These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
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Nevada
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36-2972588
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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704 Executive Boulevard, Suite A
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Valley Cottage, New York
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10989
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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None
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
x
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ITEM 1.
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BUSINESS
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(1)
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An annual fixed-price service (the “Fundamental Service”) with unlimited usage and coverage of public companies, featuring multi-period spreads of financial reports and ratio analysis, as well as up-to-date financial news screened specifically for usefulness in credit evaluation. Another feature of the service is notification and delivery of this news via email, concerning only companies of interest to the subscriber. This service is supplemented with trade receivable data contributed mainly by CRMZ’s subscribers, 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. Midyear 2007, the Company added its proprietary credit score, the “FRISK
tm
” score, to its Fundamental Service. This proprietary score predicts corporate default within the next 12 months, and provides clients with a fast, consistent method for identifying those companies at greatest risk of default. The FRISK
tm
score is updated daily, based on the latest information available to the Company, and is derived from a statistical model back-tested on 10,000 companies over a multi-year period and continually monitored by the Company. Preparation of the FRISK
tm
score involves the use of executable software created expressly for and owned by the Company as well as sophisticated algorithms and weighting techniques which are proprietary Company trade secrets. At the end of 2009, the Fundamental Service covered over 40,000 public companies worldwide, totaling approximately $49 trillion in corporate revenue compared to world GDP of $70 trillion. Subscribers may opt, at lower prices, for limited regional coverage: “North American Service” for coverage of just U.S., Canadian, Mexican and Caribbean companies. In addition, the Company sells its Credit Limit Service on an annual subscription basis. Available for the first time in 2007, this interactive service helps credit managers to manage credit line limits for their customers, in light of changes in the companies’ financial strength. This service monitors daily changes in a customized recommended credit limit for each customer and generates alert messages to subscribers as requested, so they can take immediate action when a customer’s circumstances change. This Credit Limit Service is fully integrated with the Fundamental Service, which provides analytical depth to subscribers when questions arise or more analysis is needed. It is only sold in conjunction with the Fundamental Service, for an additional fee. The fee is based, in part, on the number of subject companies evaluated during the annual subscription period, and includes monitoring.
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(2)
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Single credit reports on any of the over 40,000 companies covered in item (1) above. These reports are sold mainly via credit card and obtained via the Internet. Email alerts are not available with this single-report service.
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(3)
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Individual credit reports on approximately 20 million foreign public and private companies. These reports are purchased by CRMZ through affiliations with third-party suppliers and sold to CRMZ subscribers.
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·
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Low price.
The prices of CRMZ’s services are low compared to the subscriber’s possible loss from not getting paid and low compared to the cost of most competitive products.
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·
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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, compared to competitive services, should gain market share in most business environments and especially during a downturn. In a contracting business environment, many companies face increasing price competition which should accelerate their shift to lower cost technologies and providers, such as CRMZ. CRMZ’s business and revenues therefore have continued to grow as world economic growth slows or declines. Over the last ten years the issuance of corporate “junk bonds” and other debt by public companies and public debt by private companies (LBO’s, etc.), and the development of credit instruments to hedge default and interest rate risk (i.e., credit derivatives) has increased dramatically. It is difficult to get a complete or totally accurate number of the totals, but according to the Bank for International Settlements, as of June 2009 the total “notional” value of Over the Counter Credit Default Swap Derivatives was $36 trillion. To put this in perspective, in 2008 the U.S. Gross Domestic Product (“GDP”) was approximately $14 trillion, and the market value of all U.S. corporate equity was approximately $16 trillion. Thus, U.S. public companies and private companies with public debt have a vulnerability to business cycle contraction and the attendant market risks for interest rates and stock markets. This dramatically increases the exposure and complexity of extending commercial trade credit and puts a premium on the speed and analysis of CRMZ’s service.
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·
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Recurring revenue stream.
The recurring annual revenue stream of its subscription fee model gives the Company stability not found in a one-time sale product-based company.
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·
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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 CRMZ. In addition, CRMZ has automated a significant amount of the processes used to create and deliver its service; therefore, its production costs, apart from the development cost of enhancing and upgrading the Company’s website, are relatively stable over a wide range of increasing revenue. Offsetting these cost reductions is the cost of increasing the data content of CRMZ’s services if the Company chooses to increase content and not raise its prices to cover these additional costs.
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·
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Self financing.
CRMZ’s business has no inventory, manufacturing or warehouse facilities, and payment for the subscription service is made early in the subscription cycle. Thus, the Company’s business is characterized by low capital-intensity, and yet it is a business capable of generating high margins and sufficient positive cash flow to grow the business organically with little need for external capital. In addition, the Company has approximately $3.8 million of net operating loss carryforwards which may offset future tax liability and thus positively impact cash flow. (See MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- Financial Condition, Liquidity and Capital Resources; and Net Operating Loss Carryforwards.)
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·
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Management.
CRMZ has in-place an experienced management team with proven talent in business credit evaluation systems and Internet development.
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·
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Growth in U.S. market share.
Faced with a dominant U.S. competitor, D&B
tm
, as well as several other larger competitors, the Company’s primary goal is to gain market share. The Company believes that many potential customers are unaware of its service, while others are aware of but have not evaluated its service.
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·
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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 CRMZ’s credit analysis of U.S. and foreign companies. Internationally, the Internet provides a mechanism for rapid and inexpensive marketing and distribution of CRMZ’s service.
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·
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Broaden the services supplied
. Revenue per subscriber should increase over time as the Company adds functionality and content. Also, revenue per client should increase over time as the Company sells additional passwords to existing clients.
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Lowest cost provider.
CRMZ’s sourcing, analysis and preparation of data into a usable form is highly automated. CRMZ delivers all of its information to customers via the Internet and there is continuous automation between the sourcing of data and delivery of a company credit report to a subscriber. Because of this automation, CRMZ’s production costs are relatively stable over a wide range of increasing revenue. Management believes CRMZ’s cost structure is one of the lowest in its industry.
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·
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High margins and return on investment.
The Company foresees declining unit costs in some important expense areas, such as computer and communication costs, which should increase net profits from its subscription income stream. The Company has lower sales expenses for customer renewals than for new sales, and the Company expects that its renewal revenue will continue to grow to be a larger share of total revenue each year. All these naturally occurring unit cost reductions will be in addition to the cost reductions achieved through servicing more accounts over the Company’s in-place fixed costs.
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·
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Credit professionals need to save time, when analyzing their most important customers, and the CRMZ service provides this critical benefit. CRMZ believes that its reports and monitoring of public companies, having aggregate revenues of approximately $49 trillion, are superior in this way to competitive products or services in that the CRMZ service provides financial information in greater depth and better analytical efficiency. It also includes timely email alerts enabling credit professionals to easily stay on top of financial developments at their customers, without the clutter of non-financial news prevalent at other news services. Finally, the Moody’s and S&P ratings, and the Altman Z” and proprietary FRISK
tm
scores offered by the service enable further efficiency by focusing attention on only those companies showing financial weakness.
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·
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The Company’s customers typically have contracts with D&B
tm
. Traditionally, D&B
tm
sold them prepaid units and/or reports (“units”) on an annual basis, which they could then use to buy D&B
tm
products throughout the year. In 2005, the Company became aware that D&B
tm
had also begun selling some part of its service on a “fixed-price” basis for “virtually unlimited usage”, and in 2006, D&B
tm
expanded this practice under the trade name “DNBi”. It appears that these contracts offer a fixed price for usage of D&B
tm
information within a wide range of amounts, the upper end of which is a multiple of the customer’s current usage. D&B
tm
attempts to maintain or increase its total annual charges to each DNBi customer, and these charges are generally many times more than comparable CRMZ fees. At the same time, D&B
tm
attempts to bind its customers to multi-year agreements, so as to blunt the customer’s ability to reduce its D&B
tm
costs over several years. Since its introduction through the end of 2008, the DNBi strategy seems to have been both useful for D&B™ and without obvious negative impact on the Company, suggesting an expansionary effect on the U.S. market for credit risk information. The Company cannot predict the future effectiveness of D&B
tm
’s strategy much less whether D&B
tm
will find this DNBi pricing can lead to sustainable revenue increases over multiple years. To date, the tactic has not significantly diminished the Company’s ability to win new customers. The best practice that CRMZ recommends to its subscription customers is to always search CRMZ’s database first (which does not incur any incremental expense to them) and, if they have purchased a traditional D&B™ unit-based plan, to save their expensive D&B
tm
units for decisions concerning those privately-held businesses where CRMZ may have little or no information. Likewise, users of the “DNBi” service have reported to CRMZ that it is wise to conserve unit usage even with a “DNBi” contract, because high usage levels seem to become a pretext for D&B™ to seek large price increases in future years. According to the Company’s research, the great majority of CreditRiskMonitor customers continue to report saving money as a result of using the CRMZ service.
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·
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For low-volume customers, CRMZ sells single commercial credit reports for a flat price of $49.95 per report, using credit card transactions via the Internet. Although D&B
tm
also sells single reports on the Internet, they impose a complicated pricing schedule, in which the price of a specific company report depends on both the customer’s home country and the home country of the company about which they are inquiring. This pricing schedule includes more than 30 different price points for essentially the same D&B
tm
Business Information Report alone, ranging from $119 to over $500 for this flagship report. This competitor’s approach is apparently designed to protect its legacy revenue streams from the pre-Internet era, when charging large cross-border premiums could be justified to some extent by the increased production costs of producing and delivering reports across boundaries. In contrast, CRMZ was designed from the ground up to be a worldwide provider of commercial credit reports over the Internet, and is not similarly constrained by legacy systems. Consequently, CRMZ’s value advantage is even more apparent when customers compare the costs of cross-border report purchases.
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ITEM 2.
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PROPERTIES.
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ITEM 3.
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LEGAL PROCEEDINGS.
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ITEM 4.
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RESERVED.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURHASES OF EQUITY SECURITIES.
|
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High Bid
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Low Bid
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|||||||
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2008
|
||||||||
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First Quarter
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$ | 2.60 | $ | 1.55 | ||||
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Second Quarter
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$ | 1.90 | $ | 1.50 | ||||
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Third Quarter
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$ | 1.75 | $ | 1.01 | ||||
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Fourth Quarter
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$ | 1.30 | $ | 0.30 | ||||
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2009
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||||||||
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First Quarter
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$ | 1.99 | $ | 0.35 | ||||
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Second Quarter
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$ | 2.50 | $ | 1.50 | ||||
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Third Quarter
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$ | 3.25 | $ | 2.00 | ||||
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Fourth Quarter
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$ | 4.20 | $ | 2.50 | ||||
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ITEM 6.
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SELECTED FINANCIAL DATA
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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2009
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2008
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||||||
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Cash, cash equivalents, and marketable securities
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$ | 4,679 | $ | 3,872 | ||||
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Accounts receivable, net
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$ | 1,371 | $ | 1,146 | ||||
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Working capital
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$ | 241 | $ | 197 | ||||
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Cash ratio
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0.77 | 0.77 | ||||||
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Quick ratio
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1.00 | 0.99 | ||||||
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Current ratio
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1.04 | 1.04 | ||||||
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Total
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Less than
1 Year
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1-3 Years
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4-5 Years
|
More than
5 Years
|
||||||||||||||||
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Operating leases
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$ | 94,367 | $ | 90,634 | $ | 3,733 | - | - | ||||||||||||
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Total
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$ | 94,367 | $ | 90,634 | $ | 3,733 | - | - | ||||||||||||
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Year Ended December 31,
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||||||||||||||||
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2009
|
2008
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|||||||||||||||
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Amount
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% of Total
Revenue
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Amount
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% of Total
Revenue
|
|||||||||||||
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Operating revenues
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$ | 7,848,010 | 100.00 | % | $ | 5,872,996 | 100.00 | % | ||||||||
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Operating expenses:
|
||||||||||||||||
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Data and product costs
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2,118,316 | 26.99 | % | 1,753,338 | 29.85 | % | ||||||||||
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Selling, general and administrative expenses
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4,813,064 | 61.33 | % | 3,795,232 | 64.62 | % | ||||||||||
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Depreciation and amortization
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103,909 | 1.32 | % | 81,531 | 1.39 | % | ||||||||||
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Total operating expenses
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7,035,289 | 89.64 | % | 5,630,101 | 95.86 | % | ||||||||||
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Income from operations
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812,721 | 10.36 | % | 242,895 | 4.14 | % | ||||||||||
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Other income, net
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13,893 | 0.18 | % | 133,048 | 2.26 | % | ||||||||||
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Income before income taxes
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826,614 | 10.54 | % | 375,943 | 6.40 | % | ||||||||||
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Benefit (provision) for income taxes
|
908,960 | 11.58 | % | (4,117 | ) | -0.07 | % | |||||||||
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Net income
|
$ | 1,735,574 | 22.12 | % | $ | 371,826 | 6.33 | % | ||||||||
|
Year Ended December 31,
|
||||||||||||||||
|
2008
|
2007
|
|||||||||||||||
|
% of Total
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% of Total
|
|||||||||||||||
|
Amount
|
Revenue
|
Amount
|
Revenue
|
|||||||||||||
|
Operating revenues
|
$ | 5,872,996 | 100.00 | % | $ | 4,989,177 | 100.00 | % | ||||||||
|
Operating expenses:
|
||||||||||||||||
|
Data and product costs
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1,753,338 | 29.85 | % | 1,651,606 | 33.11 | % | ||||||||||
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Selling, general and administrative expenses
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3,795,232 | 64.62 | % | 2,953,648 | 59.20 | % | ||||||||||
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Depreciation and amortization
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81,531 | 1.39 | % | 65,895 | 1.32 | % | ||||||||||
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Total operating expenses
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5,630,101 | 95.86 | % | 4,671,149 | 93.63 | % | ||||||||||
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Income from operations
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242,895 | 4.14 | % | 318,028 | 6.37 | % | ||||||||||
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Other income
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142,923 | 2.43 | % | 93,344 | 1.87 | % | ||||||||||
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Interest expense
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(9,875 | ) | -0.17 | % | (37,535 | ) | -0.75 | % | ||||||||
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Income before income taxes
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375,943 | 6.40 | % | 373,837 | 7.49 | % | ||||||||||
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Provision for state and local income taxes
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(4,117 | ) | -0.07 | % | (3,606 | ) | -0.07 | % | ||||||||
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Net income
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$ | 371,826 | 6.33 | % | $ | 370,231 | 7.42 | % | ||||||||
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
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2009
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2008
|
|||||||
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ASSETS
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||||||||
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Current assets:
|
||||||||
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Cash and cash equivalents
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$ | 4,679,466 | $ | 912,591 | ||||
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Marketable securities
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- | 2,958,996 | ||||||
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Accounts receivable, net of allowance of $30,000
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1,370,523 | 1,146,066 | ||||||
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Other current assets
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253,857 | 237,883 | ||||||
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Total current assets
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6,303,846 | 5,255,536 | ||||||
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Property and equipment, net
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261,591 | 213,142 | ||||||
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Goodwill
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1,954,460 | 1,954,460 | ||||||
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Deferred taxes on income
|
913,503 | - | ||||||
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Other assets
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23,116 | 28,109 | ||||||
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Total assets
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$ | 9,456,516 | $ | 7,451,247 | ||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
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Current liabilities:
|
||||||||
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Deferred revenue
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$ | 5,321,116 | $ | 4,394,803 | ||||
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Accounts payable
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42,614 | 52,758 | ||||||
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Accrued expenses
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698,832 | 610,748 | ||||||
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Total current liabilities
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6,062,562 | 5,058,309 | ||||||
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Other liabilities
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- | 3,424 | ||||||
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Total liabilities
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6,062,562 | 5,061,733 | ||||||
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Stockholders’ equity:
|
||||||||
|
Preferred stock, $.01 par value; authorized 5,000,000 shares; none issued
|
- | - | ||||||
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Common stock, $.01 par value; authorized 25,000,000 shares; issued and outstanding 7,849,462 shares
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78,494 | 78,494 | ||||||
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Additional paid-in capital
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28,333,094 | 28,279,268 | ||||||
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Accumulated deficit
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(25,017,634 | ) | (25,968,248 | ) | ||||
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Total stockholders’ equity
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3,393,954 | 2,389,514 | ||||||
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Total liabilities and stockholders’ equity
|
$ | 9,456,516 | $ | 7,451,247 | ||||
|
2009
|
2008
|
|||||||
|
Operating revenues
|
$ | 7,848,010 | $ | 5,872,996 | ||||
|
Operating expenses:
|
||||||||
|
Data and product costs
|
2,118,316 | 1,753,338 | ||||||
|
Selling, general and administrative expenses
|
4,813,064 | 3,795,232 | ||||||
|
Depreciation and amortization
|
103,909 | 81,531 | ||||||
|
Total operating expenses
|
7,035,289 | 5,630,101 | ||||||
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Income from operations
|
812,721 | 242,895 | ||||||
|
Other income, net
|
13,893 | 133,048 | ||||||
|
Income before income taxes
|
826,614 | 375,943 | ||||||
|
Benefit (provision) for income taxes
|
908,960 | (4,117 | ) | |||||
|
Net income
|
$ | 1,735,574 | $ | 371,826 | ||||
|
Net income per share-
|
||||||||
|
B
asic
|
$ | 0.22 | $ | 0.05 | ||||
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Diluted
|
$ | 0.21 | $ | 0.05 | ||||
| Common Stock |
Additional Paid-in
C
apital
|
Accumulated
D
eficit
|
Total Stockholders’
Equity
|
|||||||||||||||||
|
Common Stock
|
Amount
|
|||||||||||||||||||
|
Balance January 1, 2008
|
7,694,462 | $ | 76,944 | $ | 28,221,907 | $ | (26,340,074 | ) | $ | 1,958,777 | ||||||||||
|
Net income
|
- | - | - | 371,826 | 371,826 | |||||||||||||||
|
Exercise of stock options
|
155,000 | 1,550 | 3,465 | - | 5,015 | |||||||||||||||
|
Stock-based compensation
|
- | - | 53,896 | - | 53,896 | |||||||||||||||
|
Balance December 31, 2008
|
7,849,462 | 78,494 | 28,279,268 | (25,968,248 | ) | 2,389,514 | ||||||||||||||
|
Net income
|
- | - | - | 1,735,574 | 1,735,574 | |||||||||||||||
|
Cash dividend paid
|
- | - | - | (784,960 | ) | (784,960 | ) | |||||||||||||
|
Stock-based compensation
|
- | - | 53,826 | - | 53,826 | |||||||||||||||
|
Balance December 31, 2009
|
7,849,462 | $ | 78,494 | $ | 28,333,094 | $ | (25,017,634 | ) | $ | 3,393,954 | ||||||||||
|
2009
|
2008
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income
|
$ | 1,735,574 | $ | 371,826 | ||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Deferred income taxes
|
(913,503 | ) | - | |||||
|
Depreciation
|
103,909 | 81,531 | ||||||
|
Stock-based compensation
|
53,826 | 53,896 | ||||||
|
Realized loss on marketable securities
|
28,224 | - | ||||||
|
Unrealized gain on marketable securities
|
- | (65,904 | ) | |||||
|
Deferred salary
|
- | (58,890 | ) | |||||
|
Deferred rent
|
(3,424 | ) | (4,108 | ) | ||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable, net
|
(224,457 | ) | (408,630 | ) | ||||
|
Other current assets
|
(15,974 | ) | 22,774 | |||||
|
Other assets
|
4,993 | (356 | ) | |||||
|
Deferred revenue
|
926,313 | 1,003,464 | ||||||
|
Accounts payable
|
(10,144 | ) | 1,639 | |||||
|
Accrued expenses
|
88,084 | 262,003 | ||||||
|
Net cash provided by operating activities
|
1,773,421 | 1,259,245 | ||||||
|
Cash flows from investing activities:
|
||||||||
|
Purchase of marketable securities
|
(433,761 | ) | (2,893,092 | ) | ||||
|
Sale of marketable securities
|
3,364,533 | - | ||||||
|
Purchase of property and equipment
|
(152,358 | ) | (144,900 | ) | ||||
|
Net cash provided by (used in) investing activities
|
2,778,414 | (3,037,992 | ) | |||||
|
Cash flows from financing activities:
|
||||||||
|
Dividend paid to stockholders
|
(784,960 | ) | - | |||||
|
Proceeds from exercise of stock options
|
- | 5,015 | ||||||
|
Payments on promissory note
|
- | (286,940 | ) | |||||
|
Net cash used in financing activities
|
(784,960 | ) | (281,925 | ) | ||||
|
Net increase (decrease) in cash and cash equivalents
|
3,766,875 | (2,060,672 | ) | |||||
|
Cash and cash equivalents at beginning of year
|
912,591 | 2,973,263 | ||||||
|
Cash and cash equivalents at end of year
|
$ | 4,679,466 | $ | 912,591 | ||||
|
Supplemental disclosure of cash flow information:
|
||||||||
|
Cash paid during the year for:
|
||||||||
|
Interest
|
$ | 21 | $ | 9,875 | ||||
|
Income taxes
|
$ | 4,543 | $ | 4,117 | ||||
|
2009
|
2008
|
|||||||
|
Cash
|
$ | 293,134 | $ | 305,010 | ||||
|
Money market funds
|
4,386,332 | 607,581 | ||||||
| $ | 4,679,466 | $ | 912,591 | |||||
|
Amortized
Cost
|
Gross
Unrealized
Holding
Gains
|
Gross
Unrealized
Holding
Losses
|
Recorded
Value
|
|||||||||||||
|
U.S. Government intermediate bond funds
|
$ | 2,893,092 | $ | 65,904 | $ | -- | $ | 2,958,996 | ||||||||
|
2009
|
2008
|
|||||||
|
Computed "expected" expense
|
$ | 330,646 | $ | 127,821 | ||||
|
Expiration of net operating loss carryforward
|
- | 55,001 | ||||||
|
Permanent differences
|
1,751 | 1,305 | ||||||
|
State and local income tax expense
|
4,543 | 4,117 | ||||||
|
Other
|
39,158 | 26,366 | ||||||
|
Decrease in valuation allowance
|
(1,285,058 | ) | (210,493 | ) | ||||
|
Income tax expense (benefit)
|
$ | (908,960 | ) | $ | 4,117 | |||
|
2009
|
2008
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Net operating loss carryforwards
|
$ | 1,518,841 | $ | 1,759,209 | ||||
|
Other
|
45,582 | 42,642 | ||||||
|
Total deferred tax assets
|
1,564,423 | 1,801,851 | ||||||
|
Valuation allowance
|
- | (1,285,058 | ) | |||||
|
Net deferred tax assets
|
1,564,423 | 516,793 | ||||||
|
Deferred tax liabilities:
|
||||||||
|
Goodwill amortization
|
(533,670 | ) | (472,803 | ) | ||||
|
Mark-to-market
|
- | (32,450 | ) | |||||
|
Fixed asset depreciation
|
(117,250 | ) | (11,540 | ) | ||||
|
Total deferred tax liabilities
|
(650,920 | ) | (516,793 | ) | ||||
|
Net deferred tax assets
|
$ | 913,503 | $ | - | ||||
|
Number
of Shares
|
Weighted
Average
Average
Exercise
Price
|
|||||||
|
Outstanding at January 1, 2008
|
737,500 | $ | 0.9461 | |||||
|
Exercised
|
(155,000 | ) | 0.0324 | |||||
|
Outstanding at December 31, 2008
|
582,500 | $ | 1.1893 | |||||
|
Granted (subject to shareholder approval)
|
80,000 | 4.0000 | ||||||
|
Outstanding at December 31, 2009
|
662,500 | $ | 1.5827 | |||||
|
2009
|
2008
|
|||||||
|
Data and product costs
|
$ | 7,760 | $ | 7,810 | ||||
|
Selling, general and administrative costs
|
46,066 | 46,086 | ||||||
| $ | 53,826 | $ | 53,896 | |||||
|
Risk-free interest rate
|
3.47 | % | ||
|
Expected dividend yield
|
0.00 | % | ||
|
Expected volatility factor
|
0.47 | |||
|
Expected life of the option (years)
|
9 |
| 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
|
||||||||||||||||||||
|
$ 1.0000 - $ 1.2000
|
438,500 | 4.45 | $ | 1.0000 | 71,000 | $ | 1.0000 | ||||||||||||||||||
|
$ 1.2100 - $ 1.6500
|
89,000 | 5.84 | $ | 1.3848 | - | - | |||||||||||||||||||
|
$ 1.6600 - $ 4.0000
|
135,000 | 9.05 | $ | 3.3407 | - | - | |||||||||||||||||||
| 662,500 | 5.57 | $ | 1.5287 | 71,000 | $ | 1.0000 | |||||||||||||||||||
|
2009
|
2008
|
|||||||
|
Computer equipment and software
|
$ | 557,855 | $ | 424,504 | ||||
|
Furniture and fixtures
|
92,408 | 77,696 | ||||||
|
Leasehold improvements
|
37,195 | 36,445 | ||||||
|
Capitalized lease
|
90,043 | 90,043 | ||||||
| 777,501 | 628,688 | |||||||
|
Less accumulated depreciation and amortization
|
(515,910 | ) | (415,546 | ) | ||||
| $ | 261,591 | $ | 213,142 | |||||
|
Operating
Leases
|
||||
|
2010
|
$ | 90,634 | ||
|
2011
|
2,133 | |||
|
2012
|
1,600 | |||
|
Total minimum lease payments
|
$ | 94,367 | ||
|
2009
|
2008
|
|||||||
|
Net income
|
$ | 1,735,574 | $ | 371,826 | ||||
|
Basic weighted average common shares outstanding
|
7,849,462 | 7,736,965 | ||||||
|
Net income per share – basic
|
$ | 0.22 | $ | 0.05 | ||||
|
Diluted weighted average common shares outstanding
|
8,110,615 | 7,968,425 | ||||||
|
Net income per share – diluted
|
$ | 0.21 | $ | 0.05 | ||||
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
|
|
CONTROLS AND PROCEDURES.
|
|
ITEM 9B.
|
OTHER INFORMATION.
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
|
Name
|
Age
|
Principal Occupation/Position Held with Company
|
Officer or
Director
Since
|
|||
|
Jerome S. Flum
|
69
|
Chairman of the Board/Chief Executive Officer
|
1983
|
|||
|
William B. Danner
|
53
|
President/Chief Operating Officer
|
2005
|
|||
|
Lawrence Fensterstock
|
59
|
Senior Vice President/Chief Financial Officer/
Secretary
|
1999
|
|||
|
Andrew J. Melnick
|
68
|
Director
|
2005
|
|||
|
Jeffrey S. Geisenheimer
|
44
|
Director
|
2005
|
|||
|
Joshua M. Flum
|
40
|
Director
|
2007
|
|||
|
Richard J. James
|
70
|
Director
|
1992
|
|
|
·
|
Appoint, evaluate, compensate, oversee the work of, and if appropriate terminate, the independent auditor, who shall report directly to the Committee.
|
|
|
·
|
Approve in advance all audit engagement fees and terms of engagement as well as all audit and non-audit services to be provided by the independent auditor.
|
|
|
·
|
Engage independent counsel and other advisors, as it deems necessary to carry out its duties.
|
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
|
SUMMARY COMPENSATION TABLE
|
|||||||||||||||||||||
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
(1)
|
Option Awards
(2)
|
All Other Compensation
|
Total
|
|||||||||||||||
|
Jerome S. Flum,
|
|||||||||||||||||||||
|
Chairman and Chief
|
2009
|
$ | 159,221 | $ | 25,000 | $ | -0- | $ | -0- | $ | 184,221 | ||||||||||
|
Executive Officer
|
2008
|
$ | 213,716 | (3) | $ | 15,000 | $ | -0- | $ | -0- | $ | 228,716 | |||||||||
|
William B. Danner,
|
2009
|
$ | 194,467 | $ | 50,000 | $ | 16,814 | $ | -0- | $ | 261,281 | ||||||||||
|
President
|
2008
|
$ | 184,200 | $ | 25,000 | $ | 16,814 | $ | -0- | $ | 226,014 | ||||||||||
|
Lawrence
Fensterstock,
|
2009
|
$ | 159,221 | $ | 47,000 | $ | 668 | $ | -0- | $ | 206,889 | ||||||||||
|
Senior Vice
President
|
2008
|
$ | 304,811 | (4) | $ | 25,000 | $ | 683 | $ | -0- | $ | 330,494 | |||||||||
|
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
|
||||||||||||||||||||
|
William B.
|
-0- | 100,000 | -0- | $ | 1.0000 | 05-09-15 | |||||||||||||||||||
|
Danner
|
-0- | 50,000 | -0- | $ | 1.2500 | 10-06-15 | |||||||||||||||||||
|
Lawrence
|
15,000 | -0- | -0- | $ | 1.0000 | 12-19-11 | |||||||||||||||||||
|
Fensterstock
|
-0- | 5,000 | -0- | $ | 1.0000 | 07-31-13 | |||||||||||||||||||
|
MINIMUM ANNUAL
|
|||||||||||||
|
Level
|
Gross Sales
|
Pre-Tax Operating Margin
|
Options
Vested
|
Cumulative Options Vested
|
|||||||||
|
1
|
$ 3 Million
|
20 | % | 6.7 | % | 6.7 | % | ||||||
|
2
|
$ 4 Million
|
23 | % | 6.7 | % | 13.4 | % | ||||||
|
3
|
$ 5 Million
|
27 | % | 10.0 | % | 23.4 | % | ||||||
|
4
|
$ 6 Million
|
36 | % | 10.0 | % | 33.4 | % | ||||||
|
5
|
$7.5 Million
|
39 | % | 13.3 | % | 46.7 | % | ||||||
|
6
|
$ 9 Million
|
42 | % | 13.3 | % | 60.0 | % | ||||||
|
7
|
$ 11 Million
|
45 | % | 16.6 | % | 76.6 | % | ||||||
|
8
|
$ 14 Million
|
48 | % | 16.6 | % | 93.2 | % | ||||||
|
9
|
$ 17 Million
|
48 | % | 6.8 | % | 100.0 | % | ||||||
|
DIRECTOR COMPENSATION
|
|||||||||||||||
|
Name
|
Fees Earned
or Paid in Cash
|
Option
Awards
(1)
|
Total
|
||||||||||||
|
Andrew J. Melnick
|
$ | 1,800 | $ | 2,334 | $ | 4,134 | |||||||||
|
Jeffrey S. Geisenheimer
|
$ | 1,800 | $ | 5,190 | $ | 6,990 | |||||||||
|
Joshua M. Flum
|
$ | 1,350 | $ | 8,192 | $ | 9,542 | |||||||||
|
Richard J. James
|
$ | 1,800 | $ | 228 | $ | 2,028 | |||||||||
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
|
Beneficial Owner
|
Amount and Nature of Beneficial Ownership
(1)
|
Percent of Class
|
||||||
|
Santa Monica Partners, L.P./ Santa Monica Partners II, L.P.
(2)
1865 Palmer Avenue, Larchmont, NY 10538
|
541,430 | 6.84 | % | |||||
|
Flum Partners
(3)
|
4,897,128 | 61.88 | % | |||||
|
Jerome S. Flum
|
5,380,353 | (4)(5) | 67.98 | % | ||||
|
William B. Danner
|
21,395 | ----- | * | |||||
|
Lawrence Fensterstock
|
105,000 | 1.33 | % | |||||
|
Andrew J. Melnick
|
10,000 | ----- | * | |||||
|
Jeffrey S. Geisenheimer
|
78,653 | ----- | * | |||||
|
Richard J. James
|
37,000 | ----- | * | |||||
|
All directors and officers (as a group (6 persons))
|
5,632,401 | (4)(5) | 71.17 | % | ||||
|
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
|
582,500 | $ | 1.1893 | - | |||||||||||
|
Equity compensation plans not approved by stockholders
|
80,000 | $ | 4.0000 | 920,000 | |||||||||||
|
Total
|
662,500 | $ | 1.5287 | 920,000 | |||||||||||
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
|
Fiscal Year Ended
|
||||||||
|
December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Audit fees
(1)
|
$ | 80,000 | $ | 80,000 | ||||
|
Audit related fees
(2)
|
- | - | ||||||
|
Tax fees
(3)
|
8,650 | 8,650 | ||||||
|
All other fees
|
- | - | ||||||
|
Total fees
|
$ | 88,650 | $ | 88,650 | ||||
|
(1)
|
Consists of fees for services provided in connection with the audit of the Company’s financial statements and review of the Company’s quarterly financial statements.
|
|
(2)
|
Consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.”
|
|
(3)
|
Consists of fees for preparation of Federal and state income tax returns.
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
|
(a)
|
Financial Statements
– contained in Item 8:
|
|
Page
|
||
|
Report of Independent Registered Public Accounting Firm
|
28
|
|
|
Balance Sheets - December 31, 2009 and 2008
|
29
|
|
|
Statements of Income - Years Ended December 31, 2009 and 2008
|
30
|
|
|
Statements of Stockholders’ Equity – Years Ended December 31, 2009 and 2008
|
31
|
|
|
Statements of Cash Flows - Years Ended December 31, 2009 and 2008
|
32
|
|
|
Notes to Financial Statements
|
33
|
|
(b)
|
Exhibits:
|
|
2
|
-
|
Copy of the Asset Purchase Agreement dated December 29, 1998. (1)
|
||
|
3(i)
|
-
|
Copy of the Company’s Amended and Restated Articles of Incorporation dated as of May 7, 1999. (3)
|
||
|
3(ii)
|
-
|
Copy of the Company’s By-Laws as amended April 27, 1987 and May 11, 1999. (5)
|
||
|
10-C
|
-
|
Copy of Company’s 1998 Long-Term Incentive Plan. (2)
|
||
|
14
|
-
|
CreditRiskMonitor.com, Inc. Code of Ethics for Principal Executive Officer and Senior Financial Officers. (4)
|
||
|
-
|
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.
|
|
(1)
|
Filed as an Exhibit to Registrant’s Report on Form 8-K dated January 19, 1999 (File No. 1-10825) and incorporated herein by reference thereto.
|
|
(2)
|
Filed as an Exhibit to Registrant’s Annual Report on Form 10-KSB for the fiscal year ending December 31, 1998 (File No. 0-10825) and incorporated herein by reference thereto.
|
|
(3)
|
Filed as an Exhibit to Registrant’s Annual Report on Form 10-KSB for the fiscal year ending December 31, 1999 (File No. 1-10825) and incorporated herein by reference thereto.
|
|
(4)
|
Filed as an Exhibit to Registrant’s Annual Report on Form 10-KSB for the fiscal year ending December 31, 2003 (File No. 1-10825) and incorporated herein by reference thereto.
|
|
(5)
|
Filed as an Exhibit to Registrant’s Annual Report on Form 10-KSB for the fiscal year ending December 31, 2005 (File No. 1-10825) and incorporated herein by reference thereto.
|
|
*
|
Filed herewith.
|
|
Date: March 29, 2010
|
By:
|
/s/
|
Jerome S. Flum
|
|
Jerome S. Flum
|
|||
|
Chairman of the Board and
|
|||
|
Chief Executive Officer
|
|
Date: March 29, 2010
|
By:
|
/s/
|
Jerome S. Flum
|
|
Jerome S. Flum
|
|||
|
Chairman of the Board and
|
|||
|
Chief Executive Officer
|
|||
|
(Principal Executive Officer)
|
|||
|
Date: March 29, 2010
|
By:
|
/s/
|
Lawrence Fensterstock
|
|
Lawrence Fensterstock
|
|||
|
Chief Financial Officer
|
|||
|
(Principal Financial and
|
|||
|
Accounting Officer)
|
|||
|
Date: March 29, 2010
|
By:
|
/s/
|
Andrew J. Melnick
|
|
Andrew J. Melnick
|
|||
|
Director
|
|||
|
Date: March 29, 2010
|
By:
|
/s/
|
Jeffrey S. Geisenheimer
|
|
Jeffrey S. Geisenheimer
|
|||
|
Director
|
|||
|
Date: March 29, 2010
|
By:
|
/s/
|
Joshua M. Flum
|
|
Joshua M. Flum
|
|||
|
Director
|
|||
|
Date: March 29, 2010
|
By:
|
/s/
|
Richard J. James
|
|
Richard J. James
|
|||
|
Director
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|