------- ------- -------- ------
Net cash provided by (used in) investing
activities 4,577 (1,534) 11,466 (3,752)
Cash flows from financing activities
Proceeds from stock option and purchase
plans 211 93 310 415
-------- ------- -------- ------
Net cash provided by financing activities 211 93 310 415
-------- ------- -------- ------
Effect of changes in exchange rates on cash 131 (46) 84 85
Increase (decrease) in cash and cash
equivalents 3,624 (863) 10,981 (6,304)
Cash and cash equivalents, beg. of period 26,543 18,630 19,186 24,071
-------- ------- -------- ------
Cash and cash equivalents, end of period $ 30,167 $ 17,767 $ 30,167 $17,767
======== ======= ======== ======
See notes to consolidated financial statements
3
Notes to consolidated financial statements
(Unaudited)
June 30, 2004
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
by Inforte Corp. ("Inforte") pursuant to the rules and regulations of the
Securities and Exchange Commission regarding interim financial reporting.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete consolidated financial
statements and should be read in conjunction with the consolidated financial
statements and notes thereto for the year ended December 31, 2003 included in
Inforte's annual report on Form 10-K (File No. 000-29239). The balance sheet at
December 31, 2003 has been derived from the audited consolidated financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The accompanying consolidated financial statements reflect
all adjustments (consisting solely of normal, recurring adjustments) which are,
in the opinion of management, necessary for a fair presentation of results for
the interim periods presented. The results of operations for the three-month and
six-month periods ended June 30, 2004 are not necessarily indicative of the
results to be expected for the full fiscal year. Certain previously reported
amounts have been reclassified to conform with current presentation format.
(2) DILUTED EARNINGS PER COMMON SHARE
Inforte computes basic earnings per share by dividing net income by the weighted
average number of common shares outstanding. Diluted earnings per common share
are computed by dividing net income by the weighted average number of common
shares and dilutive common share equivalents outstanding.
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
2003 2004 2003 2004
-------------------------- --------------------------
(unaudited) (unaudited)
Basic weighted average shares 10,879,215 11,028,541 10,862,928 11,009,307
Effect of dilutive stock options 99,588 356,624 101,017 346,695
-------------------------- --------------------------
Diluted common and common
equivalent shares 10,978,803 11,385,165 10,963,945 11,356,002
========================== ==========================
(3) COMPREHENSIVE INCOME
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130), establishes standards for reporting comprehensive income.
Comprehensive income includes net income as currently reported under generally
accepted accounting principles, and also considers the effect of additional
economic events that are not required to be recorded in determining net income,
but rather are reported as a separate component of stockholders' equity. Inforte
reports foreign currency translation gains and losses, and unrealized gains and
losses on investments, as components of comprehensive income. Total
comprehensive income was $476,816 for the three months ended June 30, 2003 and
total comprehensive loss was $15,752 for the three months ended June 30, 2004,
respectively. Total comprehensive income was $888,313 and $628,302 for the six
months ended June 30, 2003 and 2004, respectively.
(4) CONTINGENCIES
Inforte, Philip S. Bligh, an officer of Inforte, and Stephen C.P. Mack and Nick
Padgett, both former officers of Inforte, have been named as defendants in Mary
C. Best v. Inforte Corp.; Goldman, Sachs & Co.; Salomon Smith Barney, Inc.;
Philip S. Bligh; Stephen C.P. Mack and Nick Padgett, Case No. 01 CV 10836, filed
on November 30, 2001 in Federal Court in the Southern District of New York (the
"Case"). The Case is among more than 300 putative class actions against certain
issuers, their officers and directors, and underwriters with respect to such
issuers' initial public offerings, coordinated as In re Initial Public Offering
Securities Litigation, 21 MC 92 (SAS) (collectively, the "Multiple IPO
Litigation"). An amended class action complaint was filed in the Case on April
19, 2002. The amended complaint in the Case
4
alleges violations of federal securities laws in connection with Inforte's
initial public offering occurring in February 2000 and seeks certification of a
class of purchasers of Inforte stock, unspecified damages, interest, attorneys'
and expert witness fees and other costs. The amended complaint does not allege
any claims relating to any alleged misrepresentations or omissions with respect
to our business. The individual defendants (Messrs. Bligh, Mack and Padgett)
have been dismissed from the case without prejudice pursuant to a stipulated
dismissal and a tolling agreement. We have moved to dismiss the plaintiff's
case. On February 19, 2002, the Court granted this motion in part, denied it in
part and ordered that discovery in the case may commence. The Court dismissed
with prejudice the plaintiff's purported claim against Inforte under Section
10(b) of the Securities Exchange Act of 1934, but left in place the plaintiff's
claim under Section 11 of the Securities Act of 1933.
Inforte has entered into a Memorandum of Understanding (the "MOU"), along with
most of the other defendant issuers in the Multiple IPO Litigation, whereby such
issuers and their officers and directors (including Inforte and Messrs. Bligh,
Mack and Padgett) will be dismissed with prejudice from the Multiple IPO
Litigation, subject to the satisfaction of certain conditions. Under the terms
of the MOU, neither Inforte nor any of its formerly named individual defendants
admit any basis for liability with respect to the claims in the Case. The MOU
provides that insurers for Inforte and the other defendant issuers participating
in the settlement will pay approximately $1 billion to settle the Multiple IPO
Litigation, except that no such payment will occur until claims against the
underwriters are resolved and such payment will be paid only if the recovery
against the underwriters for such claims is less than $1 billion and then only
to the extent of any shortfall. Under the terms of the MOU, neither Inforte nor
any of its named directors will pay any amount of the settlement. The MOU
further provided that participating defendant issuers will assign certain claims
they may have against the defendant underwriters in connection with the Multiple
IPO Litigation. The MOU is subject to the satisfaction of certain conditions,
including, among others, approval of the Court. Pursuant to the MOU, the parties
have filed motions with the Court seeking certification of the class and
approval of the settlement contemplated by the MOU. The Court has not yet ruled
on the motions.
On April 14, 2004, the lawsuit captioned Braun Consulting, Inc. ("Braun") v.
Inforte Corporation and Scott A. Stawski, filed in July 2003 in the Circuit
Court of Cook County, Illinois, in which Braun had alleged that Inforte had
intentionally interfered with Mr. Stawski's employment agreement with Braun and
had aided and abetted Mr. Stawski's alleged breach of his employment agreement
and alleged misappropriation of Braun's trade secrets, was dismissed with
prejudice.
(5) SEGMENT REPORTING
Inforte engages in business activities in one operating segment, which provides
consulting services either on a fixed-price, fixed-timeframe basis or on a
time-and-materials basis. Inforte's services are delivered to clients in North
America and Europe, and Inforte's long-lived assets are located in North
America, Europe and India. Domestic and foreign operating revenues are based on
the location of customers. Inforte's European operations had $3,353,147 and
$4,411,594 of revenues for the six months ending June 30, 2003 and 2004,
respectively, and $1,588,609 and $2,463,860 of revenues for the three months
ending June 30, 2003 and 2004, respectively. Asset information by operating
segment is not reported to or reviewed by the chief operating decision maker,
therefore, Inforte has not disclosed asset information for each operating
segment or geographical location.
(6) STOCK BASED COMPENSATION
Inforte accounts for stock-based employee compensation in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
("SFAS 123") related to options. For options issued to employees during the
three and six months ending June 30, 2003 no stock-based employee compensation
is reflected in net income in the accompanying consolidated statements of
operations, as all such options had an exercise price equal to the market value
of the underlying common stock on the date of grant. Stock-based compensation
expense of $101,000 was recognized in the quarter ending June 30, 2004, $37,000
of which was related to option grants related to the acquisition of COMPENDIT,
Inc. ("COMPENDIT") and $64,000 was related to grants of restricted stock. During
the first quarter of 2004 we recognized a stock-based compensation expense of
$60,000, all which was related to the COMPENDIT acquisition. Had we applied the
fair value recognition provisions of SFAS 123 to stock-based employee
compensation during the three and six months ended June 30, 2003 and 2004, net
income and net income per share would have been as follows:
5
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2003 2004 2003 2004
---------- ------------ ---------- ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net income, as reported $ 460,275 $ 195,704 $ 904,388 $ 710,221
Add: Stock-based compensation expense
recorded, net of related tax effects - 100,509 - 160,736
Deduct: Total stock-based compensation
expense determined under fair value
based method for all awards, net of
related tax effects (1,345,809) (1,298,621) (2,600,672) (2,644,926)
Pro forma net loss $ (885,534) $(1,002,408) $ (1,696,284) $ (1,773,970)
========== ========== ============ ===========
Net income, per share:
Basic-- as reported 0.04 0.02 0.08 0.06
========== ========== ============ ===========
Basic-- pro forma (0.08) (0.09) (0.16) (0.16)
========== ========== ============ ===========
Diluted-- as reported 0.04 0.02 0.08 0.06
========== ========== ============ ===========
Diluted-- pro forma (0.08) (0.09) (0.16) (0.16)
========== ========== ============ ===========
(7) ACQUISITIONS
On March 12, 2004, by way of a merger of a wholly owned subsidiary of Inforte
with COMPENDIT, Inforte acquired all of the outstanding shares of COMPENDIT, a
leading provider of SAP Business Intelligence implementation consulting
services, for initial cash consideration of $5.5 million on closing. An
additional cash payment of $0.5 million was paid in cash in May based on a
closing statement calculation of cash less transaction costs. Supplementary cash
amounts of up to $6.3 million may be paid over 2005 and 2006 based on 2004
performance. This acquisition enhanced Inforte's ability to offer analytics and
business intelligence solutions through COMPENDIT's services partnership with
SAP.
The unaudited consolidated financial statements reflect a total initial purchase
price of $6.2 million (the "Initial Purchase Price"), consisting of the
following: (i) the payment of the initial cash consideration of $5.5 million,
(ii) transaction costs of $0.2 million, and (iii) additional cash consideration
paid after closing of the acquisition of $0.5 million. Under the purchase method
of accounting, the Initial Purchase Price is allocated to COMPENDIT's net
tangible and intangible assets based upon their estimated fair value as of the
date of the acquisition. The Initial Purchase Price does not include any
contingent earnout amounts. The preliminary purchase price allocation is as
follows (in thousands):
Tangible assets:
Cash and cash equivalents....................... $ 547
Accounts receivable and other current assets.... 2,269
Property and equipment.......................... 156
--------
Total tangible assets...................... 2,972
Intangible assets:
Goodwill and other intangible assets............ 5,561
--------
Total assets............................... 8,533
--------
Liabilities assumed: (2,310)
--------
Net assets acquired........................ $ 6,223
========
6
The following is a summary of intangible assets and goodwill as of June 30, 2004
(in thousands except for amortization life):
Gross Accumulated Net book Weighted average
carrying amortization value amortization life
amount (months)
----------- -------------- ---------- -----------------
Customer contracts $ 127 $49 $ 78 12
Goodwill 5,434 - 5,434 N/A
----------- -------------- ---------- -----------------
Total $5,561 $49 $5,512
=========== ============== ==========
Goodwill represents the excess of the purchase price over the fair value of the
tangible and intangible assets acquired. In accordance with SFAS No. 142,
"Goodwill and Other Intangible Assets," goodwill will not be amortized but will
be tested for impairment at least annually.
There were no historical transactions between Inforte and COMPENDIT.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
You should read the following discussion in conjunction with our consolidated
financial statements, together with the notes to those statements, included
elsewhere in this Form 10-Q. The following discussion contains forward-looking
statements that involve risks, uncertainties, and assumptions such as statements
of our plans, objectives, expectations and intentions. Our actual results may
differ materially from those discussed in these forward-looking statements
because of the risks and uncertainties inherent in future events that include,
but are not limited to, those identified under the caption "Risk Factors"
appearing in this 10-Q as well as factors discussed elsewhere in this Form 10-Q.
Actual results may differ from forward-looking results for a number of reasons,
including but not limited to, Inforte's ability to: (i) effectively forecast
demand and profitably match resources with the demand during a period where
information technology spending is not strong and when worldwide economic and
geopolitical uncertainty is high; (ii) attract and retain clients and satisfy
our clients' expectations; (iii) recruit and retain qualified professionals;
(iv) accurately estimate the time and resources necessary for the delivery of
our services; (v) build and maintain marketing relationships with leading
software vendors while occasionally competing with their professional services
organizations; (vi) compete with emerging alternative economic models for
delivery, such as offshore development; (vii) effectively integrate newly
acquired businesses, such as COMPENDIT; and (viii) identify and successfully
offer the solutions that clients demand, as well as other factors discussed from
time to time in our other Securities and Exchange Commission filings. Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or projected. All forward-looking statements included in
this document are made as of the date hereof, based on information available to
Inforte on the date thereof, and Inforte assumes no obligation to update any
forward-looking statements.
Overview
Inforte Corp. is a customer strategy and solutions consultancy that helps
clients improve performance by tying together customer and corporate strategy.
Inforte combines strong business and operational planning with innovative
software solutions to ensure its Global 2000 client base serves the right
customers in the right ways to generate the greatest return. Inforte executives
are the authors of several leading books on customer strategy, marketing and
business intelligence, including CRM Unplugged: Releasing CRM's Strategic Value,
Enterprise Marketing Management: The New Science of Marketing, and Mastering the
SAP Business Information Warehouse. Founded in 1993, Inforte is headquartered in
Chicago and has offices in Atlanta; Dallas; Delhi, India; Hamburg, Germany;
London; Los Angeles; New York; San Francisco; Walldorf, Germany; and Washington,
D.C.
Our revenue is derived almost entirely through the performance of professional
services. The majority of our services are performed on a time and materials
basis; however, we also perform services on a fixed-price basis if this
structure best fits out clients' preferences or the requirements of the project.
Typically, the first portion of an engagement involves a strategy project or a
discovery phase lasting 30 to 60 days. This work enables us to determine with
our clients the scope of successive phases of work. These successive phases of
work can be additional strategy phases, or phases for technology design and
implementation, and generally last three to nine months. If a project is to be
performed on a fixed price basis, the fixed
7
price is based upon estimates from senior personnel in our consulting
organization who project the length of the engagement, the number of people
required to complete the engagement and the skill level and billing rates of
those people. We then adjust the fixed price based on various qualitative risk
factors such as the aggressiveness of the delivery deadline, the technical
complexity of the solution and the value of the solution delivered to the
client. We typically ask clients to pay 25%-50% of our fixed price projects in
advance to enable us to secure a project team in a timeframe that is responsive
to the client's needs.
The acquisition and integration of COMPENDIT, in the first quarter of 2004, was
a factor in the increases in Inforte's consultant base, revenues and costs
compared with prior year amounts. The effective date of the transaction was
March 04, 2004 and, as such, the income statement for the six months ended June
30, 2004 includes approximately four months of results from operations for
COMPENDIT.
RESULTS OF OPERATIONS
---------------------
The following table sets forth the percentage of net revenues of certain items
included in Inforte's statement of income:
% of Net Revenue % of Net Revenue
Three Months Ended Six Months Ended
June 30, June 30,
2003 2004 2003 2004
----- ----- ----- -----
Revenues
Revenue before reimbursements (net revenue) 100.0% 100.0% 100.0% 100.0%
Reimbursements 13.6 15.0 12.5 14.2
----- ----- ----- -----
Total Revenue 113.6 115.0 112.5 114.2
----- ----- ----- -----
Operating expenses:
Project personnel and related expenses 49.1 59.9 50.8 56.3
Reimbursements 13.6 15.0 12.5 14.2
Sales and marketing 15.6 11.6 16.3 11.4
Recruiting, retention and training 1.9 3.1 1.8 3.2
Management and administrative 32.1 24.9 30.1 26.0
---- ---- ---- ----
Total operating expenses * 112.3 114.6 111.4 111.2
----- ----- ----- -----
Operating income 1.4 0.4 1.1 3.0
Interest income, net and other 5.0 2.3 5.1 2.2
---- ---- ---- ----
Pretax income 6.4 2.7 6.1 5.2
Income tax expense 0.7 1.1 0.6 2.1
--- --- --- ---
Net income 5.7% 1.6% 5.5% 3.1%
==== ==== ==== ====
*Total operating expenses,
excluding reimbursements 98.6% 99.6% 98.9% 97.0%
Six and three months ended June 30, 2003 and 2004
-------------------------------------------------
Net revenue. Net revenue excludes reimbursable expenses that are billed to our
clients. Net revenue increased 48% to $12.0 million for the quarter ended June
30, 2004 from $8.1 million for the quarter ended June 30, 2003. Net revenue
increased 38% to $22.6 million for the six months ended June 30, 2004 from $16.4
million for the six months ended June 30, 2003. We attribute this increase in
revenues in part to the acquisition of our new SAP Practice as well as to an
increased demand for our services. For the quarter ended June 30, 2004, we had
30 significant clients with each of these clients contributing, on average, $1.6
million to revenue on an annualized basis. For the quarter ended June 30, 2003,
we had 23 significant clients with each of these clients contributing, on
average, $1.4 million to revenue on an annualized basis. On July 27, 2004, in a
conference call and press release announcing our financial results for the
second quarter of 2004, we estimated that our service revenues for the third
quarter of 2004 would be in the range of $11.3 to $12.5 million, and we
estimated
8
earnings per share of $0.00 to $0.04. These estimates were based on our then-
current revenue and cost projections.
Sequentially, net revenue increased 12% to $12.0 million in the June 2004
quarter from $10.7 million in the March 2004 quarter. This sequential increase
resulted primarily from the acquisition of our SAP practice.
Project personnel and related expenses. Project personnel and related expenses
consist of compensation and benefits for our professional employees who deliver
consulting services, non-reimbursable costs and any estimated revisions for our
allowance for doubtful accounts. All labor costs for project personnel are
included in project personnel and related expenses. These expenses increased 81%
to $7.2 million for the quarter ended June 30, 2004 from $4.0 million for the
quarter ended June 30, 2003. Year to date, project personnel and related
expenses were $12.8 million, a 53% increase from $8.3 million for the first six
months of 2003. These increases resulted from growth in consulting headcount,
increased compensation and an increased use of outside contractors. We employed
257 consultants on June 30, 2004, up from 144 one year earlier. This is an
increase of 113 consultants which includes the addition of 48 consultants
through the COMPENDIT acquisition completed in the first quarter of 2004. The
remaining consultant headcount increase was a function of the ongoing recruiting
efforts. Project personnel and related expenses represented 59.9% of net revenue
for the quarter ended June 30, 2004, up from 49.1% for the quarter ended June
30, 2003, as revenue grew at a slower rate than project personnel and related
expenses did. Similarly, for the six months ended June 30, 2004, project
personnel and related expenses represented 56.3% of net revenue up from 50.8% in
the prior year period.
Sales and marketing. Sales and marketing expenses consist primarily of
compensation, benefits, bonus and travel costs for employees in the marketing
and sales groups and costs to execute marketing programs. Sales and marketing
expenses increased 11% to $1.4 million, or 11.6% of net revenue, for the quarter
ended June 30, 2004 from $1.3 million, or 15.6% of net revenue, in quarter ended
June 30, 2003. This increase is due to a combination of intensified marketing
activities and higher performance based compensation payable to sales personnel.
Sales and marketing expenses decreased by 3% to $2.6 million for the six months
ended June 30, 2004 from $2.7 million for the six months ended June 30, 2003.
Year to date, sales and marketing expenses were 11.4% of net revenue compared to
16.3% in the prior year period.
Recruiting, retention and training. Recruiting, retention and training expenses
consist of compensation, benefits and travel costs for personnel engaged in
human resources activities; costs to recruit new employees; costs of human
resource programs; and training costs. These expenses increased 144% to $370,000
for the quarter ended June 30, 2004 from $151,000 for the quarter ended June 30,
2003. As a percent of net revenue, these costs increased to 3.1% in the quarter
ended June 30, 2004 from 1.9% in the quarter ended June 30, 2003. Year to date,
recruiting, retention and training costs increased by 150% from $294,000 for the
six months ended June 30, 2003 to $735,000 for the six months ended June 30,
2004. As a percent of net revenue, these costs increased to 3.2% in the six
months ended June 30, 2004 from 1.8% for the six months ended June 30, 2003.The
increase in spending results primarily from more recruiting costs due to the
increase in the number of personnel recruited, more human resources spending due
to higher company-wide headcount and the reinstitution of formal training
programs. As our staffing needs increase, recruiting efforts require spending on
recruiting finder fees, signing bonuses, relocation allowances and employee
referral bonuses to identify and attract qualified candidates. Total headcount
was 305 as of June 30, 2004 and 193 as of June 30, 2003. Of the total increase
of 112, 54 people were added as a result of the acquisition of our SAP practice.
Management and administrative. Management and administrative expenses consist
primarily of compensation, benefits and travel costs for management, finance,
information technology and facilities personnel, together with rent,
telecommunications, audit, legal, business insurance and depreciation and
amortization of capitalized computers, purchased software and property. These
expenses increased 15% to $3.0 million for the quarter ended June 30, 2004, from
$2.6 million for the quarter ended June 30, 2003. As a percent of net revenue,
management and administrative expenses were 24.9% for the quarter ended June 30,
2004, down from 32.0% for the quarter ended June 30, 2003, as management and
administrative expenses grew at a lower rate than revenue did. Year to date,
management and administrative expenses increased 20% to $5.9 million for the six
months ended June 30, 2004 from $4.9 million for the six months ended June 30,
2003. As a percent of revenue, management and administrative expenses fell to
26.0% for the six months ended June 30, 2004 from 30.1% for the six months ended
June 30, 2003. Higher management and administrative expenses, in particular
executive and operation-management related costs, for the three months ending
June 30, 2004 were due to increased efforts to build the infrastructure
supporting faster revenue growth. Our plan to set up and make fully
9
functional our India location was successfully completed as of the end of the
first quarter of 2004. There were also additional legal and finance costs for
Sarbanes-Oxley, SEC and NASDAQ compliance and rent for offices in Chicago and
Hamburg, Germany associated with the acquisition of COMPENDIT. Management and
administrative employees were 23 and 27 as of June 30, 2004 and June 30, 2003,
respectively.
Interest income, net and other. During the quarter ended June 30, 2004, interest
income, net and other was $272,000, down from $406,000 for the quarter ended
June 30, 2003. Year to date interest income, net and other was $505,000, down
from $827,000 for the same period in 2003. These decreases were due to the
reinvestment of matured securities into similar type securities at lower market
interest yields and also due to the lower average cash balances. We expect
interest income, net and other to decline further to around $220,000 in the
third quarter of 2004 due to lower cash balances, because of the COMPENDIT
acquisition, as of the end of the second quarter of 2004 relative to prior
quarters.
Income tax expense. Inforte's effective tax rate for the June 2004 quarter was
40.0% compared to a rate of 11.2% for the June 2003 quarter. The unusually low
effective tax rate in 2003 resulted from our reduction of income tax expense by
$125,000 in the June 30, 2003 quarter to account for an estimated reduction of
income tax liabilities. The effective tax rate of 40% in the second quarter of
2004 approximates our blended statutory tax rate, reflecting immaterial
permanent differences between taxable income for financial reporting and tax
purposes. Year to date effective tax rate was 40.0% compared to 10.1% for the
same period in 2003. During the year-to-date period to June 30, 2003 we reduced
income tax expense by $250,000 to account for an estimated reduction of income
tax liabilities.
Liquidity and capital resources. Cash and cash equivalents decreased from $18.6
million on March 31, 2004 to $17.8 million on June 30, 2004. Short-term
marketable securities increased from $15.9 million to $22.3 million over the
same period. Long-term marketable securities decreased from $24.5 million to
$18.4 million during the second quarter of 2004. In total, cash and cash
equivalents, short-term and long-term marketable securities decreased from $58.9
million to $58.5 million from March 31, 2004 to June 30, 2004. Short-term and
long-term marketable securities are available-for-sale securities consisting of
commercial paper, U.S. government or municipal notes and bonds, corporate bonds
and corporate auction preferreds.
During the June 2004 quarter, Inforte's cash flow from operations was $625,000
and capital expenditures were $158,000, resulting in $467,000 free cash flow
(cash flow from operation minus capital expenditures). Cash flows from investing
activities included a payment of a post-closing earnout of $556,000 for the
purchase of COMPENDIT. Additionally, financing activities resulted in a cash
inflow of $93,000 from employees participating in stock purchase and stock
option plans.
Year to date cash and cash equivalents dropped by $6.3 million from $24.1
million on December 31, 2003 to $17.8 million on June 30, 2004. Short-term
marketable securities fell by $3.2 million from $25.5 million on December 31,
2003 to $22.2 million on June 30, 2004. Long-term marketable securities
increased by $254,000 from $18.2 million on December 31, 2003 to $18.4 million
on June 30, 2004.
Cash flow from operations for the six months ending June 30, 2004 was negative
$3.1 million. Capital expenditure for the six months ending June 30, 2004 was
$411,000, resulting in a free cash flow of negative $3.5 million. Additionally,
financing activities resulted in a cash inflow of $415,000 from employee
participating in stock purchase and stock option plans.
Our board of directors approved a $25.0 million stock repurchase program on
January 24, 2001 and as of August 2002, the entire amount authorized was
repurchased. The board of directors approved an additional $5.0 million stock
repurchase program on August 22, 2002, although we stated at that time that we
had no present plans to make additional repurchases of stock. The entire $5.0
million remains authorized for repurchase as of June 30, 2004. At quarter end,
Inforte had 11,039,149 shares outstanding and $58.5 million in cash and
marketable securities, resulting in $5.30 of cash and marketable securities per
basic share. As of June 30, 2004, the public float (shares not held by executive
officers and directors) totaled 7.0 million shares or 63% of total outstanding
shares.
Inforte believes that its current cash, cash equivalents and marketable
securities will be sufficient to meet working capital and capital expenditure
requirements for the foreseeable future.
10
All highly liquid investments with maturities of three months or less when
purchased are considered cash equivalents. Cash and cash equivalent balances
consist of obligations of U.S. and other overseas banks, high-grade commercial
paper and other high quality, short-term obligations of U.S. companies.
Short-term and long-term marketable securities are available-for-sale securities
that are recorded at fair market value. The difference between amortized cost
and fair market value, net of tax effect, is shown as a separate component of
stockholders' equity. The cost of available-for-sale securities is adjusted for
amortization of premiums and discounts to maturity. Interest and amortization of
premiums and discounts for all securities are included in interest income.
As of June 30, 2004, Inforte had a total of up to $6.3 million in deferred
business acquisition and acquisition earnout obligations payable in cash over
the three years ending 2006. The payments, if any, are contingent on the
achievement of certain revenue targets achieved by the acquired business.
Inforte believes that it will have sufficient funds to satisfy obligations
related to the contingent consideration. We expect to fund these contingent
payments, if any, primarily from the cash generated from the operations of the
acquired business. In addition to the purchase price obligation for the
COMPENDIT acquisition, Inforte assumed two operating leases from COMPENDIT,
related to office space.
Inforte has several operating leases that have contractual cash obligations for
future payments. There are no other contractual obligations that require future
cash obligations or other commitments. The table below identifies all future
commitments.
Contractual Obligations Payments Due by Period (in thousands)
-------------------------------------------------------------------------------------------------------------------------------
Total Q3-Q4 2004 2005 2006 2007 2008
-------------------------------------------------------------------------------------------------------------------------------
Long-term debt 0 0 0 0 0 0
Capital lease obligations 0 0 0 0 0 0
Operating leases 5,865 1,523 2,876 980 301 185
Unconditional purchase obligations 0 0 0 0 0 0
Other long-term obligations 0 0 0 0 0 0
Total contractual cash obligations 5,865 1,523 2,876 980 301 185
11
Critical Accounting Policies
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Management bases its estimates on
historical experience and other assumptions, which it believes are reasonable.
If actual amounts are ultimately different from these estimates, the revisions
are included in the Company's results of operations for the period in which the
actual amounts become known. Accounting policies are considered critical when
they require management to make assumptions about matters that are highly
uncertain at the time the estimate is made and when different estimates than
management reasonably could have used have a material impact on the presentation
of our financial condition, changes in financial condition or results of
operations.
Revenue recognition, losses on fixed-price contracts, deferred revenue. We
recognize revenue when all of the following four criteria are met: persuasive
evidence exists that we have an agreement, service has been rendered, our price
is fixed or determinable and collectibility is reasonably assured. We recognize
net revenue from fixed-price contracts based on the ratio of hours incurred to
total estimated hours. The cumulative impact of any change in estimated hours to
complete is reflected in the period in which the changes become known. We
recognize time-and-materials net revenue as we perform the services. In November
2001, the Financial Accounting Standards Board's Emerging Issues Task Force
issued Topic 01-14, "Income Statement Characterization of Reimbursements
Received for `Out-of-Pocket' Expenses Incurred" stating these costs should be
characterized as revenue in the income statement if billed to customers. For
each quarter beginning with the March 31, 2002 quarter, we included reimbursable
expenses in revenue and expense and we have reclassified prior periods in the
comparative consolidated financial statements as required by the Financial
Accounting Standards Board. This reclassification had no effect on current or
previously reported net income (loss) per share. For presentation purposes, we
show two components of total revenue: 1) revenue before reimbursements, which we
call net revenue, consisting of revenue for performing consulting services; and
2) reimbursements, consisting of reimbursements we receive from clients for
out-of-pocket expenses incurred. We believe net revenue is a more meaningful
representation of our economic activity than total revenue since it excludes
pass-through, zero-margin expense reimbursements.
Financial Instruments. Short-term and long-term marketable securities are
available-for-sale securities which are recorded at fair market value. The
difference between amortized cost and fair market value, net of tax effect, is
shown as a separate component of stockholders' equity. The cost of securities
available-for-sale is adjusted for amortization of premiums and discounts to
maturity. Interest and amortization of premiums and discounts for all securities
are included in interest income.
Allowance for doubtful accounts. An allowance for doubtful accounts is
maintained for potential credit losses. The amount of the reserve is established
analyzing all client accounts to determine credit risk. In establishing a
client's creditworthiness we consider whether the client has a deteriorating or
poor financial condition, limited financial resources, poor or no payment
history, a large relative accounts receivable balance or a non-U.S. location.
Stock compensation. We account for stock-based employee compensation in
accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, and have adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ("SFAS 123") related to options issued to employees. All options
granted under our plans had an exercise price equal to the market value of the
underlying common stock on the date of grant, except for the option grants
related to the acquisition of COMPENDIT.
Bonus accruals. We have several bonus programs that are based on individual and
company performance. Revenue bonuses are earned based on individual or roll up
revenue credit assigned to salespeople, client executives, other senior delivery
personnel and senior management. Margin bonuses are earned by all employees
based on company or business unit operating income performance. In addition,
senior management may award discretionary bonuses. All of these bonuses are
expensed in the period in which they are earned. A corresponding accrual is
included on the balance sheet in accrued expenses until the bonus is paid.
12
Income Taxes. We account for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS
109"), which requires the recognition of deferred income taxes based upon the
tax consequences of temporary differences between financial reporting and income
tax reporting by applying enacted statutory tax rates applicable to future years
to differences between the financial statement carrying amounts and the tax
basis of existing assets and liabilities. SFAS 109 also requires that deferred
tax assets be reduced by a valuation allowance if it is more likely than not
that some portion of the deferred tax asset will not be realized.
In connection with the preparation of our consolidated financial statements, we
are required to estimate our income tax liability for each of the tax
jurisdictions in which we operate. This process involves estimating our actual
current income tax expense and assessing temporary differences resulting from
differing treatment of certain income or expense items for income tax reporting
and financial reporting purposes. We also recognize as deferred tax assets the
expected future tax benefits of net operating loss carry forwards. In evaluating
the realizability of deferred tax assets associated with net operating loss
carry forwards, we consider, among other things, expected future taxable income,
the expected timing of the reversals of existing temporary reporting
differences, and the expected impact of tax planning strategies that may be
implemented to prevent the potential loss of future tax benefits. Changes in,
among other things, income tax legislation, statutory income tax rates or future
taxable income levels could materially impact the valuation of income tax assets
and liabilities and could cause our income tax provision to vary significantly
among financial reporting periods.
Risk Factors
In addition to other information in this Form 10-Q, the following risk factors
should be carefully considered in evaluating Inforte and its business because
such factors currently may have a significant impact on Inforte's business,
operating results and financial condition. As a result of the risk factors set
forth below and elsewhere in this Form 10-Q, and the risk factors discussed in
Inforte's other Securities and Exchange Commission filings, actual results could
differ materially from those projected in any forward-looking statements.
If we fail to identify and successfully transition to the latest and most
demanded solutions or keep up with an evolving industry, we will not compete
successfully for clients and our profits may decrease. If we fail to identify
the latest solutions, or if we identify but fail to successfully transition our
business to solutions with growing demand, our reputation and our ability to
compete for clients and the best employees could suffer. If we cannot compete
successfully for clients, our revenues may decrease. Also, if our projects do
not involve the latest and most demanded solutions, they would generate lower
fees. Because our market changes constantly, some of the most important
challenges facing us are the need to:
o develop new services that meet changing customer needs;
o identify and effectively market solutions with growing demand during
a period of slower technological advancement and adoption;
o enhance our current services;
o continue to develop our strategic expertise;
o effectively use the latest technologies; and
o influence and respond to emerging industry standards and other
technological changes.
All of these challenges must be met in a timely and cost-effective manner. We
cannot assure you that we will succeed in effectively meeting these challenges,
especially during a substantial economic slowdown when adjusting the size of the
business for lower demand diverts resources and senior management's attention.
If we fail to satisfy our clients' expectations, our existing and continuing
business could be adversely affected. If we fail to satisfy the expectations of
our clients, we could damage our reputation and our ability to retain existing
clients and attract new clients. In addition, if we fail to perform adequately
on our engagements, we could be liable to our clients for breach of contract.
Although most of our contracts limit the amount of any damages based upon the
fees we receive we could still incur substantial cost, negative publicity, and
diversion of management resources to defend a claim, and as a result, our
business results could suffer.
13
We may be unable to hire and retain employees who are highly skilled, which
would impair our ability to perform client services, generate revenue and
maintain profitability. If we are unable to hire and retain highly-skilled
individuals, our ability to retain existing business and compete for new
business will be harmed. Individuals who have successfully sold and delivered
services similar to those we provide to our clients are limited and competition
for these individuals is intense. Further, in the current less healthy spending
environment, individuals who were previously successful may no longer be
successful. Identifying individuals who will succeed in this environment is
extraordinarily difficult. To attract and retain these individuals, we invest a
significant amount of time and money. In addition, we expect that both bonus
payments and equity ownership will be an important component of overall employee
compensation. In the current economic and market environment, overall bonus
payments have been below target, increasing the risk that key employees will
leave Inforte. Also, if our stock price does not increase over time, it may be
more difficult to retain employees who have been compensated with stock options.
Options granted to employees from the IPO date, February 17, 2000, through June
30, 2004 have exercise prices of $2.90 to $71.81. The average exercise price of
all options outstanding at June 30, 2004 is $11.97. Since the market price for
Inforte stock has recently been below this average strike price, it may be more
difficult to retain employees. If key employee turnover rates grow to
unacceptable levels because compensation is not at competitive rates, Inforte
may increase the level of stock option grants or cash compensation. These
actions would reduce net income per share and may cause Inforte to become
unprofitable.
If the new proposal on stock option expensing is adopted our reported earnings
will be negatively impacted. If we expense stock options, our earnings will be
reduced and we may be unable to stay profitable. In addition we may decide to
change our compensation practices to further reduce the granting of stock
options, this could lead to increased cash compensation expense and could also
impact our ability to attract and retain key employees and executives.
If we fail to adequately manage rapid changes in demand, our profitability and
cash flow may be reduced or eliminated. If we cannot keep pace with the rapid
changes in demand, we will be unable to effectively match resources with demand,
and maintain high client satisfaction, which may eliminate our profitability and
our ability to achieve positive free cash flow. Our business grew dramatically
from 1993 through 2000. For example, our net revenue increased by 100% or more
for seven consecutive years, reaching $63.8 million in 2000. As a result of the
current depressed information technology (IT) spending environment and
overcapacity in our industry however, net revenue has declined in each of the
last three years, dropping to $32.7 million in 2003. If the level of spending
declines further, we may not be profitable or achieve positive free cash flow.
If, on the other hand, our growth exceeds our expectations, our current
resources and infrastructure may be inadequate to handle the growth.
If our marketing relationships with software vendors deteriorate, we would lose
their client referrals. If these vendors continue to increase their professional
services revenue, our revenue could be adversely affected. We currently have
marketing relationships with software vendors, including SAP, Siebel Systems,
Inc., Vignette and Unica. Although we have historically received a large number
of business leads from these and other software vendors to implement their
products, they are not required to refer business to us and they may terminate
these relationships at any time. If our relationships with these software
vendors deteriorate, we may lose their client leads and our ability to develop
new clients could be negatively impacted. Any decrease in our ability to obtain
clients may cause a reduction in our net revenues. Historically our software
partners have primarily relied on licensing fees and maintenance contracts to
generate revenue. However, more recently as software licensed sales have
declined, software vendors have sought to supplement their revenue through
increased implementation services for their software. This business strategy
puts us in competition with our software partners on some deals, reducing client
leads and our ability to develop new clients and revenue.
If we are unable to rapidly integrate third-party software, we may not be able
to deliver solutions to our clients on a timely basis, resulting in lost
revenues and potential liability. In providing client services, we recommend
that our clients use software applications from a variety of third-party
vendors. If we are unable to implement and integrate this software in a fully
functional manner for our clients, we may experience difficulties that could
delay or prevent the successful development, introduction or marketing of
services. Software often contains errors or defects, particularly when first
introduced or when new versions or enhancements are released. Despite internal
testing and testing by current and potential clients, our current and future
solutions may contain serious defects due to third-party software or software we
develop or customize for clients. Serious defects or errors could result in
liability for damages, lost revenues or a delay in implementation of our
solutions.
14
Our revenues could be negatively affected by the loss of a large client or our
failure to collect a large account receivable. At times, we derive a significant
portion of our revenue from large projects for a limited number of varying
clients. During the second quarter of 2004 our five largest clients accounted
for 44% of net revenue and our ten largest clients accounted for 68% of net
revenue. In the same quarter we had one client contributing more than 10% of
quarterly net revenue. Although these large clients vary from time to time and
our long-term revenues do not rely on any one client, our revenues could be
negatively affected if we were to lose one of our top clients or if we were to
fail to collect a large account receivable. In addition, many of our contracts
are short-term and our clients may be able to reduce or cancel our services
without incurring any penalty. If our clients reduce or terminate our services,
we would lose revenue and would have to reallocate our employees and our
resources to other projects to attempt to minimize the effects of that reduction
or termination. Accordingly, terminations, including any termination by a major
client, could adversely impact our revenues. We believe the uncertain economic
environment increases the probability that services may be reduced or canceled.
If we estimate incorrectly the time required to complete our projects, we will
lose money on fixed-price contracts. A portion of our contracts are fixed-price
contracts, rather than contracts in which the client pays us on a
time-and-materials basis. We must estimate the number of hours and the materials
required before entering into a fixed-price contract. Our future success will
depend on our ability to continue to set rates and fees accurately and to
maintain targeted rates of employee utilization and project quality. If we fail
to accurately estimate the time and the resources required for a project, any
required increase in the time and resources to complete the project could cause
our profits to decline.
If we are unable to accurately forecast our quarterly revenue, our profitability
may be reduced or eliminated. The level of IT spending growth by current and
potential clients in the United States has slowed and become less certain. In
some cases the uncertainty has reduced the overall number and size of projects
available for bid. In other cases the uncertainty has resulted in project
deferrals, project scope reductions, longer decision making cycles or limited
follow-on projects at existing clients. With fewer opportunities available in
the market, competition on some opportunities has become more intense. While our
revenue forecast methods are sophisticated and have proven accurate
historically, we believe the current environment adds greater risk and
uncertainty to our forecasts. If we fail to accurately forecast revenue, our
actual results may differ materially from the amounts planned, and our
profitability may be reduced or eliminated.
Fluctuations in our quarterly revenues and operating results due to cyclical
client demand may lead to reduced prices for our stock. Our quarterly revenues
and operating results have fluctuated significantly in the past and we expect
them to continue to fluctuate significantly in the future. Historically, we have
experienced our greatest sequential growth during the first and second quarters.
We typically experience significantly lower sequential growth in the third and
fourth quarters. We attribute this to the budgeting cycles of our customers,
most of whom have calendar-based fiscal years and as a result are more likely to
initiate projects during the first half of the year. In 2001, this traditional
seasonal pattern was overwhelmed by a cyclical decline in information technology
spending, causing our net revenue to decline sequentially in each quarter of
2001. In February and March 2002, we did experience an increase in demand which
did allow our net revenue in the second quarter 2002 to exceed the first quarter
2002 level. We believe that increase in demand was due to positive seasonal
effects, while the subsequent lower revenue in the third quarter 2002 was due to
negative seasonal effects. In 2003, our net revenue declined sequentially for
the first three quarters of the year. We believe our traditional seasonal
pattern was overwhelmed by geopolitical events that took place early in 2003,
the most notable of these events being the war in Iraq. This existence of both
seasonal and cyclical effects makes it more difficult to predict demand, and if
we are unable to predict client demand accurately in a slower growth or
distressed economic environment, our expenses may be disproportionate to our
revenue on a quarterly basis and our stock price may be adversely affected.
15
Others could claim that we infringe on their intellectual property rights, which
may result in substantial costs, diversion of resources and management
attention, and harm to our reputation. A portion of our business involves the
development of software applications for specific client engagements. Although
we believe that our services do not infringe on the intellectual property rights
of others, we may be the subject of claims for infringement, which even if
successfully defended could be costly and time-consuming. An infringement claim
against us could materially and adversely affect us in that we may:
o experience a diversion of our financial resources and management
attention;
o incur damages and litigation costs, including attorneys' fees;
o be enjoined from further use of the intellectual property;
o be required to obtain a license to use the intellectual property,
incurring licensing fees;
o need to develop a non-infringing alternative, which could be costly
and delay projects; and
o have to indemnify clients with respect to losses incurred as a result
of our infringement of the intellectual property.
Because we are newer and smaller than many of our competitors, we may not have
the resources to effectively compete, causing our revenues to decline. Many of
our competitors have longer operating histories, larger client bases, longer
relationships with clients, greater brand or name recognition, and significantly
greater financial, technical, marketing, and public relations resources than we
do. We may be unable to compete with full-service consulting companies,
including the former consulting divisions of the largest global accounting
firms, who are able to offer their clients a wider range of services. If our
clients decide to take their strategy and technology projects to these
companies, our revenues may decline. It is possible that in uncertain economic
times our clients may prefer to work with larger firms to a greater extent than
normal. In addition, new professional services companies may provide services
similar to ours at a lower price, which could cause our revenues to decline.
Our expansion and growth internationally could negatively affect our business.
For the second quarter of 2004, our international net revenue was 21% of total
net revenue. There are additional risks associated with international
operations, which we do not face domestically and we may assume even higher
levels of such risk as we expand our ventures in Europe and India. Risk factors
associated with international operations include longer customer payment cycles,
adverse taxes and compliance with local laws and regulations. Further, the
effects of fluctuations in currency exchange rates may adversely affect the
results of operations. Finally, as the U.S. economic slowdown has spread to the
rest of the world, our ability to obtain international revenues may be reduced
in the future. These risk factors, among others not cited here, may negatively
impact our business.
As offshore development becomes accepted as a viable alternative to doing work
domestically, our pricing and revenue may be negatively affected. Gradually,
over the past several decades, numerous IT service firms have been founded in
countries such as India, which have well-educated and technically trained
English-speaking workforces available at wage rates that are only a fraction of
U.S. and European wages rates. Additionally, some larger clients have
established internal IT operations at offshore locations. While traditionally we
have not competed with offshore development, presently this form of development
is seeing rapid and increasing acceptance in the market, especially for routine
and repetitive types of development. While offshore development has greater risk
due to distance, geopolitical and cultural issues, we believe its lower cost
advantage will likely overwhelm these risks. If we are unable to evolve our
service offerings to a more differentiated position or if the rate of acceptance
of offshore development advances even faster than we anticipate, then our
pricing and our revenue may be negatively affected. Moreover, we have recently
established an offshore development capability in New Delhi, India. If we are
unable to adequately manage the additional complexity of these operations and
this model for project delivery it may impact project quality and overall
company profitability.
Recent changes in the executive team and strategic modifications in business
structure could lead to inferior financial results if this transition does not
occur smoothly. On July 25, 2003 Inforte filed a Form 8-K with the Securities
and Exchange Commission announcing strategic changes for growth which, among
other things, included simplification of the current business structure and
changes in Inforte's executive management team. In addition, on December 5,
2003, Inforte announced the hiring of new President and Chief Operating Officer,
David Sutton, and the stepping down of Stephen Mack, both effective on that
date. Should these changes in the executive team adversely affect relationships
with current partners and clients or lead to higher turnover rates, we may be
unable to maintain the present level of profitability.
16
Current or future legislative and regulatory requirements, such as the
Sarbanes-Oxley Act of 2002, may lead to increased insurance, accounting, legal
and other costs, which may cause our profitability to decline. We have already
switched some supplier relationships, including our audit and tax advisor
relationship to mitigate these cost increases, and other relationships are under
review. On September 8, 2003, the Audit Committee of the Board of Directors
approved (1) the dismissal of Ernst & Young LLP (E&Y) as the Company's
independent accountants, effective November 15, 2003, and (2) the replacement of
E&Y with Grant Thornton LLP as the Company's independent accountants, commencing
upon the dismissal of E&Y. The replacement of E&Y with Grant Thornton LLP was
based on economic reasons related to possible future fees escalation in current
and forthcoming engagements of the Company's independent accountants. In
addition, the implementation of the Sarbanes-Oxley Act, particularly Section 404
with respect to management reporting and certification of disclosure of internal
control over financial reporting, will be a significant new expense for the
balance of 2004 and for 2005 and will also increase our ongoing audit costs by a
large amount. This may lead to a decline in profitability especially if our
revenue does not continue to grow.
We may not be able to integrate successfully the business of recently acquired
COMPENDIT, Inc. with Inforte's business. While we believe that our recently
closed acquisition of COMPENDIT, Inc., a leading provider of SAP Business
Intelligence implementation consulting services, will enhance our ability to
offer analytics and business intelligence solutions to our customers, the
Inforte and COMPENDIT businesses may not be integrated successfully. It could
lead to the loss of key employees, customers or service partners or other
negative impacts. Failure to integrate COMPENDIT's business successfully could
result in an inability to maintain revenue levels or to realize certain
synergies of the acquisition, which, in turn, may negatively impact our
operating results.
RISKS RELATED TO OUR INDUSTRY
If the rate of adoption of advanced information technology slows substantially,
our revenues may decrease. We market our services primarily to firms that want
to adopt information technology that provides an attractive return on investment
or helps provide a sustainable competitive advantage. Our revenues could
decrease if companies decide not to integrate the latest technologies into their
businesses due to economic factors, governmental regulations, financial
constraints or other reasons. Inforte's market research suggests that the level
of information technology spending in the United States is closely linked with
the growth rate of the Gross Domestic Product (GDP). The slowdown in the U.S.
GDP growth rate that began in the second half of 2000 has caused a slower rate
of adoption of advanced information technology by our target clients. We expect
information technology spending and Inforte revenue to be highly dependent on
the health of the U.S. economy. We believe that corporate revenue-driven profit
growth must resume for IT spending to improve. If the overall level of business
capital investment remains depressed or declines further, this may cause our
revenue to decline further.
If the supply of information technology companies and personnel continues to
exceed demand, this may adversely impact the pricing of our projects and our
ability to win business. Beginning in the second half of 2000, many firms in our
industry announced significant employee layoffs and lower rates of utilization
of billable personnel. An oversupply of technology professionals may reduce the
price clients are willing to pay for our services. An oversupply may also
increase the talent pool for potential clients who may choose to complete
projects in-house rather than use an outside consulting firm such as Inforte.
Lower utilization rates increase the likelihood that a competitor will reduce
their price to secure business in order to improve their utilization rate. The
extent to which pricing and our ability to win business may be impacted is a
function of both the magnitude and duration of the supply and demand imbalance
in our industry.
Geopolitical instability may cause our revenues to decrease. Our clients often
avoid large spending commitments during periods of geopolitical instability and
economic uncertainty. The possibility of terrorists attacking the United States'
interests or geopolitical concerns in other areas such as the Middle East, south
Asia and North Korea may cause clients to freeze or slow their decision making
processes. This would slow demand for our services and would negatively impact
our revenue.
RISKS RELATED TO THE OWNERSHIP OF OUR COMMON STOCK
Our stock price could be extremely volatile, like many technology stocks. The
market prices of securities of technology companies, particularly professional
services companies, have been
17
highly volatile. We expect continued high volatility in our stock price, with
prices at times bearing no relationship to Inforte's operating performance.
Inforte's average trading volume during the second quarter of 2004 averaged
approximately 34,000 shares per day. On any particular day, Inforte's trading
volume can be less than 5,000 shares, increasing the potential for volatile
stock prices.
Volatility of our stock price could result in expensive class action litigation.
If our common stock suffers from volatility like the securities of other
technology companies, we have a greater risk of further securities class action
litigation claims. One such claim is pending presently. Litigation could result
in substantial costs and could divert our resources and senior management's
attention. This could harm our productivity and profitability.
Officers and directors own a significant percentage of outstanding shares and,
as a group, may control a vote of stockholders. As of June 30, 2004 our
executive officers and directors beneficially own over 37% of the outstanding
shares of our common stock. The largest owners and their percentage ownership
are set forth below:
o Philip S. Bligh 21.5%
o Stephen C.P. Mack 14.0%
If the stockholders listed above act or vote together with other employees who
own significant shares of our common stock, they may have the ability to control
the election of our directors and the approval of any other action requiring
stockholder approval, including any amendments to the certificate of
incorporation and mergers or sales of all or substantially all assets, even if
the other stockholders perceive that these actions are not in their best
interests. Our stock repurchase program has had the effect of increasing the
concentration of insider ownership. If we make further repurchases, the
percentage of insider ownership could increase further. Over time, the influence
or control executive officers have on a stockholder vote may decrease as
officers supplement below market salaries and diversify overall equity wealth
with sales of Inforte stock. As permitted by SEC Rule 10b5-1, Inforte executive
officers have or may set up a predefined, structured stock trading program. The
trading program allows brokers acting on behalf of company insiders to trade
company stock during company blackout periods or while the insiders may be aware
of material, nonpublic information, if the transaction is performed according to
a pre-existing contract, instruction or plan that was established with the
broker during a non-blackout period and when the insider was not aware of any
material, non-public information. Inforte executive officers may also trade
company stock outside of plans set up under SEC Rule 10b5-1; however, such
trades would be subject to company blackout periods and insider trading rules.
The authorization of preferred stock, a staggered board of directors and
supermajority voting requirements will make a takeover attempt more difficult,
even if the takeover would be favorable for stockholders. Inforte's certificate
of incorporation and bylaws may have the effect of deterring, delaying or
preventing a change in control of Inforte. For example, our charter documents
provide for:
o the ability of the board of directors to issue preferred stock and to
determine the price and other terms, including preferences and voting
rights, of those shares without stockholder approval;
o the inability of our stockholders to act by written consent or to
call a special meeting;
o advance notice provisions for stockholder proposals and nominations
to the board of directors;
o a staggered board of directors, with three-year terms, which will
lengthen the time needed to gain control of the board of directors;
and
o supermajority voting requirements for stockholders to amend
provisions of the charter documents described above.
We are also subject to Delaware law. Section 203 of the Delaware General
Corporation Law prohibits us from engaging in a business combination with any
significant stockholder for a period of three years from the date the person
became a significant stockholder unless, for example, our board of directors
approved the transaction that resulted in the stockholder becoming an interested
stockholder. Any of the above could have the effect of delaying or preventing
changes in control that a stockholder may consider favorable.
18
Item 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
In all categories of cash, cash equivalents and short-term and long-term
marketable securities, Inforte invests only in highly liquid securities of high
credit quality. All short-term investments bear a minimum Standard & Poor's
rating of A1 or Moody's investor service rating of P1. All long-term investments
bear a minimum Standard & Poor's rating of A or Moody's investor service rating
of A2.
Inforte has a large cash and marketable securities balance that generates
substantial interest income. During 2003 and year-to-date in 2004, a
considerable portion of Inforte's pretax income was from interest income.
Declining short-term market interest rates will have a significant impact on
Inforte's profitability as interest income drops. Thus, a drop in short-term
market interest rates will increase the revenue level required to be profitable,
and increases the risk that Inforte will lose money.
Item 4. CONTROLS AND PROCEDURES
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934,
Inforte's management, including Inforte's Chief Executive Officer and Chief
Financial Officer, conducted an evaluation, as of the end of the period covered
by this report, of the effectiveness of Inforte's disclosure controls and
procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934. Based on that evaluation, Inforte's Chief Executive Officer and Chief
Financial Officer concluded that Inforte's disclosure controls and procedures
were effective as of the end of the period covered by this report. As required
by Rule 13a-15(d) under the Securities Exchange Act of 1934, Inforte's
management, including Inforte's Chief Executive Officer and Chief Financial
Officer, also conducted an evaluation of Inforte's internal control over
financial reporting to determine whether any changes occurred during the quarter
covered by this report that have materially affected, or are reasonably likely
to materially affect, Inforte's internal control over financial reporting. Based
on that evaluation, there has been no such change during the quarter covered by
this report.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Inforte, Philip S. Bligh, an officer of Inforte, and Stephen C.P. Mack and Nick
Padgett, both former officers of Inforte, have been named as defendants in Mary
C. Best v. Inforte Corp.; Goldman, Sachs & Co.; Salomon Smith Barney, Inc.;
Philip S. Bligh; Stephen C.P. Mack and Nick Padgett, Case No. 01 CV 10836, filed
on November 30, 2001 in Federal Court in the Southern District of New York (the
"Case"). The Case is among more than 300 putative class actions against certain
issuers, their officers and directors, and underwriters with respect to such
issuers' initial public offerings, coordinated as In re Initial Public Offering
Securities Litigation, 21 MC 92 (SAS) (collectively, the "Multiple IPO
Litigation"). An amended class action complaint was filed in the Case on April
19, 2002. The amended complaint in the Case alleges violations of federal
securities laws in connection with Inforte's initial public offering occurring
in February 2000 and seeks certification of a class of purchasers of Inforte
stock, unspecified damages, interest, attorneys' and expert witness fees and
other costs. The amended complaint does not allege any claims relating to any
alleged misrepresentations or omissions with respect to our business. The
individual defendants (Messrs. Bligh, Mack and Padgett) have been dismissed from
the case without prejudice pursuant to a stipulated dismissal and a tolling
agreement. We have moved to dismiss the plaintiff's case. On February 19, 2002,
the Court granted this motion in part, denied it in part and ordered that
discovery in the case may commence. The Court dismissed with prejudice the
plaintiff's purported claim against Inforte under Section 10(b) of the
Securities Exchange Act of 1934, but left in place the plaintiff's claim under
Section 11 of the Securities Act of 1933.
Inforte has entered into a Memorandum of Understanding (the "MOU"), along with
most of the other defendant issuers in the Multiple IPO Litigation, whereby such
issuers and their officers and directors (including Inforte and Messrs. Bligh,
Mack and Padgett) will be dismissed with prejudice from the Multiple IPO
Litigation, subject to the satisfaction of certain conditions. Under the terms
of the MOU, neither Inforte nor any of its
19
formerly named individual defendants admit any basis for liability with respect
to the claims in the Case. The MOU provides that insurers for Inforte and the
other defendant issuers participating in the settlement will pay approximately
$1 billion to settle the Multiple IPO Litigation, except that no such payment
will occur until claims against the underwriters are resolved and such payment
will be paid only if the recovery against the underwriters for such claims is
less than $1 billion and then only to the extent of any shortfall. Under the
terms of the MOU, neither Inforte nor any of its named directors will pay any
amount of the settlement. The MOU further provided that participating defendant
issuers will assign certain claims they may have against the defendant
underwriters in connection with the Multiple IPO Litigation. The MOU is subject
to the satisfaction of certain conditions, including, among others, approval of
the Court. Pursuant to the MOU, the parties have filed motions with the Court
seeking certification of the class and approval of the settlement contemplated
by the MOU. The Court has not yet ruled on the motions.
On April 14, 2004, the lawsuit captioned Braun Consulting, Inc. ("Braun") v.
Inforte Corporation and Scott A. Stawski, filed in July 2003 in the Circuit
Court of Cook County, Illinois, in which Braun had alleged that Inforte had
intentionally interfered with Mr. Stawski's employment agreement with Braun and
had aided and abetted Mr. Stawski's alleged breach of his employment agreement
and alleged misappropriation of Braun's trade secrets, was dismissed with
prejudice.
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities In January 2001, Inforte announced that the board of directors
approved a stock repurchase program that allows Inforte to buy up to $25 million
of Inforte shares. The program was completed in August 2002. The board of
directors approved an additional $5.0 million stock repurchase program on
August 22, 2002. We stated at that time that we had no present plans to make
additional repurchases of stock, and as of June 30, 2004, we have made no
repurchases under this second program.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matter to a Vote of Security Holders
Inforte held its Annual Meeting of Stockholders on April 28, 2004. For more
information on the following proposals, refer to the company's proxy statement
dated March 24, 2004, the relevant portions of which are incorporated herein by
reference.
(1) The stockholders elected three class I directors to the board of directors
for a term of three years expiring upon the 2007 annual meeting of stockholders
or until a successor is elected:
DIRECTOR CLASS FOR AGAINST
----------------- ------- ---------- ----------
Thomas E. Hogan I 10,118,681 293,509
Ray C. Kurzweil I 9,980,416 431,774
Michael E. Porter I 9,934,253 477,937
(2) The stockholders ratified the appointment of Grant Thornton LLP as
independent certified public accountants of the company for the fiscal year
ending December 31, 2004:
For 10,388,308
Against 15,211
Abstain 8,670
Item 5. Other Information
Effective August 9, 2004, John Morphy resigned as a director of Inforte. There
are no disagreements between Mr. Morphy and Inforte relating to Inforte's
operations, policies or practices.
20
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Exhibit
-------------- -------
31.1 Certification by Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification by Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and Rule 13a-14(a) and 15d-14(a)
under the Securities and Exchange Act of
1934.
32 Written statement of the Chief Executive
Officer and Chief Financial Officer pursuant
to 18 U.S.C.ss.1350.
(b) Reports on Form 8-K
In a Report on Form 8-K furnished on April 20, 2004, Inforte reported, under
Item 12, "Results of Operation and Financial Condition," the issuance of a press
release regarding earnings for the first quarter of 2004.
In a report on Form 8-K/A, filed on May 10, 2004, Inforte filed an amendment to
its current report on Form 8-K, dated March 12, 2004, including financial and
proforma information with respect to Inforte's acquisition of COMPENDIT, Inc.
In a Report on Form 8-K furnished on July 7, 2004, Inforte reported, under Item
12, "Results of Operation and Financial Condition," the issuance of a press
release regarding earnings for the second quarter of 2004.
21
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Inforte Corp.
By: /s/ Nick Heyes
August 13, 2004 ---------------------------------
Nick Heyes,
Chief Financial Officer
22