SEC Comment Letter for Red Violet, Inc. (RDVT) (CIK 0001720116) (RDVT) — Mar 5, 2018
Red Violet, Inc. (RDVT) (CIK 0001720116)
Date: March 5, 2018 · CIK: 0001720116 · Accession: 0000000000-18-006803
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File numbers found in text: 001-38407
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March 2, 2018 Derek Dubner Chief Executive Officer Red Violet, Inc. 2650 North Military Trail, Suite 300 Boca Raton, FL 33431 Re: Red Violet, Inc. Registration Statement on Form 10-12B Filed February 28, 2018 File No. 001-38407 Dear Mr. Dubner : We have reviewed your 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 amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tel l us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to co mments in our February 13, 2018 letter. Summary, page 1 1. You state that Cogint has agreed to contribute up to $20 million to Red Violet if requested by Red Violet. Please clarify the terms of this payment, including whether there are any conditions and uncertainties as to whether Red Violet may receive the entire $20 million contri bution. The Spin -Off Transition Services Agreement, page 30 2. Please revise to provide the material terms of the Transition Services Agreement including the services to be provided by Cogint and the services to be provided by Red Violet and related pay ments. The Transition Services Agreement indicates that these will be mutually agreed upon prior to the spin -off. Derek Dubner Red Violet, Inc. March 2, 2018 Page 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 50 3. Please revise to discuss the underlying reasons for the increase in accounts receivable and changes in other working capital accounts that impacted the amount of cash flows used in operating activities. Refer to Section IV.B of SEC Release 33 -8350. Consolidated and Combined Financial Statements Note 11. Commitments and contingencies (d) Guarantees, page F -21 4. Please refer to ASC 460 -10-50-4 and disclose the followin g related to your guarantee of Cogint debt : How the guarantee arose; The events or circumstances t hat would require you to per form under the guarantee; The current status of the guarantee; The current carrying amount of any liability for your obligation under the guarantee; The nature of any collateral or recourse provisions to recover any am ounts paid under the guarantee; and The approximate extent to which the proceeds from liquidation of assets held as collateral or by third parties would be expected to cover the maximum potential amount of future payments under the guarantee. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Derek Dubner Red Violet, Inc. March 2, 2018 Page 3 You may contact Rebekah Lindsey, Staff Accountant at (202) 551-3303 or me at (202) 551-3499 if you 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, you may contact Jan Woo, Legal Branch Chi ef, at (202) 551 -3453 with any other questions. Sincerely, /s/ Kathleen Collins Kathleen Collins Accounting Branch Chief Office of Information Technologies and Services cc: Josh Weingard, Esq. Corporate Counsel and Secretary Cogint, Inc. Michael Francis, Esq. Akerman LLP