| (1) | An annual fixed-price servicerisk with all additional products requiring an active subscription to its base subscription product (the “Fundamental Service”):
| (1) | The Fundamental Service provides subscribers with unlimited usage and coverage of public and private companies, featuring multi-period spreads of financial reports and ratio analysis, credit risk scores, payment-behavior scores, trend reports, peer analysis, as well as up-to-date financial news screened specifically for usefulnessmateriality in credit evaluation. Another feature of the serviceFundament Service is the notification and delivery of this news via email, concerning only companies of interest to the subscriber. This servicefeature is supplemented with trade receivable data contributed mainly by CreditRiskMonitor’s subscribers,through the Company’s Trade Contributor Program, as well as U.S. public-record filing information (i.e., suits, liens, judgments, and bankruptcy information) covering millions of public and private U.S. companies. Made available in 2011 as a partThe Company’s Fundamental Services is delivered via its web platform and is highly structured, enabling the tracking of the Fundamental Service, the IRA Counterparty Quality (“CQ”) score is a predictor of bank failuresubscriber usage information for U.S. banks.over 15 years, through many financial shifts. |
Subscribers can purchase a more limited version of the Fundamental Service coverage of just U.S., Canadian, Mexican and Caribbean companies (the “North American Service”) for a lower annual fee. The Company’s flagship version of the Fundamental Service (the “Worldwide Service”) covers all public and millions of private non-financial companies internationally.
Subscribers can purchase expanded U.S. private company coverage (the “Experian FSR Scores Enhancement”) via CreditRiskMonitor’s redistribution of Experian’s Financial Stability Risk (“FSR”) Score for an additional annual fee. The Experian FSR Scores Enhancement provides access to financial distress scores on 3 million private U.S. companies.
Subscribers to the Worldwide Service can purchase expanded European private company coverage (the “European Private Data Enhancement”) for an additional annual fee. The European Private Data Enhancement provides access to data covering 10 European countries, over 250,000 additional private company FRISK® scores, over 1.2 million Altman Z”-Scores, and over 9 million businesses with financial statements.
The Fundamental Service features the Company’s proprietary credit scores,scores: the FRISK® score and the PAYCE® scores.score. These proprietary scores indicatesindicate the level of financial distress, by predicting the probability of bankruptcy within the next 12 months at public and private companies, respectively. The scores provide clientssubscribers with a fast, consistent method for identifying those companies at greatest risk.
| i. | The FRISK® score is updated daily, based on the latest information available to the Company, and is derived from a structural statistical model back-tested using company data and bankruptcies between 2003 and 2013. This period covers 9,600 unique businesses and includes 580 bankruptcies over a period that includes the Great Recession. As of June 2016, the FRISK® score became even more predictive as we now factor in, when available, anonymous, aggregate crowd-sourced usage data from our subscribers – the FRISK® score can now predict public company bankruptcy risk with 96% accuracy within a 12-month period. The Company believes that some of the mostbankruptcies. Many experienced and knowledgeable credit and risk professionals use its website every daythe Company’s Fundamental Service routinely to analyze the companies with whom they do business with. When thebusiness. The Company has collected anonymous usage information from its subscribers since 2003 and was able to develop an independently predictive, corporate bankruptcy risk model trained on this aggregated data. The Company’s modeling confirmed that when its subscribers are concerned with a risky company, they investigate that company more closely, in what we have found to be distinct behavioral patterns. With this anonymous,When such patterns occur in aggregate, behavior included, the FRISK® scoreherd signal is more sensitive and accurate, moving a relatively small, but largely important segmentpredictive of businesses from risky to riskier.increased bankruptcy risk. Essentially, when credit professionals start looking more closely as a group, there is usually somethinga growing concern that can result in the reduction or even elimination of trade credit extension, specifically at one of the most critical financing times for a corporation. In 2016, the FRISK® score was retrained and augmented to be seen. include this proprietary, aggregate sentiment input. The resulting enhanced FRISK® score more accurately classifies the risk level of the riskiest corporations and can predict public company bankruptcy risk with 96% accuracy within 12 months. The accuracy level of the FRISK® score is monitored, at least annually, by our Quality Assurance and Data Science teams and has maintained or surpassed its benchmark 96% accuracy since 2016. Calculation of the FRISK® score involves preparation of data from multiple sources, the use of executable software created expressly by and owned by the Company, as well as sophisticated algorithms and weighting techniques whichthat are proprietary Company trade secrets. To its knowledge,It appears that CreditRiskMonitor is the only company currently using crowdsourcing of subscriber activity in generating a financial risk score. The Company’s website is highly structured, enabling it to track very specific patterns of use through its sophisticatedIn 2021, the FRISK® score covered approximately 300,000 public and proprietary algorithms, which means the Company has been able to analyze click patterns for the past 10 years, through many financial shifts. At the end of 2018, the Fundamental Service covered over 56,000 publicprivate companies worldwide, totaling approximately $63.8an estimated $91.4 trillion in corporate revenue compared to worldestimated global Gross Domestic Product (“GDP”) of $80.7 trillion. Subscribers may opt, at lower prices, for limited regional coverage, i.e., “North American Service” for coverage of just U.S., Canadian, Mexican and Caribbean companies.$89.4 trillion3. |
| ii. | The PAYCE®PAYCE® score provides a highly accurate measure of financial stress when no financial statements are available for private companies. It utilizes payment data collected and processed through the Company’s Trade Contribution Program as well as U.S. federal tax lien data from CreditRiskMonitor’s extensive database, analyzed with sophisticated deep neural network modeling technology to deliver a 75%70% accurate score on approximately 80,00094,000 private companies.companies in the United States and Canada. Unlike other payment basedpayment-based models, a PAYCE®PAYCE® score is only calculated when there is both a sufficient number of trade contributors (3) and trade lines (8) on a company for the analysis. |
In addition, the Company sells its Credit Limit Service on an annual subscription basis. Available since 2007, this interactive service helps credit managers to manage credit line limits for their customers, in light of changes in the companies’ financial strength. This service monitors daily changes in a customized recommended credit limit for each customer and generates alert messages to subscribers as requested, so they can take immediate action when a customer’s circumstances change. This Credit Limit Service is fully integrated with the Fundamental Service, which provides analytical depth to subscribers when questions arise or more analysis is needed. It is only sold in conjunction with the Fundamental Service, for
| (2) | The Credit Limit Service product, an add-on subscription service, helps subscribers manage credit line limits for their customers, in light of changes in the customers’ financial strength. Available since 2007, this interactive product monitors daily changes in a customized recommended credit limit for each customer and generates alert messages to subscribers as requested, so they can take immediate action when a customer’s circumstances change. The Credit Limit Service is fully integrated with the Fundamental Service, allowing subscribers to engage in deep analysis when specific credit line limits are questioned or further explanations are required. The additional fee. The fee is based, in part, on the number of companies evaluated during the annual subscription period, and includes email monitoring alerts. |
3 Based on the numberFY2020 global GDP of companies evaluated during$84.7 trillion and estimated 2021 GDP growth rate of 5.5% as reported by the annual subscription period, and includes email monitoring alerts.World Bank
| (2)(3) | The Financial Statement Sourcing,Processing (“FSP”) product, an add-on subscription service, which provides customerssubscribers a flexible optionsoption to help ease their process in the collection, data entry, and standardization of private company financial statements.statements, as well as providing private company FRISK® scores featuring accuracy levels in the 90%+ range1 and peer analysis to public company comparable. The FSP product is sold in blocks of 10 credits, with a single credit used for each counterparty processed during the annual subscription period. Credits expire at the end of each annual subscription period. |
| (3)(4) | Single credit reports on anyConfidential Financial Statement (“CFS”) product, an add-on subscription service, provides subscribers a flexible option to help ease their process in the standardization of private company financial statements and provides private company FRISK® scores featuring accuracy levels in the 90%+ range1 and peer analysis to public company comparable. This product is offered at a lower cost per private counterparty processed than the FSP product, as the subscriber is responsible for the data entry of the private counterparty statements via forms on the Company’s web-based platform. The additional fee is based, for subscribers with existing usage, on the high-watermark of the number of companies processed over 56,000 companies covered in item (1) above. These reports are sold mainly via credit card and obtained via the Internet. Email alerts are not available with this single-report service.past 3 annual subscription periods. |
| (4) | Individual credit reports on approximately 20 million foreign public and private companies. These reports are purchased by CreditRiskMonitor through an affiliation with a third-party supplier and sold to CreditRiskMonitor subscribers. |
The viability and potential of CreditRiskMonitor’s business isare made possible by the following characteristics:
| ·• | Low price. The prices of CreditRiskMonitor’s servicesSaaS subscription products are low as compared to a subscriber’s possible losses from not gettingbeing paid, and are low as compared to the cost of most competitive credit reportanalysis products. |
| ·• | Non-cyclical. As economic growth slows, general corporate credit risk usually increases and the credit manager’s function rises in importance and complexity. Additionally, products that allow credit managers to perform their jobs more efficiently and cost effectively,cost-effectively, as compared to competitive services, should gain market share in most business environments and especially during a downturn. In a contracting business environment, many companies face increasing price competition, which should accelerate their shift to lower costlower-cost technologies and providers, such as CreditRiskMonitor. CreditRiskMonitor’s business and recurring revenues have continued to grow as world economic growth slowed or declined. Over the last ten years the issuance of corporate “junk bonds” and other debt by public companies and public debt by private companies (LBO’s,(LBOs, etc.), and the development of credit instruments to hedge default and interest rate risk (i.e., credit derivatives) has increased dramatically. It is difficult to get a complete or totallyvery accurate number of the totals, but according to the Bank for International Settlements, as of June 20182021, the total “notional”notional value of Over the CounterOver-the-Counter Credit Default Swap Derivatives was $10.3 trillion. This was down from the peak value of $58.2$610 trillion at the end of 2007 and from $24.3 trillion at the end of 2013. To put this in4. For perspective, in 2017 the world GDP was $80.7estimate for the full year is approximately $89 trillion and the market value of all worldwide domestic equity at December 31, 2018 was approximately $73.7 trillion.$120 trillion5. Thus, publicly listedpublicly-listed companies and private companies with public debt have a vulnerability to business cycle contraction and the attendant market risks for interest rates and stock markets. Large over-the-counter debt and generally high market uncertainty indicate continued high risk and complexity extending commercial trade credit to many companies and putsputting a premium on the speed and analytic strength of CreditRiskMonitor’s service.products. |
4 As reported by the Bank of International Settlements (“BIS”) in a Statistical Release on November 15, 2021 5 As reported by the Securities Industry and Financial Markets Association (“SIFMA”) in its Global Equity Market Primer issued on November 9, 2021
| ·• | Recurring revenue stream. The recurring annual revenue stream of its SaaS subscription fee model gives the Company stability not found in a one-time sale product-basedtraditional, non-subscription company. |
| ·• | Profit multiplier. Some of the Company’s basic costs are being reduced. On a broad generic basis, the prices of computer hardware, software, and telecommunications have been coming down for all buyers, including CreditRiskMonitor. In addition, CreditRiskMonitor has automated a significant amount of the processes used to create and deliver its service;SaaS subscription products; therefore, its production costs, apart from the development cost of enhancing and upgrading the Company’s website,web platform, are relatively stable over a wide range of increasing revenue. Offsetting these cost reductions is the cost of increasing the data content of CreditRiskMonitor’s servicesSaaS subscription products if the Company chooses to increase content and not raise its prices to cover these additional costs. |
| ·• | Self-financing. CreditRiskMonitor’s business has no inventory, manufacturing, or warehouse facilities, and paymentpayments for the subscription service isits products are made early in the subscription cycle.period with nearly all subscribers paying annual fees without termination for convenience rights as opposed to monthly or quarterly contracts. Thus, the Company’s business is characterized byhas a low capital-intensity,capital intensity and yet it is a business capable of generating high margins and sufficient positive cash flow to grow the business organically with little need for external capital. |
| ·• | Management. CreditRiskMonitor has in-place an experienced management team with proven talent in business credit evaluation systems and InternetSaaS web development. The Company’s senior management team has an average tenure of over 15 years. |
The Company’s Goals
| ·• | Growth in U.S. market share. Faced with a dominant U.S. competitor, Dun & Bradstreet, as well as several other larger competitors, the Company’s primary goal is to gain market share. The Company believes that many potential customerssubscribers are unaware of its service,SaaS subscription products, while many others who are aware of CreditRiskMonitor have not evaluated its service.products. |
| ·• | International penetration. Foreign companies doing business within the U.S. or other foreign countries may have the same need as domestic companies for CreditRiskMonitor’s credit analysis of U.S. and foreign companies. Internationally, the Internet provides a mechanism for rapid and inexpensive marketing and distribution of CreditRiskMonitor’s service.SaaS subscription products. |
| ·• | Broaden the services supplied.supplied. Revenue per subscriber may increase over time as the Company adds functionality, content, and content.new products. Also, revenue per clientsubscriber should increase over time as the Company sells additional passwordsseat licenses (upsell) and products (cross-sell) to existing clients.subscribers. |
| ·• | Lowest cost provider. CreditRiskMonitor’s sourcing, analysis, and preparation of data into a usable form isare highly automated. CreditRiskMonitor delivers all of its information to customerssubscribers via the Internet and there is automation between the sourcing of data and delivery of a company credit report to a subscriber. Because of this automation, CreditRiskMonitor’s production costs are relatively stable over a wide range of increasing revenue. Management believes CreditRiskMonitor’s cost structure is one of the lowest in its industry.industry while maintaining a higher customer service level for subscribers. |
| ·• | High margins and return on investment. The Company foresees declining unit costs in some important expense areas, such as computer and communication costs, which should increase net profits from its SaaS subscription products’ income stream. The Company has lower sales expenses for customersubscriber renewals than for new sales, and the Company expects that its renewal revenue will continue to grow to be a larger share of total revenue each year. All these naturally occurring unit cost reductions will be in addition to the cost reductions achieved through servicing more accountssubscribers over the Company’s in-place fixed costs. |
Marketing and Sales
To gain market share for the Company’s service,products, it will continue to use the Internet (at our website www.creditriskmonitor.com) as the primary mechanism for demonstrating and distributing its service.offerings. To inform potential subscribers about its service,products, CreditRiskMonitor uses a combination of telephone sales, Internet demonstration, and inbound and outbound marketing, including but not limited to digital strategies, social media, media/PR outreach, trade show representation, and speaking engagements before credit and procurement groups and associations.
Value Proposition
The Company’s fundamental value proposition is that it creates and sells high qualityhigh-quality, industry-leading commercial credit reports featuring analytics with the highest accuracy levels in the market that help busy risk professionals stay ahead of financial risk quickly, easily, and accurately,precisely, at a competitive cost significantly below that of reportsto those from the leading provider (price comparison as of January 22, 2019).provider. Because Dun & Bradstreet has the largest share of the commercial credit market, their flagship product, DNBi, is the standard by which thatthe market measures both quality and price. The Company’s research shows that its customerssubscribers overwhelmingly agree that CreditRiskMonitor savesCreditRiskMonitor’s products save them time, helpshelp them to make better credit decisions, and representsrepresent a significant value for the price paid compared to competitive services.its competitors.
The CreditRiskMonitor’s operational strategy CreditRiskMonitor follows is to deliver on its value proposition is straightforward. CreditRiskMonitor became (and remains)by continuing to be one of the industry’s lowest costlowest-cost producers of high qualityhigh-quality, accurate commercial credit information by continuously collecting data from a wide variety of sources and employing sophisticated, proprietary, computer algorithms to process that data into an extensive database of valuable reports on companies. Highly automated operations add to the reliability and consistency of these reports while limiting costs. The Company employs a small number of analysts who selectively review data at critical points in its processprocesses to further enhance the quality of its products and their relevance to credit professionals.
CreditRiskMonitor employs several different selling strategies to deliver this value to different customer segments:
| · | Credit professionals need to save time, when analyzing their most important customers and suppliers, and the CreditRiskMonitor service provides this critical benefit. CreditRiskMonitor believes that its reports and monitoring of public companies, having aggregate revenues of approximately $63.8 trillion (compared to world GDP of $80.7 trillion in 2017), and private companies, are superior in this way to competitive products or services in that the CreditRiskMonitor service provides public and private company financial information in greater depth and better analytical efficiency. It also includes timely email alerts enabling credit professionals to easily stay on top of financial developments at their customers, without the clutter of non-financial news prevalent at other news services. Finally, the proprietary FRISK® and PAYCE®scores, ratings from Moody’s, Fitch, DBRS and Morningstar, Counterparty Quality scores from IRA, the Altman Z” scores and the trade payment reports delivered by the Company’s service enable further efficiency by focusing each subscriber’s attention on only those companies showing financial weakness. The accuracy of our proprietary FRISK® score, powered by the crowd-sourced usage data from our subscribers, has proved to be a unique selling point.
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| · | For low-volume customers, CreditRiskMonitor sells single commercial credit reports for a flat price of $49.95 per report, using credit card transactions via the Internet. |
Risks Related to Information Systems Security
The Company’s information systems, and those of its third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors, or other types of risks, and may occur from inside or outside of our organization. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapidrapidly evolving nature of the threats, targets, and consequences. Additionally, unauthorized parties may attempt to gain access to these systems or our information through fraud or other means of deceiving our third-party service providers, employees, or vendors. The Company’s operations depend, in part, on how well it and its suppliers protect networks, equipment, information technology (“IT”) systems, and software against damage from a number ofseveral threats. The Company has entered into agreements with third parties for hardware, software, telecommunications, and other services in connection with its operations. The Company’s operations depend on the timely maintenance, upgrade, and replacement of networks, equipment, IT systems, and software. However, if the Company is unable or delayed in maintaining, upgrading, or replacing its IT systems and software, the risk of a cybersecurity incident could materially increase. Any of these and other events could result in information system failures, delays, and/or increases in capital expenses. The failure of information systems or a component of information systems could,may, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.
In addition, targeted attacks on the Company’s systems (or on systems of third parties that it relies on), failure or non-availability of a key IT system, or a breach of security measures designed to protect its IT systems could result in disruptions to its operations through delays or the corruption and destructions of its data, property damage, loss of confidential information or financial or reputational risks. As the threat landscape is ever-changing, the Company must make continuous mitigation efforts, including:including risk prioritized controls to protect against known and emerging threats; tools to provide automated monitoring and alerting; frequent employee training; and backup and recovery systems to restore systems and return to normal operations. However, there can be no assurance that the Company’s ability to monitor for or mitigate cybersecurity risks will be fully effective, and the Company may fail to identify cybersecurity breaches or discover them in a timely way.
Any significant compromise or breach of the Company’s data security, whether external or internal, or misuse of its data, could result in significant costs, lost sales, fines, and lawsuits, as well as damage to its reputation. In addition, as the regulatory environment as related to information security, data collection, anddata use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
Employees
As of March 4, 2019,1, 2022 the Company had 91 full-time and 5 part-timeapproximately 90 employees. None of the Company’s employees are covered by a collective bargaining agreement. The Company believes its relations with its employees to be satisfactory and has suffered no interruption in operations.
The Company established a 401(k) Plan covering all employees effective January 1, 2000 that provides for discretionary Company contributions. Employees are eligible to participate in the 401(k) plan if they are over the age of 21 and after completing one month of service with the company after their hire date. The Company has no other retirement, pension, profit sharing, or similar program in effect for its employees. The Company adopted a stock optionlong-term incentive plan in 2020 that covers its employees, replacing its former 2009 that cover its employees.Plan.
Available Information
Copies of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), are available free of charge on its website (www.creditriskmonitor.com) as soon as reasonably practicable after the Company electronically files the material with or furnishes it to the SEC. Printed copies of these documents may be requested, free of charge, by contacting the Corporate Secretary, CreditRiskMonitor.com, Inc., 704 Executive Boulevard, Valley Cottage, NY 10989. Additionally, the SEC maintains an internetInternet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Information on the Company’s website or linked to its website is not incorporated by reference into this Annual Report.
The Company does not own any real property. The Company’s principal office is located in approximately 16,900 square feet of leased space in an industrial warehouse complex located in Valley Cottage, New York. The lease expires on July 31, 2025 and provides for an aggregate total monthly cost of $20,400,approximately $21,600, subject to annual increases, plus an allocated portion of real estate taxes and insurance.
| ITEM 3. | LEGAL PROCEEDINGS. |
The Company, at various times, may be involved in legal proceedings arising from the ordinary course of business. The Company records a liability when it believes it has enough information to assess the probability that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. Neither the Company nor its property is a party to or the subject of a pending legal proceeding.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
The Company’s Common Stock is traded on the OTC Markets OTCQX U.S. under the symbol “CRMZ”. Prior to May 11, 2017 the Company was listed on the OTC Markets OTCQX U.S. Premier (“Premier”), which is the highest tier of the OTC market, reserved exclusively for companies meeting the highest financial standards and that have undergone a thorough qualitative review. The Company’s listing was downgraded on May 11, 2017 as the Company did not meet the market capitalization standard for maintaining continued eligibility of Premier status. The following table sets forth the high and low closing bid quotations reported on the OTCQX or Premier, as applicable, for each calendar quarter of 20172020 and 2018.2021. These quotations reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| | | High Bid | | | Low Bid | | | High Bid | | | Low Bid | | | | | | | | | | | | | | | | | 2018 | | | | | | | | | 2020 | | | | | | | | | First Quarter | | $ | 2.15 | | | $ | 1.85 | | | $ | 1.62 | | | $ | 1.23 | | | Second Quarter | | $ | 2.40 | | | $ | 1.99 | | | $ | 1.55 | | | $ | 1.40 | | | Third Quarter | | $ | 2.25 | | | $ | 1.05 | | | $ | 2.30 | | | $ | 1.40 | | | Fourth Quarter | | $ | 2.05 | | | $ | 1.55 | | | $ | 2.47 | | | $ | 2.10 | | | | | | | | | | | | | | | | | | | 2017 | | | | | | | | | | | 2021 | | | | | | | | | First Quarter | | $ | 2.61 | | | $ | 2.00 | | | $ | 2.65 | | | $ | 2.18 | | | Second Quarter | | $ | 2.25 | | | $ | 2.00 | | | $ | 3.29 | | | $ | 2.30 | | | Third Quarter | | $ | 2.00 | | | $ | 1.01 | | | $ | 2.57 | | | $ | 1.90 | | | Fourth Quarter | | $ | 2.02 | | | $ | 1.46 | | | $ | 2.02 | | | $ | 1.63 | |
On March 4, 2019,1, 2022, there were approximately 190170 registered holders of the Company’s Common Stock based on information provided by our transfer agent. This number does not reflect the number of individuals or institutional investors holding stock in nominee name through banks, brokerage firms, and others.
In fiscal 2018,2021 and 2020, the Company paiddid not declare a cash dividend of $0.05 per share on its Common Stock on December 11, 2018; in fiscal 2017, the Company paid a cash dividend of $0.05 per share on its Common Stock on December 11, 2017.dividend.
The Company did not repurchase any of its common stock during the fourth quarter of 2018.year ending 2021.
| ITEM 6. | SELECTED FINANCIAL DATA. |
Not applicable.
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Business Environment
The Company’s customers operatecontinuing uncertainty in the global marketplace.worldwide financial system has negatively impacted general business conditions. It is possible that a weakened economy as well as foreign economic, political, regulatory and social conditions could adversely affect its customers’our subscribers’ need for credit information, or even their solvency, but the Companywe cannot predict whether or to what extent this will occur.
The Company’sOur strategic priorities and plans for 20192022 are to continue to build on the improvement initiatives underway to achieve sustainable, profitable growth. Global market conditions, however, may affect the level and timing of resources deployed in pursuit of these initiatives in 2019.
Financial Condition, Liquidity and Capital Resources
The following table presents selected financial information and statistics as of December 31, 20182021 and 20172020 (dollars in thousands):
| | | 2018 | | | 2017 | | | 2021 | | | 2020 | | | Cash and cash equivalents | | $ | 8,067 | | | $ | 8,735 | | | $ | 12,382 | | | $ | 10,303 | | | Accounts receivable, net | | $ | 2,455 | | | $ | 2,140 | | | $ | 2,803 | | | $ | 2,557 | | | Working capital | | $ | 939 | | | $ | 1,697 | | | $ | 3,964 | | | $ | 848 | | | Cash ratio | | | 0.80 | | | | 0.90 | | | 1.04 | | | 0.79 | | | Quick ratio | | | 1.04 | | | | 1.12 | | | 1.28 | | | 0.98 | | | Current ratio | | | 1.09 | | | | 1.17 | | | 1.32 | | | 1.06 | |
The Company has invested some of its excess cash in cash equivalents.equivalents and available for sale securities. All highly liquid investments with an original maturity of three months or less when purchased are considered cash equivalents, while those with maturities in excess of three months when purchased are reflected as marketable securities.
As of December 31, 2018,2021, the Company had $8.07$12.38 million in cash and cash equivalents, a decreasean increase of approximately $668,000$2.08 million from December 31, 2017. The reason for this decrease2020. This increase was thatprimarily the netresult of cash generatedprovided by operating activities for the last 12 months ($165,000) was less than theof approximately $2 million and cash used for the purchaseprovided by investing activities of fixed assets ($297,000) and the dividend paid to stockholders ($536,000).approximately $100 thousand.
The Company’s cash generated by operating activities exceeded its net loss primarily due to non-cash expenses (e.g., depreciation and stock-based compensation). Additionally, the main component of current liabilities at December 31, 2018 is deferred2021 was unexpired subscription revenue of $8.74$9.52 million, which should not require significant future cash outlay, as this is annual reoccurring revenue, other than the cost of preparation and delivery of the applicable commercial credit reports, which cost much less than the deferredunexpired subscription revenue shown. The deferredUnexpired subscription revenue is recognized as income over the subscription term, which approximates 12 months. The Company has no debt, and expects to meet the current and long term lease obligations for office space using operating cash flows. The Company maintains an adequate cash balance to meet the Company’s material cash requirements.
The Company has no bank lines of credit or other currently available credit sources.
The Company believes that its existing balances of cash and cash equivalents and cash generated from operations will be sufficient to satisfy its currently anticipated cash requirements through at least the next 12 months and the foreseeable future. Moreover, the Company has been cash flow positive for 7 of the last 10 fiscal years and has no long-term debt. However, the Company’s liquidity could be negatively affected if it were to make an acquisition or if it were to license products or technologies, which may necessitate the need to raise additional capital through future debt or equity financing. Additional financing may not be available at all or on terms favorable to the Company.
Off-Balance Sheet Arrangements
The Company is not a party to any other off-balance sheet arrangements.
Results of Operations
20182021 vs. 20172020
| | | | Year Ended December 31, | | | | | Year Ended December 31, | | | 2021 | | | 2020 | | | | | 2018 | | | 2017 | | | Amount | | | % of Total Revenue | | | Amount | | | % of Total Revenue | | | | | Amount | | | % of Total Revenue | | | Amount | | | % of Total
Revenue | | | | | | | | | | | | | | | Operating revenues | | $ | 13,891,004 | | | | 100.00 | % | | $ | 13,385,068 | | | | 100.00 | % | | $ | 17,065,132 | | | | 100 | % | | $ | 15,732,366 | | | | 100 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Data and product costs | | | 5,764,535 | | | | 41.50 | % | | | 5,426,779 | | | | 40.54 | % | | 6,332,091 | | | 37 | % | | 6,026,464 | | | 38 | % | Selling, general and administrative expenses | | | 8,257,619 | | | | 59.44 | % | | | 8,044,256 | | | | 60.10 | % | | 8,134,694 | | | 48 | % | | 9,724,182 | | | 62 | % | | Depreciation and amortization | | | 190,156 | | | | 1.37 | % | | | 191,960 | | | | 1.43 | % | | | 296,299 | | | | 2 | % | | | 219,847 | | | | 1 | % | | Total operating expenses | | | 14,212,310 | | | | 102.31 | % | | | 13,662,995 | | | | 102.07 | % | | | 14,763,084 | | | | 87 | % | | | 15,970,493 | | | | 102 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loss from operations | | | (321,306 | ) | | | (2.31 | %) | | | (277,927 | ) | | | (2.07 | %) | | | Income (loss) from operations | | | 2,302,048 | | | 13 | % | | (238,127 | ) | | (2 | %) | | Gain on forgiveness of bank loan | | | 1,561,500 | | | 9 | % | | | | | | | | Other income, net | | | 129,111 | | | | 0.93 | % | | | 47,216 | | | | 0.35 | % | | | 9,962 | | | | 0 | % | | | 26,774 | | | | 0 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loss before income taxes | | | (192,195 | ) | | | (1.38 | %) | | | (230,711 | ) | | | (1.72 | %) | | | Benefit from income taxes | | | 12,863 | | | | 0.09 | % | | | 242,781 | | | | 1.81 | % | | | Income (loss) before income taxes | | | 3,873,510 | | | 23 | % | | (211,353 | ) | | (1 | %) | | Benefit from (provision for) income taxes | | | | (509,806 | ) | | | (3 | %) | | | 163,925 | | | | 1 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income (loss) | | $ | (179,332 | ) | | | (1.29 | %) | | $ | 12,070 | | | | 0.09 | % | | $ | 3,363,704 | | | | 20 | % | | $ | (47,428 | ) | | | (0 | %) |
Operating revenues increased $505,936,approximately $1.3 million, or 4%8%, for fiscal 20182021 over the prior year. This overall revenue growth resulted from an increase in InternetSaaS subscription serviceproducts revenue, attributable to increased sales to new and existing subscribers.
Data and product costs increased $337,756,approximately $306 thousand, or 6%5%, for fiscal 2018.2021 compared to fiscal 2020. This increase was due primarily to:to (1) higher salary and related employee benefits as the Company increased its headcount,due to pay raises to staff, and (2) higher costs of third-party content, due to minor inflationaryprice increases instituted by some of the Company’s major suppliers, and (3) higher costs associated with the outsourcing of certain data entry tasks, as the Company authorized overtime to catch up on some processing backlogs.suppliers.
Selling, general and administrative expenses increased $213,363,decreased approximately $1.59 million, or 3%16%, for fiscal 2018. This increase was due2021 compared to higher professional and consulting fees as well as higher occupancy expenses as the Company expanded its office in the 2nd half of 2018. These increases were partially offset by lower marketing expenses, as the Company scaled back its marketing effort in the third quarter, and lower salary and related employee benefits due to a decrease in stock compensation expense, bonus accrual and commissions paid on new sales.
Depreciation and amortization decreased $1,804, or 1%, for fiscal 2018.2020. This decrease was due to lower commissions being paid out in 2021 due to lower-than-expected new sales and lower salary expenses due to employee turnover. This decrease was offset by some higher salary and related employee benefits.
The Company’s PPP loan was forgiven by the Small Business Administration resulting in a lower average depreciable asset base reflecting the continued usegain of certain items that have been fully depreciated.$1.56 million.
Other income net increased $81,895decreased approximately $17 thousand for fiscal 2018, primarily due to higher dividend income received in fiscal 2018 on a U.S. Treasury Money Market Fund.
Benefit from income taxes decreased $229,918 for fiscal 20182021 compared to fiscal 2017. In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (“U.S. Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates from a maximum of 35% to a flat 21% rate, effective January 1, 2018. The provision for income taxes for fiscal 20172020. This decrease was calculated under the new tax law, as such the Company recorded a benefit from income taxes of $220,954 in 2017 (see Note 4due to the financial statements for further details). Any future changeslower return received on the Company’s money market fund holdings compared to the provisional estimated impact of the U.S. Tax Reform Act will be included as an adjustment to the provision for income taxes.fiscal 2020.
Future Operations
The Company over time intends to expand its operations by expanding the breadth and depth of its product and service offerings and introducing new and complementary products. Gross margins attributable to new business areas may be lower than those associated with the Company’s existing business activities.
As a result of the evolving nature of the markets in which it competes, the Company’s ability to accurately forecast its revenues, gross profits and operating expenses as a percentage of net sales is limited. 13
The Company’s current and future expense levels are based largely on its investment plans and estimates of future revenues. To a large extent these costs do not vary with revenue. Sales and operating results generally depend on the Company’s ability to attract and retain customerssubscribers and the volume of and timing of customerthe subscriptions for the Company’s services,products, which are difficult to forecast. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues in relation to the Company’s planned expenditures would have an immediate adverse effect on the Company’s business, prospects, financial condition and results of operations. Further, as a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, service, marketing or acquisition decisions that could have a material adverse effect on its business, prospects, financial condition and results of operations.
Achieving greater profitability depends on the Company’s ability to generate and sustain increased revenue levels. The Company believes that its success will depend in large part on its ability to (i) increase its brand awareness, (ii) provide its customerssubscribers with outstanding value, thus encouraging customer renewals, and (iii) achieve sufficient sales volume to realize economies of scale. Accordingly, the Company intends to continue to increase the size of its sales force and service staff, and to invest in product development, operating infrastructure, marketing and promotion. The Company believes that these expenditures will help it to sustain the revenue growth it has experienced over the last several years. We anticipate that sales and marketing expenses will continue to increase in dollar amount and as a percentage of revenues during 2019into 2022 and future periods as the Company continues to expand its business on a worldwide basis. Further, the Company expects that product development expenses will also continue to increase in dollar amount and may increase as a percentage of revenues in 2019into 2022 and future periods because it expects to employ more development personnel on average compared to prior periods and build the infrastructure required to support the development of new and improved products and services. However, as some of these expenditures are discretionary in nature, the Company expects that the actual amounts incurred will be in line with its projections of future cash flows in order not to negatively impact its future liquidity and capital needs. There can be no assurance that the Company will be able to achieve these objectives within a meaningful time frame.
The Company expects to experience fluctuations in its future quarterly operating results due to a variety of factors, some of which are outside the Company’s control. Factors that may adversely affect the Company’s quarterly operating results include, among others, (i) new variants of COVID-19 and government related restrictions on our subscribers and their ongoing businesses and how those effects may impact our sales to them, (ii) the Company’s ability to retain existing subscribers, attract new subscribers at a steady rate and maintain customer satisfaction, (iii) the Company’s ability to maintain gross margins in its existing business and in future product lines and markets, (iv) the development of new services and products by the Company and its competitors, (v) price competition, (vi) the Company’s ability to obtain products and services from its vendors, including information suppliers, on commercially reasonable terms, (vii) the Company’s ability to upgrade and develop its systems and infrastructure, and adapt to technological change, (viii) the Company’s ability to attract and retain personnel in a timely and effective manner, (ix) the Company’s ability to manage effectively its development of new business segments and markets, (x) the Company’s ability to successfully manage the integration of operations and technology of acquisitions or other business combinations, (xi) technical difficulties, system downtime, cybersecurity breaches, or Internet brownouts, (xii) the amount and timing of operating costs and capital expenditures relating the Company’s business, operations and infrastructure, (xiii) governmental regulation and taxation policies, (xiv) disruptions in service by common carriers due to strikes or otherwise, (xv) risks of fire or other casualty, (xvi) litigation costs or other unanticipated expenses, (xvii) interest rate risks and inflationary pressures, and (xviii) general economic conditions and economic conditions specific to the Internet and online commerce.
Due to the foregoing factors, the Company believes that period-to-period comparisons of its revenues and operating results are not necessarily meaningful and should not be relied on as an indication of future performance.
Critical Accounting Policies, Estimates and Judgments
The Company’s financial statements are prepared in accordance with accounting principles that are generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Management continually evaluates its estimates and judgments, the most critical of which are those related to:
Revenue recognitionValuation of goodwill -- BeginningGoodwill requires critical accounting estimates in 2018, we account for revenue from contracts with customers in accordance with ASU 2014-09, “Revenue from Contracts with Customers” and a series of related accounting standard updates (Topic 606). The core principlethe evaluation of the new standard is that an entity should recognize revenueCompany’s assets which are subject to depictvaluation judgements. In addition, the transfer of promised goods or services to customers in an amount that reflectsCompany uses the consideration to which the entity expects to be entitled in exchange for those goods or services. Using this principle, a comprehensive framework was established for determining how much revenue to recognize and when it should be recognized. To be consistent with this core principle, an entity is required to apply the following five-step approach: (1) identify the contract(s) with a customer; (2) identify each performance obligation in the contract; (3) determine the transaction price; (4) allocate the transactionpublicly traded stock price to each performance obligation; and (5) recognize revenue when or as each performance obligation is satisfied. CreditRiskMonitor’s service is sold on a subscription basis pursuant to customer contracts that span varying periods of time, but are generally for a period of one year. Revenue is recognized ratably over the related subscription period. Revenue from the Company’s third-party international credit report service is recognized as information is delivered and products and services are used by customers.
Valuation of goodwill -- Goodwill is reviewed for impairment annually, or more frequently if events or changes in circumstances warrant. If the carrying value of this asset exceeds its estimatedestimate fair value, which is subject to market fluctuations and change. See the Company will record an impairment lossinformation in Note 2 to write the asset downfinancial statements under the caption “Goodwill” for accounting polices related to its estimated fair value.the recognition of goodwill.
Income taxes -- The Company provides for deferredcalculation of income taxes resulting from temporary differences between financial statementrequires critical accounting estimates in budgeting expenses, estimating sales figures, and income tax reporting. Temporary differences are differences betweenforecasting staffing and technology needs for the amounts of assets and liabilities reported for financial statement purposes and their tax bases. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns. Deferred tax assets are recognized for temporary differences that will be deductible in future years’ tax returns and for operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some orupcoming year, all of which are constantly subject to change as the deferred tax assets will not be realized.year progresses. See the information in Note 2 to the financial statements under the caption “Income Taxes” for accounting polices related to the recognition of income taxes.
Recently Issued Accounting Standards
The information set forth under Note 2 to the financial statements under the caption “Recently Issued Accounting Standards“Standards” is incorporated herein by reference.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders Stockholders of CreditRiskMonitor.com, Inc.:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of CreditRiskMonitor.com, Inc. (the “Company”) as of December 31, 20182021 and 2017,2020, and the related statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securitysecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controlscontrol over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ CohnReznick LLP
We have served as the Company’s auditor since 2004. Jericho,Melville, New York
March 22, 201925, 2022
CREDITRISKMONITOR.COM, INC. BALANCE SHEETS December 31, 20182021 and 20172020
| | | 2018 | | | 2017 | | | 2021
| | | 2020
| | | | | | | | | | | | | | | | | ASSETS | | | | | | | | | | | | | | Current assets: | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 8,066,899 | | | $ | 8,735,148 | | | $ | 12,381,521 | | | $ | 10,302,732 | | | Accounts receivable, net of allowance of $30,000 | | | 2,454,585 | | | | 2,139,707 | | | Available-for-sale securities -municipal bonds
| | | | 0 | | | | 458,237 | | Accounts receivable, net of allowance of $30,000 | | | | 2,803,236 | | | | 2,557,443 | | | Other current assets | | | 561,861 | | | | 530,699 | | | | 581,149 | | | | 589,072 | | | | | | | | | | | | | | | | | | | | | Total current assets | | | 11,083,345 | | | | 11,405,554 | | | | 15,765,906 | | | | 13,907,484 | | | | | | | | | | | | | | | | | | | | | Property and equipment, net | | | 543,762 | | | | 437,216 | | | | 606,193 | | | | 545,675 | | | Operating lease right-of-use asset | | | | 2,012,155 | | | | 2,200,031 | | | Goodwill | | | 1,954,460 | | | | 1,954,460 | | | | 1,954,460 | | | | 1,954,460 | | | Other assets | | | 35,613 | | | | 23,463 | | | | 86,714 | | | | 84,892 | | | | | | | | | | | | | | | | | | | | | Total assets | | $ | 13,617,180 | | | $ | 13,820,693 | | | $ | 20,425,428 | | | $ | 18,692,542 | | | | | | | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | | | | | | | Unexpired subscription revenue | | $ | 8,738,445 | | | $ | 8,304,877 | | | $ | 9,520,226 | | | $ | 9,646,407 | | | Accounts payable | | | 94,767 | | | | 58,901 | | | | 358,307 | | | | 130,089 | | | Current portion of operating lease liability | | | | 177,485 | | | | 161,874 | | | Current portion of bank loan | | | | 0 | | | | 1,299,007 | | | Accrued expenses | | | 1,311,218 | | | | 1,344,526 | | | | 1,745,290 | | | | 1,822,485 | | | | | | | | | | | | | | | | | | | | | Total current liabilities | | | 10,144,430 | | | | 9,708,304 | | | | 11,801,308 | | | | 13,059,862 | | | | | | | | | | | | | | | | | | | | | Deferred taxes on income, net | | | 490,381 | | | | 514,333 | | | | 407,805 | | | | 333,432 | | | Other liabilities | | | 24,537 | | | | 15,748 | | | | Unexpired subscription revenue, less current portion | | | | 127,124 | | | | 197,545 | | | Bank loan, less current portion | | | | 0 | | | | 262,493 | | | Operating lease liability, less current portion | | | | 1,960,127 | | | | 2,137,559 | | | | | | | | | | | | | | | | | | | | | Total liabilities | | | 10,659,348 | | | | 10,238,385 | | | | 14,296,364 | | | | 15,990,891 | | | | | | | | | | | | | | | | | | | | | Commitments and contingencies | | | | | | | | | | | 0 | | | | 0 | | | | | | | | | | | | | | | | | | | | | Stockholders’ equity: | | | | | | | | | | | | | | | | | | Preferred stock, $.01 par value; authorized 5,000,000 shares; none issued | | | - | | | | - | | | | Common stock, $.01 par value; authorized 32,500,000 shares; issued and outstanding 10,722,401 shares | | | 107,224 | | | | 107,224 | | | Preferred stock, $0.01 par value; authorized 5,000,000 shares; 0ne issued | | | | 0 | | | | 0 | | Common stock, $0.01 par value; authorized 32,500,000 shares; issued and outstanding 10,722,401 shares | | | | 107,224 | | | | 107,224 | | | Additional paid-in capital | | | 29,650,760 | | | | 29,559,784 | | | | 29,824,242 | | | | 29,760,533 | | | Accumulated deficit | | | (26,800,152 | ) | | | (26,084,700 | ) | | | (23,802,402 | ) | | | (27,166,106 | ) | | | | | | | | | | | | | | | | | | | | Total stockholders’ equity | | | 2,957,832 | | | | 3,582,308 | | | | 6,129,064 | | | | 2,701,651 | | | | | | | | | | | | | | | | | | | | Total liabilities and stockholders’ equity | | $ | 13,617,180 | | | $ | 13,820,693 | | | $ | 20,425,428 | | | $ | 18,692,542 | |
The accompanying notes are an integral part of these financial statements.
CREDITRISKMONITOR.COM, INC. STATEMENTS OF OPERATIONS Years Ended December 31, 20182021 and 20172020
| | | 2018 | | | 2017 | | | 2021
| | | 2020
| | | | | | | | | | | | | | | | | Operating revenues | | $ | 13,891,004 | | | $ | 13,385,068 | | | $ | 17,065,132 | | | $ | 15,732,366 | | | | | | | | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Data and product costs | | | 5,764,535 | | | | 5,426,779 | | | | 6,332,091 | | | | 6,026,464 | | | Selling, general and administrative expenses | | | 8,257,619 | | | | 8,044,256 | | | | 8,134,694 | | | | 9,724,182 | | | Depreciation and amortization | | | 190,156 | | | | 191,960 | | | | 296,299 | | | | 219,847 | | | | | | | | | | | | | | | | | | | | | Total operating expenses | | | 14,212,310 | | | | 13,662,995 | | | | 14,763,084 | | | | 15,970,493 | | | | | | | | | | | | | | | | | | | | | Loss from operations | | | (321,306 | ) | | | (277,927 | ) | | | Income (loss) from operations | | | | 2,302,048 | | | | (238,127 | ) | | Other income: | | | | | | | | | | | Gain on forgiveness of bank loan | | | | 1,561,500 | | | | 0 | | | Other income, net | | | 129,111 | | | | 47,216 | | | | 9,962 | | | | 26,774 | | | | | | | | | | | | | | | | | | | | | Loss before income taxes | | | (192,195 | ) | | | (230,711 | ) | | | Benefit from income taxes | | | 12,863 | | | | 242,781 | | | | Income (loss) before income taxes | | | | 3,873,510 | | | | (211,353 | ) | | (Provision for) Benefit from income taxes | | | | (509,806 | ) | | | 163,925 | | | | | | | | | | | | | | | | | | | | | Net income (loss) | | $ | (179,332 | ) | | $ | 12,070 | | | $ | 3,363,704 | | | $ | (47,428 | ) | | | | | | | | | | | | | | | | | | | | Net income (loss) per share: | | | | | | | | | | | | | | | | | Basic | | $ | (0.02 | ) | | $ | 0.00 | | | $ | 0.31 | | | $ | (0.00 | )
| | Diluted | | $ | (0.02 | ) | | $ | 0.00 | | | $ | 0.31 | | | $ | (0.00 | )
|
The accompanying notes are an integral part of these financial statements.
CREDITRISKMONITOR.COM, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended December 31, 2018 and 2017
| | | Common Stock | | | | | | Accumulated | | | Total Stockholders’ | | | | | Shares | | | Amount | | | Capital | | | Deficit | | | Equity | | | | | | | | | | | | | | | | | | | | Balance January 1, 2017 | | | 10,722,401 | | | $ | 107,224 | | | $ | 29,419,463 | | | $ | (25,560,650 | ) | | $ | 3,966,037 | | | | | | | | | | | | | | | | | | | | | | | | | Net income | | | - | | | | - | | | | - | | | | 12,070 | | | | 12,070 | | | Cash dividend paid | | | - | | | | - | | | | - | | | | (536,120 | ) | | | (536,120 | ) | | Stock-based compensation | | | - | | | | - | | | | 140,321 | | | | - | | | | 140,321 | | | | | | | | | | | | | | | | | | | | | | | | | Balance December 31, 2017 | | | 10,722,401 | | | | 107,224 | | | | | | | | (26,084,700 | ) | | | 3,582,308 | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | (179,332 | ) | | | (179,332 | ) | | Cash dividend paid | | | - | | | | - | | | | - | | | | (536,120 | ) | | | (536,120 | ) | | Stock-based compensation | | | - | | | | - | | | | 90,976 | | | | - | | | | 90,976 | | | | | | | | | | | | | | | | | | | | | | | | | Balance December 31, 2018 | | | 10,722,401 | | | $ | 107,224 | | | | | | | $ | (26,800,152 | ) | | $ | 2,957,832 | |
The accompanying notes are an integral part of these financial statements.
CREDITRISKMONITOR.COM, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY Years Ended December 31, 2021 and 2020
| | | Common Stock | | | Additional Paid-in | | | Accumulated | | | Total Stockholders’ | | | | | Shares | | | Amount | | | Capital | | | Deficit | | | Equity | | Balance January 1, 2020 | | | 10,722,401 | | | $ | 107,224 | | | $ | 29,705,673 | | | $ | (27,118,678 | ) | | $ | 2,694,219 | | | | | | | | | | | | | | | | | | | | | | | | Net loss
| | | -
| | | | 0 | | | | 0 | | | | (47,428 | ) | | | (47,428 | ) | | Stock-based compensation | | | -
| | | | 0 | | | | 54,860 | | | | 0 | | | | 54,860 | | | | | | | | | | | | | | | | | | | | | | | | Balance December 31, 2020 | | | 10,722,401 | | | | 107,224 | | | | 29,760,533 | | | | (27,166,106 | ) | | | 2,701,651 | | | | | | | | | | | | | | | | | | | | | | | | Net income
| | | -
| | | | 0 | | | | 0 | | | | 3,363,704 | | | | 3,363,704 | | | Stock-based compensation | | | -
| | | | 0 | | | | 63,709 | | | | 0 | | | | 63,709 | | | | | | | | | | | | | | | | | | | | | | | | Balance December 31, 2021 | | | 10,722,401 | | | $ | 107,224 | | | $ | 29,824,242 | | | $ | (23,802,402 | ) | | $ | 6,129,064 | |
The accompanying notes are an integral part of these financial statements.
CREDITRISKMONITOR.COM, INC. STATEMENTS OF CASH FLOWS Years Ended December 31, 20182021 and 20172020
| | | 2018 | | | 2017 | | | | | | | | | | | | 2021
| | | 2020
| | | Cash flows from operating activities: | |
| | |
| | | | | | | | | Net income (loss) | | $ | (179,332 | ) | | $ | 12,070 | | | $ | 3,363,704 | | | $ | (47,428 | ) | | Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | Adjustments to reconcile net income (loss) to net | | | | | | | | | | | cash provided by operating activities: | | | | | | | | | | | Gain on forgiveness of bank loan | | | | (1,561,500 | ) | | | 0 | | | Deferred income taxes | | | (23,952 | ) | | | (248,070 | ) | | | 74,373 | | | | (188,333 | ) | | Depreciation and amortization | | | 190,156 | | | | 191,960 | | | | 296,299 | | | | 219,847 | | | Operating lease | | | | 26,055 | | | | 33,715 | | | Stock-based compensation | | | 90,976 | | | | 140,321 | | | | 63,709 | | | | 54,860 | | | Deferred rent | | | 8,789 | | | | 3,174 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | Accounts receivable, net | | | (314,878 | ) | | | (49,031 | ) | | | (245,793 | ) | | | (269,523 | ) | | Other current assets | | | (31,162 | ) | | | (43,442 | ) | | | 7,923 | | | | 3,153 | | | Other assets | | | (12,150 | ) | | | 300 | | | | (1,821 | ) | | | (91,068 | ) | | Unexpired subscription revenue | | | 433,568 | | | | 215,919 | | | | (196,603 | ) | | | 1,025,940 | | | Accounts payable | | | 35,866 | | | | (37,824 | ) | | | 228,219 | | | | (7,412 | ) | | Accrued expenses | | | (33,308 | ) | | | 62,400 | | | | (77,196 | ) | | | 477,936 | | | | | | | | | | | | | | | | | | | | | Net cash provided by operating activities | | | 164,573 | | | | 247,777 | | | | 1,977,369 | | | | 1,211,687 | | | | | | | | | | | | | | | | | | | | | Cash flows from investing activities: | | | | | | | | | | | | | | | | | Sale (purchase) of available-for-sale securities - municipal bonds
| | | | 458,237 | | | | (458,742 | ) | | Purchase of property and equipment | | | (296,702 | ) | | | (198,852 | ) | | | (356,817 | ) | | | (287,549 | ) | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | (296,702 | ) | | | (198,852 | ) | | | Net cash provided by (used in) investing activities | | | | 101,420 | | | | (746,291 | ) | | | | | | | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | | | | | | | | Dividend paid to stockholders | | | (536,120 | ) | | | (536,120 | ) | | | Proceeds from bank loan | | | | 0 | | | | 1,561,500 | | | | | | | | | | | | | | | | | | | | | Net cash used in financing activities | | | (536,120 | ) | | | (536,120 | ) | | | Net cash provided by financing activities | | | | 0 | | | | 1,561,500 | | | | | | | | | | | | | | | | | | | | | Net decrease in cash and cash equivalents | | | (668,249 | ) | | | (487,195 | ) | | | Net increase in cash and cash equivalents | | | | 2,078,789 | | | | 2,026,896 | | | Cash and cash equivalents at beginning of year | | | 8,735,148 | | | | 9,222,343 | | | | 10,302,732 | | | | 8,275,836 | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents at end of year | | $ | 8,066,899 | | | $ | 8,735,148 | | | $ | 12,381,521 | | | $ | 10,302,732 | | | | | | | | | | | | | | | | | | | | | Supplemental disclosure of cash flow information: | | | | | | | | | | | | | | | | | | Cash paid (refunded), net during the year for: | | | | | | | | | | | Cash paid, net during the year for: | | | | | | | | | | | Income taxes | | $ | (103,812 | ) | | $ | 136,647 | | | $ | 356,000 | | | $ | 66,000 | |
The accompanying notes are an integral part of these financial statements.
CREDITRISKMONITOR.COM, INC. NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
CreditRiskMonitor.com, Inc. (also referred to as the “Company” or “CreditRiskMonitor”) provides a totally interactive business-to-business Internet-based serviceSaaS subscription products designed specifically for credit and supply chain managers. This service isThese products are sold predominantly to corporations located in the United States. In addition, the Company is a re-distributor of international credit reports in the United States.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Standards
In May 2014, new accounting guidance was issued that replaces most existing revenue recognition guidance under U.S. GAAP. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Using this principle, a comprehensive framework was established for determining how much revenue to recognize and when it should be recognized. To be consistent with this core principle, an entity is required to apply the following five-step approach: (1) identify the contract(s) with a customer; (2) identify each performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation; and (5) recognize revenue when or as each performance obligation is satisfied.The Company adopted this standard as of January 1, 2018 by applying the modified retrospective approach. Thus, reported financial information for historical comparable periods is not revised and continues to be reported under the accounting standards in effect during those historical periods. The adoption of this standard did not have a significant impact on the Company’s financial statements because our primary source of revenue is subscription income which is recognized ratably over the subscription term.
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Leases (Topic 842).” The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and nonlease components in a contract in accordance with the new revenue guidance in ASU 2014-09. The updated guidance is effective for interim and annual periods beginning after December 15, 2018. While the Company is still finalizing its adoption procedures, the Company estimates the primary impact to its financial position upon adoption will be the recognition, on a discounted basis, of its minimum commitments under noncancelable operating leases on its balance sheet resulting in the recording of right of use assets and lease obligations for approximately $2.6 million.
The FASB and the SECSecurities and Exchange Commission (“SEC”) have issued certain other accounting pronouncements as of December 31, 20182021 that will become effective in subsequent periods; however, management does not believe that any of these pronouncements would have significantly affected the Company’s financial accounting measurements or disclosures had they been in effect during the periods for which financial statements are included in this annual report, nor does management believe those pronouncements would have a significant effect on the Company’s future financial position or results of operations.
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents are comprised of cash in banks and highly liquid instruments with original maturities of three months or less, primarily consisting of investments in institutional money market funds.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is provided on the straight-line method over the estimated useful life of the asset. Estimated useful lives are generally as follows:
Fixtures, equipment and software -- 3 to 10 years
| · | Fixtures, equipment and software -- 3 to 6 years |
Leasehold improvements -- lower of estimated useful life or term of lease (i.e., 2 to 7 years)
21
| · | Leasehold improvements -- lower of estimated useful life or term of lease (i.e., 2 to 7 years) |
Goodwill
Goodwill and other indefinite-lived intangible assets are subject to annual impairment testing using the specific guidance and criteria described in the accounting guidance.guidance FASB Accounting Standards Update (“ASU”) ASU No. 2017-04. The Company performs its goodwill impairment testing at least annually in the fourth quarter of each year, unlessyear. The Company tests for impairment of intangible assets whenever events or changes in circumstances dictateindicate that the need forcarrying value of such assets may not be recoverable. With respect to goodwill, the Company first assesses qualitative factors to determine whether it is more frequent assessment. Goodwill impairmentlikely than not that the fair value is determined usingless than the carrying value. If, based on that assessment, the Company believes it is more likely than not that the fair value is less than the carrying value, a two-step process. The first step of theone-step goodwill impairment test is usedperformed. The Company concluded that there was 0 impairment to identify potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. If the fair value of a reporting unit exceeds its book value, goodwill of the reporting unit is not considered impaired and the second step of the impairment test is not required. If the book value of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The second step of the impairment test compares the implied fair value of the reporting unit’s goodwill with the book value of that goodwill. If the book value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. The Company completed its annual goodwill impairment tests for 2018 and 2017 during the fourth quarter of each year and determined there was no impairment of existing goodwill.2021 or 2020 fiscal years.
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Long-Lived Assets
The Company reviews its long-lived amortizable assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with accounting guidance. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to undiscounted pre-tax future net cash flows expected to be generated by that asset. An impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 20182021 and 2017,2020, management believes no0 impairment of long-lived assets has occurred.
Income Taxes
The Company provides for deferred income taxes resulting from temporary differences between financial statement and income tax reporting. Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns. Deferred tax assets are recognized for temporary differences that will be deductible in future years’ tax returns and for operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized.
Revenue Recognition
Beginning in 2018, we account for revenue from contracts with customers in accordance with ASU 2014-09, “The Company applies FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers” and a series of related accounting standard updates (Topic 606). The core principle of the new standard is that (“ASC 606”) to recognize revenue. ASC 606 requires an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Using this principle, a comprehensive framework was established for determining how much revenue to recognize and when it should be recognized. To be consistent with this core principle, an entity is required to apply the following five-step approach: (1) identify the contract(s) with a customer; (2) identify each performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation; and (5) recognize revenue when or as each performance obligation is satisfied. CreditRiskMonitor’s serviceThe Company’s primary source of revenue is sold on a subscription basis pursuant to customer contracts that span varying periods of time, but are generally for a period of one year. Revenueincome which is recognized ratably over the related subscription period. Revenue fromterm.
The Company has applied the Company’s third-party international credit report servicepractical expedient to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less.
Lease Accounting
For all leases, at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the remaining lease payments under the lease. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments and payments for optional renewal periods where it is reasonably certain the renewal period will be exercised. Lease expense for operating leases consists of the lease payments plus any initial direct costs, and is recognized as information is deliveredon a straight-line basis over the lease term.
The Company’s operating lease right-of-use asset and products and services areoperating lease liability represent the lease for the office space used by customers.to conduct its business.
Net Income (Loss) Per Share
Net income (loss) per share is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted net income (loss) per share is calculated giving effect to all potentially dilutive common shares, assuming such shares were outstanding during the reporting period. The difference between basic and diluted net income (loss) per share is solely attributable to stock options. The Company uses the treasury stock method to calculate the impact of outstanding stock options (see Note 8).
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Fair Value of Financial Instruments
The Company calculates the fair value of financial instruments and includes this additional information in the notes to the financial statements when the fair value is different than the book value of those financial instruments. The Company believes the recorded value of cash and cash equivalents, accounts receivable, and accounts payable and other liabilities approximates fair value because of the short maturity of these financial instruments.
Segment Information
An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for purposes of making operating decisions and assessing financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment. In addition, the Company has no foreign operations or any assets in foreign locations.
Stock-Based Compensation
The Company recognizes the grant-date fair value of all stock-based awards on a straight-lineratable basis over their respective requisite service periods (generally equal to anthe award’s vesting period).period. The Company records deferred tax assets for awards that will result in deductions on its tax returns, based upon the amount of compensation cost recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction.
See Note 5 for more information regarding the Company’s stock compensation plans. Fair Value Measurements
The Company records its financial instruments at fair value in accordance with accounting guidance. The determination of fair value assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: (a) Level 1 – valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; (b) Level 2 – valuations based on quoted prices in markets that are not active, or financial instruments for which all significant inputs are observable; either directly or indirectly; and (c) Level 3 – valuations based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable; thus, reflecting assumptions about the market participants.
The Company, in accordance with ASU 2016-01, classifies its debt securities as "available-for-sale" and are recorded at fair value. Realized gains and losses on available-for-sale debt securities are reported in net income with unrealized gains and losses reported in other income.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash, cash equivalents, available-for-sale securities and accounts receivable. The Company maintains its cash and cash equivalents in bank deposit and other accounts, the balances of which, at times, may exceed federally insured limits. Exposure to credit risk is reduced by placing such deposits in high credit quality financial institutions.
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
The Company closely monitors the extension of credit to its customers.subscribers. The Company’s accounts receivable balance is net of an allowance for doubtful accounts. The Company does not require collateral or other security to support credit sales, but provides an allowance for doubtful accounts of $30,000 as of December, 31, 2021 and 2020, based on historical experience and specifically identified risks. Accounts receivable are charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts. The Company does not believe that significant credit risk existed at December 31, 20182021 nor 2017.2020.
NOTE 3 - CASH AND CASH EQUIVALENTS– FAIR VALUE MEASUREMENTS
Cash andThe Company’s cash, cash equivalents consistedand available-for-sale securities are stated at fair value. The carrying value of accounts receivable, other current assets, bank loan and accounts payable approximates fair market value because of the followingshort maturity of these financial instruments.
The Company’s cash equivalents are generally classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
As of December 31, 2021, the Company did 0t have any available-for-sale securities. All available-for-sale securities as of December 31:
| | | 2018 | | | 2017 | | | | | | | | | | | Cash | | $ | 958,739 | | | $ | 508,942 | | | Money market funds | | | 7,108,160 | | | | 8,226,206 | | | | | | | | | | | | | | | $ | 8,066,899 | | | $ | 8,735,148 | |
NOTE 4 - INCOME TAXES
In accordance with31, 2020 were municipal bonds. Investments in municipal bonds are valued using pricing models maximizing the Tax Cuts and Jobs Act that was enacted on December 22, 2017 (“U.S. Tax Reform Act”), we recorded a credituse of observable inputs for income taxes of $220,954 in 2017. The impactsimilar securities. Municipal bonds are classified as Level 2 of the U.S. Tax Reform Act was primarily from revaluing our U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future. For U.S. federal purposes the corporate statutory income tax rate was reduced from 35% to 21%, effective for our 2018 tax year. The Company recorded a provisional non-cash adjustment of $220,954 for the year ended December 31, 2017. We determined the effects of the rate change using our best estimate of temporary book-to-tax differences. Upon final analysis and remeasurement of our deferred tax balances, the December 31, 2017 adjustment recorded accurately reflected the change in corporate income tax rates and has not been materially adjusted in 2018.fair value hierarchy.
The Company’s income tax expense (benefit) consisted of the following:
| | | 2018 | | | 2017 | | | Current: | | | | | | | | Federal | | $ | 3,620 | | | $ | (2,746 | ) | | State | | | 7,469 | | | | 8,035 | | | Deferred: | | | | | | | | | | Federal | | | (18,379 | ) | | | (264,707 | ) | | State | | | (5,573 | ) | | | 16,637 | | | | | | | | | | | | | | | $ | (12,863 | ) | | $ | (242,781 | ) |
The tables below set forth the Company’s cash and cash equivalents, as well as marketable securities as of December 31, 2021 and December 31, 2020, respectively, which are measured at fair value on a recurring basis by level within the fair value hierarchy.
| | | December 31, 2021 | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 12,381,521 | | | $ | 0 | | | $ | 0 | | | $ | 12,381,521 | |
| | | December 31, 2020 | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 10,302,732 | | | $ | 0 | | | $ | 0 | | | $ | 10,302,732 | | | | | | | | | | | | | | | | | | | | | Available-for-sale securities | | $ | 0 | | | $ | 458,237 | | | $ | 0 | | | $ | 458,237 | |
The Company did not hold financial assets and liabilities which were recorded at fair value in the Level 2 or 3 categories as of December 31, 2021.
The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The cost and fair value of available-for-sale securities at December 31, 2020 is as follows:
| | | Cost | | | Unrealized Loss | | | Fair Value | | | | | | | | | | | | | | Available-for-sale securities | | $ | 458,742 | | | $ | (505 | ) | | $ | 458,237 | |
Maturities of available-for-sale securities were as follows at December 31, 2020:
| Available-for-sale securities | | | | | | | $ | 458,237 | |
The fair value of available-for-sale securities are presented in the available-for-sale category by contractual maturity in the preceding table. Expected maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations without call or prepayment penalties.
Management evaluates securities for other-than-temporary impairment at least on an annual basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Management has determined that no other-than-temporary impairment exists as of December 31, 2021.
During the year ended December 31, 2021, there were proceeds of $458,237 from the sale of all municipal bond investments in available-for-sale securities, which were transferred to Level 1 cash and cash equivalent investments.
NOTE 4 - INCOME TAXES
The Company’s income tax (benefit) expense consisted of the following:
| | | 2021
| | | 2020
| | | Current: | | | | | | | | Federal | | $ | 420,109 | | | $ | 37,373 | | | State | | | 15,324 | | | | (12,854 | ) | | Deferred: | | | | | | | | | | Federal | | | 63,060 | | | | (67,742 | ) | | State | | | 11,313 | | | | (120,702 | ) | | | | | | | | | | | | | | $ | 509,806 | | | $ | (163,925 | ) |
The actual tax (benefit) expense (benefit) for 20182021 and 20172020 differs from the “expected” tax expense for those years (computed by applying the applicable United States federal corporate tax rate to income before income taxes) as follows:
| | | 2018 | | | 2017 | | | 2021
| | | 2020
| | | | | | | | | | | | | | | | | Computed “expected” expense (benefit) | | $ | (40,361 | ) | | $ | (78,408 | ) | | | Computed “expected” (benefit) expense | | | $ | 813,312 | | | $ | (44,384 | ) | | Permanent differences | | | 23,670 | | | | 42,570 | | | | (329,906 | ) | | | 11,516 | | | State and local income tax expense | | | (8,808 | ) | | | (7,749 | ) | | | 34,493 | | | | 2,720 | | | True-up of current taxes | | | 4,892 | | | | 1,025 | | | | (51,039 | ) | | | (25,916 | ) | | True-up of deferred taxes | | | 7,117 | | | | 20,735 | | | | 34,392 | | | | 11,644 | | | Change in federal statutory rate | | | 627 | | | | (220,954 | ) | | | Change in state apportionment | | | | 8,554 | | | | (119,505 | ) | | | | | | | | | | | | | | | | | | | | Income tax benefit | | $ | (12,863 | ) | | $ | (242,781 | ) | | | Income tax (benefit) expense | | | $ | 509,806 | | | $ | (163,925 | ) |
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets/assets (liabilities) at December 31, 20182021 and 20172020 are as follows:
| | | 2018 | | | 2017 | | | 2021
| | | 2020
| | | Deferred tax assets: | | | | | | | | | | | | | | Net operating loss carryovers | | $ | 10,443 | | | $ | -- | | | | Stock options | | | 16,182 | | | | 12,406 | | | $
| 19,711 | | | $
| 17,556 | | | Accrued vacation | | | 76,817 | | | | 65,317 | | | | 86,176 | | | | 85,436 | | | Bad debt allowance | | | 8,319 | | | | 8,309 | | | | 6,576 | | | | 6,411 | | | Deferred revenue | | | 7,384 | | | | 4,674 | | | | 2,161 | | | | 4,732 | | | Deferred rent | | | 6,804 | | | | 4,362 | | | | 22,121 | | | | 15,999 | | | Other | | | 24,081 | | | | 19,945 | | | | 6,982 | | | | 17,212 | | | | | | | | | | | | | | | | | | | | | Total deferred tax assets | | | 150,030 | | | | 115,013 | | | | 143,727 | | | | 147,346 | | | | | | | | | | | | | | | | | | | | | Deferred tax liabilities: | | | | | | | | | | | | | | | | | | Goodwill | | | (541,972 | ) | | | (541,310 | ) | | | (428,402 | ) | | | (417,688 | ) | | Fixed assets | | | (98,439 | ) | | | (88,036 | ) | | | (123,130 | ) | | | (63,090 | ) | | | | | | | | | | | | | | | | | | | | Total deferred tax liabilities | | | (640,411 | ) | | | (629,346 | ) | | | (551,532 | ) | | | (480,778 | ) | | | | | | | | | | | | | | | | | | | | Net deferred tax liabilities | | $ | (490,381 | ) | | $ | (514,333 | ) | | $ | (407,805 | ) | | $ | (333,432 | ) |
NOTE 5 - COMMON STOCK AND STOCK OPTIONS
Common Stock
At December 31, 2018, 376,8502021 and 2020, there were 568,650 and 575,750 shares, respectively, of the Company’s authorized common stock were reserved for issuance upon exercise of outstanding options under its stock option plan.
Preferred Stock
The Company’s Articles of Incorporation provide that the Board of Directors has the authority, without further action by the holders of the outstanding common stock, to issue up to five million5000000 shares of preferred stock from time to time in one or more series. The Board of Directors shall fix the consideration to be paid, but not less than par value thereof, and to fix the terms of any such series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price and the liquidation preference of such series. As of December 31, 2018,2021 and 2020, the Company does not0t have any preferred stock outstanding.
Stock Options
As of December 31, 2018,2021, the Company has one2 stock option plan:plans: the 2009 Long-Term Incentive Plan (“2009 Plan”). During 2017, which ended in 2019, and the Company’s prior plan (the 19982020 Long-Term Incentive Plan) expired.Plan (“2020 Plan”).
TheBoth the 2009 and the 2020 Plan authorizesauthorize the grant of incentive stock options, non-qualified stock options, SARs, restricted stock, bonus stock, and performance shares to employees, consultants, and non-employee directors of the Company. The exercise price of each option shall not be less than the fair market value of the common stock at the date of grant. The total number of the Company’s shares that may be awarded under this plan is 1,300,000the 2009 Plan was 1,000,000 shares of common stock, and the 2020 Plan was 1,000,000 shares of common stock. At December 31, 2018,2021, there were options outstanding for 376,850356,100 shares of common stock under the 2009 Plan, and 212,550 shares of common stock under the 2020 Plan. As of December 31, 2020, there were options outstanding for 393,650 shares of common stock under the 2009 Plan, and 182,100 shares of common stock under the 2020 Plan.
Options expire on the date determined, but not more than ten years from the date of grant. All of the options granted under the 2009 and 2020 Plan may be exercised after four years in installments upon the attainment of specified length of service, unless otherwise determined by the Compensation Committee as set forth in the Award Agreement. In the event of a change in control (as defined), the options will vest in full at the time of such change in control.
Transactions with respect to the Company’s stock option plans for the years ended December 31, 20182021 and 20172020 are as follows:
| | | | | | Weighted Average Exercise Price | | | Number of Shares | | | Weighted Average Exercise Price | | | | | | | | | | | | | | | | | Outstanding at January 1, 2017 | | | 396,090 | | | $ | 3.1315 | | | | Forfeited | | | (49,540 | ) | | | 2.1762 | | | | Outstanding at January 1, 2020 | | | | 456,870 | | | $ | 2.30 | | | Granted | | | 74,800 | | | | 2.0588 | | | | 182,100 | | | | 2.17 | | | | | | | | | | | | | | Outstanding at December 31, 2017 | | | 421,350 | | | $ | 3.0534 | | | Expired
| | | | (26,000 | ) | | | 4.62 | | | Forfeited | | | (44,500 | ) | | | 3.6865 | | | | (37,220 | ) | | | 2.15
| | | | | | | | | | | | | | | | | | | | | Outstanding at December 31, 2018 | | | 376,850 | | | $ | 2.9786 | | | Outstanding at December 31, 2020 | | | | 575,750 | | | $ | 2.17 | | | Granted | | | | 30,550 | | | | 2.36 | | | Expired | | | | (30,550 | ) | | | 4.81 | | | Forfeited | | | | (7,100 | ) | | | 3.11 | | | | | | | | | | | | | Outstanding at December 31, 2021 | | | | 568,650 | | | $ | 2.02 | |
As of December 31, 2018,2021, there were 922,890787,450 shares of common stock reserved for the granting of additional options. The 2009 Plan expired at the end of 2019 and 0 additional options could be granted.
The following table summarizes the stock-based compensation expense for stock options that was recorded in the Company’s results of operations for the years ended December 31:
| | 2018 | | | 2017 | | | 2021
| | | 2020
| | | | | | | | | | | | | | | | | Data and product costs | | $ | 35,656 | | | $ | 35,661 | | | $ | 24,974 | | | $ | 19,928 | | | Selling, general and administrative costs | | | 55,320 | | | | 104,660 | | | | 38,735 | | | | 34,932 | | | | | | | | | | | | | | | | | | | | | $ | 90,976 | | | $ | 140,321 | | | $ | 63,709 | | | $ | 54,860 | |
The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model that uses the weighted average assumptions noted in the following table. Expected volatilities are based on historical volatility of our stock through the date of grant. The Company uses the simplified method to estimate the options’ expected term. The risk-free interest rate used is based on the U.S. Treasury constant maturities at the time of grant having a term that approximates the expected life of the option.
No options were granted during the year ended December 31, 2018. The fair value of options granted during the year ended December 31, 20172020 was $1.21. $206,087. The fair value of options granted during the year ended December 31, 2021 was $31,809. The fair value of options at date of grant was estimated using the Black-Scholes model with the following assumptions:
Risk-free interest rate | | | 2.37 | % | Expected dividend yield | | | 2.61 | % | Expected volatility factor | | | 0.73 | | Expected life of the option (years) | | | 9.00 | |
| | | 2021
| | | 2020
| | | Risk-free interest rate | | | 0.28 | % | | | 0.26 | % | | Expected volatility factor | | | 61.97 | % | | | 72.57 | % | | Expected dividends | | | 0.00 | | | | 0.05 | | | Expected life of the option (years) | | | 3.51 | | | | 7.17 | |
The Company issues new shares upon the exercise of options.
The following table summarizes information about the Company’s stock options outstanding at December 31, 2018:2021: |
|
| Options Outstanding | | | Options Exercisable | | | | | Weighted Average Remaining Contractual Life (in years) | | | Weighted Average Exercise Price | | | | | | Weighted Average Exercise Price | | | | | | | | | | | | | | | | | | | | | $ 1.00 - $ 2.00 | | | | 54,800 | | | | 8.79 | | | $ | 1.6788 | | | | - | | | | - | | | $ 2.01 - $ 3.00 | | | | 151,500 | | | | 5.81 | | | $ | 2.6917 | | | | 35,100 | | | $ | 2.3154 | | | $ 3.01 - $ 6.00 | | | | 170,550 | | | | 1.54 | | | $ | 3.6511 | | | | 154,440 | | | $ | 3.6092 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | 376,850 | | | | 4.31 | | | $ | 2.9786 | | | | 189,540 | | | $ | 3.3696 | |
| | | | Options Outstanding | | | Options Exercisable | | Range of Exercise Prices | | | Number Outstanding | | | Weighted Average Remaining Contractual Life (in years) | | | Weighted Average Exercise Price | | | Number Exercisable | | | Weighted Average Exercise Price | | | | | | | | | | | | | | | | | | | | | | | | 256,100 | | | | 7.36 | | | $ | 1.52 | | | | 10,960 | | | $
| 1.68 | | | | | | 307,550 | | | | 4.63 | | | $ | 2.41 | | | | 68,950 | | | $ | 2.58 | | | | | | 5,000 | | | | 4.08 | | | $ | 4.00 | | | | 2,000 | | | $ | 4.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 568,650 | | | | 5.85 | | | $ | 2.02 | | | | 81,910 | | | $ | 2.50 | |
The aggregate intrinsic value represents the total pre-tax intrinsic value, based on options with an exercise price less than the Company’s closing stock price of $1.90$1.69 and $1.75$2.35 as of December 31, 20182021 and 2017,2020, respectively, which would have been received by the option holders had those option holders exercised their options as of that date. The aggregate intrinsic value of options outstanding as of December 31, 20182021 and 20172020 was $12,120$45,492 and $3,900,$238,548, respectively.
As of December 31, 2018,2021, the total compensation cost related to unvested stock-based awards granted to employees under the Company’s stock option plan but not yet recognized was $253,004.$363,418. This cost will be amortized on a straight-line basis over a weighted average term of 2.614.92 years and will be adjusted for subsequent changes in estimated forfeitures.
A summary of the status of the Company’s non-vested options and changes during the year ended December 31, 2021 is presented below:
| | | Number of Shares | | | Weighted Average Grant Date Fair Value | | | Non-vested, beginning of year | | | 488,450 | | | $ | 1.07 | | | Granted | | | 30,550 | | | | 1.04 | | | Vested | | | (27,760 | ) | | | 1.62 | | | Terminated or expired | | | (4,500 | ) | | | 1.98 | | | Non-vested, end of year | | | 486,740 | | | $ | 1.03 | |
Share Repurchase Program
In January of 2022 the Company's Board of Directors authorized a share repurchase program for the repurchase of up to $1,000,000 of the Company's outstanding common stock. The Company has not repurchased any shares under this program.
NOTE 6 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
| | | 2018 | | | 2017 | | | 2021
| | | 2020
| | | | | | | | | | | | | | | | | Computer equipment and software | | $ | 1,347,020 | | | $ | 1,485,044 | | | $ | 2,046,958 | | | $ | 1,720,814 | | | Furniture and fixtures | | | 504,628 | | | | 369,595 | | | | 536,535 | | | | 512,975 | | | Leasehold improvements | | | 240,328 | | | | 187,062 | | | | 275,853 | | | | 268,741 | | | | | | 2,091,976 | | | | 2,041,701 | | | | 2,859,346 | | | | 2,502,530 | | | Less accumulated depreciation and amortization | | | (1,548,214 | ) | | | (1,604,485 | ) | | | (2,253,153 | ) | | | (1,956,855 | ) | | | | | | | | | | | | | | | | | | | | | | $ | 543,762 | | | $ | 437,216 | | | $ | 606,193 | | | $ | 545,675 | |
NOTE 7 - LEASE COMMITMENTS
The Company’s operations are conducted from a leased facility, which is under an operating lease that was due to expire on July 31, 2020. The Company entered into an Extension and Modification Agreement during 2018 whereby it agreed to increase its rental space and extend the expiration date to July 31, 2025. Rental expenses under operating leases were $352,971 and $290,634 for the years ended December 31, 2018 and 2017, respectively.
Future minimum lease payments for noncancelable operating leases at December 31, 2018 are as follows:
| | | | | | | | | | | 2019 | | $ | 249,943 | | | 2020 | | | 256,862 | | | 2021 | | | 262,970 | | | 2022 | | | 270,859 | | | 2023 | | | 278,985 | | | Thereafter | | | 457,876 | | | | | | | | | Total minimum lease payments | | $ | 1,777,495 | |
NOTE 7 – OPERATING LEASE
The following table reconciles the undiscounted cash flows for the Company’s operating lease at December 31, 2021 to the operating lease liability recorded on the balance sheet:
| 2022 | | $ | 270,859 | | | 2023 | | | 278,985 | | | 2024 | | | 287,355 | | | 2025 | | | 295,975 | | | 2026 | | | 304,855 | | | Thereafter | | | 1,168,277 | | | Total future undiscounted lease payments | | | 2,606,306 | | | LESS: Imputed interest | | | (468,694 | ) | | Present value of lease liability | | $ | 2,137,612 | | | | | | | | | Current portion of operating lease liability | | $ | 177,485 | | | Non-current portion of operating lease liability | | | 1,960,127 | | | | | $ | 2,137,612 | |
NOTE 8 - NET INCOME PER (LOSS) PER SHARE
Basic net income (loss) per share is based on the weighted average number of common shares outstanding. Diluted net income (loss) per share is based on the weighted average number of common shares outstanding and the dilutive effect of outstanding stock options:
| | | 2018 | | | 2017 | | | 2021
| | | 2020
| | | | | | | | | | | | | | | | | Net income (loss) | | $ | (179,332 | ) | | $ | 12,070 | | | $ | 3,363,704 | | | $ | (47,428 | ) | | | | | | | | | | | | | | | | | | | | Weighted average common shares outstanding – basic | | | 10,722,401 | | | | 10,722,401 | | | | 10,722,401 | | | | 10,722,401 | | | Potential shares exercisable under stock option plans | | | -- | | | | 143,280 | | | | 278,100 | | | | 0 | | | LESS: Shares which could be repurchased under treasury stock method | | | -- | | | | (139,560 | ) | | | Less: Shares which could be repurchased under treasury stock method | | | | (241,642 | ) | | | 0 | | | Weighted average common shares outstanding – diluted | | | 10,722,401 | | | | 10,726,121 | | | | 10,758,859 | | | | 10,722,401 | | | | | | | | | | | | | | | | | | | | | Net income (loss) per share: | | | | | | | | | | | | | | | | | | Basic | | $ | (0.02 | ) | | $ | 0.00 | | | $ | 0.31 | | | $ | (0.00 | ) | | Diluted | | $ | (0.02 | ) | | $ | 0.00 | | | $ | 0.31 | | | $ | (0.00 | ) |
AllBecause the Company has reported a net loss for fiscal 2020, diluted net loss per share is the same as basic net loss per share, as the effect of utilizing the fully diluted share count would have reduced the net loss per share. Therefore, all outstanding stock options were excluded from the computation of diluted net loss per share because their effect was anti‐dilutive for each of the year ended December 31, 2018 as they were antidilutive. periods presented.
For fiscal 2017,2021, the computation of diluted net income per share excludes the effects of the assumed exercise of 264,675290,550 options, since their inclusion would be anti-dilutive as their exercise prices were above the average market value.
NOTE 9 - RELATED PARTY TRANSACTION
In October 2020, the Company’s Board of Directors appointed Michael Flum to serve as President and Chief Operating Officer. Previously, he was employed part-time by the Company in 2018serving as Senior Vice President and Chief Operating Officer effective October 2019 and had served as Vice President of Operations & Alternative Data.Data since June 2018. Mr. Flum is the son of Jerome Flum, the Company’s Chief Executive Officer and Chairman of the Board of Directors, and the brother of Joshua Flum, a directorDirector of the Company.
30NOTE 10 - COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in various legal proceedings arising in the ordinary course of business. The Company records a liability when it believes that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. Based on the currently available information, the Company does not believe that there are claims or legal proceedings that would have a material adverse effect on the business, or the consolidated financial statements of the Company.
NOTE 11 - BANK LOAN
The CARES Act contained relief for small businesses through the Paycheck Protection Program (“PPP”). The PPP is a loan designed to provide a direct incentive for small businesses to keep their workers on the payroll. The Small Business Administration (“SBA”) will forgive loans if all employees are kept on the payroll for eight weeks and the money is used for payroll, rent or utilities. The Company applied for a loan under this program and received $1.56 million in 2020. The SBA provides a “safe harbor” for borrowers and has deemed certifications regarding the necessity of the loan to have been made in good faith for borrowers of less than $2 million. The PPP loan was scheduled to mature on April 15, 2022, had a 1.00% interest rate, that could have been prepaid at any time without penalty and was subject to the terms and conditions applicable to all loans made pursuant to the PPP as administered by the SBA under the CARES Act. In accordance with the requirements for forgiveness of the PPP loan under the CARES Act, the Company has used the entire proceeds from the PPP loan for eligible payroll, benefits, rent, utility costs, and maintained its employment levels. The Company applied for forgiveness by the deadline set forth by the lender, and the SBA granted full forgiveness to the Company in December of 2021. The Company recognized a gain on debt forgiveness of $1,561,500, the total amount of the loan including interest, which is included in other income on the statement of operations and is non-taxable.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
None.
| ITEM 9A. | CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management is necessarily required to use judgment in evaluating controls and procedures.
Under the supervision andThe Company’s management, with the participation of the Company’s management, including its principal executive officerChief Executive Officer and principal financial officer,Chief Financial Officer, has evaluated the Company conducted an evaluationeffectiveness of the Company’s disclosure and controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of December 31, 2018. Based on this evaluation, the Company’s management concluded that its disclosure controls and proceduresamended) as of the end of the period covered by this reportreport. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.effective to ensure that all material information required to be disclosed by us in reports that we file or submit under the Exchange Act are accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
In the ordinary course of business, the Company reviews its internal control over financial reporting and makemakes changes to its systems and processes to improve such controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, updating existing systems and automating manual processes. These changes have not materially affected, and are not reasonably likely to materially affect, the Company’s internal control over financial reporting. However, they allow the Company to continue to enhance its internal control over financial reporting and ensure that its internal control environment remains effective.
Management’s Report on Internal Control Over Financial Reporting
Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on criteria established in the framework in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2018.
2021.
Changes in Internal Control over Financial Reporting
We understand that cyber-attacks and related risks that seek to exploit, damage, and disable business operations will continue in the future. As a result, the Company has taken steps to strengthen controls and mitigate risks in the future. Such procedures include two-factor authentication for log-ins and engaging Microsoft to host and provide the Company with email related services, including backup and security related to exchange services. The Company also deployed an automated endpoint security monitoring program that utilizes behavior artificial intelligence to automatically eliminate threats in real time for both on-premise and cloud environments. However, the design of our internal control framework / objectives over financial reporting no matter how well designed, have inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparationis unchanged and maythe Company does not prevent or detect all misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the riskbelieve that controls may become inadequate because ofthese changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controlscontrol over financial reporting.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
| ITEM 9B. | OTHER INFORMATION. |
None.
On March 11, 2020, the World Health Organization declared the outbreak of Coronavirus Disease 2019 (“COVID-19” or “virus”) as a global pandemic. The extent to which COVID-19 impacts the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information, COVID-19 mutations and variants which may emerge, and the speed and effectiveness of vaccinations. The Company has been operating remotely without any significant disruption of operations. To date, the Company’s data providers have provided an uninterrupted stream of information, thus enabling the Company to deliver its product. The Company is actively monitoring the renewal rates of its current subscribers and those that subscribed after the outbreak.
In response to COVID-19, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. Additionally, the CARES Act contains relief for small businesses through several new temporary programs, one of which is the Paycheck Protection Program (“PPP”). The PPP is a loan designed to provide a direct incentive for small businesses to keep their workers on the payroll. The Small Business Administration (“SBA”) will forgive loans if all employees are kept on the payroll for eight weeks and the money is used for payroll, rent or utilities. The Company applied for a loan under this program and received $1.56 million in 2020. The SBA provides a “safe harbor” for borrowers and has deemed certifications regarding the necessity of the loan to have been made in good faith for borrowers of less than $2 million. The PPP loan was scheduled to mature on April 15, 2022, had a 1.00% interest rate, that could have been prepaid at any time without penalty and was subject to the terms and conditions applicable to all loans made pursuant to the PPP as administered by the SBA under the CARES Act. In accordance with the requirements for forgiveness of the PPP loan under the CARES Act, the Company has used the entire proceeds from the PPP loan for eligible payroll, benefits, rent, utility costs, and maintained its employment levels. The Company applied for forgiveness by the deadline set forth by the lender, and the SBA granted full forgiveness to the Company in December of 2021. The Company recognized a gain on debt forgiveness of $1,561,500, total amount of the loan including interest, which is included in other income on the statement of operations and is non-taxable.
On September 8, 2021, the Company detected an external security incident impacting its network accessibility. Promptly upon its detection, the Company launched an investigation and engaged the services of specialists. After a thorough review by a third-party cyber specialist, there was no evidence that any sensitive files were exfiltrated from our network. We understand that cyber-attacks and related risks that seek to exploit, damage, and disable business operations will continue in the future. As a result, the Company has taken steps to strengthen controls and mitigate risks in the future.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Directors and Executive Officers
The following table sets forth certain information with respect to the directors and executive officers of the Company and the period such persons held their respective positions with the Company.
| Name | Age | Principal Occupation/Position Held with Company | Officer or Director Since | Age | Principal Occupation/Position Held with Company | Officer or
Director
Since | | Jerome S. Flum | 78 | Chairman of the Board/Chief Executive Officer | 1983 | 81 | Chairman of the Board/Chief Executive Officer | 1983 | | Lawrence Fensterstock | 68 | Senior Vice President/Chief Financial Officer/Secretary | 1999 | | Michael I. Flum | | 35 | President/Chief Operating Officer | 2019 | Steven Gargano | | 45 | Senior Vice President/Chief Financial Officer | 2020 | | Andrew J. Melnick | 77 | Director | 2005 | 80 | Director | 2005 | | Jeffrey S. Geisenheimer | 53 | Director | 2005 | | Richard Lippe | | 83 | Director | 2020 | | Joshua M. Flum | 49 | Director | 2007 | 52 | Director | 2007 | | Richard J. James | 79 | Director | 1992 | |
Jerome S. Flum was appointed President and Chief Executive Officer of the Company and Chairman of the Board of Directors in June 1985. Since 1968 he has been in the investment business as an Institutional Security Analyst, Research and Sales Partner at an investment firm and then as a General Partner of a private investment pool. Before entering the investment business, Mr. Flum practiced law, helped manage a U.S. congressional campaign and served as a Legal and Legislative Aide to a U.S. Congressman. He has been a guest lecturer at the Massachusetts Institute of Technology/Sloan School of Management Lab for Financial Engineering. Mr. Flum received a BS degree in business administration from Babson College and a JD degree from Georgetown University Law School. Mr. Flum served as a L/cplLance corporal in the USMCR.United States Marine Corps Reserve.
Lawrence FensterstockMichael I. Flum joined the Company in 2018 as Vice President of Operations & Alternative Data. He was elected Senior Vice President and Chief Operating Officer in October 2019 and subsequently President and Chief Operating Officer in October 2020. He is responsible for operational strategy and implementation, leveraging technology to improve the efficiency of human capital and work processes. Prior to joining CreditRiskMonitor, Mr. Flum served as Vice President of Operations at Gullett & Associates, Inc., a Houston-based midstream oil & gas survey and drafting services firm from 2016-2017. Mr. Flum held various engineering and project management roles at Enterprise Products Partners, a Houston-based oil & gas pipeline owner/operator from 2009 to 2016. Over his time in the oil & gas sector, Mr. Flum successfully completed pipeline and plant projects totaling over $1.3 billion dollars. He was also able to install processes that streamline service offerings and unify customer experience across teams. Mr. Flum holds an MBA from Columbia Business School as well as a BS in Mechanical Engineering and a BA in Religious Studies from Rice University. Mr. Flum is the son of Jerome Flum.
Steven Gargano, CPA joined the Company in January 2020 as Senior Vice President and was elected to Senior Vice President and Chief Financial Officer in April 2020. Mr. Gargano has more than 20 years of experience in financial services, product development, workflow optimization, operations, customer experience, and financial technology. Prior to joining CreditRiskMonitor, he was the Managing Director and Head of Financial Information & Risk Analysis for over $12B in assets at 1199SEIU Pension and Benefit Funds. Before that, he served as a Senior Managing Director and Head of Product Development and Customer Support for U.S. Bancorp Fund Services’ Alternative Investment Solutions division. Prior to that, he was the Managing Director and Head of the Planning, Strategy, and Implementation Group for the Accounting, Finance, and Back Office groups at Mariner Investment Group, a $10B asset manager. Prior to joining Mariner, he worked at Deloitte & Touche within the firm’s Investment Management Business Advisory Services consulting group in New York. Prior to that, he held the Product Controller position at Gabelli Asset Management responsible for managing the middle office and its functions for all alternative products and their respective trading activities. He started his current offices in January 1999. Previously, he joined Market Guide Inc. in September 1996 to assistcareer at Arthur Andersen working as an auditor in the formationFinancial Service Industry Asset Management & Capital Markets Group specializing in brokerage and hedge funds. Recently, he served as Head of its credit information services division. From 1993 to 1996,Finance & Operations for financial technology platforms specializing in creating technology and service models for private equity, hedge fund, wealth management, and service providers. Mr. Fensterstock was with Information Clearinghouse Incorporated (“ICI”) and was closely involved in the formationGargano is a graduate of its credit reporting service.Harvard Business School. In addition, to being responsible for the publicationhe graduated from Cornell University’s College of the various facets of this credit reporting service, he was chief operatingBusiness in Applied Economics, Management, and financial officer of ICI. From 1989 through 1992, Mr. Fensterstock was Vice President-Controller, Treasurer and Corporate Secretary for a private entity formed to acquire Litton Industries’ office products operations in a leveraged buyout. There, he spent over 2 years acting as de facto chief financial officer. Mr. Fensterstock is a certified public accountant who began his career in 1973 with Arthur Andersen LLP. He earned a BA degree in economics from Queens College and an MBA degree from The University of Chicago Business School.Accounting.
Andrew J. Melnick has been a Director since March 2005. He has been a Managing Partner of SkyView Investment Advisors since 2010. The firm acts as an investment advisor to various independent investment organizations. From 2014 to 2015, Mr. Melnick was the Chief Investment Strategist and a shareholder in the investment advisory firm BPV Capital Management, which provided investment advisory services to institutions and individual clients. From 2005 to 2009, Mr. Melnick helped manage two hedge funds. He retired from Goldman, Sachs & Co. at the end of 2004. He joined Goldman Sachs in 2002 as Co-Director of its Global Investment Research Division and a member of its Management Committee. Prior to joining Goldman Sachs, Mr. Melnick was Senior Vice President and Director of the Global Securities and Economics Research Group of Merrill Lynch. During his 13 years at Merrill Lynch, he expanded the Firm’s Research Group from primarily a domestic effort to one with research offices in 26 countries around the world. During that period Merrill Lynch was ranked as the top research department in nearly all regions of the world including six straight times as the number one equity research department in the United States. Previous employment: President of Woolcott & Co., a boutique research and investment banking firm; Director of Research and a Partner of L.F. Rothschild Unterberg Towbin; and Senior Analyst at Drexel Burnham Lambert. He was a U.S. Army Signal Corps Officer and served in Vietnam. Mr. Melnick is a Commissioner of the Monmouth County Improvement Authority, a member of the Board of Trustees of the Monmouth Medical Center, and serves on the Board of Governors of the American Jewish Committee and acts as Chairman of their Investment Committee. Mr. Melnick earned a BA in economics and MBA in finance from Rutgers. He is a Chartered Financial Analyst (C.F.A.).
Jeffrey S. GeisenheimerRichard Lippe has been a Director since December 2005. He has beenMay 2020. Mr. Lippe was one of the Chief Financial Officer/Chief Operating Officer for Estimize, Inc., founding members and a crowd-sourced financial estimates platform, since December 2017partner of the law firm Meltzer, Lippe, Goldstein and has served as a director since July 2016. Prior to joining Estimize, Inc., Mr. Geisenheimer was Chief Financial Officer for the Coleman Research Group, Inc., a primary research firm serving the investment and corporate communities, from 2011 to 2017.Breistone, LLP (1979-2004). Prior to that, Mr. Geisenheimerhe was a founding member and partner of the CFO of five private equity-backed companies (Ford Models, Inc.law firm Lippe, Ruskin, Schlissel and Moscou, LLP (1966-1978), from 2008 to 2011, Managed Systems, Inc., from 2007 to 2008, Register.com, Inc., 2007, Instant Information, Inc., from 2005 to 2007 and Moneyline Telerate, Inc., from 2003 to 2005) and two publicly traded companies (Multex.com, Inc., from 1999 to 2003, and Market Guide, Inc., from 1987 to 1999)was Deputy County Attorney for Nassau County, N.Y. (1964-1966). While CFOactively practicing law, among other things, he chaired the Corporate and Technology Groups at threethe two firms. He has extensive experience representing mature, middle and early stage private and public companies, and has provided other ongoing business related activities and advice to management and boards of these companies (Market Guide, Multexdirectors and Moneyline Telerate) he oversaw their acquisition by much larger corporations. Mr. Geisenheimer receivedgeneral partners. He has frequently served as general counsel and/or a BBA degree in banking and financemember of the board and an MBAactive business advisor to a number of companies. Mr. Lippe has a B.A. degree in accounting from Hofstra University.Tufts University and a J.D. degree from the University of Pennsylvania.
Joshua M. Flum has been a Director since September 2007. He has been an executive with CVS Health Corporation since July 2004. Mr. Flum began his career at CVS Health in Store Operations and is currently Executive Vice President, Enterprise Strategy and Digital. Mr. Flum is a graduate of the Yale Law School and spent the first years of his professional career clerking for the Honorable Edward R. Becker, Chief Judge of the United States Court of Appeals for the Third Circuit, and then at the law firm of Miller, Cassidy, Larroca and Lewin, LLP. He then joined the Boston Consulting Group where his work focused on the consumer and retail practice area. Mr. Flum is the son of Jerome Flum.
Richard J. James has been a Director since 1992. He is currently retired. He was a Consultant for Sigma Breakthrough Technologies, Inc. from 2005 to 2013, working with leading international and domestic Fortune 500 companies to improve their new product development and operational processes. From 1980 until 2002, Mr. James served as the Technical Manager for Polaroid Corporation’s Consumer Hardware Division, supporting manufacturing plants in Scotland, China and the United States. In this role, he was responsible for increasing the business performance of Polaroid’s instant consumer cameras through improved manufacturing processes and product redesigns. From 1968 through 1979, Mr. James was President of James Associates, a group of businesses involving accounting and tax preparation, small business consulting, real estate sales and rentals, and retail jewelry sales. Mr. James was a founding Board member and VP Finance of the Boston Chapter of the Society of Concurrent Product Development. Mr. James holds a BS in chemical engineering from Northeastern University and has completed extensive managerial and technical subjects.
The Company’s By-Laws provide that (a) directors shall be elected to hold office until the next annual meeting of stockholders and that each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which the director was elected and until a successor has been elected, and (b) officers shall hold office until their successors are chosen by the Board of Directors, except that the Board may remove any officer at any time.
Significant Employees
Peter Roma was promoted to is the newly formed position of Senior Vice President of Sales and Service in August 2017.Service. He is now responsible for both new sales growth and the servicing of our current subscriber base. Previously, Mr. Roma was Vice President of Sales since 2010 where he was tasked with implementing firm wide the sales process he had developed while an Account Executive. He joined the Company in October 2004 as an Account Executive. Mr. Roma has over 35 years of sales experience. He started with Metropolitan Insurance Company but spent most of his career in financial services working for Shearson Lehman Bros., Inc. and then Merrill, Lynch, Pierce, Fenner & Smith where he was a Vice President-Private Client.
Michael Broos has been is the Chief Technology Officer and has been with the company since December 2001. He has more than 40 years of experience leading technology teams in the development and implementation of software applications for the Internet, Windows, DOS, and mainframes. Before joining the Company, Mr. Broos was Senior Vice President of Technology for About.com; Chief Technology Officer of Fan2Fan.com; Chief Technology Officer of AKA.com; Vice President of Internet Solutions for Inventure.com; and Vice President of Software Development for Dun & Bradstreetfor 8 years. Prior to joining Dun & Bradstreetin 1990, Mr. Broos was an independent consultant and entrepreneur for 10 years, during which time he co-founded several software companies, including Infocom (the creators of Zork). Mr. Broos began his career with a ten-year stint on the academic computer research staff of the M.I.T. Laboratory of Computer Science, where he developed interactive, graphical and email-based applications for the ARPANET (the precursor of today’s Internet).
Michael Clark was promoted to is the Senior Vice President of Information Technology in August 2018 and is now responsible for all aspects of technology. Previously, he had been Vice President of Software Development since MayDevelopment. Mr. Clark joined the company in 2002. Mr. Clark brings over 30 years of software design and development experience. Prior to joining the Company, from 1997-2001, Mr. Clark was Director of Software Development for The Technology Group, creating early web-based smart-document and legal expert systems. From 1988 to 1996 he helped develop the award-winning word processing system Nota Bene, enabling multi-lingual document editing in Windows and MS-DOS systems. Mr. Clark has a B.A. in Computational Mathematics from the University of Buffalo.
Kirk Ellis is the Senior Vice President of Quality Assurance and has led the QA department since 2008. Mr. Ellis guides a team of more than 30 data and financial analysts who ensure the data quality and integrity of our information and scores, including benchmarking the ongoing accuracy of our proprietary FRISK®Score. He joined CreditRiskMonitor in 2005 as a research analyst and has held a series of progressively responsible data leadership roles. Mr. Ellis has more than 20 years of experience in information services, focused on financial data collection, quality and research. Before coming to CreditRiskMonitor, he managed data and analytics teams at Citigate Financial Intelligence and at Thomson Financial Research. Mr. Ellis holds a BA in Economics from the State University of New York at Purchase.
Camilo Gomez, Ph.D. is Senior Vice President of Data Science and returned to CreditRiskMonitor in November 2020, having first joined the Company in October 2009 and leadsof 2009. During his decade-long tenure, which ended in June of 2019, Dr. Gomez served as Senior Vice President of Quantitative Research. In between stints at CreditRiskMonitor, Dr. Gomez held the Quantitative Research effort at the Company.role of Chief Analytics Officer for Beyond Finance, Inc. Prior to joining the Company in 2009, Dr. Gomez was a principal at Lone Pine Mesa LLC, where he consulted with companies in the area of specialty finance since 2005. Prior to that, he was a Managing Director at Standard & Poor’s Risk Solutions group since 2001. Before S&P, Dr. Gomez was co-founder and Group Head for Financial Analytics for the Center for Adaptive Systems & Applications (“CASA”), a company spun off from the Los Alamos National Laboratory where he had been a researcher. Formed in collaboration with Citibank, CASA provided quantitative analytical consulting services to Fortune 500 companies. A major focus at CASA was to develop scoring and economic response models covering different regions of the globe.Applications. Dr. Gomez earned a B.S. in 1980 and a Ph.D. in 1985 from the Massachusetts Institute of Technology.
Nicholas J. Walz was promoted to the role of Vice President of Marketing in August 2018. He joined the Company in August 2017 as Senior Marketing Manager. Prior to joining CreditRiskMonitor, Mr. Walz served as Senior E-Commerce & Web Manager for the Italy-based Vitec Group, a developer of professional broadcast and photographic equipment. In a hybrid marketing and sales role for several years, he spearheaded the company’s U.S. division, promoting more than a dozen brands to consumers looking to buy direct from the manufacturer and helped the U.S. become the No. 1 territory in terms of profit and revenue. Prior to that, he was in a Communications management role with the United States Tennis Association and the US Open Tennis Championships for six years, while also overseeing web development. Mr. Walz received his Master’s Degree in English from the State University of New York at Albany.
The Audit Committee
The Audit Committee shall assist the Board of Directors in fulfilling its responsibility to the shareholders, potential shareholders and investment community relating to corporate accounting, reporting practices of the Company and the quality and integrity of the Company’s financial reporting. To fulfill its purposes, the Committee’s duties shall include to:
Appoint, evaluate, compensate, oversee the work of, and if appropriate terminate, the independent auditor, who shall report directly to the Committee.
| · | Appoint, evaluate, compensate, oversee the work of, and if appropriate terminate, the independent auditor, who shall report directly to the Committee. |
Approve in advance all audit engagement fees and terms of engagement as well as all audit and non-audit services to be provided by the independent auditor.
| · | Approve in advance all audit engagement fees and terms of engagement as well as all audit and non-audit services to be provided by the independent auditor. |
Engage independent counsel and other advisors, as it deems necessary to carry out its duties.
| · | Engage independent counsel and other advisors, as it deems necessary to carry out its duties. |
In performing these functions, the Audit Committee meets periodically with the independent auditors and management to review their work and confirm that they are properly discharging their respective responsibilities. The Audit Committee met five times in connection with the last fiscal year’s audit, prior to the filing of the Company’s annual and quarterly SEC reports.
The Audit Committee currently consists of its outside directors – Andrew Melnick, Jeffrey Geisenheimer,Richard Lippe, and Joshua FlumFlum. Both Andrew Melnick and Richard James, all of whom, except Mr. Flum,Lippe are independent, and Andrew Melnick is an audit committee financial experts and are independent,expert, as such terms are defined by the SEC.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission (“SEC”) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Such persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file.
To the Company’s knowledge, based solely on its review of the copies of such reports received by it with respect to fiscal 2018,2021, or written representations from certain reporting persons, the Company believes that all filing requirements applicable to its directors, officers and persons who own more than 10% of a registered class of the Company’s equity securities have been timely complied with.
Code of Ethics
CreditRiskMonitor’s Board of Directors has adopted a Code of Ethics for its Principal Executive Officer and Senior Financial Officers. This Code applies to the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer (who also is the Company’s principal accounting officer).
| ITEM 11. | EXECUTIVE COMPENSATION. |
The following table shows all cash compensation paid or to be paid by the Company during the fiscal years indicated to the chief executive officer and all other executive officers of the Company as of the end of the Company’s last fiscal year.
SUMMARY COMPENSATION TABLE | | Name and Principal| SUMMARY COMPENSATION TABLE | | Name and Principal Position | | Year | | | Salary | | | Bonus (1) | | | Option Awards (2) | | | All Other Compensation | | | Total | | Jerome S. Flum, Chairman and Chief Executive Officer | | | 2021 2020 | | | $ $ | 150,000 157,292 | | | $ $ | - - | | | $ $ | - 1,200 | | | $ $ | - - | | | $ $ | 150,000 158,492 | | Michael I. Flum, President (3) | | | 2021 2020 | | | $ $ | 180,820 172,765 | | | $ $ | 12,000 7,250 | | | $ $ | - 3,235 | | | $ $ | - - | | | $ $ | 192,820 183,250 | | Lawrence Fensterstock, Former Senior Vice President (4) | | | 2021 2020 | | | $ $ | - 141,146 | | | $ $ | - 15,000 | | | $ $ | - - | | | $ $ | - - | | | $ $ | - 156,146 | | Steven Gargano, Senior Vice President (5) | | | 2021 2020 | | | $ $ | 185,400 166,385 | | | $ $ | 38,000 37,000 | | | $ $ | - 898 | | | $ $ | - - | | | $ $ | 223,400 204,283 | | Jonathan L. Levy, Former Senior Vice President (6) | | | 2021 2020 | | | $ $ | - 199,152 | | | $ $ | - - | | | $ $ | - - | | | $ $ | - - | | | $ $ | - 199,152 | |
Position
| | Year | | | Salary | | | Bonus (1)
| | | Option Awards (2)
| | | All Other
Compensation
| | | Total | | Jerome S. Flum, Chairman and Chief Executive Officer | | | 2018
2017
| | | $
$
| 183,120
180,360
| | | $
$
| 4,700
18,000
| | | $
$
| 2,971
2,971
| | | $
$
| -0-
-0-
| | | $
$
| 190,791
201,331
| | William B. Danner, President (3)
| | | 2018
2017
| | | $
$
| 157,047
217,080
| | | $
$
| -0-
39,400
| | | $
$
| 6,057
12,114
| | | $
$
| -0-
-0-
| | | $
$
| 163,104
268,594
| | Lawrence Fensterstock, Senior Vice President | | | 2018
2017
| | | $
$
| 183,120
180,360
| | | $
$
| 36,600
45,000
| | | $
$
| 1,461
1,461
| | | $
$
| -0-
-0-
| | | $
$
| 221,181
226,821
| |
(1) The amounts in this column reflect bonuses awarded for the fiscal year shown but paid in the subsequent fiscal year.
(2) Represents the compensation costs of stock option awards for financial reporting purposes for the year under ASC 718, rather than an amount paid to or realized by the Named Executive Officer. See Note 5 of the Notes to Financial Statements for a discussion of the assumptions used in calculating the aggregate grant date fair value computed in accordance with ASC 718. The ASC 718 value as of the grant date for stock options is spread over the number of months of service required for the grant to become non-forfeitable. There can be no assurance that the ASC 718 amounts will ever be realized.
(3) Mr. Danner servedMichael Flum was elected Senior Vice President and Chief Operating Officer on October 24, 2019. He was subsequently elected President on October 29, 2020.
(4) Mr. Fensterstock resigned as Chief Financial Officer on March 31, 2020, and retired on June 30, 2020.
(5) Mr. Gargano joined the Company as Senior Vice President until August 2, 2018, when he resigned fromin January 2020, and was elected Senior Vice President, and Chief Financial Officer on April 1, 2020.
(6) Mr. Levy joined the Company.Company as Senior Vice President and General Counsel in September 2019. The General Counsel position was eliminated on December 28, 2020.
Outstanding Equity Awards
The following table sets forth all stock options granted to the Company’s executive officers during the last fiscal year:
| GRANTS OF PLAN-BASED AWARDS |
| Equity Grants | | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards | Michael I. Flum | N/A | N/A | N/A | N/A | N/A | Steven Gargano | N/A | N/A | N/A | N/A | N/A | Steven Gargano | N/A | N/A | N/A | N/A | N/A |
The following table reflects outstanding equity grants to the Company’s executive officers as of December 31, 2021:
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Un-exercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying
Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | Jerome S. Flum | | | - | | | | - | | | | - | | | | - | | | | N/A | | Michael I. Flum | | | - - | | | | 50,000 25,000 | | | | - - | | | $ $ | 1.45 2.19 | | | | 10-24-29 10-29-29 | | Steven Gargano | | | - - | | | | 12,000 3,000 | | | | - - | | | $ $ | 1.80 2.19 | | | | 07-29-29 10-29-29 | |
The closing market price of the Company’s common stock on December 31, 2021 was $1.69 per share.
The options under the above grants may be exercised after four years in installments upon the attainment of specified length of service. In the event of a change in control (as defined), the options will vest in full at the time of such change in control.
Directors’ Fees
Effective January 1, 2016, non-employee directors receive $1,000 per quarter or a total of $4,000 per calendar year.
| DIRECTOR COMPENSATION | DIRECTOR COMPENSATION | | DIRECTOR COMPENSATION | | | Name | | Fees Earned or Paid in Cash | | | Option Awards(1) | | | Total | | | Fees Earned or Paid in Cash(1) | | | Option Awards(2) | | | Total | | | Andrew J. Melnick | | $ | 4,000 | | | $ | 2,331 | | | $ | 6,331 | | | $ | 4,000 | | | $ | 919 | | | $ | 4,919 | | | Jeffrey S. Geisenheimer | | $ | 4,000 | | | $ | 2,331 | | | $ | 6,331 | | | | Joshua M. Flum | | $ | 4,000 | | | $ | 6,552 | | | $ | 10,552 | | | $ | 4,000 | | | $ | 5,142 | | | $ | 9,142 | | | Richard J. James | | $ | 4,000 | | | $ | 2,331 | | | $ | 6,331 | | | Richard Lippe | | | $ | 4,000 | | | $ | 174 | | | $ | 4,174 | |
| (1) | Fees earned in 2021 was $4,000 per director. Fees paid in cash was $7,000 due to timing of payments made in 2021 for fees earned in 2020. |
| (2) | Represents the compensations costs for financial reporting purposes for the year under ASC 718. See Note 5 to the Notes to Financial Statements for the assumptions made in determining ASC 718 values. |
(1) Represents the compensations costs for financial reporting purposes for the year under ASC 718. See Note 5 to the Notes to Financial Statements for the assumptions made in determining ASC 718 values.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
The following table sets forth as of March 4, 20191, 2022 information regarding the beneficial ownership of the Company’s voting securities (i) by each person or group known by the Company to be the owner of record or beneficially of more than five percent of the Company’s voting securities, (ii) by each of the Company’s directors and executive officers, and (iii) by all directors and executive officers of the Company as a group. Except as indicated in the following notes, the owners have sole voting and investment power with respect to the shares. Unless otherwise noted, each owner’s mailing address is c/o CreditRiskMonitor.com, Inc., 704 Executive Boulevard, Valley Cottage, NY 10989.
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class | Santa Monica Partners, L.P. SMP Asset Management, LLC Lawrence J. Goldstein(2) 1865 Palmer Avenue Larchmont, NY 10538 | 716,654 | 6.57% | Tabatabai Investment Management LLC Tabatabai Investment Partners LP Alex Tabatabai(3) 540 N Dearborn Street, #101257 Chicago, IL 60610 | 727,430 | 6.66% | Flum Partners (4) | 5,641,134 | 51.68% | | Jerome S. Flum | 6,238,776 (5)(6) | 57.16% | | Lawrence Fensterstock | 142,378 | 1.30% | | Andrew J. Melnick | 59,670 | -----* | | Jeffrey S. Geisenheimer | 125,348 | 1.15% | | Joshua M. Flum | 10,400 | -----* | | Richard J. James | 64,350 | -----* | All directors and executive officers (as a group (7 persons)) | 6,640,922 (5)(6) | 60.84% |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | | 5% or Greater Stockholders | | | Santa Monica Partners, L.P. SMP Asset Management, LLC Lawrence J. Goldstein(1) 1865 Palmer Avenue Larchmont, NY 10538 | 693,744 | 6.47% | Flum Partners (2) | 5,641,134 | 52.08% | | Named Executive Officers | | | Jerome S. Flum | 6,239,776 (4)(5) | 57.61% | Michael I. Flum | 6,500 | -----* | | Non-Employee Directors | | | Andrew J. Melnick (5) | 63,070 | -----* | Richard Lippe | 49,903 | -----* | Joshua M. Flum (6) | 13,800 | -----* | All directors and executive officers (as a group (5 persons)) | 6,373,049 (3)(4) | 59.30% |
*less than 1%
(1) Does not give effect to (a) options to purchase 126,530 shares of Common Stock granted to 27 officers and employees pursuant to the 2009 Long-Term Incentive Plan of the Company, and (b) options to purchase an aggregate of 57,400 shares granted to the non-employee directors pursuant to the 2009 Long-Term Incentive Plan of the Company. All of the foregoing options are not exercisable within sixty days. Includes 2,600 shares of Common Stock issued to Flum Partners in consideration of loans to the Company. Includes options to purchase 15,600 shares of Common Stock granted to non-employee directors, 1,560 of Common Stock granted to Mr. Fensterstock, and 175,760 shares of Common Stock granted to 12 employees, all of which are immediately exercisable.
(2) Based on the information contained in a Schedule 13G/A filed February 1, 2019. The general partner of Santa Monica Partners, L.P. is SMP Asset Management, LLC. Lawrence J. Goldstein is an individual investor, the sole managing member and the sole owner of SMP Asset Management, LLC, and may be deemed to beneficially own these shares.
(3) Based on the information contained in a Schedule 13D filed April 11, 2017. Tabatabati Investment Management LLC is the general partner of Tabatabati Investment Partners LP. The managing member of Tabatabi Investment Management LLC is Alex Tabatabai.
(4)(2) The sole general partnerpartners of Flum Partners isare Jerome S. Flum, Chairman of the Board and Chief Executive Officer of the Company.Company; Michael I. Flum, President and Chief Operating Officer of the Company; and Barbara Schwartz, spouse of Jerome S. Flum. The controlling general partner is Jerome S. Flum.
(5)(3) Includes 5,641,134 shares owned by Flum Partners, of which Mr. Flum is the solecontrolling general partner, which are also deemed to be beneficially owned by Mr. Flum because of his power, as solecontrolling general partner of Flum Partners, to direct the voting of such shares held by the partnership. Mr. Flum disclaims beneficial ownership of the shares owned by Flum Partners. The 6,238,7766,239,776 shares of Common Stock, or 57.16%57.61% of the outstanding shares of Common Stock, may also be deemed to be owned, beneficially and collectively, by Flum Partners and Mr. Flum, as a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”).
(6)(4) Includes 7,800 shares of Common Stock owned by a grandchild of Mr. Flum, the beneficial ownership of which is disclaimed by Mr. Flum. Also, includes 260,000 shares of Common Stock owned by Family Trusts established by Mr. Flum, the beneficial ownership of which is disclaimed by Mr. Flum.
(5) Includes 55,770 shares of Common Stock and 7,700 shares of Common Stock which may be acquired upon the exercise of stock options which have vested or will vest within 60 days of March 10, 2020.
(6) Includes 6,500 shares of Common Stock and 7,700 shares of Common Stock which may be acquired upon the exercise of stock options which have vested or will vest within 60 days of March 10, 2020.
The Company’s current equity compensation plan approved by stockholders is the 20092020 Long-Term Incentive Plan. The 20092020 Long-Term Incentive Plan provides for the grant of options and other awards up to an aggregate of 1,300,0001,000,000 shares of common stock. The Company’s previous equity compensation plan approved by stockholders was the 2009 Long-Term Incentive Plan. The 2009 Long-Term Incentive Plan provided for the grant of options and other awards up to an aggregate of 1,000,000 shares of common stock. This plan expired at the end of 2019.
The following table summarizes information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all equity compensation plans of the Company as of December 31, 2018.2021.
| Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | | | Equity compensation plans approved by stockholders | | | 376,850 | | | $ | 2.98 | | | | 922,890 | | | | 568,650 | | | $ | 2.02 | | | | 787,450 | | | Total | | | 376,850 | | | $ | 2.98 | | | | 922,890 | | | | 568,650 | | | $ | 2.02 | | | | 787,450 | |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. |
There were no such reportable relationships or related transactions in 2018.2021.
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
The aggregate fees incurred by CohnReznick LLP for professional services rendered to the Company for the last two fiscal years are as follows:
| | | Fiscal Year Ended December 31, | | | Fiscal Year Ended December 31, | | | | | 2018 | | | 2017 | | | 2021 | | | 2020 | | | | | | | | | | | | | | | | Audit fees (1) | | $ | 102,000 | | | $ | 99,000 | | | $ | 131,500 | | | $ | 106,250 | | Audit related fees (2) | | | - | | | | - | | | - | | | 7,500 | | Tax fees (3) | | | 12,200 | | | | 11,785 | | | 13,500 | | | 12,800 | | | All other fees | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | Total fees | | $ | 114,200 | | | $ | 110,785 | | | $ | 145,000 | | | $ | 126,550 | |
| (1) | Consists of fees for services provided in connection with the audit of the Company’s financial statements and review of the Company’s quarterly financial statements. |
| (2) | Consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees.” |
| (3) | Consists of fees for preparation of federal and state income tax returns. |
The engagement of CohnReznick LLP for the 20182021 and 20172020 fiscal years and the scope of audit-related services, including the audits and reviews described above, and tax services were all pre-approved by the Audit Committee.
The policy of the Audit Committee is to pre-approve the engagement of the Company’s independent auditors and the furnishing of all audit and non-audit services.
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) Financial Statements – contained in Item 8:
(a)
| Financial Statements – contained in Item 8: |
| | Page | | | | | | Report of Independent Registered Public Accounting Firm (CohnReznick LLP, Melville, New York, PCAOB ID Number 596)
| 16 | | Balance Sheets - December 31, 20182021 and 20172020 | 17 | | Statements of Operations - Years Ended December 31, 20182021 and 20172020 | 18 | | Statements of Stockholders’ Equity - Years Ended December 31, 20182021 and 20172020 | 19 | | Statements of Cash Flows - Years Ended December 31, 20182021 and 20172020 | 20 | | Notes to Financial Statements | 21 |
(b) Exhibits:
| - | Copy of the Company’s Amended and Restated Articles of Incorporation dated as of May 7, 1999 (incorporated by reference to Form 10-KSB for the year ended December 31, 1999, filed March 29, 2000) | | | - | Copy of the Company’s By-Laws as amended April 27, 1987 and May 11, 1999 (incorporated by reference to Form 10-KSB for the year ended December 31, 2005, filed March 31, 2006)
9, 2020 | | | - | Copy of Company’s 20092020 Long-Term Incentive Plan (incorporated by reference to Definitive Statement on Schedule 14C, filed October 22, 2010) March 25, 2021) | | | - | CreditRiskMonitor.com, Inc. Code of Ethics for Principal Executive Officer and Senior Financial Officers (incorporated by reference to Form 10-KSB for the year ended December 31, 2003, filed March 30, 2004) | | | - | Consent of Independent Registered Public Accounting Firm | | | - | Certification of Chief Executive Officer | | | - | Certification of Chief Financial Officer | | | - | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | - | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 101.INS | -101.INS | XBRL Instance Document | 101.SCH | -101.SCH | XBRL Taxonomy Extension Schema Document | 101.CAL | -101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | 101.DEF | -101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | 101.LAB | -101.LAB | XBRL Taxonomy Extension Label Linkbase Document | 101.PRE | -101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CREDITRISKMONITOR.COM, INC. (REGISTRANT)
Date: March 22, 2019 25, 2022 | By: | /s/ | | | | | | Jerome S. Flum | | | | | Chairman of the Board and | | Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | Date: March 22, 2019
25, 2022 | By: | /s/ | /s/ Jerome S. Flum | | | | | Jerome S. Flum | | | | | Chairman of the Board and Chief Executive Officer | | | | | (PrincipalChief Executive Officer) |
Officer
Date: March 22, 2019
| By: | /s/ | Lawrence Fensterstock | | | | | Lawrence Fensterstock | | | | Chief Financial Officer
(Principal Executive Officer) | | | | Date: March 25, 2022 | By: /s/ Steven Gargano | | | Steven Gargano | | Chief Financial Officer | | (Principal Financial and Accounting Officer) |
Date: March 22, 2019
| By: | /s/ | | | | | Date: March 25, 2022 | By: /s/ Andrew J. Melnick | | | Andrew J. Melnick | | | |
Date: March 22, 2019
| By: | /s/ | | | | | Date: March 25, 2022 | Jeffrey S. GeisenheimerBy: /s/ Richard Lippe | | | Richard Lippe | | | |
Date: March 22, 2019
| By: | /s/ | | | | | Date: March 25, 2022 | By: /s/ Joshua M. Flum | | | | | |
Date: March 22, 2019
| By: | /s/ | Richard J. James | | | | | Richard J. James | | | | |
4347
|