|
|
|
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization)
|
|
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
|
Part I
|
|
Item 1.
|
|
Item 1B.
|
|
Item 1C.
|
|
Item 2.
|
|
Item 3.
|
|
Item 4.
|
|
Part II
|
|
Item 5.
|
|
Item 6.
|
|
Item 7.
|
|
Item 8.
|
|
Item 9.
|
|
Item 9A.
|
|
Item 9B.
|
|
Item 9C.
|
|
Part III
|
|
Item 10.
|
|
Item 11.
|
|
Item 12.
|
|
Item 13.
|
|
Item 14.
|
|
Part IV
|
|
Item 15.
|
ITEM 1. |
BUSINESS.
|
(1) |
CreditRiskMonitor®. The CreditRiskMonitor® product provides subscribers with unlimited usage and coverage of public and private business information featuring multi-period
financial statements with ratio analyses and spreads, credit risk scores, historical payment behavior, trend and peer analyses, credit limit recommendations, as well as up-to-date material news screened specifically for credit evaluation.
Another product feature is the user-customizable monitoring of subscriber-selected businesses for material changes and news, delivered automatically via email, so subscribers are always current on their counterparties. This feature is
supplemented with U.S. public-record filing information (i.e., suits, liens, judgments, and bankruptcy information) covering millions of public and private U.S. companies. The payment behavior scores are generated from trade receivable data
contributed through the Company’s Trade Contributor Program. The CreditRiskMonitor® product is delivered via a web platform in a highly structured way, enabling the tracking of subscribers’ usage information for over 15 years,
through many financial shifts. The CreditRiskMonitor® product is sold to subscribers through an upfront annual payment.
|
(2) |
SupplyChainMonitor™. The SupplyChainMonitor™ product provides subscribers with interactive tools to monitor and manage their company’s supply chain risks at the aggregate and granular levels. With
easy-to-use filtering and built-in views, the product offers concise dashboards with drill-down capabilities to examine counterparty risk across categories including geographic, industrial segment, and financial risk level, plus
subscriber-provided metadata classes such as criticality and direct/indirect. The product provides functions to easily view supplier locations on a world map that supports real-time event overlays including weather, natural disasters, and
power outages. Material news, events, and other risk alerts can be configured as immediate or daily digest “push” notifications providing automatic monitoring. Fully customizable company reports offer rich financial insights and charts
including the industry-leading 96%-accurate FRISK® score, analyst-informed financial questions for counterparties, NRSROs ratings, over 40 unique financial ratios, and more. With records on more than 30 million businesses
worldwide, predictive risk scores on approximately 5 million, and payment data on about 4 million, the SupplyChainMonitor™ product provides actionable insights for procurement risk management. Enhanced peer analysis tools allow comparisons
of up to 5 businesses over time across financial ratios and risk scores, simplifying bid reviews and alternative source investigations. Macro-level risk information on 180 countries across 10 risk categories, powered by the Economist
Intelligence Unit, is included to assist in sourcing strategy when examining geopolitical, legal, labor, tax, and security risks. The SupplyChainMonitor™ product is sold to subscribers through an upfront annual payment.
|
|
This platform is only offered with worldwide coverage and includes the U.S. Private Company Data Enhancement with third-party financial distress scores on 3 million private U.S. businesses. Subscribers can
purchase the International Private Company Data Enhancement for an additional annual fee, which provides the same enhanced coverage available in the CreditRiskMonitor® product.
|
(3) |
Credit Limit Service. The Credit Limit Service product, an add-on subscription service available on the CreditRiskMonitor® product, helps subscribers establish, update, and manage credit
limits for their customers based on the changing state of those customers’ financial strength. Available since 2007, this interactive product monitors daily changes in a customized and recommended credit limit for each customer, and
generates alerts to subscribers so they can take immediate action when a customer’s circumstances change. The Credit Limit Service is fully integrated with the CreditRiskMonitor® product, allowing subscribers to quickly engage in
deep analysis when reviewing any specific credit line limit. The additional fee is based, in part, on the number of companies evaluated during the annual subscription period.
|
(4) |
Confidential Financial Statements Solution. The Confidential Financial Statements Solution (“CFSS”) product is an available addition to the CreditRiskMonitor® and SupplyChainMonitor™
products to help subscribers streamline the financial risk assessments of their private company counterparties. Subscribers, or their designated counterparty(ies), upload confidential financial statements to the Company’s secure web portal
to leverage Optical Character Recognition (“OCR”) and Artificial Intelligence (“AI”) technology that automates the extraction, standardization, analyses, and bankruptcy scoring of that financial statement data. As a result, the CFSS product
eliminates the need for manual data entry and improves the consistency of financial risk assessments while supporting the quick turnarounds required for timely business decisions. Reports include standardized financial statements,
comprehensive peer benchmarking against public and private company comparables, CFS FRISK® score that leverages PAYCE® score insights (where available), and the Altman Z”-score. The CFSS product is sold in an initial
block of 10 credits and subsequent credits in any quantity. Credits are only consumed when bankruptcy scores are produced, and expire at the end of each annual subscription period.
|
(5) |
Confidential Financial Statement Tool. The Confidential Financial Statement Tool (“CFS Tool”) product was the precursor to the CFSS product and similarly delivers standardized private company
financial statements, peer analyses, and bankruptcy risk scores. However, subscribers using the CFS Tool are responsible for the data entry of the private counterparty statements via forms on the Company’s web-based platforms. Existing
clients of the CFS Tool can maintain access to use the CFS Tool, but it is no longer available for purchase by new subscribers.
|
(a) |
FRISK®. The FRISK® score is a daily updating, structural statistical model that is backtested using Company data and bankruptcies for public companies. The model includes
inputs from the stock market, financial statement ratios, agency ratings, and subscriber sentiment. Its calculation involves the 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. Many experienced and knowledgeable credit and risk professionals have incorporated the FRISK® score into their
fundamental analysis of companies with whom they do business. In 2024, the FRISK® score covered over 350,000 public and private companies worldwide representing over $100 trillion in corporate revenue.
|
(b) |
PAYCE®. 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, U.S. federal tax lien data, and more to deliver an approximately 80% accurate score on over
330,000 private companies in the U.S. and Canada. The PAYCE® score is unlike other payment-based models that infer bankruptcy risk from summarized past dollar-weighted payment performance. A PAYCE® score is only
calculated for a business when there are sufficient quantities of trade reporting suppliers and specific trade experiences. The Company believes that the model covers most U.S. private companies with $5 million or more in annual revenue3. Among all reported bankruptcies, about half are classified in the two highest risk categories at least three months before they file. This group represents
only 2.5% of the PAYCE® score’s coverage population, reinforcing its use as a workflow optimization tool to focus subscriber attention on those businesses with the greatest chance of experiencing bankruptcy within the next 12
months.
|
• |
Low price. The prices of the Company’s SaaS subscription products are low as compared to a subscriber’s possible losses from not being paid by a customer or being unable to secure critical
inventory/services from a supplier. Additionally, the prices are low relative to the cost of most competitive third-party financial risk analysis products.
|
• |
Non-cyclical. The Company’s business and recurring revenues have continued to grow year-over-year despite bullish macroeconomic performance. However, as economic growth slows, general corporate
credit risk usually increases, and the risk manager’s function rises in importance and complexity. Products that allow risk managers to perform their jobs more efficiently and cost-effectively should gain market share in most business
environments, but especially during economic downturns. In a contracting business environment, many companies face increasing price competition, which typically accelerates their shift to lower-cost technologies and providers, such as
CreditRiskMonitor.com. The Company has demonstrated accelerated growth during such periods including the Great Recession and the COVID-19 pandemic. In addition, because of the increase in corporate debt issuance and use of credit
derivatives, the Company believes public and private businesses are even more vulnerable to a business cycle contraction. Large over-the-counter debt and general market uncertainty imply continued high risk and complexity in extending
commercial trade credit to many businesses, putting a premium on the speed and analytical strength of CreditRiskMonitor.com’s products.
|
• |
Recurring revenue stream. The recurring annual revenue stream of its SaaS subscription fee model gives CreditRiskMonitor.com stability not found in a traditional, non-subscription company.
|
• |
Profit multiplier. Some of the Company’s basic costs are being reduced. On a broad basis, the prices of computer hardware, software, and telecommunications have been coming down for all buyers,
including CreditRiskMonitor.com. In addition, the Company has automated a significant number of the processes used to create and deliver its SaaS subscription products. Therefore, its production costs, apart from development costs
(enhancing and upgrading the Company’s web platforms as well as new product generation), are relatively stable over a wide range of increasing revenue. Offsetting these cost reductions is the cost of increasing the data content within
CreditRiskMonitor.com’s SaaS subscription products should the Company choose to increase content and not raise its prices to cover these additional costs.
|
• |
Self-financing. CreditRiskMonitor.com has no inventory, manufacturing, or warehouse facilities. Payments for its products are received early in the subscription period with nearly all subscribers
paying upfront annual fees without termination for convenience rights as opposed to monthly or quarterly contracts. Thus, the Company has a low capital intensity and can generate high margins providing sufficient positive cash flow to grow
the business organically with little need for external capital.
|
• |
Management. CreditRiskMonitor.com 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 approximately 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 still unaware of its SaaS subscription products. Additionally, many other potential subscribers, who are aware of its SaaS subscription products, have not evaluated its full suite of
products or recent enhancements/improvements.
|
• |
International penetration. Foreign businesses transacting within the U.S. or other international markets may have the same need as domestic businesses for CreditRiskMonitor.com’s financial analyses
of businesses. Worldwide, the Internet provides a mechanism for rapid and inexpensive marketing and distribution of the Company’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 and add-on products (upsell) as well as other products into different departments of existing subscribers (cross-sell). The Company’s SupplyChainMonitor™ product is a clear example of this goal as
it is offered to a different department than CreditRiskMonitor® and at a higher price point due to its additional functionality and content.
|
• |
Lowest cost provider. CreditRiskMonitor.com’s sourcing, analysis, and preparation of data into a usable form are highly automated. The Company delivers all its information to subscribers via the
Internet and there is automation between the sourcing of data and delivery of a business credit report to a subscriber. Because of this automation, CreditRiskMonitor.com’s production costs are relatively stable over a wide range of
increasing revenue. Management believes the Company’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, despite inflationary factors, foresees declining costs per subscriber in some important expense areas, such as computer hardware and
communication costs, which should increase net profits from its SaaS subscription products as it adds subscribers. However, new subscribers carry higher acquisition and servicing costs relative to existing ones, so some of these gains will
be offset. CreditRiskMonitor.com expects that its renewal revenue will continue to represent a larger share of total revenue each year and, by carrying a lower cost basis, will contribute to higher overall margins over time. The Company’s
preferred calculation for return on investment is Return on Tangible Net Worth as it focuses on hard assets. Given its lack of debt and limited intangible assets, the Company’s Tangible Net Worth normally represents most of its Total
Stockholders’ Equity and generates a fair rate of return based on pre-tax income.
|
ITEM 1B. |
UNRESOLVED STAFF COMMENTS.
|
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
|
|||||||
2023
|
||||||||
First Quarter
|
$
|
3.10
|
$
|
2.35
|
||||
Second Quarter
|
$
|
2.89
|
$
|
2.49
|
||||
Third Quarter
|
$
|
2.72
|
$
|
2.40
|
||||
Fourth Quarter
|
$
|
2.67
|
$
|
2.30
|
||||
2024
|
||||||||
First Quarter
|
$
|
2.31
|
$
|
2.05
|
||||
Second Quarter
|
$
|
2.12
|
$
|
2.00
|
||||
Third Quarter
|
$
|
2.25
|
$
|
2.02
|
||||
Fourth Quarter
|
$
|
3.40
|
$
|
2.20
|
ITEM 6. |
RESERVED.
|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
2024 | 2023 | |||||||
Cash and cash equivalents
|
$
|
6,674
|
$
|
11,005
|
||||
Held-to-maturity securities, current
|
$ |
2,467
|
$
|
3,495
|
||||
Accounts receivable, net
|
$
|
3,631
|
$
|
3,941
|
||||
Working capital
|
$
|
565
|
$
|
6,499
|
||||
Cash ratio
|
0.51
|
0.86
|
||||||
Quick ratio
|
0.97
|
1.45
|
||||||
Current ratio
|
1.04
|
1.51
|
||||||
Held-to-maturity securities, non-current
|
$ |
8,758
|
$ | 700 |
|
Year Ended December 31, | |||||||||||||||
2024 | 2023 | |||||||||||||||
% of Total
|
% of Total | |||||||||||||||
Amount
|
Revenue
|
Amount | Revenue | |||||||||||||
Operating revenues
|
$ |
19,809,881
|
100
|
%
|
$ |
18,931,931
|
100
|
%
|
||||||||
Operating expenses:
|
||||||||||||||||
Data and product costs
|
8,621,851
|
44
|
%
|
7,833,037
|
41
|
%
|
||||||||||
Selling, general and administrative expenses
|
9,536,492
|
48
|
%
|
9,223,031
|
49
|
%
|
||||||||||
Depreciation and amortization
|
401,996
|
2
|
%
|
383,767
|
2
|
%
|
||||||||||
Total operating expenses
|
18,560,339
|
94
|
%
|
17,439,835
|
92
|
%
|
||||||||||
Income from operations
|
1,249,542
|
6
|
%
|
1,492,096
|
8
|
%
|
||||||||||
Other income, net
|
918,572
|
5
|
%
|
715,330
|
4
|
%
|
||||||||||
Income before income taxes
|
2,168,114
|
11
|
%
|
2,207,426
|
12
|
%
|
||||||||||
Provision for income taxes
|
(493,212
|
)
|
(3
|
%)
|
(512,373
|
)
|
(3
|
%)
|
||||||||
Net income
|
$ |
1,674,902
|
8
|
%
|
$ |
1,695,053
|
9
|
%
|
2024
|
2023
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Held-to-maturity securities
|
||||||||
Accounts receivable, net of allowance for credit losses of $
|
|
|
||||||
Other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Held-to-maturity securities |
||||||||
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
|
|
|
||||||
Accrued expenses
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Deferred taxes on income, net
|
|
|
||||||
Unexpired subscription revenue, 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
|
$
|
|
$
|
|
2024
|
2023
|
|||||||
Operating revenues
|
$
|
|
$
|
|
||||
Operating expenses:
|
||||||||
Data and product costs
|
|
|
||||||
Selling, general and administrative expenses
|
|
|
||||||
Depreciation and amortization
|
|
|
||||||
Total operating expenses
|
|
|
||||||
Income from operations
|
|
|
||||||
Other income, net
|
|
|
||||||
Income before income taxes
|
|
|
||||||
Provision for income taxes
|
(
|
)
|
(
|
)
|
||||
Net income
|
$
|
|
$
|
|
||||
Net income per share:
|
||||||||
Basic
|
$
|
|
$
|
|
||||
Diluted
|
$
|
|
$
|
|
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
Balance January 1, 2023
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Net income
|
-
|
|
|
|
|
|||||||||||||||
Stock-based compensation
|
-
|
|
|
|
|
|||||||||||||||
Balance December 31, 2023
|
|
|
|
(
|
)
|
|
||||||||||||||
Net income
|
- |
|
|
|
|
|||||||||||||||
Stock-based compensation
|
-
|
|
|
|
|
|||||||||||||||
Balance December 31, 2024
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
2024
|
2023
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$ | $ | ||||||
Adjustments to reconcile net income to net cash provided by
|
||||||||
operating activities:
|
||||||||
Amortization of bond discount
|
( |
) | ( |
) | ||||
Depreciation and amortization
|
||||||||
Operating lease right-of-use asset, net
|
||||||||
Gain on lease remeasurement
|
( |
) | ||||||
Loss on disposal of property and equipment
|
||||||||
Stock-based compensation
|
||||||||
Deferred income taxes
|
||||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable, net
|
( |
) | ||||||
Other current assets
|
( |
) | ( |
) | ||||
Other noncurrent assets
|
||||||||
Unexpired subscription revenue
|
||||||||
Accounts payable
|
( |
) | ||||||
Accrued expenses
|
( |
) | ( |
) | ||||
Net cash provided by operating activities
|
||||||||
Cash flows from investing activities:
|
||||||||
Proceeds from held-to-maturity securities
|
||||||||
Purchase of held-to-maturity securities
|
( |
) | ( |
) | ||||
Purchase of property and equipment
|
( |
) | ( |
) | ||||
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
Net (decrease) 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
|
$
|
|
$
|
|
• |
Furniture and fixtures; computer equipment and software --
|
• |
Leasehold improvements -- lower of estimated useful life or term of lease (i.e.,
|
December 31, 2024
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Held-to-maturity securities |
||||||||||||||||
$ |
$ |
$ |
$ |
December 31, 2023
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Held-to-maturity securities | ||||||||||||||||
$ | $ | $ | $ |
December 31, 2024 |
||||||||||||
Amortized Cost
|
Gross Unrealized Gain (Loss)
|
Fair Value
|
||||||||||
Held-to-maturity securities
|
||||||||||||
U.S. Treasury securities
|
$
|
|
$
|
|
$
|
|
December 31, 2023 |
||||||||||||
Amortized Cost
|
Gross Unrealized Gain (Loss)
|
Fair Value
|
||||||||||
Held-to-maturity securities
|
||||||||||||
U.S. Treasury securities
|
$
|
|
$
|
|
$
|
|
2024 |
2023 | |||||||
Held-to-maturity securities:
|
||||||||
Due in one year or less
|
$
|
|
$ | |||||
Due in 12 – 24 months | ||||||||
$ | $ |
2024
|
2023
|
|||||||
Current:
|
||||||||
Federal
|
$
|
|
$
|
|
||||
State
|
|
|
||||||
Current
|
||||||||
Deferred:
|
||||||||
Federal
|
|
|
||||||
State
|
|
|
||||||
Deferred
|
||||||||
Income tax expense |
$
|
|
$
|
|
2024
|
2023
|
|||||||
Computed “expected” 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 expense
|
$
|
|
$
|
|
2024
|
2023
|
|||||||
Deferred tax assets:
|
||||||||
Stock options
|
$
|
|
$
|
|
||||
Accrued vacation
|
|
|
||||||
Allowance for credit losses
|
|
|
||||||
Deferred revenue
|
|
|
||||||
Deferred rent
|
|
|
||||||
Net operating loss
|
||||||||
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, 2023
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Expired
|
||||||||
Forfeited
|
(
|
)
|
|
|||||
Outstanding at December 31, 2023
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Expired
|
(
|
)
|
|
|
||||
Forfeited
|
(
|
)
|
|
|||||
Outstanding at December 31, 2024
|
|
$
|
|
|
2024
|
2023
|
||||||
Data and product costs
|
$
|
|
$
|
|
||||
Selling, general and administrative costs
|
|
|
||||||
$
|
|
$
|
|
2024
|
2023
|
|||||||
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
|
|
$
|
|
2024
|
2023
|
|||||||
Computer equipment and software
|
$
|
|
$
|
|
||||
Furniture and fixtures
|
|
|
||||||
Leasehold improvements
|
|
|
||||||
|
|
|||||||
Less accumulated depreciation and amortization
|
(
|
)
|
(
|
)
|
||||
Property and equipment, net |
$
|
|
$
|
|
2024
|
2023
|
|||||||
Net income
|
$
|
|
$
|
|
||||
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 per share:
|
||||||||
Basic
|
$
|
|
$
|
|
||||
Diluted
|
$
|
|
$
|
|
2024
|
2023
|
|||||||
Segment operating revenues
|
$
|
|
$
|
|
||||
Less:
|
||||||||
Significant segment expenses
|
||||||||
Data and product costs
|
||||||||
Employee expenses
|
|
|
||||||
Data feed expenses
|
|
|
||||||
Hosting and computer services expenses
|
|
|
||||||
Other data and product costs
|
|
|
||||||
Data and product costs subtotal
|
|
|
||||||
Selling, general and administrative expenses
|
||||||||
Marketing expenses (1)
|
|
|
||||||
Employee expenses
|
|
|
||||||
Professional fee expenses
|
|
|
||||||
Occupancy expenses (2)
|
|
|
||||||
Other general and administrative expenses
|
|
|
||||||
Selling, general and administrative expenses subtotal
|
|
|
||||||
Other significant segment items
|
||||||||
Depreciation and amortization
|
|
|
||||||
Other (income), net
|
(
|
)
|
(
|
)
|
||||
Provision for income taxes
|
|
|
||||||
Segment net income
|
$
|
|
$
|
|
(1)
|
|
(2)
|
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A. |
CONTROLS AND PROCEDURES.
|
ITEM 9B. |
OTHER INFORMATION.
|
ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
|
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
|
Age |
Principal Occupation/Position Held with
Company
|
Officer or
Director
Since
|
||
Jerome S. Flum
|
84
|
Executive Chairman of the Board
|
1983
|
||
Michael I. Flum
|
38
|
Chief Executive Officer/President
|
2019
|
||
Steven Gargano
|
48
|
Senior Vice President/Chief Financial Officer
|
2020 − 2024
|
||
Jennifer Gerold
|
52
|
Chief Financial Officer
|
2024
|
||
David Reiner
|
55
|
Chief Accounting Officer
|
2024
|
||
Brigitte Muehlmann
|
62
|
Director
|
2023
|
||
Lisa Reisman
|
56
|
Director
|
2023
|
||
Joshua M. Flum
|
55
|
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, Executive Chairman
|
2024
2023
|
$150,000
$150,000
|
-
-
|
-
-
|
-
-
|
$150,000
$150,000
|
|
Michael I. Flum, Chief Executive Officer
|
2024
2023
|
$211,200
$201,000
|
$40,000
$38,000
|
$22,513
$13,129
|
-
-
|
$273,713
$252,129
|
|
Steven Gargano, Chief Financial Officer (3)
|
2024
2023
|
$79,996
$196,000
|
-
$38,500
|
-
$2,179
|
-
-
|
$79,996
$236,679
|
|
Jennifer Gerold, Chief Financial Officer (3)
|
2024
2023
|
$176,790
-
|
$40,000
-
|
$1,097
-
|
-
-
|
$217,887
-
|
|
David Reiner, Chief Accounting Officer (4)
|
2024
2023
|
$172,984
-
|
$37,000
-
|
$772
-
|
-
-
|
$210,756
-
|
GRANTS OF PLAN-BASED AWARDS
|
||||||
Equity Grants
|
||||||
Name
|
Grant Date
|
All Other Stock
Awards:
Number of
Shares of Stock
or Units (#)
|
All Other
Option Awards:
Number of
Securities
Underlying
Options (#)
|
Exercise or Base
Price of Option
Awards
($/Share)
|
Grant Date Fair
Value of Stock
and Option
Awards ($)
|
|
Jerome S. Flum
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Michael I. Flum
|
3/13/2024
|
N/A
|
5,000
|
$2.42
|
$6,590
|
|
Jennifer Gerold (1)
|
3/13/2024
|
N/A
|
10,000
|
$2.20
|
$13,619
|
|
David Reiner
|
3/13/2024
|
N/A
|
2,000
|
$2.20
|
$2,724
|
OUTSTANDING EQUITY AWARDS
|
||||||
Name
|
Number of Securities
Underlying
Unexercised Options
(#)
Exercisable
|
Number of Securities
Underlying
Unexercised Options
(#)
Un-exercisable
|
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
|
Jerome S. Flum
|
-0-
|
-0-
|
-0-
|
-0-
|
N/A
|
|
Michael I. Flum
|
30,000
7,500
-0-
-0-
-0-
-0-
|
20,000
17,500
30,000
5,000
50,000
5,000
|
-0-
-0-
-0-
-0-
-0-
-0-
|
$1.45
$2.19
$1.85
$2.70
$3.08
$2.42
|
10-24-29
10-29-29
01-28-32
01-25-33
05-01-33
03-13-32
|
|
Jennifer Gerold (1)
|
-0-
|
10,000
|
-0-
|
$2.20
|
03-13-32
|
|
David Reiner
|
5,000
1,000
600
150
-0-
-0-
-0-
|
-0-
-0-
400
350
2,000
1,500
2,000
|
-0-
-0-
-0-
-0-
-0-
-0-
-0-
|
$2.90
$3.00
$1.45
$2.19
$1.85
$2.70
$2.20
|
01-05-26
10-26-26
10-24-29
10-29-29
01-28-32
01-25-33
03-13-32
|
DIRECTOR COMPENSATION
|
|||||
Name
|
Year
|
Fees Earned or Paid in Cash(1)
|
Option
Awards(2)
|
Total
|
|
Brigitte Muehlmann
|
2024
2023
|
$5,000
$8,000
|
$840
$367
|
$5,840
$8,367
|
|
Lisa Reisman
|
2024
2023
|
$4,000
$8,000
|
$840
$367
|
$4,840
$8,367
|
|
Joshua M. Flum
|
2024
2023
|
$4,000
$8,000
|
$9,902
$7,259
|
$13,902
$15,259
|
|
Andrew J. Melnick (3)
|
2024
2023
|
−
$4,000
|
−
−
|
−
$ 4,000
|
|
Richard Lippe (3)
|
2024
2023
|
−
$4,000
|
−
−
|
−
$ 4,000
|
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)
|
720,904
|
6.7%
|
|
Caldwell Sutter Capital, Inc.
Jospeh F. Helmer (2)
|
543,740
|
5.1%
|
|
Flum Partners (3)
|
5,410,437
|
50.5%
|
|
Named Executive Officers
|
|||
Jerome S. Flum
|
6,008,047 (4)(5)
|
56.0%
|
|
Michael I. Flum
|
6,500
|
-----*
|
|
Non-Employee Directors
|
|||
Joshua M. Flum
|
6,500
|
-----*
|
|
All directors and executive officers
(as a group (7 persons))
|
6,021,047 (4)(5)
|
56.2%
|
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
|
716,050
|
$2.14
|
532,350
|
|
Total
|
716,050
|
$2.14
|
532,350
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
2024
|
2023
|
|||||||
Audit fees (1)
|
$
|
202,761
|
$
|
158,550
|
||||
Tax fees (2)
|
17,330
|
17,325
|
||||||
All other fees
|
- |
-
|
||||||
Total fees
|
$
|
220,091
|
$
|
175,875
|
(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 preparation of federal and state income tax returns.
|
(a)
|
Financial Statements – contained in Item 8:
|
|
|
Page
|
|
|
|
|
Report of Independent Registered Public Accounting Firm (
|
20 |
|
21 | |
|
22 | |
|
23 | |
|
24 | |
|
25 |
(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)
|
||
-
|
Company’s
By-Laws as amended March 9, 2020 (incorporated by reference to Form 10-K for the year ended December 31, 2020, filed March 25, 2021)
|
||
-
|
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)
|
||
- |
CreditRiskMonitor.com, Inc. Policy on the Prevention of Insider Trading
|
||
-
|
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 20, 2025
|
By: /s/ Jerome S. Flum | |
Jerome S. Flum
|
||
Executive Chairman of the Board
|
Date: March 20, 2025
|
By: /s/ Michael I. Flum | |
Michael I. Flum
|
||
Chief Executive Officer and
|
||
|
President | |
|
(Principal Executive Officer)
|
Date: March 20, 2025
|
By: /s/ Jennifer Gerold | |
Jennifer Gerold
|
||
Chief Financial Officer
|
||
(Principal Accounting Officer)
|
Date: March 20, 2025
|
By: /s/ David Reiner | |
David Reiner
|
||
Chief Accounting Officer
|
Date: March 20, 2025
|
By: /s/ Brigitte Muehlmann | |
Brigitte Muehlmann
|
||
Director
|
Date: March 20, 2025
|
By: /s/ Lisa Reisman | |
Lisa Reisman
|
||
Director
|
Date: March 20, 2025
|
By: /s/ Joshua M. Flum | |
|
Joshua M. Flum
|
|
|
Director |