Creditriskmonitor Com Inc 10-K for FY2023
Creditriskmonitor Com Inc (CRMZ)
10-K
2024-03-21
For: 2023-12-31
View Original
Added on
April 06, 2026
About this 10-K
Creditriskmonitor Com Inc filed this 10-K on March 21, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
Headline figures
Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $18.93M
- up 5.3% from $17.98M a year earlier
- Net income
- $1.7M
- up 24.6% from net income of $1.36M a year earlier
- Diluted EPS
- $0.16
- up 23.1% from $0.13 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended: December 31, 2023
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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incorporation or organization)
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Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (845 ) 230-3000
Securities registered under Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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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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Securities registered under Section 12(g) of the Act:
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☑
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. Yes ☑ No ☐
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). Yes
☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging
growth company. See the definition 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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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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2023 was $11,775,362 . The Company’s common stock is traded on the OTC Markets. There were 10,722,401
shares of common stock $.01 par value outstanding as of March 21, 2024.
Documents incorporated by reference: None
PART I
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BUSINESS
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In addition to historical information, the following discussion of the Company’s business and certain other statements in this Annual Report on Form 10-K contains forward-looking statements.
These forward-looking statements involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to, those
factors discussed in the sections in this Annual Report on Form 10-K entitled “The CreditRiskMonitor Business”, “The Company’s Goals”, “Marketing and Sales”, and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. CreditRiskMonitor.com, Inc. (the “Company” or “CreditRiskMonitor”) undertakes no
obligation to revise or publicly release the results of any revision to these forward-looking statements.
Overview
CreditRiskMonitor was organized in Nevada in February 1977 and was engaged in the development and sale of nutritional food products from 1982 until October 22, 1993, when it sold substantially
all of its assets, as previously reported. Effective January 19, 1999, the Company acquired the assets of the CreditRisk Monitor credit information service (“CM Service”) from Market Guide Inc. Following the closing of the CM Service purchase,
the Company commenced doing business under the name “CreditRiskMonitor.com”.
The CreditRiskMonitor Business
The overall focus of the Company’s Software-as-a-Service (“SaaS”) subscription products is on facilitating the analysis of corporate financial risk, in the context of (a) the extension of trade
credit from one business to another, (b) the management by businesses of important relationships with suppliers, and/or (c) the management by businesses of significant “counter-party” (i.e., buying and selling) relationships.
CreditRiskMonitor (see our website at www.creditriskmonitor.com; the contents of our website are not incorporated in, or otherwise to be regarded as part of this Annual Report on Form 10-K) sells
a suite of web-based, SaaS subscription products providing access to comprehensive commercial credit reports, bankruptcy risk analytics, financial and payment information, and curated news on public and private companies worldwide. The products
help corporate credit and procurement professionals stay ahead of and manage financial risk more quickly, accurately, and cost-effectively. Our subscribers, including nearly 40% of the Fortune 1000 and well over a thousand other large
corporations worldwide, use the Company’s timely news alerts, research, and reports on public and private companies to make important financial risk decisions. The Company’s comprehensive commercial credit reports covering both public and
private companies worldwide are published through its web-based platform and feature detailed analyses of financial statements, including ratio analyses & trend reports, and peer analyses.
In an example business-to-business (“B2B”) transaction: the purchase and sale of $20,000 of merchandise, the seller will usually ship before the buyer pays – this act is an extension of trade
credit by the seller. The seller assumes a financial risk by extending this credit, commonly referred to as “trade credit” risk. The buyer may pay late, causing the seller to incur increased borrowing costs; the seller may incur extra costs in
attempting to collect the $20,000; or the buyer may never pay the full $20,000. Amounts unlikely to be repaid are referred to as “bad debts.” If buyers fail to pay, the seller can suffer substantial losses (e.g., assuming the seller averages a
10% pre-tax margin, it will take about $10 of sales to offset each $1 of bad debt).
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Academic research has found that, in the United States, about a quarter of corporate debt is trade credit, and the size of this trade credit is roughly three times the size of bank loans.
Therefore, more U.S. companies are using trade credit to finance their operations than are using loans from the banking system. Trade credit financing is typically interest-free or even offered at a discount for expedited payment in comparison to
alternative sources of working capital financing such as bank or third-party (hedge fund) loans, notes, and bonds. Moreover, many corporations that are starting to show elevated risk are unable to secure bank financing due to poor performance,
poor leverage ratios, or a lack of good cash flow metrics. Finally, the need for corporations to access trade credit financing is highest in points of distress when interest expenses are most burdensome.
The Company’s newest platform, SupplyChainMonitor™, leverages its financial risk analytics expertise to create a risk management solution built specifically for procurement, supply chain,
sourcing, and finance personnel involved in the supplier lifecycle, risk assessment, and ongoing risk monitoring. Users can assess counterparty risks at the aggregate and granular levels under a variety of categories including geography and
industry, as well as customized, customer-specific configurations. The platform features mapping capabilities with real-time weather/natural disaster/power outage event overlays as well as customizable news notifications, reports, and charts. The
Company expects the driving forces for adoption of its new SupplyChainMonitor™ product are the material shifts away from globalization, offshoring, and logistical complexity mandated to support “just-in-time” inventory models due to geopolitical
and macroeconomic pressures. As businesses look to “nearshore,” “friendshore,” and relocate supply hubs away from regions with national security or concentration concerns, decision-makers will need extensive data on alternative suppliers and the
financial stability of those alternatives. The Company’s basic value proposition in this regard is to help our subscribers focus on finding suppliers that are financially durable as businesses with this basic attribute have more resources to
support other key initiatives such as investing in Research & Development (“R&D”); Quality Assurance/Quality Control (“QA/QC”); asset replenishment through capital expenditure in excess of depreciation; cyber security infrastructure;
Environmental, Social, & Governance (“ESG”) initiatives; and/or Diversity, Equity, & Inclusion (“DEI”) initiatives.
To help subscribers prioritize and monitor risk, the reports offer the Company’s proprietary FRISK® and PAYCE® scores (measures of financial distress tied to the probability of bankruptcy, powered by Artificial Intelligence including machine learning, clustering, natural language processing, and deep neural network
technology), as well as the well-known Altman Z”-score, and corporate issuer ratings from key Nationally Recognized Statistical Rating Organizations (“NRSROs”). The FRISK® scoring model also
features aggregate sentiment inputs based on the usage behaviors of our subscribers. The incorporation of this proprietary crowdsourced signal improved the model’s classification of risk and boosted the overall accuracy through the lowering of
the false positive rate for the riskiest corporations. We believe the FRISK® score, which can predict public company bankruptcy risk with 96%1 accuracy
within the next 12 months, is the only analytic featuring such inputs in the industry and is trained on our unmatched depth of proprietary usage data. CreditRiskMonitor’s crowdsourced usage behavior specifically identifies the shift in aggregate
sentiment among the issuers of trade credit and therefore assists in the monitoring of the most critical situations when trade credit-based working capital liquidity can dry up. With an abundance of trade credit being utilized in the market,
CreditRiskMonitor’s SaaS subscription products, featuring its 96% predictive FRISK® bankruptcy analytic for public companies and its 80%1 predictive
PAYCE® bankruptcy analytic for private companies, are emerging as critical for the accurate evaluation and monitoring of counterparty bankruptcy risk for many subscribers.
1 Claim based on back testing of the model on U.S. companies and continued performance checks to validate if the score indicated “high risk” (a score less than 5)
at least 3 months prior to a subject company bankruptcy filing.
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CreditRiskMonitor’s reports, on either platform, include company background information, trade payment information, as well as public filings (i.e., suits, liens, judgments, and bankruptcy
information) on millions of companies around the world. To keep subscribers current with changing risk conditions, the Company uses email to “push” selected information to subscribers. These emails include continuously filtered news monitoring
that keeps subscribers up to date on events affecting the financial stability of companies selected by the subscribers. Subscribers also receive alerts covering such topics as FRISK® score changes, credit limit alerts, financial
statement updates, U.S. Securities and Exchange Commission (“SEC”) filings, and changes in agency ratings. All news items are filtered to ensure the stories have financial relevance and materiality. On U.S. banks, reports include financial data
from the Federal Financial Institutions Examination Council (“FFIEC”) call reports.
CreditRiskMonitor’s namesake SaaS product, CreditRiskMonitor®, is most often purchased to review the risks of extending trade credit by a company to its corporate customers. Within a
midsized or large corporation, there is often a professional whose responsibility is managing this credit (often together with managing collections of the company’s accounts receivable). CreditRiskMonitor believes that, with the long-term
downsizing of corporations and the related reductions in credit departmental budgets and personnel, corporate credit professionals must do more with less. It is also notable that trade credit decisions are often made under intense time pressure.
Simultaneously, the Company believes there has been explosive growth in the volume of data about large businesses. Credit professionals are often faced with an overwhelming amount of available data concerning their most important customers, while
the time for research and analysis is severely limited. CreditRiskMonitor’s products are designed to save them time, money, and effort by prioritizing their risk and helping them automatically stay up to date as conditions change.
Many of the Company’s subscribers use its SaaS subscription products, CreditRiskMonitor® and SupplyChainMonitor™, for managing the financial risk of relationships with suppliers and/or
“counterparties” with whom they both buy and sell. Strategic planning is another use of the Company’s products. In the last recession and the COVID-19 pandemic, risks to the “supply chain” became a prominent focus of management concern. Companies
were reminded that while the financial distress of a single important customer might jeopardize a large receivable associated with that account, the financial distress of a single important supplier can shut down an entire factory and jeopardize
a company’s entire revenue stream. The Company’s revenue from existing subscribers who have added users responsible for procurement functions and new subscribers whose usage is entirely related to supply chain use cases is a growing percentage of
total revenue.
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Dun & Bradstreet Holdings, Inc. (“Dun & Bradstreet”), our major competitor, segments its revenue between the Finance & Risk and Sales &
Marketing verticals. We believe the Finance & Risk vertical, covering the credit, supply chain, and legal/regulatory information services, can be used for market comparisons to CreditRiskMonitor. Dun & Bradstreet’s Finance & Risk
vertical generated approximately $888.1 million in North America (i.e., U.S. and Canada) and $448.6 million in the rest of the world for a total of almost $1,337 million for 2023. The remainder of the market is extremely fragmented with
numerous other vendors, notably including Experian plc and Equifax Inc. On that basis, we estimate that our revenue represents a little more than 1% of the Total Addressable Market (“TAM”). A review of
Dun & Bradstreet’s historical performance in its Financial & Risk business (previously known as Risk Management Solutions prior to the take-private transaction in 2018) shows very limited revenue growth during the period from 2005 to
2017 and CreditRiskMonitor believes this trend reflects the unprecedented intervention in credit markets by governments and central banks around the world to artificially maintain zero-to-low interest rates. This world-spanning policy
significantly reduced the number of corporate bankruptcies during this period, damaging the perception of risk within the commercial credit market and putting downward pressure on businesses that provided services and data related to the
mitigation of such events. Under the recent tighter interest rate regime, the number of businesses with limited ability to cover their interest expenses with earnings is expanding and the Company expects that corporate bankruptcy rates will
return to long-term average levels under mean reversion, thus supporting demand for the Company’s solutions.
CreditRiskMonitor’s annual fee SaaS subscription products represented over 99% of its fiscal 2022 and 2023 operating revenues. These products are sold to a diverse subscriber base with no single
subscriber representing more than 1% of 2022 and 2023 operating revenues. Accordingly, the Company is not dependent on a single subscriber nor is the Company dependent on a few large subscribers, such that a loss of any individual subscriber
would have a material adverse effect on its financial condition or results of operations.
The Company has contractual agreements with its data suppliers, including leading NRSROs to redistribute their information as part of our service. We also obtain
financial statements and other data from the London Stock Exchange Group. Although we report some of this “raw” data directly on our web-based platform, the critical elements of our SaaS subscription products – the FRISK® score, PAYCE® score, ratio analyses, trend reports, peer analyses, Altman Z”-scores, and monitoring alerts– are computed by the Company using its algorithms and weighting techniques, and are delivered in formats
carefully designed for the way our subscribers prefer to use this information.
Further, hundreds of subscribers and non-subscribers provide us with confidential data from their accounts receivable systems that we parse, process, aggregate, and report, so
subscribers can see how their counterparties are paying the invoices of other suppliers, without disclosing the specific contributors of this information (the “Trade Contributor Program”). The Trade Contributor Program’s current trade credit file
is approximately $3 trillion of transaction data annually.
CreditRiskMonitor’s products are the result of management’s experience in the commercial credit industry, third-party financial risk assessment, and ongoing research concerning the information
needs of corporate credit and purchasing/procurement departments. These factors have enabled CreditRiskMonitor to satisfy its subscribers’ needs for timely, efficient, and low-cost financial risk information services. CreditRiskMonitor sells the
following SaaS subscription products for analyzing commercial financial risk: CreditRiskMonitor® and SupplyChainMonitor™. Additional products, summarized below, are add-ons or enhancements to these base subscription products meaning
that subscribers must have an active base subscription to access them.
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The CreditRiskMonitor® product 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 analyses, credit limit recommendations, as well as up-to-date financial news screened specifically for materiality in credit evaluation. Another feature of the product is the monitoring of
material changes and/or news at companies of interest, customized for each subscriber and automatically delivered via email so subscribers are always up-to-date on their counterparties. 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
product is delivered via a web platform and in a highly structured way, enabling the tracking of subscriber’s usage information for over 15 years, through many financial shifts.
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Subscribers can purchase a more limited version of the CreditRiskMonitor® product with coverage of just U.S., Canadian, Mexican, and Caribbean companies (the “North American Service”)
for a lower annual fee. The flagship version of the product (the “Worldwide Service”) covers all public and millions of private non-financial companies internationally.
Subscribers can purchase expanded U.S. private company coverage (the “U.S. Private Data Enhancement”) for an additional annual fee. The U.S. Private Data Enhancement provides access to
third-party financial distress scores on 3 million private U.S. companies.
Subscribers to the Worldwide Service can purchase expanded international private company coverage (the “International Private Data Enhancement”) for an additional annual fee. The International
Private Data Enhancement provides access to data covering over 7.7 million private businesses with financial statements including over 300,000 additional private company FRISK® scores and over 1.1 million Altman Z”-scores.
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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 geography, industry, 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, which supports real-time weather, natural disasters, and power outage event overlays. Material news, weather, and other risk alerts and
monitoring can be configured as immediate or daily digest push notifications. Fully customizable company reports provide rich financial insights and charting including the industry-leading 96%-accurate FRISK® score,
analyst-informed questions for at-risk counterparties, NRSROs ratings, over 40 unique financial ratios, and much more. With records on over 30 million businesses worldwide, predictive risk scores on approximately 5 million, and payment
data on about 4 million businesses, the SupplyChainMonitor™ product provides actionable insights for procurement risk management. Enhanced peer analysis tools allow comparisons of up to 5 companies 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 and powered by the Economist Intelligence Unit is included to assist in sourcing strategy
when examining geopolitical, legal, labor, tax, and security risks.
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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 Data Enhancement for an additional annual fee which provides the same enhanced coverage available in the CreditRiskMonitor® product.
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The Credit Limit Service product, an add-on subscription service available on the CreditRiskMonitor® product, 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 CreditRiskMonitor® product, which allows 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 and includes monitoring alerts.
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The Financial Statement Processing (“FSP”) product, an add-on subscription service available on either platform product, provides subscribers a flexible option to help ease their process in the data entry and standardization of private
company financial statements, as well as provides private company FRISK® scores featuring accuracy levels in the 90%+ range1 and peer analyses to
public company comparables. 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.
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Confidential Financial Statement Tool (“CFS Tool”) product, an add-on subscription service available on either platform product, 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 analyses to public
company comparables. 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 on subscriber usage.
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Confidential Financial Statement Portal (“CFS Portal”) product, an add-on subscription service available on either platform product, allows subscribers to invite their private company counterparties to enter or upload confidential
financial statements via the Company’s secure web portal so they can be standardized and scored to provide private company FRISK® scores featuring accuracy levels in the 90%+ range1 and peer analysis to public company comparables. This product is offered at a lower cost per private counterparty processed than the FSP product, as the subscriber’s counterparty is
responsible for the data entry or upload of the private counterparty statements via forms on the Company’s web-based platform. The CFS Portal 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.
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Both platform products feature the Company’s proprietary credit scores: the FRISK® score and the PAYCE® score. These proprietary scores indicate the level of financial distress, by predicting
the probability of bankruptcy within the next 12 months at public and private companies, respectively. The scores provide subscribers with a fast, consistent method for identifying those companies at the greatest risk.
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The FRISK® score is updated daily, based on the latest information available to the Company, and is derived from a structural statistical model backtested 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 the 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 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. It appears that CreditRiskMonitor is the only company currently using crowdsourcing of subscriber activity in generating a
financial risk score. In 2023, the FRISK® score covered over 350,000 public and private companies worldwide representing over $100 trillion in corporate revenue.
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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 United States and Canada. Unlike
other payment-based models that summarize past dollar-weighted payment performance for estimating bankruptcy risk, 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. The Company believes that the model covers most U.S. private companies with $5 million or more in annual revenue2. Among all
reported bankruptcies, about half are classified in the two highest risk categories, which represent only 2.5% of the coverage population, at least three months before they file.
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The viability and potential of CreditRiskMonitor’s business are made possible by the following characteristics:
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Low price. The prices of CreditRiskMonitor’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 and are low compared to the cost of most competitive third-party financial risk analysis products.
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2 Based on data published by the North American Industry Classification System (“NAICS”) Association on the number of U.S. businesses with annual sales ranges
greater than or equal to $5 million and the number of U.S. public companies it follows
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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, but especially during an economic 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. Thus, public companies and private companies with public debt are vulnerable to business cycle contraction and the attendant
market risks for interest rates and stock markets. Large over-the-counter debt and generally high uncertainty in the market imply continued high risk and complexity in extending commercial trade credit to many companies, which in turn
puts a premium on the speed and analytical strength of CreditRiskMonitor’s products.
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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.
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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 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 of
CreditRiskMonitor’s SaaS subscription products if the Company chooses to increase content and not raise its prices to cover these additional costs.
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Self-financing. CreditRiskMonitor’s business has no inventory, manufacturing, or warehouse facilities. Payments for its products are received 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 can generate high margins providing sufficient positive
cash flow to grow the business organically with little need for external capital.
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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.
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The Company’s Goals
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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 suite of products.
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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 financial 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.
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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. The Company’s SupplyChainMonitor™ product is a clear example of this goal as it is offered at a higher price point with additional
functionality and content.
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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.
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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. The Company 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 the Company’s lack of debt and limited intangible assets, its Tangible Net Worth normally represents most of its Total
Stockholders’ Equity and generates a fair rate of return based on pre-tax income.
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Marketing and Sales
To gain market share for the Company’s products, it will continue to use the Internet (at our website www.creditriskmonitor.com) as the primary mechanism for demonstrating and distributing its
suite of products. To inform potential subscribers about its products, CreditRiskMonitor uses a combination of telephone sales, Internet demonstration, and inbound and outbound marketing, including but not limited to digital strategies, social
media, media/PR outreach, trade show representation, and speaking engagements before credit and procurement groups and associations.
Value Proposition
The Company’s fundamental value proposition is that it creates and sells high-quality, industry-leading commercial financial risk reports featuring analytics with the highest accuracy levels in
the market that help busy risk professionals stay ahead of financial risk quickly, easily, and precisely, at a competitive cost to those from the leading provider. Because Dun & Bradstreet has the largest share of the commercial credit
market, their flagship product, DNBi, is the standard by which the market measures both quality and price. The Company’s research shows that its subscribers overwhelmingly agree that CreditRiskMonitor’s products save them time, help them to make
better credit decisions, and represent a significant value for the price paid compared to its competitors.
10
CreditRiskMonitor’s operational strategy is to deliver on its value proposition by continuing to be one of the industry’s lowest-cost producers of high-quality, accurate business financial
information by continuously collecting data from a wide variety of sources and employing sophisticated, proprietary, algorithms to process that data into an extensive database of valuable reports on companies. Highly automated operations add to
the reliability and consistency of these reports while limiting costs. The Company employs a small number of analysts who selectively review data at critical points in its processes to further enhance the quality of its products and their
relevance to credit professionals.
Risks Related to Information Systems Security
The Company’s information systems, and those of its third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks.
These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors, or other types of risks, and may occur from inside or outside of our organization. Cybersecurity risk is
increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapidly evolving nature of the threats, targets, and consequences. Additionally, unauthorized parties may attempt to gain access to these systems or our
information through fraud or other means of deceiving our third-party service providers, employees, or vendors. The Company’s operations depend, in part, on how well it and its suppliers protect networks, equipment, information technology (“IT”)
systems, and software against damage from several threats. The Company has entered into agreements with third parties for hardware, software, telecommunications, and other services in connection with its operations. The Company’s operations
depend on the timely maintenance, upgrade, and replacement of networks, equipment, IT systems, and software. However, if the Company is unable or delayed in maintaining, upgrading, or replacing its IT systems and software, the risk of a
cybersecurity incident could materially increase. Any of these and other events could result in information system failures, delays, and/or increases in capital expenses. The failure of information systems or a component of information systems
may, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.
In addition, targeted attacks on the Company’s systems (or on systems of third parties that it relies on), failure or non-availability of a key IT system, or a breach of security
measures designed to protect its IT systems could result in disruptions to its operations through delays or the corruption and destructions of its data, property damage, loss of confidential information or financial or reputational risks. As the
threat landscape is ever-changing, the Company must make continuous mitigation efforts, including risk-prioritized controls to protect against known and emerging threats; tools to provide automated monitoring and alerting; frequent employee
training; and backup and recovery systems to restore systems and return to normal operations. However, there can be no assurance that the Company’s ability to monitor for or mitigate cybersecurity risks will be fully effective, and the Company
may fail to identify cybersecurity breaches or discover them in a timely way.
Any significant compromise or breach of the Company’s data security, whether external or internal, or misuse of its data, could result in significant costs, lost sales, fines, and
lawsuits, as well as damage to its reputation. In addition, as the regulatory environment related to information security, data collection, data use, and privacy becomes increasingly rigorous, with new and constantly changing requirements
applicable to our business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective
measures or to investigate and remediate any security vulnerabilities.
11
Employees
As of February 1, 2024, the Company had approximately 99 employees. None of the Company’s employees are covered by a collective bargaining agreement. The Company believes its relations with its
employees to be satisfactory and has suffered no interruption in operations.
The Company established a 401(k) Plan covering all employees effective January 1, 2000 that provides for discretionary Company contributions. Employees are eligible to participate in the 401(k)
plan if they are over the age of 21 and after completing one month of service with the company after their hire date. The Company has no other retirement, pension, profit sharing, or similar program in effect for its employees. The Company
adopted a long-term incentive plan in 2020 that covers its employees, replacing its former 2009 Plan.
Available Information
Copies of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), are available free of charge on its website (www.creditriskmonitor.com) as soon as reasonably practicable after the Company electronically files the
material with or furnishes it to the SEC. Printed copies of these documents may be requested, free of charge, by contacting the Corporate Secretary, CreditRiskMonitor.com, Inc., 704 Executive Boulevard, Suite A, Valley Cottage, NY
10989. Additionally, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Information on the Company’s website or
linked to its website is not incorporated by reference into this Annual Report.
|
ITEM 1C.
|
CYBERSECURITY
|
Risk Management and Strategy
The Company has processes for assessing, identifying, and managing material risks from cybersecurity threats. These cybersecurity processes are
integrated into the Company’s overall compliance, risk management, and oversight procedures as overseen by the Company’s board of directors, primarily through its audit committee. These processes also include overseeing and identifying risks
from cybersecurity threats associated with the use of third-party service providers. The Company’s process allows us to assess, identify and manage information security and cybersecurity threats through risk assessment and prevention measures
to facilitate communication, training, awareness, incident response, and disclosure procedures as required by the SEC.
The Company may review SOC1 or SOC2 reports of certain third-party providers before engagement and has established monitoring procedures in its
effort to mitigate risks related to data breaches or other security incidents originating from third parties. The Company engaged a third-party consulting firm to evaluate and test the Company’s risk management systems and to assess and prevent
potential cybersecurity incidents as appropriate on an annual basis. The Company has engaged a third party to provide cyber security and awareness training to our employees to help mitigate the risk of threats posed by bad actor requesting
information. The Company deploys technical safeguards that are designed to protect information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, redundant data storage and retention methods,
anti-malware functionality, security information event management, automated update/patch-management and access controls which are evaluated and improved through vulnerability and exposure assessments and cybersecurity threat intelligence. With
the help of our third-party vendors, the Company has implemented several layers of physical security, digital security, and data backup.
12
Governance
Board of Directors -- The audit committee of the
Company’s board of directors, with the input of management, oversees the Company’s internal controls, including internal controls designed to assess, identify, and manage material risks from cybersecurity threats. The audit committee and the
board of directors are informed of material risks from cybersecurity threats by the Company’s Chief Executive Officer, Chief Financial Officer, or the Senior Vice President of Information Technology.
Management -- Under the oversight of the audit
committee of the Company’s board of directors, the Senior Vice President of Information Technology, with over 20 years of experience in this field, is primarily responsible for the assessment and management of material cybersecurity risks and
establishing and maintaining adequate and effective internal controls covering cybersecurity matters. The Company’s Chief Financial Officer and Senior Vice President of Information Technology, are responsible for overseeing the establishment
and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure of material cybersecurity matters. See “Item 1. Risks Related to Information Systems Security - As the threat landscape is
ever-changing, the Company must make continuous mitigation efforts, including risk-prioritized controls to protect against known and emerging threats; tools to provide automated monitoring and alerting; frequent employee training; and backup
and recovery systems to restore systems and return to normal operations. However, there can be no assurance that the Company’s ability to monitor for or mitigate cybersecurity risks will be fully effective, and the Company may fail to identify
cybersecurity breaches or discover them in a timely way.”
| ITEM 2. |
PROPERTIES.
|
The Company does not own any real property. The Company’s principal office is located in approximately 16,900 square feet of leased space in an industrial warehouse complex located in Valley
Cottage, New York. The lease expires on July 31, 2025 and provides for an aggregate total monthly cost of approximately $21,600, subject to annual increases, plus an allocated portion of real estate taxes and insurance.
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
The Company, at various times, may be involved in legal proceedings arising from the ordinary course of business. The Company records a liability when it believes it has enough information to
assess the probability that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. Neither the Company nor its property is a party to or the subject of a pending legal proceeding.
13
| ITEM 4. |
MINE SAFETY DISCLOSURES.
|
Not applicable.
PART II
| ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
The Company’s Common Stock is traded on the OTC Markets OTCQX U.S. under the symbol “CRMZ”. The following table sets forth the high and low closing bid quotations reported on the OTCQX for each
calendar quarter of 2022 and 2023. These quotations reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
|
High Bid
|
Low Bid
|
|||||||
|
2022
|
||||||||
|
First Quarter
|
$
|
2.56
|
$
|
1.72
|
||||
|
Second Quarter
|
$
|
2.55
|
$
|
2.05
|
||||
|
Third Quarter
|
$
|
2.31
|
$
|
1.94
|
||||
|
Fourth Quarter
|
$
|
2.41
|
$
|
1.99
|
||||
|
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
|
||||
On March 1, 2024, there were approximately 147 registered holders of the Company’s Common Stock based on information provided by our transfer agent. This number does not reflect the number of
individuals or institutional investors holding stock in nominee name through banks, brokerage firms, and others.
In fiscal 2023 and 2022, the Company did not declare a cash dividend.
The Company did not repurchase any of its common stock during the year ending 2023.
| ITEM 6. |
RESERVED.
|
14
| ITEM 7. |
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 subscribers’
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 2024 are to continue to build on the improvement initiatives underway to enhance our value proposition to subscribers while continuing to achieve
sustainable, profitable growth.
Financial Condition, Liquidity and Capital Resources
The following table presents selected financial information and statistics as of December 31, 2023 and 2022 (dollars in thousands):
|
2023
|
2022
|
|||||||
|
Cash and cash equivalents
|
$
|
11,005
|
$
|
9,867
|
||||
|
Held-to-maturity securities
|
$
|
3,495
|
$
|
4,028
|
||||
|
Accounts receivable, net
|
$
|
3,941
|
$
|
3,500
|
||||
|
Working capital
|
$
|
6,499
|
$
|
5,416
|
||||
|
Cash ratio
|
0.86
|
0.78
|
||||||
|
Quick ratio
|
1.45
|
1.38
|
||||||
|
Current ratio
|
1.51
|
1.43
|
||||||
The Company has invested some of its excess cash in cash equivalents, held-to-maturity debt securities, and marketable securities. All highly liquid investments with an original maturity of
three months or less when purchased are considered cash equivalents, while those with maturities in excess of three months when purchased are reflected as marketable securities, or held-to-maturity securities.
As of December 31, 2023, the Company had $11 million in cash and cash equivalents, an increase of approximately $1.14 million from December 31, 2022. This increase was primarily the result of
cash provided by operating activities of approximately $1.4 million and cash used in investing activities of approximately $0.3 million.
The main component of current liabilities at December 31, 2023 was unexpired subscription revenue of $10.27 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 debt, and expects to meet the current and long term lease obligations for office space using operating cash flows. The Company maintains an adequate cash balance to meet
the Company’s material cash requirements.
The Company has no bank lines of credit or other currently available credit sources.
15
Off-Balance Sheet Arrangements
The Company is not a party to any off-balance sheet arrangements.
Results of Operations
2023 vs. 2022
|
Year Ended December 31,
|
||||||||||||||||
|
2023
|
2022
|
|||||||||||||||
|
Amount
|
% of Total
Revenue
|
Amount
|
% of Total
Revenue
|
|||||||||||||
|
Operating revenues
|
$
|
18,931,931
|
100
|
%
|
$
|
17,979,317
|
100
|
%
|
||||||||
|
Operating expenses:
|
||||||||||||||||
|
Data and product costs
|
7,833,037
|
41
|
%
|
6,984,729
|
39
|
%
|
||||||||||
|
Selling, general and administrative expenses
|
9,223,033
|
49
|
%
|
9,040,767
|
50
|
%
|
||||||||||
|
Depreciation and amortization
|
383,765
|
2
|
%
|
382,342
|
2
|
%
|
||||||||||
|
Total operating expenses
|
17,439,835
|
92
|
%
|
16,407,838
|
91
|
%
|
||||||||||
|
Income from operations
|
1,492,096
|
8
|
%
|
1,571,479
|
9
|
%
|
||||||||||
|
Other income, net
|
715,330
|
4
|
%
|
180,762
|
1
|
%
|
||||||||||
|
Income before income taxes
|
2,207,426
|
12
|
%
|
1,752,241
|
10
|
%
|
||||||||||
|
Provision for income taxes
|
(512,373
|
)
|
(3
|
%)
|
(392,003
|
)
|
(2
|
%)
|
||||||||
|
Net income
|
$
|
1,695,053
|
9
|
%
|
$
|
1,360,238
|
8
|
%
|
||||||||
Operating revenues increased approximately $952 thousand, or 5%, for fiscal 2023 over the prior year. This overall revenue growth resulted from an increase in SaaS subscription product revenue,
attributable to increased sales to new and existing subscribers, as well as related price increases for subscriptions.
Data and product costs increased approximately $848 thousand, or 12%, for fiscal 2023 compared to fiscal 2022. This increase was due primarily to (1) additional data subscriptions for new service
offerings including the SupplyChainMonitor™ product, (2) higher salary and related employee benefits due to pay raises to staff, and (3) higher costs of third-party content, due to price increases instituted by some of the Company’s major
suppliers.
Selling, general and administrative expenses increased approximately $182 thousand, or 2%, for fiscal 2023 compared to fiscal 2022. This increase was due to more commissions being paid out in
2023 due to sales of newer product offerings, higher salary expenses, higher marketing expenses from exhibiting at trade shows, and sales enablement software.
Other income increased approximately $535 thousand for fiscal 2023 compared to fiscal 2022. This increase was due to higher return received on the Company’s money market funds and
held-to-maturity holdings compared to fiscal 2022.
16
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.
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 subscribers as well as the volume and timing of the subscriptions for the Company’s products, which are difficult to forecast. The Company may be unable to adjust
spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues in relation to the Company’s planned expenditures would have an immediate adverse effect on the Company’s business,
prospects, financial condition and results of operations. Further, as a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, service, marketing or acquisition decisions that could
have a material adverse effect on its business, prospects, financial condition and results of operations.
Achieving greater profitability depends on the Company’s ability to generate and sustain increased revenue levels. The Company believes that its success will depend in large part on its ability
to (i) increase its brand awareness, (ii) provide its subscribers with outstanding value, thus encouraging 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 as well as invest in product development, operating infrastructure, marketing and promotion. The Company believes that these expenditures will help it to sustain the revenue growth it has experienced
over the last several years. We anticipate that sales and marketing expenses will continue to increase in dollar amount and as a percentage of revenues into 2024 and future periods as the Company continues to expand its business on a worldwide
basis. Further, the Company expects that product development expenses will also continue to increase in dollar amount and may increase as a percentage of revenues into 2024 and future periods because it expects to employ more development
personnel on average compared to prior periods and build the infrastructure required to support the development of new and improved products and services. However, as some of these expenditures are discretionary in nature, the Company expects
that the actual amounts incurred will be in line with its projections of future cash flows in order not to negatively impact its future liquidity and capital needs. There can be no assurance that the Company will be able to achieve these
objectives within a meaningful time frame.
The Company expects to experience fluctuations in its future quarterly operating results due to a variety of factors, some of which are outside the Company’s control. Factors that may adversely
affect the Company’s quarterly operating results include, among others, (i) the Company’s ability to retain existing subscribers, attract new subscribers at a steady rate and maintain customer satisfaction, (ii) the Company’s ability to maintain
gross margins in its existing business and in future product lines and markets, (iii) the development of new services and products by the Company and its competitors, (iv) price competition, (v) the Company’s ability to obtain products and
services from its vendors, including information suppliers, on commercially reasonable terms, (vi) the Company’s ability to upgrade and develop its systems and infrastructure, and adapt to technological change, (vii) the Company’s ability to
attract and retain personnel in a timely and effective manner, (viii) the Company’s ability to manage effectively its development of new business segments and markets, (ix) the Company’s ability to successfully manage the integration of
operations and technology of acquisitions or other business combinations, (x) technical difficulties, system downtime, cybersecurity breaches, or Internet brownouts, (xi) the amount and timing of operating costs and capital expenditures relating
the Company’s business, operations and infrastructure, (xii) governmental regulation and taxation policies, (xiii) disruptions in service by common carriers due to strikes or otherwise, (xiv) risks of fire or other casualty, (xv) litigation costs
or other unanticipated expenses, (xvi) interest rate risks and inflationary pressures, and (xvii) general economic conditions and economic conditions specific to the Internet and online commerce.
17
Due to the foregoing factors, the Company believes that period-to-period comparisons of its revenues and operating results are not necessarily meaningful and should not be relied on as an
indication of future performance.
Critical Accounting Policies, Estimates and Judgments
The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial
statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Management continually evaluates its estimates and judgments, the most critical of which are those related to:
Valuation of goodwill -- Goodwill requires critical accounting estimates in the evaluation of the Company’s assets which are subject to depreciation and
valuation judgments. In addition, the Company uses the publicly traded stock price to estimate fair value, which is subject to market fluctuations and change. See the information in Note 2 to the financial statements under the caption “Goodwill”
for accounting policies related to the calculation of goodwill.
Income taxes -- The calculation of income taxes requires critical accounting estimates in budgeting expenses, estimating sales figures, and forecasting
staffing and technology needs for the upcoming year, all of which are constantly subject to change as the year progresses. See the information in Note 2 to the financial statements under the caption “Income Taxes” for accounting policies related
to the calculation of income taxes.
Recently Issued Accounting Standards
The information set forth under Note 2 to the financial statements under the caption “Recently Issued Accounting Standards” is incorporated herein by reference.
18
| ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
CreditRiskMonitor.com, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of CreditRiskMonitor.com, Inc. (the “Company”) as of December
31, 2023 and 2022, and the related statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. We
determined that there are no critical audit matters.
/s/ CohnReznick LLP
We have served as the Company’s auditor since 2004.
March 21, 2024
19
CREDITRISKMONITOR.COM, INC.
BALANCE SHEETS
December 31, 2023 and 2022
|
2023
|
2022
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Held-to-maturity securities – treasury bills
|
||||||||
|
Accounts receivable, net of allowance of $
|
|
|
||||||
|
Other current assets
|
|
|
||||||
|
Total current assets
|
|
|
||||||
| Held-to-maturity securities – treasury bills |
||||||||
|
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
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these financial statements.
20
CREDITRISKMONITOR.COM, INC.
STATEMENTS OF OPERATIONS
Years Ended December 31, 2023 and 2022
|
2023
|
2022
|
|||||||
|
Operating revenues
|
$
|
|
$
|
|
||||
|
Operating expenses:
|
||||||||
|
Data and product costs
|
|
|
||||||
|
Selling, general and administrative expenses
|
|
|
||||||
|
Depreciation and amortization
|
|
|
||||||
|
Total operating expenses
|
|
|
||||||
|
Income from operations
|
|
|
||||||
|
Other income
|
|
|
||||||
|
Income before income taxes
|
|
|
||||||
|
Provision for income taxes
|
(
|
)
|
(
|
)
|
||||
|
Net income
|
$
|
|
$
|
|
||||
|
Net income per share:
|
||||||||
|
Basic
|
$
|
|
$
|
|
||||
|
Diluted
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these financial statements.
21
CREDITRISKMONITOR.COM, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended December 31, 2023 and 2022
|
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
|||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
|
Balance January 1, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
|
Net income
|
-
|
|
|
|
|
|||||||||||||||
|
Stock-based compensation
|
-
|
|
|
|
|
|||||||||||||||
|
Balance December 31, 2022
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Net income
|
- |
|
|
|
|
|||||||||||||||
|
Stock-based compensation
|
-
|
|
|
|
|
|||||||||||||||
|
Balance December 31, 2023
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
The accompanying notes are an integral part of these financial statements.
22
CREDITRISKMONITOR.COM, INC.
STATEMENTS OF CASH FLOWS
Years Ended December 31, 2023 and 2022
|
2023
|
2022
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income
|
$ | $ | ||||||
|
Adjustments to reconcile net income to net
|
||||||||
|
cash provided by operating activities:
|
||||||||
|
Amortization of bond discount
|
( |
) | ( |
) | ||||
|
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:
|
||||||||
|
Proceeds from sale of held-to-maturity securities – treasury bills
|
||||||||
|
Purchase of held-to-maturity securities – treasury bills
|
( |
) | ( |
) | ||||
|
Purchase of property and equipment
|
( |
) | ( |
) | ||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
|
Net increase (decrease) 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
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these financial statements.
23
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
CreditRiskMonitor.com, Inc. (also referred to as the “Company” or “CreditRiskMonitor”) provides interactive business-to-business SaaS subscription products designed
specifically for credit and supply chain managers. These products are sold predominantly to corporations located in the United States.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Standards
The Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”) have issued certain other accounting pronouncements as of December
31, 2023 that will become effective in subsequent periods; however, management does not believe that any of these pronouncements would have significantly affected the Company’s financial accounting measurements or disclosures had they been in effect
during the periods for which financial statements are included in this annual report, nor does management believe those pronouncements would have a significant effect on the Company’s future financial position or results of operations.
Recently adopted accounting principles
In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which requires financial assets to be presented at the net amount to be collected, with an allowance for credit losses to be deducted from the amortized cost basis of the financial asset such that the net carrying value of the asset is presented as the amount expected to be collected. Under ASU 2016-13, the entity’s statement of operations is required to reflect the measurement of credit losses for newly recognized financial assets, as well as expected increases or decreases in expected credit losses that have taken place during the period. For public business entities, ASU 2016-013 is effective for fiscal years beginning after December 15, 2022. The Company adopted ASU No. 2016-13 on January 1, 2023 and the adoption of this update did not have a significant impact on the Company’s consolidated financial statements.
The Company has determined that its trade receivables and held-to-maturity debt securities fall under this guidance. The trade receivables are short term, generally with net 60 day terms. The Company believes that pooling receivables based on the level of their aging and applying historical loss rates, as adjusted for current conditions, is a reasonable basis to determine expected credit losses. This is consistent with how the Company has previously determined its allowance for doubtful accounts. The Company’s held-to-maturity debt securities are comprised of US Treasury securities and federal bonds which are carried at amortized cost with a zero credit loss allowance because the probability of default is virtually zero due to the high credit rating, long history of no credit losses and the widely recognized risk-free nature of these investments.
In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which requires financial assets to be presented at the net amount to be collected, with an allowance for credit losses to be deducted from the amortized cost basis of the financial asset such that the net carrying value of the asset is presented as the amount expected to be collected. Under ASU 2016-13, the entity’s statement of operations is required to reflect the measurement of credit losses for newly recognized financial assets, as well as expected increases or decreases in expected credit losses that have taken place during the period. For public business entities, ASU 2016-013 is effective for fiscal years beginning after December 15, 2022. The Company adopted ASU No. 2016-13 on January 1, 2023 and the adoption of this update did not have a significant impact on the Company’s consolidated financial statements.
The Company has determined that its trade receivables and held-to-maturity debt securities fall under this guidance. The trade receivables are short term, generally with net 60 day terms. The Company believes that pooling receivables based on the level of their aging and applying historical loss rates, as adjusted for current conditions, is a reasonable basis to determine expected credit losses. This is consistent with how the Company has previously determined its allowance for doubtful accounts. The Company’s held-to-maturity debt securities are comprised of US Treasury securities and federal bonds which are carried at amortized cost with a zero credit loss allowance because the probability of default is virtually zero due to the high credit rating, long history of no credit losses and the widely recognized risk-free nature of these investments.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these estimates.
24
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Cash and Cash Equivalents
Cash and cash equivalents are comprised of cash in banks and highly liquid instruments with original maturities of three months or less, primarily
consisting of investments in institutional money market funds.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is provided on the straight-line method over the estimated useful life of the asset. Estimated useful lives are
generally as follows:
| • |
Fixtures, equipment and software --
|
| • |
Leasehold improvements -- lower of estimated useful life or term of lease (i.e.,
|
Goodwill
Goodwill and other indefinite-lived intangible assets are subject to annual impairment testing using the specific guidance and criteria described in the accounting
guidance FASB Accounting Standards Update (“ASU”) ASU No. 2017-04. The Company performs its goodwill impairment testing at least annually in the
fourth quarter of each year. The Company tests for impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. With respect to goodwill, the Company first
assesses qualitative factors to determine whether it is more likely than not that the fair value is less than the carrying value. If, based on that assessment, the Company believes it is more likely than not that the fair value is less than the
carrying value, a one-step goodwill impairment test is performed. The Company concluded that there was no
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable
in accordance with accounting guidance. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to undiscounted pre-tax future net cash flows expected to be generated by that asset. An impairment loss is
recognized for the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2023 and 2022, management believes no
25
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Income Taxes
The Company provides for deferred income taxes resulting from temporary differences between financial statements and income tax reporting. Temporary differences are
differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns. Deferred tax
assets are recognized for temporary differences that will be deductible in future years’ tax returns and for operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not
that some or all of the deferred tax assets will not be realized.
Revenue Recognition
The Company applies FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts 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.
The Company has applied the practical expedient to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization
period of the asset that otherwise would have been recognized is one year or less.
Lease Accounting
For all leases, at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to
use the leased asset for the lease term. The lease liability represents the present value of the remaining lease payments under the lease. Lease payments included in the measurement of the lease liability comprise the following: the fixed
noncancelable lease payments and payments for optional renewal periods where it is reasonably certain the renewal period will be exercised. Lease expense for operating leases consists of the lease payments plus any initial direct costs, and is
recognized on a straight-line basis over the lease term.
The Company’s operating lease right-of-use asset and operating lease liability represent the lease for the office space used to conduct its business.
Net Income Per Share
Net income per share is calculated based on the weighted average number of shares of common stock outstanding during the reporting period.
Diluted net income per share is calculated giving effect to all potentially dilutive common shares, assuming such shares were outstanding during the reporting period. The difference between basic and diluted net
income per share is solely attributable to stock options. The Company uses the treasury stock method to calculate the impact of outstanding stock options (see Note 9).
26
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Segment Information
An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make
decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a
consolidated basis, accompanied by disaggregated information about revenues for purposes of making operating decisions and assessing financial performance. Accordingly, the Company has determined that it has a operating and reportable segment. In addition, the Company has no foreign operations or any assets in foreign locations.
Stock-Based Compensation
The Company recognizes the grant-date fair value of all stock-based awards on a ratable basis over the award’s vesting period. The Company records
deferred tax assets for awards that will result in deductions on its tax returns, based upon the amount of compensation cost recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction.
See
Note 6 for more information regarding the Company’s stock compensation plans.
Marketable Securities
All marketable securities are classified as held-to-maturity and are carried at amortized cost. Realized gains, losses, amortization of premiums and
discounts, interest and dividend income are included in interest and other income.
Fair Value Measurements
The Company records its financial instruments at fair value in accordance with accounting guidance. The determination of fair value assumes that the transaction to sell
an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The fair value hierarchy is
broken down into three levels based on the source of inputs as follows: (a) Level 1 – valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; (b)
Level 2 – valuations based on quoted prices in markets that are not active, or financial instruments for which all significant inputs are observable; either directly or indirectly; and (c) Level 3 – valuations based on prices or valuation
techniques that require inputs that are both significant to the fair value measurement and unobservable; thus, reflecting assumptions about the market participants.
The Company, in accordance with ASU 2016-01, classifies its debt securities as “held-to-maturity” and are recorded at a discount. Realized gains on held-to-maturity debt
securities are amortized and reported in other income until their maturity date.
27
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash, cash equivalents, available-for-sale securities
and accounts receivable. The Company maintains its cash and cash equivalents in bank deposits and other accounts, the balances of which, at times, may exceed federally insured limits. Exposure to credit risk is reduced by placing such deposits in
high credit quality financial institutions.
The Company closely monitors the extension of credit to its subscribers. The Company’s accounts receivable balance is net of an allowance for doubtful accounts. The
Company does not require collateral or other security to support credit sales but provides an allowance for doubtful accounts of $30,000
NOTE 3 - FAIR VALUE MEASUREMENTS
The Company’s cash, cash equivalents and marketable securities are stated at fair value. The carrying value of accounts receivable, other current assets, accrued
expenses, 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.
All held-to-maturity
securities investments as of December 31, 2023 were US treasury and federal bonds. Investments in these bonds are based on quoted market prices in active markets, and are included in the Level 1 fair value hierarchy.
The tables below set
forth the Company’s cash and cash equivalents, as well as marketable securities as of December 31, 2023 and 2022, respectively, which are measured at fair value on a recurring basis by level within the fair value hierarchy.
|
December 31, 2023
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| Held-to-maturity securities |
||||||||||||||||
| $ |
$ |
$ |
$ |
|||||||||||||
|
December 31, 2022
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| Held-to-maturity securities | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The Company did not hold financial assets and liabilities which were recorded at fair value in the Level 2 or 3 categories as of December 31, 2023.
The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although
the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair
value measurement at the reporting date.
28
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - MARKETABLE SECURITIES
Based upon the Company’s intent and ability to hold its US Treasury and federal bond securities to maturity (which
maturities range up to 22 months at purchase), such securities have been classified as held-to-maturity and are carried at amortized cost, which approximates fair market value. Accrued bond interest receivable as of December 31, 2023 is $11,828 .
The following table summarizes the cost and fair value of marketable securities at December 31, 2023 is as follows:
|
Amortized Cost
|
Gross Unrealized Gain (Loss)
|
Fair Value
|
||||||||||
|
Held-to-maturity securities
|
||||||||||||
|
US Treasuries
|
$
|
|
$
|
|
$
|
|
||||||
Maturities of marketable securities were as follows at December 31, 2023:
|
Held-to-maturity securities:
|
||||
|
Due in one year or less
|
$
|
|
||
| Due in 12 – 24 months | ||||
| $ | ||||
The Company’s investments in marketable securities consist primarily of investments in US Treasury securities and federal
bonds. Market values were determined for each individual security in the investment portfolio.
Management evaluates securities for other-than-temporary impairment at least on an annual basis, and more frequently when
economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the
intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Management has determined that no other-than-temporary impairment exists as of December 31, 2023.
29
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - INCOME TAXES
The Company’s income tax (benefit) expense consisted of the following:
|
2023
|
2022
|
|||||||
|
Current:
|
||||||||
|
Federal
|
$
|
|
$
|
|
||||
|
State
|
|
|
||||||
|
Deferred:
|
||||||||
|
Federal
|
|
(
|
)
|
|||||
|
State
|
|
(
|
)
|
|||||
|
$
|
|
$
|
|
|||||
The actual tax (benefit) expense for 2023 and 2022 differs from the “expected” tax expense for those years (computed by applying the applicable United States federal
corporate tax rate to income before income taxes) as follows:
|
2023
|
2022
|
|||||||
|
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
|
$
|
|
$
|
|
||||
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets (liabilities) at December 31, 2023 and 2022 are as
follows:
|
2023
|
2022
|
|||||||
|
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
|
$
|
(
|
)
|
$
|
(
|
)
|
||
30
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - COMMON STOCK AND STOCK OPTIONS
Common Stock
At December 31, 2023 and 2022, there were 714,050 and 627,600 shares, respectively, of the Company’s authorized common stock reserved for issuance upon exercise of outstanding options under its stock option
plan.
Preferred Stock
The Company’s Articles of Incorporation provide that the Board of Directors has the authority, without further action by the holders of the outstanding common stock, to
issue up to five million shares of preferred stock from time to time in one or more series. The Board of Directors shall fix the
consideration to be paid, but not less than par value thereof, and to fix the terms of any such series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price and the liquidation preference of such series. As of December 31, 2023 and 2022, the Company does no
Stock Options
As of December 31, 2023, the Company has two stock option
plans: the 2009 Long-Term Incentive Plan (“2009 Plan”) which ended in 2019, and the 2020 Long-Term Incentive Plan (“2020 Plan”).
Both the
2009 and the 2020 Plan authorize the grant of incentive stock options, non-qualified stock options, SARs, restricted stock, bonus stock, and performance shares to employees, consultants, and non-employee directors of the Company. The exercise
price of each option shall not be less than the fair market value of the common stock at the date of grant. The total number of the Company’s shares that may be awarded under the 2009 Plan was 1,000,000 shares of common stock, and the 2020 Plan was 1,000,000
shares of common stock. At December 31, 2023, there were options outstanding for 295,000 shares of common stock under the 2009 Plan
and 419,050 shares of common stock under the 2020 Plan. As of December 31, 2022, there were options outstanding for 311,000 shares of common stock under the 2009 Plan and 316,600
shares of common stock under the 2020 Plan.
Options expire on the date determined, but not more than ten years four years
31
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Transactions with respect to the Company’s stock option plans for the years ended December 31, 2023 and 2022 are as follows:
|
Number
of Shares
|
Weighted
Average
Exercise
Price
|
|||||||
|
Outstanding at January 1, 2022
|
|
$
|
|
|||||
|
Granted
|
|
|
||||||
|
Expired
|
( |
) | ||||||
|
Forfeited
|
(
|
)
|
|
|||||
|
Outstanding at December 31, 2022
|
|
$
|
|
|||||
|
Granted
|
|
|
||||||
|
Expired
|
|
|
|
|||||
|
Forfeited
|
(
|
)
|
|
|||||
|
Outstanding at December 31, 2023
|
|
$
|
|
|||||
As of December 31, 2023, there were 580,950 shares of
common stock reserved for the granting of additional options. The 2009 Plan expired at the end of 2019 and no additional options could be
granted.
The following table summarizes the stock-based compensation expense for stock options that was recorded in the Company’s results of operations for the years ended
December 31:
|
|
2023
|
2022
|
||||||
|
Data and product costs
|
$
|
|
$
|
|
||||
|
Selling, general and administrative costs
|
|
|
||||||
|
$
|
|
$
|
|
|||||
The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model that uses the weighted average assumptions noted in the
following table. Expected volatilities are based on historical volatility of our stock through the date of grant. The Company uses the simplified method to estimate the options’ expected term. The risk-free interest rate used is based on the U.S.
Treasury constant maturities at the time of grant having a term that approximates the expected life of the option.
32
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
The fair value of options granted during the year ended
December 31, 2022 was $139,782 . The fair value of options granted during the year ended December 31, 2023 was $236,600 . The fair value of options at date of grant was estimated using the Black-Scholes model with the following assumptions:
|
2023
|
2022
|
|||||||
|
Risk-free interest rate
|
|
%
|
|
%
|
||||
|
Expected volatility factor
|
|
%
|
|
%
|
||||
|
Expected dividends
|
|
|
||||||
|
Expected life of the option (years)
|
|
|
||||||
The Company issues new shares upon the exercise of options.
The following table summarizes information about the Company’s stock options outstanding at December 31, 2023:
|
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
|
||||||||||||||||
|
$
|
|
|
$
|
|
|
$ |
|
||||||||||||||
|
$
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
$
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
|
|
$
|
|
|
$
|
|
|||||||||||||||
The aggregate intrinsic value represents the total pre-tax intrinsic value, based on options with an exercise price less than the Company’s closing stock price of $2.33 and $2.40 as of December 31, 2023 and
2022, respectively, which would have been received by the option holders had those option holders exercised their options as of that date. The aggregate intrinsic value of options outstanding as of December 31, 2023 and 2022 was $249,396 and $297,725 , respectively.
As of December 31, 2023, the total compensation cost related to unvested stock-based awards granted to employees under the Company’s stock option plan but not yet recognized was $516,193 . This cost will be amortized over a weighted average term of 5.35
years and will be adjusted for subsequent changes in estimated forfeitures.
33
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
A summary of the status of the Company’s non-vested options
and changes during the year ended December 31, 2023 is presented below:
|
Number of Shares
|
Weighted
Average Grant
Date Fair Value
|
|||||||
|
Non-vested, beginning of year
|
|
$
|
|
|||||
|
Granted
|
|
|
||||||
|
Vested
|
(
|
)
|
|
|||||
|
Terminated or expired
|
(
|
)
|
|
|||||
|
Non-vested, end of year
|
|
$
|
|
|||||
Share Repurchase Program
In January of 2022, the Company’s Board of
Directors authorized a share repurchase program for the repurchase of up to $1,000,000 of the Company’s outstanding common stock. The
Company has not repurchased any shares under this program.
NOTE 7 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
|
2023
|
2022
|
|||||||
|
Computer equipment and software
|
$
|
|
$
|
|
||||
|
Furniture and fixtures
|
|
|
||||||
|
Leasehold improvements
|
|
|
||||||
|
|
|
|||||||
|
Less accumulated depreciation and amortization
|
(
|
)
|
(
|
)
|
||||
|
$
|
|
$
|
|
|||||
34
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 8 - OPERATING LEASE
The following table reconciles the undiscounted cash flows for the Company’s operating lease at December 31, 2023 to the operating lease liability
recorded on the balance sheet:
|
2024
|
$
|
|
||
|
2025
|
|
|||
|
2026
|
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
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
|
|
|||
|
$
|
|
Total rent expense for the years ended December 31, 2023 and 2022 was $289,024 and $289,024 , respectively. The weighted average
incremental borrowing rate and weighted average remaining term for the operating leases was 4.54 % and 6.5 years, respectively.
NOTE 9 - 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:
|
2023
|
2022
|
|||||||
|
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
|
$
|
|
$
|
|
||||
For fiscal 2022, the computation of diluted net income per share excludes the effects of 390,600 options, since their inclusion would be anti-dilutive as their exercise prices were above the average market value.
For fiscal 2023, the computation of diluted net income per share excludes the effects of 402,100 options, since their inclusion would be anti-dilutive as their exercise prices were above the average market value.
35
CREDITRISKMONITOR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 10 - RELATED PARTY TRANSACTION
In May 2023, the Company’s Board of Directors appointed Michael Flum to serve as Chief Executive Officer and President.
Previously, he served as President and Chief Operating Officer since October 2020. Prior to that he served as Senior Vice President and Chief Operating Officer effective October 2019 and had served as Vice President of Operations & Alternative
Data since June 2018. Mr. Flum is the son of Jerome Flum, the Company’s Executive Chairman of the Board of Directors, former Chief Executive Officer, and the brother of Joshua Flum, a Director of the Company.
NOTE 11 - COMMITMENTS AND
CONTINGENCIES
From time to time, the Company is involved
in various legal proceedings arising in the ordinary course of business. The Company records a liability when it believes that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. Based on the currently
available information, the Company does not believe that there are claims or legal proceedings that would have a material adverse effect on the business, or the financial statements of the Company.
NOTE 12 - SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES
For the year ended December 31, 2023, there was a noncash transfer of prepaids from
operating activities to property and equipment in the amount of $155,700 .
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
None.
| ITEM 9A. |
CONTROLS AND PROCEDURES.
|
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is
accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. The Company’s management is necessarily required to use judgment in evaluating controls and procedures.
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 are accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms.
36
In the ordinary course of business, the Company reviews its internal control over financial reporting and makes changes to its systems and processes to improve such controls
and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, updating existing systems and automating manual
processes. These changes have not materially affected, and are not reasonably likely to materially affect, the Company’s internal control over financial reporting. However, they allow the Company to continue to enhance its internal control
over financial reporting and ensure that its internal control environment remains effective.
Management’s Report on Internal Control Over Financial Reporting
Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, the Company
conducted an evaluation of the effectiveness of its internal control over financial reporting based on criteria established in the framework in the 2013 Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2023.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the fiscal year 2023 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.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in
this annual report.
|
ITEM 9B.
|
OTHER INFORMATION.
|
| ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.
|
N/A.
37
PART III
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Directors and Executive Officers
The following table sets forth certain information with respect to the directors and executive officers of the Company and the period such persons held their respective positions with the
Company.
|
Name
|
Age
|
Principal Occupation/Position
Held with Company
|
Officer or
Director
Since
|
|
Jerome S. Flum
|
83
|
Chairman of the Board
|
1983
|
|
Michael I. Flum
|
37
|
Chief Executive Officer/President
|
2019
|
|
Steven Gargano
|
47
|
Senior Vice President/Chief Financial Officer
|
2020
|
|
Andrew J. Melnick
|
82
|
Director
|
2005 - 2023
|
|
Richard Lippe
|
85
|
Director
|
2020 - 2023
|
|
Brigitte Muehlmann
|
61
|
Director
|
2023
|
|
Lisa Reisman
|
55
|
Director
|
2023
|
|
Joshua M. Flum
|
54
|
Director
|
2007
|
Jerome S. Flum was appointed President and Chief Executive Officer of the Company and Chairman of the Board of Directors in June 1985. In May 2023 he
transitioned from Chief Executive Officer to Executive Chairman. Since 1968 he has been in the investment business as an Institutional Security Analyst, Research and Sales Partner at an investment firm and then as a General Partner of a
private investment pool. Before entering the investment business, Mr. Flum practiced law, helped manage a U.S. congressional campaign and served as a Legal and Legislative Aide to a U.S. Congressman. He has been a guest lecturer at the
Massachusetts Institute of Technology/Sloan School of Management Lab for Financial Engineering. Mr. Flum received a BS degree in business administration from Babson College and a JD degree from Georgetown University Law School. Mr. Flum
served as a Lance corporal in the United States Marine Corps Reserve.
Michael I. Flum joined the Company in 2018 as Vice President of Operations & Alternative Data. He
was elected Senior Vice President and Chief Operating Officer in October 2019 and subsequently President and Chief Operating Officer in October 2020. In May 2022 he became Chief Executive Officer and President. He is responsible for
operational strategy and implementation, leveraging technology to improve the efficiency of human capital and work processes. Prior to joining CreditRiskMonitor, Mr. Flum served as Vice President of
Operations at Gullett & Associates, Inc., a Houston-based midstream oil & gas survey and drafting services firm from 2016-2017. Mr. Flum held various engineering and project management roles at Enterprise Products Partners, a
Houston-based oil & gas pipeline owner/operator from 2009 to 2016. Over his time in the oil & gas sector, Mr. Flum successfully completed pipeline and plant projects totaling over $1.3 billion dollars. He was also able to install
processes that streamline service offerings and unify customer experience across teams. Mr. Flum holds an MBA from Columbia Business School as well as a BS in Mechanical Engineering and a BA in Religious Studies from Rice University. Mr.
Flum is the son of Jerome Flum.
38
Steven Gargano, CPA joined the Company in January 2020 as Senior Vice President and was elected to Senior Vice President and Chief Financial Officer
in April 2020. Mr. Gargano has more than 20 years of experience in financial services, product development, workflow optimization, operations, customer experience, and financial technology. Prior to joining CreditRiskMonitor, he was the
Managing Director and Head of Financial Information & Risk Analysis for over $12B in assets at 1199SEIU Pension and Benefit Funds. Before that, he served as a Senior Managing Director and Head of Product Development and Customer Support
for U.S. Bancorp Fund Services’ Alternative Investment Solutions division. Prior to that, he was the Managing Director and Head of the Planning, Strategy, and Implementation Group for the Accounting, Finance, and Back Office groups at Mariner
Investment Group, a $10B asset manager. Prior to joining Mariner, he worked at Deloitte & Touche within the firm’s Investment Management Business Advisory Services consulting group in New York. Prior to that, he held the Product
Controller position at Gabelli Asset Management responsible for managing the middle office and its functions for all alternative products and their respective trading activities. He started his career at Arthur Andersen working as an auditor
in the Financial Service Industry Asset Management & Capital Markets Group specializing in brokerage and hedge funds. Recently, he served as Head of Finance & Operations for financial technology platforms specializing in creating
technology and service models for private equity, hedge fund, wealth management, and service providers. Mr. Gargano is a graduate of Harvard Business School. In addition, he graduated from Cornell University’s College of Business in Applied
Economics, Management, and Accounting.
Andrew J. Melnick served as a Director from March 2005 – July 2023. He has been a Managing Partner of SkyView Investment Advisors since
2010. The firm acts as an investment advisor to various independent investment organizations. From 2014 to 2015, Mr. Melnick was the Chief Investment Strategist and a shareholder in the investment advisory firm BPV Capital Management, which
provided investment advisory services to institutions and individual clients. From 2005 to 2009, Mr. Melnick helped manage two hedge funds. He retired from Goldman, Sachs & Co. at the end of 2004. He joined Goldman Sachs in 2002 as
Co-Director of its Global Investment Research Division and a member of its Management Committee. Prior to joining Goldman Sachs, Mr. Melnick was Senior Vice President and Director of the Global Securities and Economics Research Group of
Merrill Lynch. During his 13 years at Merrill Lynch, he expanded the Firm’s Research Group from primarily a domestic effort to one with research offices in 26 countries around the world. During that period Merrill Lynch was ranked as the top
research department in nearly all regions of the world including six straight times as the number one equity research department in the United States. Previous employment: President of Woolcott & Co., a boutique research and investment
banking firm; Director of Research and a Partner of L.F. Rothschild Unterberg Towbin; and Senior Analyst at Drexel Burnham Lambert. He was a U.S. Army Signal Corps Officer and served in Vietnam. Mr. Melnick is a Commissioner of the Monmouth
County Improvement Authority, a member of the Board of Trustees of the Monmouth Medical Center, and serves on the Board of Governors of the American Jewish Committee and acts as Chairman of their Investment Committee. Mr. Melnick earned a BA
in economics and MBA in finance from Rutgers. He is a Chartered Financial Analyst (C.F.A.).
39
Richard Lippe served as Director from May 2020 – July 2023. Mr. Lippe was one of the founding members and a partner of the law firm
Meltzer, Lippe, Goldstein and Breistone, LLP (1979-2004). Prior to that, he was a founding member and partner of the law firm Lippe, Ruskin, Schlissel and Moscou, LLP (1966-1978), and was Deputy County Attorney for Nassau County, N.Y.
(1964-1966). While actively practicing law, among other things, he chaired the Corporate and Technology Groups at the two firms. He has extensive experience representing mature, middle and early stage private and public companies, and has
provided other ongoing business related activities and advice to management and boards of directors and general partners. He has frequently served as general counsel and/or a member of the board and an active business advisor to a number of
companies. Mr. Lippe has a B.A. degree from Tufts University and a J.D. degree from the University of Pennsylvania.
Brigitte Muehlmann has been a Director since July 2023. She is currently a Professor at Babson College and an Adjunct Professor at
Texas A&M University School of Law. She serves as a Director of Babson Global, Inc., and the USA Branch of the International Fiscal Association. Entrepreneurial leaders are a perennial focus for Dr. Muehlmann and she aims to contribute to
sustainable business success. Her research is centered on design and opportunities for both human and technological innovation in accounting and taxation. She teaches MBA courses in financial and sustainability reporting and analysis as well
as operating and expanding businesses in global markets. Brigitte developed expertise in serving international businesses at Ernst & Young in Vienna and on the entrepreneurial services team in Boston, as a member of the global tax team at
PwC in Boston, and at Kearney in New York before turning to a full-time career in academia. Dr. Muehlmann is a dual Austrian-American citizen holding a Ph.D. and an MSBA degree from the Vienna University of Economics and Business (WU) in
Austria, an MST degree from Bentley University, and a CPA license.
Lisa Reisman has been a Director since July 2023. She is currently
co-founder and CEO of MetalMiner. With a background in physical metal trading, management consulting, and executive leadership, Lisa has a proven entrepreneurial track record. Through her Companies’ Insights platform, they offer a SaaS
solution across the full range of industrial metals, including global data points. Detailed should-cost models and forecasts provide buying organizations with price data on the industrial metals that companies actually buy and not just the
ingot prices which trade on public exchanges. Before founding MetalMiner, she was Managing Director and CEO of Azul Partners in Chicago and worked as a Senior Manager for both Deloitte Consulting and Arthur Andersen Consulting. She holds an
MPA in management and public policy from New York University and a BA in journalism and political science from the University of Wisconsin-Madison.
Joshua M. Flum has been a Director since September 2007. He is currently a Managing Partner at LRVHealth, an early-stage healthcare venture capital
platform. Prior to this role, Mr. Flum spent nearly two decades at CVS Health holding senior leadership roles in strategy, operations, and technology where he led a broad set of transformational activities, ranging from the integration of CVS
Health and Aetna to the founding of CVS Health Ventures. He departed CVS Health in 2022 as Executive Vice President, Chief Strategy & Business Development Officer. Mr. Flum is a graduate of the Yale Law School and spent the first years of
his professional career clerking for the Honorable Edward R. Becker, Chief Judge of the United States Court of Appeals for the Third Circuit, and then at the law firm of Miller, Cassidy, Larroca and Lewin, LLP. He then joined the Boston
Consulting Group where his work focused on the consumer and retail practice area. Mr. Flum is the son of Jerome Flum, and the brother of Michael Flum.
The Company’s By-Laws provide that (a) directors shall be elected to hold office until the next annual meeting of stockholders and that each director, including a director elected to fill a
vacancy, shall hold office until the expiration of the term for which the director was elected and until a successor has been elected, and (b) officers shall hold office until their successors are chosen by the Board of Directors, except that
the Board may remove any officer at any time.
40
Significant Employees
Peter Roma is the Senior Vice President of Sales and Service. He is responsible for both new sales growth and the servicing of our current subscriber
base. He joined the Company in October 2004 as an Account Executive. Mr. Roma has over 35 years of sales experience. He started with Metropolitan Insurance Company but spent most of his career in financial services working for Shearson Lehman
Bros., Inc. and then Merrill, Lynch, Pierce, Fenner & Smith where he was a Vice President-Private Client.
Michael Broos is the Chief Technology Officer and has been with the company since 2001. He has more than
40 years of experience leading technology teams in the development and implementation of software applications for the Internet, Windows, DOS, and mainframes. Before joining the Company, Mr. Broos was Senior Vice President of Technology for
About.com; Chief Technology Officer of Fan2Fan.com; Chief Technology Officer of AKA.com; Vice President of Internet Solutions for Inventure.com; and Vice President of Software Development for Dun & Bradstreet for 8 years. Prior to joining Dun & Bradstreet in 1990, Mr. Broos was an independent consultant and entrepreneur for 10 years, during which time he co-founded several software
companies, including Infocom (the creators of Zork). Mr. Broos began his career with a ten-year stint on the academic computer research staff of the M.I.T. Laboratory of Computer Science, where he developed interactive, graphical and
email-based applications for the ARPANET (the precursor of today’s Internet).
Michael Clark is the Senior Vice President of Information Technology and is responsible for all aspects of technology. Previously, he had been Vice
President of Software Development. Mr. Clark joined the company in 2002. Mr. Clark brings over 30 years of software design and development experience. Prior to joining the Company, from 1997-2001, Mr. Clark was Director of Software
Development for The Technology Group, creating early web-based smart-document and legal expert systems. From 1988 to 1996 he helped develop the award-winning word processing system Nota Bene, enabling multi-lingual document editing in Windows
and MS-DOS systems. Mr. Clark has a B.A. in Computational Mathematics from the University of Buffalo.
Kirk Ellis is the Senior Vice President of Quality Assurance and has led the QA department since 2008.
Mr. Ellis guides a team of more than 30 data and financial analysts who ensure the data quality and integrity of our information and scores, including benchmarking the ongoing accuracy of our proprietary FRISK® Score. He joined CreditRiskMonitor in 2005 as a research analyst and has held a series of progressively
responsible data leadership roles. Mr. Ellis has more than 20 years of experience in information services, focused on financial data collection, quality and research. Before coming to CreditRiskMonitor, he managed data and analytics teams
at Citigate Financial Intelligence and at Thomson Financial Research. Mr. Ellis holds a BA in Economics from the State University of New York at Purchase.
Camilo Gomez, Ph.D.is Senior Vice President of Data Science and returned to CreditRiskMonitor in November 2020, having first joined the Company in
October of 2009. During his decade-long tenure, which ended in June of 2019, Dr. Gomez served as Senior Vice President of Quantitative Research. In between stints at CreditRiskMonitor, Dr. Gomez held the role of Chief Analytics Officer for
Beyond Finance, Inc. Prior to joining the Company in 2009, Dr. Gomez was a principal at Lone Pine Mesa LLC, where he consulted with companies in the area of specialty finance since 2005. Prior to that, he was a Managing Director at Standard
& Poor’s Risk Solutions group since 2001. Before S&P, Dr. Gomez was co-founder and Group Head for Financial Analytics for the Center for Adaptive Systems & Applications. Dr. Gomez earned a B.S. in 1980 and a Ph.D. in 1985 from the
Massachusetts Institute of Technology.
41
The Audit Committee
The Audit Committee shall assist the Board of Directors in fulfilling its responsibility to the shareholders, potential shareholders and investment community relating to corporate accounting,
reporting practices of the Company and the quality and integrity of the Company’s financial reporting. To fulfill its purposes, the Committee’s duties shall include to:
| • |
Appoint, evaluate, compensate, oversee the work of, and if appropriate terminate, the independent auditor, who shall report directly to the Committee.
|
| • |
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.
|
In performing these functions, the Audit Committee meets periodically with the independent auditors and management to review their work and confirm that they are properly discharging their
respective responsibilities. The Audit Committee met five times in connection with the last fiscal year’s audit, prior to the filing of the Company’s annual and quarterly SEC reports.
The Audit Committee currently consists of its outside directors – Brigitte Muehlmann, Lisa Reisman, and Joshua Flum. Both Brigitte Muehlmann and Lisa Reisman are independent, and Brigitte
Muehlmann is an audit committee financial expert, as such terms are defined by the SEC.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and officers, and persons who own more than 10% of a registered class of the Company’s
equity securities, to file with the Securities and Exchange Commission (“SEC”) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Such persons are required by SEC
regulation to furnish the Company with copies of all Section 16(a) reports they file.
To the Company’s knowledge, based solely on its review of the copies of such reports received by it with respect to fiscal 2023, or written representations from certain reporting persons, the
Company believes that all filing requirements applicable to its directors, officers and persons who own more than 10% of a registered class of the Company’s equity securities have been timely complied with.
Code of Ethics
CreditRiskMonitor’s Board of Directors has adopted a Code of Ethics for its Principal Executive Officer and Senior Financial Officers. This Code applies to the Company’s Chief Executive
Officer and Chief Financial Officer (who also is the Company’s principal accounting officer).
42
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
The following table shows all cash compensation paid or to be paid by the Company during the fiscal years indicated to the chief executive officer and all other executive officers of the
Company as of the end of the Company’s last fiscal year.
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||
|
Name and Principal
Position
|
Year
|
Salary
|
Bonus (1)
|
Option Awards (2)
|
All Other
Compensation
|
Total
|
||||||||||||
|
Jerome S. Flum, Executive Chairman
|
2023
2022
|
$150,000
$150,000
|
$0
$0
|
-
-
|
-
-
|
$150,000
$150,000
|
||||||||||||
|
Michael I. Flum, Chief Executive Officer
|
2023
2022
|
$201,000
$184,193
|
$38,000
$33,000
|
$13,129
6,617
|
-
-
|
$252,129
$223,810
|
||||||||||||
|
Steven Gargano, Chief Financial Officer
|
2023
2022
|
$196,000
$189,800
|
$38,500
$38,000
|
$2,179
720
|
-
-
|
$236,679
$228,520
|
||||||||||||
(1) The amounts in this column reflect bonuses awarded for the fiscal year shown but paid in the subsequent fiscal year.
(2) Represents the compensation costs of stock option awards for financial reporting purposes for the year under ASC 718, rather
than an amount paid to or realized by the Named Executive Officer. See Note 6 of the Notes to Financial Statements for a discussion of the assumptions used in calculating the aggregate grant date fair value computed in accordance with ASC
718. The ASC 718 value as of the grant date for stock options is spread over the number of months of service required for the grant to become non-forfeitable. There can be no assurance that the ASC 718 amounts will ever be realized.
Outstanding Equity Awards
The following table sets forth all stock options granted to the Company’s executive officers during the last fiscal year:
|
GRANTS OF PLAN-BASED AWARDS
|
|||||||||||||||
|
Equity Grants
|
|||||||||||||||
|
Name
|
Grant Date
|
All Other Stock
Awards:
Number of
Shares of Stock
or Units (#) |
All Other
Option Awards:
Number of
Securities
Underlying
Options (#)
|
Exercise or Base
Price of Option
Awards ($/Sh)
|
Grant Date Fair
Value of Stock
and Option
Awards
|
||||||||||
|
Jerome S. Flum
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||
|
Michael I. Flum
|
1/25/2023
5/01/2023
|
N/A
N/A
|
5,000
50,000
|
$2.70
$3.08
|
10,013
101,086
|
||||||||||
|
Steven Gargano
|
1/25/2023
|
N/A
|
2,000
|
$2.70
|
4,005
|
||||||||||
43
The following table reflects outstanding equity grants to the Company’s executive officers as of December 31, 2023:
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||||||||
|
Name
|
Number of Securities
Underlying
Unexercised Options
(#)
Exercisable
|
Number of Securities
Underlying
Unexercised Options
(#)
Un-exercisable
|
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
||||||||||
|
Jerome S. Flum
|
-0-
|
-0-
|
-0-
|
-0-
|
N/A
|
||||||||||
|
Michael I. Flum
|
-0-
-0-
-0-
-0-
-0-
|
50,000
25,000
30,000
5,000
50,000
|
-0-
-0-
-0-
-0-
-0-
|
$1.45
$2.19
$1.85
$2.70
$3.08
|
10-24-29
10-29-29
01-28-32
01-25-33
05-01-33
|
||||||||||
|
Steven Gargano
|
-0-
-0-
-0-
-0-
|
12,000
3,000
4,000
2,000
|
-0-
-0-
-0-
-0-
|
$1.80
$2.19
$1.85
$2.70
|
07-29-29
10-29-29
01-28-32
01-25-33
|
||||||||||
The closing market price of the Company’s common stock on December 31, 2023 was $2.33 per share.
The options under the above grants may be exercised after four years in installments upon the attainment of specified length of service. In the event of a change in control (as defined), the
options will vest in full at the time of such change in control.
44
Directors’ Fees
Effective July 12, 2023, non-employee directors receive $2,000 per quarter or a total of $8,000 per calendar year, prior to that non-employee directors received $1,000 per quarter or a total
of $4,000 per calendar year,
|
DIRECTOR COMPENSATION
|
|||||||||
|
Name
|
Fees Earned or
Paid in Cash(1)
|
Option
Awards(2)
|
Total
|
||||||
|
Brigitte Muehlmann
|
$8,000
|
$367
|
$8,367
|
||||||
|
Lisa Reisman
|
$8,000
|
$367
|
$8,367
|
||||||
|
Joshua M. Flum
|
$8,000
|
$7,259
|
$15,259
|
||||||
|
Andrew J. Melnick
|
$4,000
|
$0
|
$4,000
|
||||||
|
Richard Lippe
|
$4,000
|
$0
|
$4,000
|
||||||
| (1) |
Fees earned in 2023 for former directors Andrew Melnick and Richard Lippe were $4,000 and fees paid in cash were $0 per director. Fees earned in 2023 for returning director Joshua Flum were $6,000 and fees paid in cash were $8,000.
Fees earned in 2023 for newly elected directors Brigitte Muehlmann and Lisa Reisman were $4,000 and fees paid in cash were $8,000 per director.
|
| (2) |
Represents the compensation costs for financial reporting purposes for the year under ASC 718. See Note 6 to the Notes to Financial Statements for the assumptions made in determining ASC 718 values.
|
45
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
The following table sets forth as of March 1, 2024 information regarding the beneficial ownership of the Company’s voting securities (i) by each person or group known by the Company to be the
owner of record or beneficially of more than five percent of the Company’s voting securities, (ii) by each of the Company’s directors and executive officers, and (iii) by all directors and executive officers of the Company as a group. Except
as indicated in the following notes, the owners have sole voting and investment power with respect to the shares. Unless otherwise noted, each owner’s mailing address is c/o CreditRiskMonitor.com, Inc., 704 Executive Boulevard, Suite A,
Valley Cottage, NY 10989.
|
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
|
6.5%
|
|
|||
|
Flum Partners (2)
|
5,641,134
|
52.1%
|
|
|||
|
Named Executive Officers
|
||||||
|
Jerome S. Flum
|
6,239,776 (4)(5)
|
|
57.6%
|
|
||
|
Michael I. Flum
|
6,500
|
-----*
|
|
|||
|
Non-Employee Directors
|
||||||
|
Joshua M. Flum (5)
|
32,900
|
-----*
|
|
|||
|
All directors and executive officers
(as a group (5 persons))
|
6,279,176 (3)(4)
|
|
58.6%
|
*less than 1%
(1) Based on the information contained in a Schedule 13G/A filed February 1, 2019. The general
partner of Santa Monica Partners, L.P. is SMP Asset Management, LLC. Lawrence J. Goldstein is an individual investor, the sole managing member and the sole owner of SMP Asset Management, LLC, and
may be deemed to beneficially own these shares.
(2) The general partners of Flum Partners are Jerome S. Flum, Executive Chairman of the Board of the Company; Michael I. Flum,
Chief Executive Officer of the Company; and Barbara Schwartz, spouse of Jerome S. Flum. The controlling general partner is Jerome S. Flum.
46
(3) Includes 5,641,134 shares owned by Flum Partners, of which Mr. Flum is the controlling general partner, which are also deemed
to be beneficially owned by Mr. Flum because of his power, as controlling general partner of Flum Partners, to direct the voting of such shares held by the partnership. Mr. Flum disclaims beneficial ownership of the shares owned by Flum
Partners. The 6,239,776 shares of Common Stock, or 57.61% of the outstanding shares of Common Stock, may also be deemed to be owned, beneficially and collectively, by Flum Partners and Mr. Flum, as a “group”, within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”).
(4) Includes 7,800 shares of Common Stock owned by a grandchild of Mr. Flum, the beneficial ownership of which is disclaimed by
Mr. Flum. Also, includes 260,000 shares of Common Stock owned by Family Trusts established by Mr. Flum, the beneficial ownership of which is disclaimed by Mr. Flum.
(5) Includes 6,500 shares of Common Stock and 26,400 shares of Common Stock which may be acquired upon the exercise of stock
options which have vested or will vest within 60 days of March 10, 2024.
The Company’s current equity compensation plan approved by stockholders is the 2020 Long-Term Incentive Plan. The 2020 Long-Term Incentive Plan provides for the grant of options and other
awards up to an aggregate of 1,000,000 shares of common stock. The Company’s previous equity compensation plan approved by stockholders was the 2009 Long-Term Incentive Plan. The 2009 Long-Term Incentive Plan provided for the grant of options
and other awards up to an aggregate of 1,000,000 shares of common stock. This plan expired at the end of 2019.
The following table summarizes information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all equity compensation plans of the
Company as of December 31, 2023.
|
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
|
714,050
|
$2.14
|
580,950
|
||||||
|
Total
|
714,050
|
$2.14
|
580,950
|
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|
There were no such reportable relationships or related transactions in 2023.
47
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
The aggregate fees incurred by CohnReznick LLP for professional services rendered to the Company for the last two fiscal years are as follows:
|
Fiscal Year Ended
|
||||||||
|
December 31,
|
||||||||
|
2023
|
2022
|
|||||||
|
Audit fees (1)
|
$
|
158,550
|
$
|
152,250
|
||||
|
Audit related fees (2)
|
-
|
-
|
||||||
|
Tax fees (3)
|
17,325
|
15,750
|
||||||
|
All other fees
|
-
|
-
|
||||||
|
Total fees
|
$
|
173,875
|
$
|
168,000
|
||||
| (1) |
Consists of fees for services provided in connection with the audit of the Company’s financial statements and review of the Company’s quarterly financial statements.
|
| (2) |
Consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit
fees.”
|
| (3) |
Consists of fees for preparation of federal and state income tax returns.
|
The engagement of CohnReznick LLP for the 2023 and 2022 fiscal years and the scope of audit-related services, including the audits and reviews described above, and tax services were all
pre-approved by the Audit Committee.
The policy of the Audit Committee is to pre-approve the engagement of the Company’s independent auditors and the furnishing of all audit and non-audit services.
48
PART IV
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
|
(a)
|
Financial Statements – contained in Item 8:
|
|
|
|
Page
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm (
|
19 |
|
|
Balance Sheets - December 31, 2023 and 2022
|
20 |
|
|
Statements of Operations - Years Ended December 31, 2023 and 2022
|
21 |
|
|
Statements of Stockholders’ Equity - Years Ended December 31, 2023 and 2022
|
22 |
|
|
Statements of Cash Flows - Years Ended December 31, 2023 and 2022
|
23 |
|
|
Notes to Financial Statements
|
24 |
| (b) |
Exhibits:
|
|
-
|
|||
|
-
|
|||
|
-
|
|||
|
-
|
|||
|
-
|
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.
|
49
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CREDITRISKMONITOR.COM, INC.
(REGISTRANT)
| Date: March 21, 2024 |
By: /s/ Michael I. Flum
|
Michael I. Flum
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
| Date: March 21, 2024 |
By: /s/ Michael I. Flum
|
Michael I. Flum
Chief Executive Officer and
President
(Principal Executive Officer)
| Date: March 21, 2024 |
By: /s/ Steven Gargano
|
Steven Gargano
Chief Financial Officer
(Principal Financial and Accounting Officer)
| Date: March 21, 2024 |
By: /s/ Brigitte Muehlmann
|
Brigitte Muehlmann
Director
| Date: March 21, 2024 |
By: /s/ Lisa Reisman
|
Lisa Reisman
Director
| Date: March 21, 2024 |
By: /s/ Joshua M. Flum
|
Joshua M. Flum
Director
50
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement Number 333-183652 of CreditRiskMonitor.com, Inc. on Form S-8 of our report
dated March 21, 2024 on our audits of the financial statements of CreditRiskMonitor.com, Inc. as of December 31, 2023 and 2022 and for each of the years then ended appearing in this Annual Report on Form 10-K of CreditRiskMonitor.com, Inc. for the
year ended December 31, 2023.
/s/ CohnReznick LLP
New York, New York
March 21, 2024
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Michael I. Flum, certify that:
| 1. |
I have reviewed this annual report on Form 10-K 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 Rules 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: March 21, 2024 |
By: /s/ Michael I. Flum
|
Michael I. Flum
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Steven Gargano, certify that:
| 1. |
I have reviewed this annual report on Form 10-K 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 Rules 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: March 21, 2024 |
By: /s/ Steven Gargano
|
Steven Gargano
Chief Financial Officer (Principal Financial and Accounting Officer)
EXHIBIT 32.1
CERTIFICATION 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 Annual Report of CreditRiskMonitor.com, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Michael I. 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/ Michael I. Flum
|
Michael I. Flum
Chief Executive Officer
March 21, 2024
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 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 Annual Report of CreditRiskMonitor.com, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Steven Gargano, 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
Chief Financial Officer (Principal Financial and Accounting Officer)
March 21, 2024
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.