cogint Provides Update on Spin-Off of Data and Analytics Subsidiary
02 March 2018 - 12:45AM
Business Wire
Cogint, Inc. (NASDAQ: COGT) announced today an update regarding
its pending spin-off of its wholly-owned data and analytics
subsidiary, Red Violet, Inc. (“Red Violet”), through a dividend to
shareholders.
“As we prepare for the spin-off of Red Violet to our
shareholders, it is important to us that we provide clarity to our
shareholders and the investment community regarding the strength of
our business today, and as two separate publicly-traded companies
going forward,” said Derek Dubner, CEO of cogint. “Today, cogint
has a well-capitalized balance sheet, unique and valuable
technology powering both our risk management and digital marketing
businesses, and strong product pipelines to propel our businesses
for years to come.”
The Company is providing the following additional and more
recent information regarding the spin-off:
- Strong current cash position of
approximately $30 million as of January 31, 2018, of which Red
Violet expects to have approximately $20 million in cash and no
debt at spin-off. No additional capital is needed to complete the
spin-off.
- Upon the spin-off, Fluent is expected
to be immediately profitable (i.e., positive Net Income on GAAP
basis), generating in excess of $1 million per month in positive
cash flow.
- Negotiated with lenders to refinance
existing debt balance with a goal to meaningfully reduce future
interest expense and debt-related costs. cogint expects to close
the refinancing at or around the time of the spin-off.
- On February 28, 2018, Red Violet filed
its Registration Statement on Form 10 with the SEC relating to the
spin-off, initiating the SEC’s review period. The Company plans to
announce a dividend record date upon the SEC’s clearance of the
Form 10.
The dividend is expected to be one share of Red Violet common
stock for every four to five shares of Cogint common
stock to shareholders as of a record date. The Company expects to
announce the record date for the spin-off dividend to shareholders
in the coming weeks. Following the spin-off, the common stock of
Red Violet is expected to trade immediately on the NASDAQ.
About cogint™
At cogint, we believe that time is your most valuable asset.
Through powerful analytics, we transform data into intelligence, in
a fast and efficient manner, so that our clients can spend their
time on what matters most – running their organizations with
confidence. Through leading-edge, proprietary technology and a
massive data repository, our data and analytical solutions harness
the power of data fusion, uncovering the relevance of disparate
data points and converting them into comprehensive and insightful
views of people, businesses, assets and their interrelationships.
We empower clients across markets and industries to better execute
all aspects of their business, from managing risk, conducting
investigations, identifying fraud and abuse, and collecting debts,
to identifying and acquiring new customers. At cogint, we are
dedicated to making the world a safer place, to reducing the cost
of doing business, and to enhancing the consumer experience.
Note to Investors Concerning Forward-Looking
Statements
This press release contains “forward-looking statements,” as
that term is defined under the Private Securities Litigation Reform
Act of 1995 (PSLRA), which statements may be identified by words
such as “expects,” “plans,” “projects,” “will,” “may,”
“anticipate,” “believes,” “should,” “intends,” “estimates,” and
other words of similar meaning. Such forward looking statements
include statements relating to whether cogint has strong product
pipelines to propel the business for years to come; whether Red
Violet will have approximately $20 million in cash and no debt upon
the spin-off; whether Fluent will be immediately profitable (i.e.
positive Net Income on GAAP basis), generating in excess of $1
million per month in positive cash flow; whether cogint is able to
refinance its existing debt balance at closing; whether cogint will
be able to achieve SEC clearance of Red Violet’s registration
statement and the other conditions for the Red Violet spin-off;
whether cogint will announce a record date for the Red Violet
spin-off in the coming weeks; whether the spin-off dividend will be
one share of Red Violet common stock for every four to five shares
of cogint shares on the record date; and whether the Red Violet
spin-off common stock is expected to trade immediately on the
Nasdaq. Readers are cautioned not to place undue reliance on these
forward-looking statements, which are based on our expectations as
of the date of this press release and speak only as of the date of
this press release and are advised to consider the factors listed
above together with the additional factors under the heading
“Forward-Looking Statements” and “Risk Factors” in the Company’s
Annual Report on Form 10-K, as may be supplemented or amended by
the Company’s Quarterly Reports on Form 10-Q and other SEC filings,
as well as other non-historical statements about our expectations,
beliefs or intentions regarding our business, technologies and
products, financial condition, strategies or prospect. We undertake
no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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Alex Partners, LLCScott Wilfong,
425-242-0891PresidentScott@alexpartnersllc.com
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