|
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
None
|
N/A
|
N/A
|
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
|
|
Smaller reporting company
|
|
|
|
Emerging growth company
|
ITEM 1. |
BUSINESS
|
(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 materiality in credit evaluation. Another feature of the Fundament Service is the notification and delivery of this news via email, concerning only
companies of interest to the subscriber. This feature is supplemented with trade receivable data contributed 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. The Company’s Fundamental Services is delivered via its web platform and is highly structured, enabling the tracking of subscriber usage information for
over 15 years, through many financial shifts.
|
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. Many experienced and knowledgeable credit
and risk professionals use the Company’s Fundamental Service routinely to analyze the companies with whom they do business. 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
distinct behavioral patterns. When such patterns occur in aggregate, the herd signal is predictive of increased bankruptcy risk. Essentially, when credit professionals start looking more closely as a group, there is usually a 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 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 that are proprietary Company trade secrets. It appears that CreditRiskMonitor is the only company currently using crowdsourcing of subscriber activity in generating a financial risk score. In 2021, the FRISK® score
covered approximately 300,000 public and private companies worldwide, totaling an estimated $91.4 trillion in corporate revenue compared to estimated global Gross Domestic Product (“GDP”) of $89.4 trillion3.
|
ii. |
The 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 70% accurate score on approximately 94,000 private companies in the United
States and Canada. Unlike other payment-based models, a PAYCE® score is only calculated when there is both a sufficient number of trade contributors and trade lines on a company for the analysis.
|
(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 is based, in part, on the number of
companies evaluated during the annual subscription period, and includes email monitoring alerts.
|
(3) |
The Financial Statement Processing (“FSP”) product, an add-on subscription service, provides subscribers a flexible option to help ease their process in the collection, data entry, and standardization of private company financial
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.
|
(4) |
Confidential 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 the past 3 annual subscription periods.
|
• |
Low price. The prices of CreditRiskMonitor’s SaaS subscription products are low as compared to a subscriber’s possible losses from not being paid, and are low as compared to the cost of most
competitive credit analysis 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, 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-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 (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 very accurate number of the totals, but according to the Bank for International Settlements,
as of June 2021, the notional value of Over-the-Counter Credit Default Swap Derivatives was $610 trillion4. For perspective, the world GDP estimate for the
full year is approximately $89 trillion and the market value of all worldwide domestic equity was approximately $120 trillion5. Thus, publicly-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 putting a premium on the speed and analytic strength of CreditRiskMonitor’s products.
|
• |
Recurring revenue stream. The recurring annual revenue stream of its SaaS subscription fee model gives the Company stability not found in a traditional, 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 SaaS subscription products; therefore, its production costs, apart from the development
cost of enhancing and upgrading the Company’s 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 SaaS
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 payments for its products are made early in the subscription 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 has a low capital intensity and is capable of generating high margins and sufficient
positive cash flow to grow the business organically with little need for external capital.
|
• |
Management. CreditRiskMonitor has an experienced management team with proven talent in business credit evaluation systems and SaaS web development. The Company’s senior management team has an
average tenure of over 15 years.
|
• |
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 subscribers are unaware of its SaaS subscription products, while many others who are aware of CreditRiskMonitor have not evaluated its 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 SaaS subscription products.
|
• |
Broaden the services supplied. Revenue per subscriber may increase over time as the Company adds functionality, content, and new products. Also, revenue per subscriber should increase over time
as the Company sells additional seat licenses (upsell) and products (cross-sell) to existing subscribers.
|
• |
Lowest cost provider. CreditRiskMonitor’s sourcing, analysis, and preparation of data into a usable form are highly automated. CreditRiskMonitor delivers all of its information to subscribers 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 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 subscriber 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 subscribers over the Company’s in-place fixed costs.
|
ITEM 2.
|
PROPERTIES.
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES.
|
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
High Bid
|
Low Bid
|
|||||||
2020
|
||||||||
First Quarter
|
$
|
1.62
|
$
|
1.23
|
||||
Second Quarter
|
$
|
1.55
|
$
|
1.40
|
||||
Third Quarter
|
$
|
2.30
|
$
|
1.40
|
||||
Fourth Quarter
|
$
|
2.47
|
$
|
2.10
|
||||
2021
|
||||||||
First Quarter
|
$
|
2.65
|
$
|
2.18
|
||||
Second Quarter
|
$
|
3.29
|
$
|
2.30
|
||||
Third Quarter
|
$
|
2.57
|
$
|
1.90
|
||||
Fourth Quarter
|
$
|
2.02
|
$
|
1.63
|
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
2021
|
2020
|
|||||||
Cash and cash equivalents
|
$
|
12,382
|
$
|
10,303
|
||||
Accounts receivable, net
|
$
|
2,803
|
$
|
2,557
|
||||
Working capital
|
$
|
3,964
|
$
|
848
|
||||
Cash ratio
|
1.04
|
0.79
|
||||||
Quick ratio
|
1.28
|
0.98
|
||||||
Current ratio
|
1.32
|
1.06
|
Year Ended December 31,
|
||||||||||||||||
2021
|
2020
|
|||||||||||||||
Amount
|
% of Total Revenue
|
Amount
|
% of Total Revenue
|
|||||||||||||
Operating revenues
|
$
|
17,065,132
|
100
|
%
|
$
|
15,732,366
|
100
|
%
|
||||||||
Operating expenses:
|
||||||||||||||||
Data and product costs
|
6,332,091
|
37
|
%
|
6,026,464
|
38
|
%
|
||||||||||
Selling, general and administrative expenses
|
8,134,694
|
48
|
%
|
9,724,182
|
62
|
%
|
||||||||||
Depreciation and amortization
|
296,299
|
2
|
%
|
219,847
|
1
|
%
|
||||||||||
Total operating expenses
|
14,763,084
|
87
|
%
|
15,970,493
|
102
|
%
|
||||||||||
Income (loss) from operations
|
2,302,048
|
13
|
%
|
(238,127
|
)
|
(2
|
%)
|
|||||||||
Gain on forgiveness of bank loan
|
1,561,500
|
9
|
%
|
|||||||||||||
Other income, net
|
9,962
|
0
|
%
|
26,774
|
0
|
%
|
||||||||||
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)
|
$
|
3,363,704
|
20
|
%
|
$
|
(47,428
|
)
|
(0
|
%)
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
2021
|
2020
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Available-for-sale securities -municipal bonds
|
|
|
||||||
Accounts receivable, net of allowance of $
|
|
|
||||||
Other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Operating lease right-of-use asset
|
|
|
||||||
Goodwill
|
|
|
||||||
Other assets
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Unexpired subscription revenue
|
$
|
|
$
|
|
||||
Accounts payable
|
|
|
||||||
Current portion of operating lease liability
|
|
|
||||||
Current portion of bank loan
|
|
|
||||||
Accrued expenses
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Deferred taxes on income, net
|
|
|
||||||
Unexpired subscription revenue, less current portion
|
|
|
||||||
Bank loan, less current portion
|
|
|
||||||
Operating lease liability, less current portion
|
|
|
||||||
Total liabilities
|
|
|
||||||
Commitments and contingencies
|
||||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $
|
|
|
||||||
Common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ equity
|
|
|
||||||
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
2021
|
2020
|
|||||||
Operating revenues
|
$
|
|
$
|
|
||||
Operating expenses:
|
||||||||
Data and product costs
|
|
|
||||||
Selling, general and administrative expenses
|
|
|
||||||
Depreciation and amortization
|
|
|
||||||
Total operating expenses
|
|
|
||||||
Income (loss) from operations
|
|
(
|
)
|
|||||
Other income:
|
||||||||
Gain on forgiveness of bank loan
|
||||||||
Other income, net
|
|
|
||||||
Income (loss) before income taxes
|
|
(
|
)
|
|||||
(Provision for) Benefit from income taxes
|
(
|
)
|
|
|||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
Net income (loss) per share:
|
||||||||
Basic
|
$
|
|
$
|
(
|
) |
|||
Diluted
|
$
|
|
$
|
(
|
) |
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
Balance January 1, 2020
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Net loss
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Stock-based compensation
|
-
|
|
|
|
|
|||||||||||||||
Balance December 31, 2020
|
|
|
|
(
|
)
|
|
||||||||||||||
Net income
|
- |
|
|
|
|
|||||||||||||||
Stock-based compensation
|
-
|
|
|
|
|
|||||||||||||||
Balance December 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
2021
|
2020
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net
|
||||||||
cash provided by operating activities:
|
||||||||
Gain on forgiveness of bank loan
|
( |
) | ||||||
Deferred income taxes
|
( |
) | ||||||
Depreciation and amortization
|
||||||||
Operating lease
|
||||||||
Stock-based compensation
|
||||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable, net
|
( |
) | ( |
) | ||||
Other current assets
|
||||||||
Other assets
|
( |
) | ( |
) | ||||
Unexpired subscription revenue
|
( |
) | ||||||
Accounts payable
|
( |
) | ||||||
Accrued expenses
|
( |
) | ||||||
Net cash provided by operating activities
|
||||||||
Cash flows from investing activities:
|
||||||||
Sale (purchase) of available-for-sale securities - municipal bonds
|
( |
) | ||||||
Purchase of property and equipment
|
( |
) | ( |
) | ||||
Net cash provided by (used in) investing activities
|
|
(
|
)
|
|||||
Cash flows from financing activities:
|
||||||||
Proceeds from bank loan
|
|
|
||||||
|
||||||||
Net cash provided by financing activities
|
|
|
||||||
Net increase in cash and cash equivalents
|
|
|
||||||
Cash and cash equivalents at beginning of year
|
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
|
$
|
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid, net during the year for:
|
||||||||
Income taxes
|
$
|
|
$
|
|
• |
Fixtures, equipment and software --
|
• |
Leasehold improvements -- lower of estimated useful life or term of lease (i.e.,
|
December 31, 2021
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
December 31, 2020
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Available-for-sale securities
|
$ | $ | $ | $ |
Cost
|
Unrealized Loss
|
Fair Value
|
||||||||||
Available-for-sale securities
|
$
|
|
$
|
(
|
)
|
$
|
|
Available-for-sale securities | ||||
Due after 10 years
|
$
|
|
2021
|
2020
|
|||||||
Current:
|
||||||||
Federal
|
$
|
|
$
|
|
||||
State
|
|
(
|
)
|
|||||
Deferred:
|
||||||||
Federal
|
|
(
|
)
|
|||||
State
|
|
(
|
)
|
|||||
$
|
|
$
|
(
|
)
|
2021
|
2020
|
|||||||
Computed “expected” (benefit) expense
|
$
|
|
$
|
(
|
)
|
|||
Permanent differences
|
(
|
)
|
|
|||||
State and local income tax expense
|
|
|
||||||
True-up of current taxes
|
(
|
)
|
(
|
)
|
||||
True-up of deferred taxes
|
|
|
||||||
Change in state apportionment
|
|
(
|
)
|
|||||
Income tax (benefit) expense
|
$
|
|
$
|
(
|
)
|
2021
|
2020
|
|||||||
Deferred tax assets:
|
||||||||
Stock options
|
$ |
|
$ |
|
||||
Accrued vacation
|
|
|
||||||
Bad debt allowance
|
|
|
||||||
Deferred revenue
|
|
|
||||||
Deferred rent
|
|
|
||||||
Other
|
|
|
||||||
Total deferred tax assets
|
|
|
||||||
Deferred tax liabilities:
|
||||||||
Goodwill
|
(
|
)
|
(
|
)
|
||||
Fixed assets
|
(
|
)
|
(
|
)
|
||||
Total deferred tax liabilities
|
(
|
)
|
(
|
)
|
||||
Net deferred tax liabilities
|
$
|
(
|
)
|
$
|
(
|
)
|
Number
of Shares
|
Weighted
Average
Exercise
Price
|
|||||||
Outstanding at January 1, 2020
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Expired
|
( |
) | ||||||
Forfeited
|
(
|
)
|
|
|||||
Outstanding at December 31, 2020
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Expired
|
(
|
)
|
|
|||||
Forfeited
|
(
|
)
|
|
|||||
Outstanding at December 31, 2021
|
|
$
|
|
|
2021
|
2020
|
||||||
Data and product costs
|
$
|
|
$
|
|
||||
Selling, general and administrative costs
|
|
|
||||||
$
|
|
$
|
|
2021
|
2020 |
|||||||
Risk-free interest rate
|
|
%
|
|
%
|
||||
Expected volatility factor
|
|
%
|
|
%
|
||||
Expected dividends
|
|
|
||||||
Expected life of the option (years)
|
|
|
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
|
||||||||||||||||
$
|
|
|
$
|
|
|
$ |
|
||||||||||||||
$
|
|
|
$
|
|
|
$
|
|
||||||||||||||
$
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
|
$
|
|
|
$
|
|
Number of Shares
|
Weighted
Average Grant
Date Fair Value
|
|||||||
Non-vested, beginning of year
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Terminated or expired
|
(
|
)
|
|
|||||
Non-vested, end of year
|
|
$
|
|
2021
|
2020
|
|||||||
Computer equipment and software
|
$
|
|
$
|
|
||||
Furniture and fixtures
|
|
|
||||||
Leasehold improvements
|
|
|
||||||
|
|
|||||||
Less accumulated depreciation and amortization
|
(
|
)
|
(
|
)
|
||||
$
|
|
$
|
|
2022
|
$
|
|
||
2023
|
|
|||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
Thereafter
|
|
|||
Total future undiscounted lease payments
|
|
|||
LESS: Imputed interest
|
(
|
)
|
||
Present value of lease liability
|
$
|
|
||
Current portion of operating lease liability
|
$
|
|
||
Non-current portion of operating lease liability
|
|
|||
$
|
|
2021
|
2020
|
|||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
Weighted average common shares outstanding – basic
|
|
|
||||||
Potential shares exercisable under stock option plans
|
|
|
||||||
Less: Shares which could be repurchased under treasury stock method
|
(
|
)
|
|
|||||
Weighted average common shares outstanding – diluted
|
|
|
||||||
Net income (loss) per share:
|
||||||||
Basic
|
$
|
|
$
|
(
|
) | |||
Diluted
|
$
|
|
$
|
(
|
) |
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
ITEM 9B.
|
OTHER INFORMATION.
|
ITEM 9C.
|
COVID-19.
|
ITEM 9D.
|
CYBER-SECURITY
|
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
|
Age
|
Principal Occupation/Position
Held with Company
|
Officer or
Director
Since
|
Jerome S. Flum
|
81
|
Chairman of the Board/Chief
Executive Officer
|
1983
|
Michael I. Flum
|
35
|
President/Chief Operating
Officer
|
2019
|
Steven Gargano
|
45
|
Senior Vice President/Chief
Financial Officer
|
2020
|
Andrew J. Melnick
|
80
|
Director
|
2005
|
Richard Lippe
|
83
|
Director
|
2020
|
Joshua M. Flum
|
52
|
Director
|
2007
|
• |
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.
|
• |
Engage independent counsel and other advisors, as it deems necessary to carry out its duties.
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
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
|
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 ($/Sh)
|
Grant Date Fair
Value of Stock
and Option
Awards
|
Michael I. Flum
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Steven Gargano
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Steven Gargano
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
||||||||||||||||||||
Name
|
Number of Securities
Underlying
Unexercised Options
(#)
Exercisable
|
Number of Securities
Underlying
Unexercised Options
(#)
Un-exercisable
|
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised Unearned Options
(#)
|
Option
Exercise
Price
($)
|
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
|
DIRECTOR COMPENSATION
|
||||||||||||
Name
|
Fees Earned or
Paid in Cash(1)
|
Option
Awards(2)
|
Total
|
|||||||||
Andrew J. Melnick
|
$
|
4,000
|
$
|
919
|
$
|
4,919
|
||||||
Joshua M. Flum
|
$
|
4,000
|
$
|
5,142
|
$
|
9,142
|
||||||
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.
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
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%
|
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)
|
|||||||||
Equity compensation plans
approved by stockholders
|
568,650
|
$
|
2.02
|
787,450
|
||||||||
Total
|
568,650
|
$
|
2.02
|
787,450
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
Fiscal Year Ended
December 31,
|
||||||||
2021
|
2020
|
|||||||
Audit fees (1)
|
$
|
131,500
|
$
|
106,250
|
||||
Audit related fees (2)
|
-
|
7,500
|
||||||
Tax fees (3)
|
13,500
|
12,800
|
||||||
All other fees
|
-
|
-
|
||||||
Total fees
|
$
|
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.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
Page
|
||
Report of Independent Registered Public Accounting Firm (
|
16
|
|
Balance Sheets - December 31, 2021 and 2020
|
17
|
|
Statements of Operations - Years Ended December 31, 2021 and 2020
|
18
|
|
Statements of Stockholders’ Equity - Years Ended December 31, 2021 and 2020
|
19
|
|
Statements of Cash Flows - Years Ended December 31, 2021 and 2020
|
20
|
|
Notes to Financial Statements
|
21
|
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)
|
||
Company’s By-Laws as amended March 9, 2020
|
||
Copy of Company’s 2020 Long-Term Incentive Plan (incorporated by reference to Definitive Statement on Schedule 14C, filed 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
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
Date: March 25, 2022
|
By: /s/ Jerome S. Flum
|
Jerome S. Flum
|
|
Chairman of the Board and
|
|
Chief Executive Officer
|
Date: March 25, 2022
|
By: /s/ Jerome S. Flum
|
Jerome S. Flum
|
|
Chairman of the Board and
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
Date: March 25, 2022
|
By: /s/ Steven Gargano
|
Steven Gargano
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
Date: March 25, 2022
|
By: /s/ Andrew J. Melnick
|
Andrew J. Melnick
|
|
Director
|
|
Date: March 25, 2022
|
By: /s/ Richard Lippe
|
Richard Lippe
|
|
Director
|
|
Date: March 25, 2022
|
By: /s/ Joshua M. Flum
|
Joshua M. Flum
|
|
Director
|