Creditriskmonitor Com Inc 10-Q for FY2022 Q3
Creditriskmonitor Com Inc (CRMZ)
10-Q
2022-11-10
For: 2022-09-30
View Original
Added on
April 06, 2026
About this 10-Q
Creditriskmonitor Com Inc filed this 10-Q on November 10, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.55M
- up 5.2% from $4.32M a year earlier
- Net income
- $485.98K
- down 1.9% from net income of $495.35K a year earlier
- Diluted EPS
- $0.05
- unchanged from $0.05 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2022
OR
For the transition period from to
Commission File Number: 1-8601
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
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Registrant’s telephone number, including area code: (845 ) 230-3000
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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N/A
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N/A
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common stock $.01 par value – 10,722,401 shares outstanding as of November 10, 2022. The
aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2021 and June 30, 2022 was $11,869,949 and $10,037,090 respectively.
CREDITRISKMONITOR.COM, INC.
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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| Condensed Balance Sheets – September 30, 2022 (Unaudited) and December 31, 2021 |
2
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3
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| Condensed Statements of Operations for the Nine Months Ended September 30, 2022 and 2021 (Unaudited) | 4 |
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5
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| Condensed Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2022 and 2021 (Unaudited) | 6 |
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7
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8
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Item 2.
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10
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Item 4.
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14
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PART II. OTHER INFORMATION
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Item 6.
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15
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16
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PART I. FINANCIAL INFORMATION
CREDITRISKMONITOR.COM, INC.
SEPTEMBER 30, 2022
AND DECEMBER 31, 2021
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September 30,
2022
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December 31,
2021
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|||||||
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(Unaudited)
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(Note 1)
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|||||||
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ASSETS
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||||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$
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$
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||||
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Accounts receivable, net of allowance of $
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||||||
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Other current assets
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||||||
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Total current assets
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||||||
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Property and equipment, net
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||||||
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Operating lease right-to-use asset
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Goodwill
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Other assets
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Total assets
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$
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$
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
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Current liabilities:
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||||||||
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Unexpired subscription revenue
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$
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$
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Accounts payable
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||||||
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Current portion of operating lease liability
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||||||
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Accrued expenses
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Total current liabilities
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Deferred taxes on income, net
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Unexpired subscription revenue, less current portion
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||||||
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Operating lease liability, less current portion
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Total liabilities
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Stockholders’ equity:
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||||||||
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Preferred stock, $
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||||||
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Common stock, $
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||||||
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Additional paid-in capital
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||||||
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Accumulated deficit
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(
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)
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(
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)
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Total stockholders’ equity
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||||||
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Total liabilities and stockholders’ equity
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$
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$
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||||
See accompanying notes to condensed financial statements.
CREDITRISKMONITOR.COM, INC.
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Unaudited)
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2022
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2021
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|||||||
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Operating revenues
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$
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$
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Operating expenses:
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||||||||
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Data and product costs
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Selling, general and administrative expenses
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Depreciation and amortization
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Total operating expenses
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Income from operations
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Other income
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Income before income taxes
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Provision for income taxes
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(
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)
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(
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)
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Net income
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$
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$
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||||
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Net income per share – Basic and diluted
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$
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$
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Weighted average number of common shares outstanding –
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||||||||
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Basic
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||||||
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Diluted
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||||||
See accompanying notes to condensed financial statements.
CREDITRISKMONITOR.COM, INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Unaudited)
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2022
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2021
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|||||||
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Operating revenues
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$
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$
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||||
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Operating expenses:
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||||||||
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Data and product costs
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||||||
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Selling, general and administrative expenses
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Depreciation and amortization
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Total operating expenses
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Income from operations
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Other income
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Income before income taxes
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Provision for income taxes
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(
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)
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(
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)
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Net income
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$
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$
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||||
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Net income per share – Basic and diluted
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$ |
$
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Weighted average number of common shares outstanding –
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||||||||
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Basic
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||||||
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Diluted
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||||||
See accompanying notes to condensed financial statements.
CREDITRISKMONITOR.COM, INC.
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Unaudited)
| Additional |
Total
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|||||||||||||||||||
| Common Stock |
Paid-in
Capital
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Accumulated
Deficit
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Stockholders’ Equity
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|||||||||||||||||
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Shares
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Amount
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|||||||||||||||||||
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Balance July 1, 2021
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$
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$
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$
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(
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)
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$
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Net income
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-
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Stock-based compensation
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-
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|||||||||||||||
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Balance September 30, 2021
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$
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$
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$
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(
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)
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$
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||||||||||
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Balance July 1, 2022
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$
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$
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$
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(
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)
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$
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||||||||||
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Net income
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-
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|||||||||||||||
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Stock-based compensation
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-
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|||||||||||||||
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Balance September 30, 2022
|
|
$
|
|
$
|
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$
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(
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)
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$
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|
||||||||||
See accompanying notes to condensed financial statements.
CREDITRISKMONITOR.COM, INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Unaudited)
| Additional | Total | |||||||||||||||||||
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Common Stock
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Paid-in
Capital
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Accumulated
Deficit
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Stockholders’
Equity
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|||||||||||||||||
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Shares
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Amount
|
|||||||||||||||||||
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Balance January 1, 2021
|
|
$
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|
$
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$
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(
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)
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$
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||||||||||
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Net income
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-
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Stock-based compensation
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-
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|||||||||||||||
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Balance September 30, 2021
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$
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$
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$
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(
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)
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$
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||||||||||
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Balance January 1, 2022
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|
$
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$
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$
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(
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)
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$
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||||||||||
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Net income
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-
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|||||||||||||||
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Stock-based compensation
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-
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|||||||||||||||
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Balance September 30, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
See accompanying notes to condensed financial statements.
CREDITRISKMONITOR.COM, INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND
2021
(Unaudited)
|
2022
|
2021
|
|||||||
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Cash flows from operating activities:
|
||||||||
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Net income
|
$
|
|
$
|
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
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||||||||
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Deferred income taxes
|
|
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||||||
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Depreciation and amortization
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||||||
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Operating lease right-to-use asset, net
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||||||
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Stock-based compensation
|
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||||||
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Changes in operating assets and liabilities:
|
||||||||
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Accounts receivable
|
(
|
)
|
|
|||||
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Other current assets
|
(
|
)
|
|
|||||
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Other assets
|
|
|
||||||
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Unexpired subscription revenue
|
|
(
|
)
|
|||||
|
Accounts payable
|
(
|
)
|
(
|
)
|
||||
|
Accrued expenses
|
(
|
)
|
(
|
)
|
||||
|
Net cash provided by operating activities
|
|
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Sale of available-for-sale securities – municipal bonds
|
|
|
||||||
|
Purchase of property and equipment
|
(
|
)
|
(
|
)
|
||||
|
Net cash (used in) provided by investing activities
|
(
|
)
|
|
|||||
|
Net increase in cash and cash equivalents
|
|
|
||||||
|
Cash and cash equivalents at beginning of period
|
|
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
|
$
|
|
||||
See accompanying notes to condensed financial statements.
(1) Basis of Presentation
The accompanying unaudited condensed financial
statements of CreditRiskMonitor.com, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Certain information and footnote disclosure required by generally accepted accounting principles (“GAAP”) in the United States for complete financial statements have been condensed or omitted pursuant to
the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited condensed financial statements reflect all material adjustments, including normal recurring
accruals, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented, and have been prepared in a manner consistent with the audited financial statements for the fiscal
year ended December 31, 2021.
The results of operations for the three and
nine months ended September 30, 2022 and 2021 are not necessarily indicative of the results for an entire fiscal year.
The December 31, 2021 condensed balance sheet
has been derived from the audited financial statements at that date, but does not include all disclosures required by GAAP. These condensed financial statements should be read in conjunction with the audited financial statements and
the footnotes for the fiscal year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K.
(2) Recently Issued Accounting Standards
The Financial Accounting Standards Board (“FASB”) and the SEC have issued certain accounting pronouncements that will become effective in subsequent periods;
however, management does not believe that any of those pronouncements would significantly affect the Company’s financial accounting measurements or disclosures had they been in effect during the interim periods for which financial statements are
included in this quarterly report. Management also believes those pronouncements will not have a significant effect on the Company’s future financial position or results of operations.
(3) Revenue Recognition
The Company applies FASB Accounting Standards
Codification (“ASC”) 606, Revenue from Contract with Customers (“ASC 606”) to recognize revenue. ASC 606 requires an entity 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’s primary source of revenue is subscription income which is recognized ratably over the subscription term.
(4) Stock-Based Compensation
The Company applies ASC 718, Compensation-Stock
Compensation (“ASC 718”) to account for stock-based compensation.
The following table summarizes the stock-based compensation expense for stock
options that was recorded in the Company’s results of operations in accordance with ASC 718 for the three and nine months ended September 30:
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3 Months Ended
September 30,
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9 Months Ended
September 30,
|
|||||||||||||||
|
2022
|
2021
|
2022
|
2021
|
|||||||||||||
|
Data and product costs
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
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Selling, general and administrative expenses
|
|
|
|
|
||||||||||||
| $ |
|
$ |
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$ |
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$ |
|
|||||||||
(5) Fair Value Measurements
The Company’s cash and cash equivalents are
stated at fair value. The carrying value of accounts receivable, other current assets, and accounts payable approximates fair market value because of the short 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.
The tables below set forth the Company’s cash
and cash equivalents as of September 30, 2022 and December 31, 2021, respectively, which are measured at fair value on a recurring basis by level within the fair value hierarchy.
|
September 30, 2022
|
||||||||||||||||
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Level 1
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Level 2
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Level 3
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Total
|
|||||||||||||
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Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
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December 31, 2021
|
||||||||||||||||
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Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
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Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
There were cash proceeds of $458,237 from the sale of available-for-sale securities for the period ended September 30, 2021.
(6) Net Income per Share
Basic net income per share is based on the weighted average number of common shares
outstanding. Diluted net income per share is based on the weighted average number of common shares outstanding and the dilutive effect of outstanding stock options.
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3 Months Ended
September 30,
|
9 Months Ended
September 30,
|
|||||||||||||||
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2022
|
2021
|
2022
|
2021
|
|||||||||||||
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Weighted average number of common shares outstanding – basic
|
|
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|
||||||||||||
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Potential shares exercisable under stock option plans
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|
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|
||||||||||||
| LESS: Shares which could be repurchased under treasury stock method | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Weighted average number of common shares outstanding – diluted
|
|
|
|
|
||||||||||||
For the three and nine months ended September 30, 2022, the computation of diluted
net income per share excludes the effects of the assumed exercise of 393,200 and 393,200 options, respectively, since their inclusion would be anti-dilutive as their exercise prices were above market value.
For the three and nine months ended September 30, 2021, the computation of diluted net income per share excludes the effects of the assumed exercise of 290,650 and 290,650 options,
respectively, since their inclusion would be anti-dilutive as their exercise prices were above market value.
(7) Commitments and Contingencies
From time to time, the Company is involved in 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 condensed financial statements of the Company.
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Business Environment
The continuing uncertainty in the worldwide financial system has negatively impacted general business conditions. It is possible that a weakened economy could adversely affect our clients’ need
for credit information, or even their solvency, but we cannot predict whether or to what extent this will occur.
Our strategic priorities and plans for 2022 are to continue to build on the improvement initiatives underway to achieve sustainable, profitable growth. The Company’s top priority is the sale of
our newly launched procurement risk platform, SupplyChainMonitor™, which was officially launched during the second quarter of 2022.
Due to COVID-19 variants, the Company has elected to voluntarily close in-office personnel functions for the safety of our employees. Only a limited number of IT and other personnel are
periodically visiting our office to ensure the integrity of our computer network, retrieve physical files, and any other function that cannot be done remotely. This has allowed our employee base to work remotely and the Company’s operations to
continue normally. Nevertheless, the long-term impact the pandemic will have on the Company’s subscriber base is unknown at this time. The Company may face loss of contracts and/or customers, customer credit risk, and general economic calamities.
Accordingly, these global market conditions will affect the level and timing of resources deployed in pursuit of these initiatives in 2022.
Financial Condition, Liquidity and Capital Resources
The following table presents selected financial information and statistics as of September 30, 2022 and December 31, 2021 (dollars in thousands):
|
September 30,
2022
|
December 31,
2021
|
|||||||
|
Cash and cash equivalents
|
$
|
13,606
|
$
|
12,382
|
||||
|
Accounts receivable, net
|
$
|
2,951
|
$
|
2,803
|
||||
|
Working capital
|
$
|
5,230
|
$
|
3,964
|
||||
|
Cash ratio
|
1.13
|
1.05
|
||||||
|
Quick ratio
|
1.37
|
1.29
|
||||||
|
Current ratio
|
1.43
|
1.34
|
||||||
As of September 30, 2022, the Company had $13.60 million in cash and cash equivalents, an increase of approximately $1.2 million from December 31, 2021. This increase was primarily the result of cash provided by
operating activities of approximately $1.4 million and the purchase of equipment totaling approximately $197 thousand.
The main component of current liabilities at September 30, 2022 was unexpired subscription revenue of approximately $10 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 unexpired subscription revenue shown. Unexpired subscription revenue is recognized as income over the
subscription term, which approximates 12 months.
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 no long-term debt. However, the Company’s liquidity could be negatively affected if it were to make an acquisition or 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 off-balance sheet arrangements.
Results of Operations
|
3 Months Ended September 30,
|
||||||||||||||||
|
2022
|
2021
|
|||||||||||||||
|
Amount
|
% of Total
Operating
Revenues
|
Amount
|
% of Total
Operating
Revenues
|
|||||||||||||
|
Operating revenues
|
$
|
4,547,708
|
100
|
%
|
$
|
4,323,676
|
100
|
%
|
||||||||
|
Operating expenses:
|
||||||||||||||||
|
Data and product costs
|
1,644,489
|
36
|
%
|
1,519,860
|
35
|
%
|
||||||||||
|
Selling, general and administrative expenses
|
2,230,553
|
49
|
%
|
2,024,562
|
47
|
%
|
||||||||||
|
Depreciation and amortization
|
100,448
|
2
|
%
|
75,067
|
2
|
%
|
||||||||||
|
Total operating expenses
|
3,975,490
|
87
|
%
|
3,619,489
|
84
|
%
|
||||||||||
|
Income from operations
|
572,218
|
13
|
%
|
704,187
|
16
|
%
|
||||||||||
|
Other income, net
|
54,581
|
1
|
%
|
263
|
0
|
%
|
||||||||||
|
Income before income taxes
|
626,799
|
14
|
%
|
704,450
|
16
|
%
|
||||||||||
|
Provision for income taxes
|
(140,822
|
)
|
(3
|
%)
|
(209,098
|
)
|
(5
|
%)
|
||||||||
|
Net income
|
$
|
485,977
|
11
|
%
|
$
|
495,352
|
11
|
%
|
||||||||
Operating revenues increased approximately $224 thousand, or 5%, for the three months ended September 30, 2022 compared to the third quarter of fiscal 2021. This overall revenue growth resulted from price
increases, an increase in subscription service revenue, attributable to increased sales to new and existing subscribers.
Data and product costs increased approximately $125 thousand, or 8%, for the third quarter of 2022 compared to the same period of fiscal 2021. This increase was due primarily to: (1) higher salary and related
employee benefits due to pay raises to staff, and (2) higher costs of third-party content, due to inflationary increases instituted by some of the Company’s suppliers.
Selling, general and administrative expenses increased approximately $206 thousand, or 10%, for the third quarter of fiscal 2022 compared to the same period of fiscal 2021. This increase was primarily due to: (1)
higher salary and related employee benefits due to pay raises to staff, and (2) higher commission expense due to increased sales.
|
9 Months Ended September 30,
|
||||||||||||||||
|
2022
|
2021
|
|||||||||||||||
|
Amount
|
% of Total
Operating
Revenues
|
Amount
|
% of Total
Operating
Revenues
|
|||||||||||||
|
Operating revenues
|
$
|
13,335,927
|
100
|
%
|
$
|
12,704,756
|
100
|
%
|
||||||||
|
Operating expenses:
|
||||||||||||||||
|
Data and product costs
|
5,117,975
|
38
|
%
|
4,721,331
|
37
|
%
|
||||||||||
|
Selling, general and administrative expenses
|
6,864,354
|
52
|
%
|
6,415,736
|
50
|
%
|
||||||||||
|
Depreciation and amortization
|
301,656
|
2
|
%
|
206,083
|
2
|
%
|
||||||||||
|
Total operating expenses
|
12,283,985
|
92
|
%
|
11,343,150
|
89
|
%
|
||||||||||
|
Income from operations
|
1,051,942
|
8
|
%
|
1,361,606
|
11
|
%
|
||||||||||
|
Other income, net
|
66,368
|
0
|
%
|
3,756
|
0
|
%
|
||||||||||
|
Income before income taxes
|
1,118,310
|
8
|
%
|
1,365,362
|
11
|
%
|
||||||||||
|
Provision for income taxes
|
(268,544
|
)
|
(2
|
%)
|
(359,588
|
)
|
(3
|
%)
|
||||||||
|
Net income
|
$
|
849,766
|
6
|
%
|
$
|
1,005,774
|
8
|
%
|
||||||||
Operating revenues increased approximately $631 thousand, or 5%, for the nine months ended September 30, 2022 compared to the same period of fiscal 2021. This overall revenue growth resulted from price increases,
an increase in subscription service revenue, attributable to increased sales to new and existing subscribers.
Data and product costs increased approximately $397 thousand, or 8%, for the nine months ended September 30, 2022 compared to the same period of fiscal 2021. This increase was due primarily to: (1) higher salary
and related employee benefits due to pay raises to staff, and (2) higher costs of third-party content, due to inflationary increases instituted by some of the Company’s suppliers.
Selling, general and administrative expenses increased approximately $449 thousand, or 7%, for the nine months ended September 30, 2022 compared to the same period of fiscal 2021. This increase was primarily due
to: (1) higher salary and related employee benefits due to pay raises to staff, and (2) higher commission expense due to increased sales.
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. 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 customers and the volume of and timing of customer subscriptions for the Company’s services, 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 customers 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 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.
Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain forward-looking statements, including statements regarding future prospects, industry trends, competitive conditions and litigation issues. Any statements contained
herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes”, “expects”, “anticipates”, “plans” or words of similar meaning are intended to identify
forward-looking statements. This notice is intended to take advantage of the “safe harbor” provided by the Private Securities Litigation Reform Act of 1995 with respect to such forward-looking statements. These forward-looking statements involve
a number of risks and uncertainties. Among others, factors that could cause actual results to differ materially from the Company’s beliefs or expectations are those listed under “Business Environment” and “Results of Operations” and other factors
referenced herein or from time to time as “risk factors” or otherwise in the Company’s Registration Statements or Securities and Exchange Commission reports. The Company disclaims any intention or obligation to revise any forward-looking
statement, whether as a result of new information, a future event or otherwise.
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure 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 amended) as of the end of the period covered by this report. 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 to ensure that all material information required to be disclosed by us in reports that we file or submit under the Exchange
Act is 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.
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the
most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control 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.
PART II. OTHER INFORMATION
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
|
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
|
Pursuant to the requirements 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: November 10, 2022
|
By:
|
/s/ Steven Gargano
|
|
| Steven Gargano | |||
| Senior Vice President & Chief Financial Officer | |||
| (Principal Accounting Officer) | |||
16
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jerome S. Flum, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of CreditRiskMonitor.com, Inc.;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
| d) |
Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent function):
|
| a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
| b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
|
Date: November 10, 2022
|
By:
|
/s/ Jerome S. Flum
|
|
|
Jerome S. Flum
|
|||
|
Chief Executive Officer
|
|||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven Gargano, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of CreditRiskMonitor.com, Inc.;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
| d) |
Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent function):
|
| a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
| b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
|
Date: November 10, 2022
|
By:
|
/s/ Steven Gargano
|
|
|
Steven Gargano
|
|||
|
Senior Vice President & Chief Financial Officer
|
|||
EXHIBIT 32.1
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
In connection with the Quarterly Report of CreditRiskMonitor.com, Inc. on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Jerome S. Flum, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best
of my knowledge:
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
|
|
By:
|
/s/ Jerome S. Flum
|
||
|
Jerome S. Flum
|
|||
|
Chief Executive Officer
|
|||
|
November 10, 2022
|
|||
This certification is being furnished to the SEC with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section.
EXHIBIT 32.2
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
In connection with the Quarterly Report of CreditRiskMonitor.com, Inc. on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Steven Gargano, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge:
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
|
|
By:
|
/s/ Steven Gargano
|
||
|
Steven Gargano
|
|||
|
Senior Vice President & Chief Financial Officer
|
|||
|
November 10, 2022
|
|||
This certification is being furnished to the SEC with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section.