SEC Comment Letter for Red Violet, Inc. (RDVT) (CIK 0001720116) (RDVT) — Jan 25, 2018
Red Violet, Inc. (RDVT) (CIK 0001720116)
Date: Jan. 25, 2018 · CIK: 0001720116 · Accession: 0000000000-18-002812
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 January 25, 2018 Derek Dubner Chief Executive Officer Red Violet, Inc. 2650 North Military Trail, Suite 300 Boca Raton, FL 33431
Re: Red Violet, Inc. Amendment No. 1 to Draft Registration Statement on Form 10 Submitted January 9, 2018 CIK No. 0001720116
Dear Mr. Dubner :
We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumst ances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, our references to prior comments are to com ments in our December 1, 2017 letter .
Business
Concentration of Suppliers, page 44
1. We note the disclosure you have added in this section in response to prior comment 3 regarding your contract with your largest data supplier. The identity of this princi pal supplier appears to be material and should be disclosed. Please revise. See Item 101(h)(4)(v) of Regulation S -K.
Derek Dubner Red Violet, Inc. January 25, 2018 Page 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Use and Reconciliation of Non -GAAP Financial Me asures, page 51
2. Please tell us how you determined that litigation costs included in your adjusted EBITDA calculations are non -recurring in nature. Alternatively, revise to remove the reference to non-recurring in this line item description. Refer to Ite m 10(e)(1)(ii)(B) of Regulation S - K and Question 102.03 of the Non -GAAP Compliance and Disclosure Interpretations.
You may contact Rebekah Lindsey, Staff Accountant, at (202) 551 -3303 or Kathleen Collins, Accounting Branch Chief, at (202) 551 -3499 if yo u have questions regarding comments on the financial statements and related matters. Please contact Matthew Derby, Attorney - Advisor, at (202) 551 -3334 or , in his absence, the undersigned at (202) 551 -3453 . If you require further assistance, please contac t Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Jan Woo
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Mail Stop 4561 January 25, 2018 Derek Dubner Chief Executive Officer Red Violet, Inc. 2650 North Military Trail, Suite 300 Boca Raton, FL 33431 Re: Red Violet, Inc. Amendment No. 1 to Draft Registration Statement on Form 10 Submitted January 9, 2018 CIK No. 0001720116 Dear Mr. Dubner : We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumst ances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, our references to prior comments are to com ments in our December 1, 2017 letter . Business Concentration of Suppliers, page 44 1. We note the disclosure you have added in this section in response to prior comment 3 regarding your contract with your largest data supplier. The identity of this princi pal supplier appears to be material and should be disclosed. Please revise. See Item 101(h)(4)(v) of Regulation S -K. Derek Dubner Red Violet, Inc. January 25, 2018 Page 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Use and Reconciliation of Non -GAAP Financial Me asures, page 51 2. Please tell us how you determined that litigation costs included in your adjusted EBITDA calculations are non -recurring in nature. Alternatively, revise to remove the reference to non-recurring in this line item description. Refer to Ite m 10(e)(1)(ii)(B) of Regulation S - K and Question 102.03 of the Non -GAAP Compliance and Disclosure Interpretations. You may contact Rebekah Lindsey, Staff Accountant, at (202) 551 -3303 or Kathleen Collins, Accounting Branch Chief, at (202) 551 -3499 if yo u have questions regarding comments on the financial statements and related matters. Please contact Matthew Derby, Attorney - Advisor, at (202) 551 -3334 or , in his absence, the undersigned at (202) 551 -3453 . If you require further assistance, please contac t Barbara C. Jacobs, Assistant Director, at (202) 551 -3730. Sincerely, /s/ Jan Woo Jan Woo Legal Branch Chief Office of Information Technologies and Services cc: Josh Weingard, Esq. Corporate Counsel and Secretary Cogint, Inc.