Record Revenue and Adjusted EBITDA with
Continued Margin Expansion as Company Spins Off its Data and
Analytics Business
Cogint, Inc. (NASDAQ:COGT), a leading provider of information
and performance marketing solutions, today announced financial
results for the quarter and full year ended December 31, 2017.
“2017 was another strong year for cogint, generating sequential
record revenues, strengthening gross margins, and an improving
bottom line,” stated Derek Dubner, cogint’s CEO. “With
approximately $30 million in cash currently on our balance sheet
and the imminent spin-off of Red Violet as a dividend to our
shareholders, we are excited to set the course for two strong,
independent NASDAQ-listed companies as they enter the next phase of
expansion.”
Fourth Quarter 2017 Financial Results
For the three months ended December 31, 2017, as compared to the
three months ended December 31, 2016:
- Total revenue increased 9% to $59.2
million.
- Information Services revenue increased
27% to $20.5 million.
- Performance Marketing revenue increased
2% to $38.7 million.
- Net loss was $6.0 million (inclusive of
tax benefit of $0 million and non-cash items totaling $11.0
million) compared to $5.4 million (inclusive of tax benefit of $2.5
million and non-cash items totaling $10.8 million).
- Adjusted EBITDA grew 36% to $8.6
million.
Full Year 2017 Financial Results
For the year ended December 31, 2017, as compared to the year
ended December 31, 2016:
- Total revenue increased 18% to $220.3
million.
- Information Services revenue increased
41% to $78.4 million.
- Performance Marketing revenue increased
8% to $141.9 million.
- Net loss was $53.2 million (inclusive
of tax benefit of $0 million and non-cash items totaling $52.8
million) compared to $29.1 million (inclusive of tax benefit of
$14.0 million and non-cash items totaling $47.2 million).
- Adjusted EBITDA grew 62% to $24.2
million.
Use of Non-GAAP Financial Measures
Management evaluates the financial performance of our business
on a variety of key indicators, including adjusted EBITDA. Adjusted
EBITDA is a non-GAAP financial measure equal to net loss, the most
directly comparable financial measure based on US GAAP, adding back
net loss from discontinued operations, interest expense, income tax
benefit, depreciation and amortization, share-based compensation
expense, litigation costs, acquisition and restructuring costs,
write-off of long-lived assets, and other adjustments.
Conference Call
Cogint, Inc. will host a conference call on Wednesday, March 14,
2018 at 4:30 PM ET to discuss its 2017 fourth quarter and full year
financial results. To listen to the conference call on your
telephone, please dial (866) 270-1533 for domestic callers or (412)
317-0797 for international callers. To access the live audio
webcast, visit the cogint website at www.cogint.com. Please login
at least 15 minutes prior to the start of the call to ensure
adequate time for any downloads that may be required. Following
completion of the earnings call, a recorded replay of the webcast
will be available for those unable to participate. To listen to the
telephone replay, please dial (877) 344-7529 or (412) 317-0088 with
the replay passcode 10117772. The replay will also be available for
one week on the cogint website at www.cogint.com.
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.
RELATED LINKS: http://www.cogint.com
FORWARD-LOOKING STATEMENTS
This press release and the conference call
contain "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 are subject to risks and uncertainties
that are often difficult to predict, are beyond our control and
which may cause results to differ materially from expectations,
including whether the spin-off will be completed and whether cogint
and Red Violet will be two strong, independent public companies.
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 the conference call and speak
only as of the date of this press release and the conference call
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. We undertake
no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law.
COGINT, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
December 31, 2017 December 31, 2016
ASSETS:
Current assets: Cash and cash equivalents $ 16,629 $ 10,089
Accounts receivable, net of allowance for doubtful accounts of
$1,852 and $790
at December 31, 2017 and 2016,
respectively
37,928 30,958 Prepaid expenses and other current assets
2,424 2,053 Total current assets 56,981 43,100 Property and
equipment, net 1,778 1,350 Intangible assets, net 89,707 98,531
Goodwill 166,256 166,256 Other non-current assets 2,277
2,674
Total assets $ 316,999 $ 311,911
LIABILITIES AND
SHAREHOLDERS’ EQUITY:
Current liabilities: Trade accounts payable $ 11,585 $ 14,725
Accrued expenses and other current liabilities 18,146 6,981
Deferred revenue 298 318 Current portion of long-term debt
2,750 4,135 Total current liabilities 32,779 26,159
Promissory notes payable to certain shareholders, net 10,837 10,748
Long-term debt, net 49,376 35,130 Acquisition consideration payable
in stock - 10,225
Total liabilities
92,992 82,262 Shareholders' equity: Preferred stock—$0.0001
par value, 10,000,000 shares authorized;
0 share issued and outstanding at December
31, 2017 and 2016
- - Common stock—$0.0005 par value, 200,000,000 shares authorized;
61,631,573
and 53,717,996 shares issued at December
31, 2017 and 2016, respectively;
and 61,279,050 and 53,557,761 shares
outstanding at December 31, 2017 and 2016,
respectively
31 27 Treasury stock, at cost, 352,523 and 160,235 shares at
December 31, 2017 and 2016,
respectively
(1,274 ) (531 ) Additional paid-in capital 392,687 344,384
Accumulated deficit (167,437 ) (114,231 )
Total
shareholders’ equity 224,007 229,649
Total
liabilities and shareholders’ equity $ 316,999 $ 311,911
COGINT, INC. CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE LOSS (Amounts in thousands,
except share data) Year Ended December 31,
2017 2016 2015 Revenue $ 220,268
$ 186,836 $ 14,091
Costs and expenses: Cost of revenue
(exclusive of depreciation and
amortization)
147,407 133,798 10,253 Sales and marketing expenses 20,570 16,296
2,925 General and administrative expenses 76,990 54,094 44,472
Depreciation and amortization 14,193 12,631 841 Write-off of
long-lived assets 3,626 4,055 -
Total costs
and expenses 262,786 220,874 58,491
Loss from operations (42,518 ) (34,038 ) (44,400 )
Other
expense: Interest expense, net (9,683 ) (7,593 ) (468 )
Contingent earn-out costs - - (14,300 ) Other expenses, net
(1,005 ) (1,497 ) -
Total other expense
(10,688 ) (9,090 ) (14,768 )
Loss before income
taxes (53,206 ) (43,128 ) (59,168 )
Income taxes
- (14,042 ) (16,583 )
Net loss from continuing
operations (53,206 ) (29,086 ) (42,585 )
Discontinued
operations: Pretax loss from operations of discontinued
operations - - (1,236 ) Pretax loss on disposal of discontinued
operations - - (41,095 ) Income taxes - - 127
Net loss from discontinued operations - - (42,458 ) Less:
Non-controlling interests - - (508 )
Net
loss from discontinued operations attributable
to cogint
- - (41,950 )
Net loss attributable to
cogint $ (53,206 ) $ (29,086 ) $ (84,535 )
Loss per
share: Basic and diluted Continuing operations $ (0.96 ) $
(0.65 ) $ (3.27 ) Discontinued operations - -
(3.22 ) Basic and diluted $ (0.96 ) $ (0.65 ) $ (6.48 )
Weighted
average number of shares outstanding: Basic and diluted
55,648,235 44,536,906 13,036,082
Comprehensive
loss: Net loss attributable to cogint $ (53,206 ) $ (29,086 ) $
(84,535 ) Foreign currency translation adjustment: Unrealized - -
(130 ) Realized upon the disposal of discontinued operations
- - 130
Net comprehensive loss attributable to
cogint $ (53,206 ) $ (29,086 ) $ (84,535 )
COGINT,
INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands, except share data) Year
Ended December 31, 2017 2016
2015 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss
attributable to cogint $ (53,206 ) $ (29,086 ) $ (84,535 ) Less:
Loss from discontinued operations, net of tax - - (41,950 )
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization 14,193 12,631 841 Non-cash interest
expenses and related amortization 3,027 2,519 151 Share-based
compensation expense 33,996 29,249 34,160 Non-cash contingent
earn-out costs - - 14,300 Non-cash loss on amendments of warrants
1,005 1,273 - Write-off of long-lived assets 3,626 4,055 -
Provision for bad debts 2,020 772 213 Deferred income tax benefit -
(14,129 ) (16,460 ) Changes in assets and liabilities: Accounts
receivable (8,990 ) (5,833 ) (893 ) Prepaid expenses and other
current assets (371 ) 2,095 (1,574 ) Other non-current assets 397
(1,359 ) (513 ) Trade accounts payable (3,140 ) 3,565 142 Accrued
expenses and other current liabilities 9,815 (3,136 ) 1,642 Amounts
due to related parties - - (66 ) Deferred revenue (20 )
(517 ) 306 Net cash provided by (used in) operating
activities from continuing
operations
2,352 2,099 (10,336 ) Net cash used in operating activities from
discontinued operations - - (337 ) Net cash
provided by (used in) operating activities 2,352
2,099 (10,673 ) CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,247 ) (762 ) (662 ) Purchase
of intangible assets - - (250 ) Capitalized costs included in
intangible assets (6,880 ) (10,164 ) (3,065 ) Proceeds from reverse
acquisition - - 3,569 Acquisition, net of cash acquired - (50 )
(93,276 ) Deposits as collateral - (1,050 ) -
Net cash used in investing activities from continuing operations
(8,127 ) (12,026 ) (93,684 ) Net cash used in investing activities
from discontinued operations - - (121 ) Net
cash used in investing activities (8,127 ) (12,026 )
(93,805 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds
from issuance of shares, net of issuance costs - 10,079 59,180
Proceeds from exercise of warrants by certain warrant holders 3,485
- - Proceeds from debt obligations, net of debt costs 13,883 (682 )
52,764 Repayments of long-term debt (4,310 ) (2,250 ) - Taxes paid
related to net share settlement of vesting of restricted
stock units
(743 ) (1,193 ) - Sale of treasury stock - 600
- Net cash provided by financing activities 12,315
6,554 111,944
Net increase (decrease) in cash and cash
equivalents $ 6,540 $ (3,373 ) $ 7,466 Cash and cash
equivalents at beginning of period 10,089 13,462
5,996
Cash and cash equivalents at end of period $
16,629 $ 10,089 $ 13,462 SUPPLEMENTAL DISCLOSURE INFORMATION Cash
paid for interest $ 6,706 $ 3,795 $ 3 Cash paid (refunded) for
income taxes $ - $ 87 $ (123 ) Share-based compensation capitalized
in intangible assets $ 1,296 $ 1,154 $ 363 Issuance of common stock
to a vendor for services rendered $ - $ 146 $ - Issuance of common
stock to settle acquisition consideration payable
in connection with Q Interactive
acquisition
$ 10,225 $ - $ - Debt issuance costs - amendment of warrants in
connection with the
term loans
$ (350 ) $ - $ - Classification of puttable common stock that may
require cash
settlement as liabilities
$ 1,350 $ - $ - Fair value of acquisition consideration - the
reverse acquisition with Tiger Media $ - $ - $ 44,112 - Fluent
acquisition $ - $ - $ 123,766 - Q Interactive acquisition $ - $
21,431 $ - Warrants issued in relation to the term loans $ - $ 492
$ 1,586 Series B Preferred issued in relation to the promissory
notes $ - $ - $ 413
Use and Reconciliation of Non-GAAP Financial Measures
Management evaluates the financial performance of our business
on a variety of key indicators, including adjusted EBITDA. Adjusted
EBITDA is a non-GAAP financial measure equal to net loss, the most
directly comparable financial measure based on US GAAP, adding back
net loss from discontinued operations, interest expense, income tax
benefit, depreciation and amortization, share-based compensation
expense, litigation costs, acquisition and restructuring costs,
write-off of long-lived assets, and other adjustments, as noted in
the tables below.
Year Ended December 31, (In thousands)
2017 2016 2015 Net loss
attributable to cogint $ (53,206 ) $ (29,086 ) $ (84,535 ) Net
loss from discontinued operations attributable to cogint - - 41,950
Interest expense, net 9,683 7,593 468 Income tax benefit - (14,042
) (16,583 ) Depreciation and amortization 14,193 12,631 841
Share-based compensation expense 33,996 29,249 34,160 Litigation
costs 9,395 2,588 1,483 Acquisition and restructuring costs 5,541
488 1,268 Write-off of long-lived assets 3,626 4,055 - Non-cash
loss on amendments of warrants 1,005 1,273 - Contingent earn-out
costs - - 14,300 Non-recurring fund-raising costs -
224 -
Adjusted EBITDA $ 24,233 $ 14,973 $ (6,648 )
Three Months Ended
(In thousands) December 31, 2017 December
31, 2016 Net loss attributable to cogint $ (5,977 ) $
(5,386 ) Interest expense, net 2,585 2,032 Income tax benefit -
(2,523 ) Depreciation and amortization 3,733 3,519 Share-based
compensation expense 6,294 7,308 Non-cash loss on amendments of
warrants 1,005 - Acquisition-related costs 749 57 Non-recurring
legal and litigation costs 225 1,095 Non-recurring fund-raising
costs - 224
Adjusted EBITDA $ 8,614 $ 6,326
We present adjusted EBITDA as a supplemental measure of our
operating performance because we believe it provides useful
information to our investors as it eliminates the impact of certain
items that we do not consider indicative of our cash operations and
ongoing operating performance. In addition, we use it as an
integral part of our internal reporting to measure the performance
of our reportable segments, evaluate the performance of our senior
management and measure the operating strength of our business.
Adjusted EBITDA is a measure frequently used by securities
analysts, investors and other interested parties in their
evaluation of the operating performance of companies similar to
ours and is an indicator of the operational strength of our
business. Adjusted EBITDA eliminates the uneven effect across all
reportable segments of considerable amounts of non-cash
depreciation and amortization, share-based compensation expense and
write-off of long-lived assets.
Adjusted EBITDA is not intended to be a performance measure that
should be regarded as an alternative to, or more meaningful than,
either operating income or net income as indicators of operating
performance or to cash flows from operating activities as a measure
of liquidity. The way we measure adjusted EBITDA may not be
comparable to similarly titled measures presented by other
companies, and may not be identical to corresponding measures used
in our various agreements.
Spin-off of Red Violet
On February 12, 2018, the Company’s Board of Directors approved
a plan to spin-off its data and analytics business, Red Violet,
earlier than anticipated (the “Spin-off”). The Spin-off, which is
governed by a Separation and Distribution Agreement as well as
other related agreements between cogint and Red Violet, each
entered into on February 27, 2018 (collectively, the “Spin-off
Agreements”). The Company will contribute $20.0 million in cash to
Red Violet upon completion of the Spin-off. Red Violet has filed
with the SEC a Registration Statement on Form 10, registering under
the Exchange Act, the shares of Red Violet to be distributed in
the Spin-off. As a result, upon completion of
the Spin-off, cogint stockholders will hold shares of two
public companies, cogint and Red Violet. cogint common stock will
continue trading on The NASDAQ Stock Market (“NASDAQ”).
On March 7, 2018, the Company announced that the Board of
Directors established March 19, 2018 as the record date (the
“Record Date”) and March 26, 2018 as the distribution date (the
“Distribution Date”) for the Spin-off. On March 9, 2018, in order
to meet NASDAQ initial listing requirement of a minimum $4.00 bid
price, the Company adjusted the Spin-off ratio so that on the
Distribution Date, stockholders of the Company will receive, by way
of a dividend, one share of Red Violet common stock for each 7.5
shares of cogint common stock held as of the Record Date. On March
13, 2018, NASDAQ approved Red Violet’s application to list its
common stock on NASDAQ under the symbol “RDVT.”
Pro forma of cogint reflecting the Spin-off of Red Violet
(unaudited)
The following table includes the unaudited condensed
consolidated pro forma statements of operations of cogint for the
years ended December 31, 2017 and 2016 as if the Spin-off of Red
Violet had been completed as of the beginning of the periods being
presented.
Pro
Forma Year Ended December 31, (In thousands)
2017 2016 Revenue $ 211,690 $ 182,251
Costs and expenses: Cost of revenue (exclusive of
depreciation and amortization) 140,341 129,492 Sales and marketing
expenses 16,176 13,501 General and administrative expenses 29,895
22,163 Depreciation and amortization 13,055 12,024 Write-off of
long-lived assets 3,626 -
Total costs and
expenses 203,093 177,180
Income from
operations 8,597 5,071 Interest expense, net (5,653 )
(4,587 )
Income before income taxes 2,944 484 Income
taxes 1,122 184
Net income $ 1,822 $ 300
Earnings per share: Basic $ 0.03 $ 0.01 Diluted $ 0.02 $ -
Weighted average number of shares outstanding: Basic
72,369,185 57,322,752 Diluted 75,491,094
60,255,704
The unaudited pro forma disclosure gives effect to the following
transactions and events as if they occurred at the beginning of the
periods presented:
- Pursuant to the Spin-off Agreements
mentioned above, cogint will spin-off Red Violet by distributing
100% of Red Violet’s common stock to holders of cogint’s common
stock and certain warrants, as a stock dividend on the Record Date
of the Spin-off. Upon the Spin-off, cogint will continue to trade
on the NASDAQ, with Fluent being its wholly-owned subsidiary.
- Certain corporate expenses, such as
corporate expenses related to legal services, accounting and
finance services, and other professional services, incurred during
the years ended December 31, 2017 and 2016 were allocated to cogint
assuming the Spin-off occurred at the beginning of the periods
presented. In addition, the pro forma also includes the impact of
additional restricted stock units (“RSUs”) to be granted to the new
cogint directors, and additional costs in relation to transition
period services provided to cogint by Red Violet.
- cogint will refinance its debt upon the
Spin-off of Red Violet. In preparation of the pro forma, we used
the assumption of a five-year long-term debt in the aggregate
amount of $70.0 million, with an estimated annual interest rate of
8.5%.
- On March 12, 2018, cogint accelerated
the outstanding shares of stock options, RSUs and restricted stock
held by certain employees, consultants, and directors, including
only those employees who will continue with Red Violet upon
completion of the Spin-off, subject to such employees still being
employed or providing services on the acceleration date. The
related compensation expense will be recorded fully in the
discontinued operations prior to the Spin-off.
- Income taxes are based on an expected
effective income tax rate of 38.1%. As a result of the tax reform
legislation commonly known as the Tax Cuts and Jobs Act of 2017
(the “Act”), enacted on December 22, 2017, we expect the effective
income tax rate to be lowered going forward.
- The pro forma basic weighted average
number of shares outstanding is primarily computed based on the
basic weighted average number of shares outstanding of cogint, plus
the number of accelerated or vested but not delivered shares of
RSUs previously granted to employees, consultants, and directors,
including only those employees who will continue with Red Violet
upon completion of the Spin-off. The pro forma diluted weighted
average number of shares outstanding is primarily computed based on
the pro forma basic weighted average number of shares outstanding,
plus the outstanding RSUs that are not subject to
acceleration.
We will continue to evaluate the financial performance of cogint
after the Spin-off on a variety of key indicators, including
adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure
equal to net income, the most directly comparable financial measure
based on US GAAP, adding back interest expense, income tax expense,
depreciation and amortization, share-based compensation expense,
write-off of long-lived assets and other adjustments, as noted in
the table below. Also see “Use and Reconciliation of Non-GAAP
Financial Measures” above for details.
Pro
Forma Year Ended December 31, (In thousands)
2017 2016 Net income $ 1,822 $
300 Interest expense, net 5,653 4,587 Income tax expense 1,122 184
Depreciation and amortization 13,055 12,024 Share-based
compensation expense 7,608 5,897 Write-off of long-lived assets
3,626 - Litigation costs 204 106 Acquisition and restructuring
costs 890 488
Adjusted EBITDA $ 33,980 $
23,586
The unaudited pro forma financial information is presented for
informational purposes only, and may not necessarily reflect our
future results of operations or what the results of operations
would have been had we completed the Spin-off of Red Violet as of
the beginning of the periods presented.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180314005963/en/
Investor Relations:Alex Partners, LLCScott Wilfong,
425-242-0891PresidentScott@alexpartnersllc.com
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