Mail Stop 0305
June 13, 2005
Harry Wachtel
Chief Executive Officer
6413 Congress Avenue, Suite 260
Boca Ranton, Florida 33487
Re: AutoInfo, Inc.
Amendment No. 1 to Registration Statement on Form S-2
Filed May 26, 2005
File No. 333-123710
Dear Mr. Wachtel:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
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 and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Available Information, page 28
1. We note your response to comment 34 on page 28, but reissue the
comment. Please delete the last sentence in the second paragraph
stating that each statement in the prospectus is qualified by the
contents exhibits in the registration statement.
Financial Statements
Index, page F-1
2. Your financial statements should be updated to comply with Rule
3-
10 (g) of Regulation S-B. Summary and Selected Financial
Information, the Capitalization Table and MD&A should be updated
as
well. Please revise.
Consolidated Statements of Stockholder`s Equity, page F-5
3. We have reviewed the revisions you made in response to our
prior
comment 38. Your attention is also invited to the disclosure
requirements of paragraph 46 of SFAS 123 with regard to equity
instruments used to acquire goods and services other than employee
services. It appears that it would be appropriate to separately
disclose the nature of and reasons for the awards to sales agents
and
to state, if true, that their general terms do not differ from the
terms of the awards granted to employees. In this regard, we
assume
that the assumptions disclosed in Note 6 apply to options awarded
to
both employees and to sales agents. Please confirm. Finally,
please
expand your footnote to specifically disclose the aggregate number
of
shares for which options were granted to sales agents.
Consolidated Statements of Cash Flows, page F-6
4. We note your response to our prior comment 40. Please also
revise
your filing to disclose this non-cash conversion in the statements
of
cash flows supplemental schedule of non-cash items disclosure on
page
F-15.
Notes to the Consolidated Financial Statements, Revenue
Recognition,
page F-8
5. We note your response to our prior comment 41. We note that
consistent with your disclosure in your Form S-2, you state that
you
meet the gross revenue recognition criteria under EITF 99-19
paragraphs 7, 9, 11, and 14. However, it is unclear to us how you
have determined this and what criteria you utilized to arrive at
this
conclusion. Please describe to us, in detail, how you arrived at
this
conclusion based on your specific contractual relationships.
Additionally, we did not note any discussion regarding gross
revenue
recognition for your contract carrier activities.
In this regard, as indicated in paragraph 6 of the EITF, each of
the
indicators is relevant to your conclusion and none should be
considered presumptive or determinative. Instead the relative
strength of each indicator should be considered. Therefore, in
your
response please address each of the factors in paragraphs seven
through 17 of the EITF. Support your conclusion regarding each
factor by describing the specific terms of your contracts.
Explain
how you considered each of the indicators set forth in paragraphs
8,
11, 12 and 13 of the EITF. Your response should be detailed and
specific.
Finally, we note that the accounting policies footnote for revenue
recognition presented in your Form 10-Q states that you recognize
revenue upon pick up of freight, at which time the related
transportation cost is also recognized. At that time, you
consider
your obligations to be completed. If true, this practice appears
to
be inconsistent with your assumptions regarding the gross
reporting
of revenue. This practice also appears to be inconsistent with
the
revenue recognition disclosures on page F-8 of your Form S-2.
Please
explain and also describe whether and how your practice differs
when
you serve as a contract carrier. Revise your filing and advise as
appropriate. We may have further comments upon review of your
response.
Exhibits
6. An updated accountant`s consent should be included in the
amendment that is to be declared effective.
*****
Closing
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rule 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Robert Perdue at (202) 551-3303 or Margery
Reich, at (202) 551-3347, if you have questions regarding comments
on
the financial statements and related matters. Please contact
Messeret Nega at (202) 551-3316 or me at (202) 551-3348 with any
other questions.
Sincerely,
Jennifer G. Williams
Special Counsel
cc: Via Facsimile (212) 838-9190
Kenneth S. Rose, Esq.
Morse, Zelnick, Rose & Lander, LLP
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Harry Wachtel
AutoInfo, Inc.
June 13, 2004
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