Room 4561
July 22, 2005
Charles S. Ream
Executive Vice President and Chief Financial Officer
Anteon International Corporation
3211 Jermantown Road
Fairfax, Virginia 22030-2801
(703) 246-0200
Re: Anteon International Corporation
Form 10-K for the fiscal year ended December 31, 2004
Filed March 10, 2005
Form 12b-25
Filed May 11, 2005
File No. 001-31258
Dear Mr. Ream:
We have reviewed the above referenced filing and have the
following comments. Please note that we have limited our review
to
the matters addressed in the comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure. Please be as detailed as necessary in your
explanation. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our 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.
Form 10-K for the fiscal year ended December 31, 2004
Selected Financial Data, page 24
1. We note that you present the non-GAAP measures of "EBITDA" and
"EBITDA margin" in your Selected Financial Data with a
reconciliation
to net income. You indicate that EBITDA is useful in
understanding
and measuring cash flows generated from operations. As such, it
appears that this measure is presented as a non-GAAP liquidity
measure. Explain how you determined the most directly comparable
financial measure calculated and presented in accordance with GAAP
to
be net income rather than a measure of cash flows.
Notes to Consolidated Financial Statements
Note (2) Summary of Significant Accounting Policies
(h) Revenue Recognition, page F-9
2. We note from the disclosure on page 12 of your filing that you
support the entire lifecycle of customer systems ranging from
conceptual development through operational support. You indicate
in
your revenue recognition policy description that you evaluate
contracts for multiple deliverables. Tell us how you separate and
allocate the arrangement fee to each deliverable. Specifically,
describe each type of deliverable included in your multiple
element
arrangements, how revenue is allocated to each element, and the
method of revenue recognition for each element. Also indicate
whether any amounts are contingent on the delivery of additional
items or meeting other specified performance conditions such as
operational support. Your response should address how you
considered
the guidance in SOP 97-2, EITF 03-05 and EITF 00-21.
3. We note from your disclosures that revenues from substantially
all
service related fixed price contracts is recognized using the
cost-
to-cost method. Describe the nature of the services being
provided.
Explain why costs are used to measure your performance on these
contracts. In this regard, we note that these arrangements are
predominantly level of effort contracts, which are defined as
contracts that involve a defined number of hours or a defined
category of personnel. Also tell us whether your fixed price
service
contracts require any significant upfront costs.
Exhibit 23.1 Consent of KPMG LLP
4. Please provide us with your auditor`s consent that contains the
signature of the firm.
Form 12b-25 filed May 11, 2005
5. We note that certain generalized allegations were made by an
exiting employee relating to revenue accruals during the third and
fourth quarters of 2004 in one of your business units and the
Audit
Committee engaged outside advisors to review matters related to
these
allegations. From your press release dated May 16, 2005, we note
that the review has been completed. Provide us with a detailed
description of these allegations and the results of the work
performed by the outside advisors. Explain how you determined
that
there were no changes required to your previously announced
financial
results for the quarter and year ended December 31, 2004 and the
quarter ended March 31, 2005. Tell us how you considered these
generalized allegations in your assessment of disclosure controls
and
procedures as of March 31, 2005 and in your assessments of
disclosure
controls and procedures and internal control over financial
reporting
as of December 31, 2004.
* * * * *
As appropriate, please amend your filing and respond to
these
comments within ten business days or tell us when you will provide
us
with a response. Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. You
may wish to provide us with marked copies of any amendment to
expedite our review. Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
If you have any questions, please call Morgan Youngwood at
(202)
551-3479, Melissa Walsh at (202) 551-3224 or Stephen Krikorian at
(202) 551-3730.
Sincerely,
Stephen Kirkorian
Accounting Branch Chief
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Charles S. Ream
Anteon International Corporation
July 22, 2005
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