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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| ☑ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
|
36-2972588
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|
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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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|
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
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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||
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Non-accelerated filer ☐
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Smaller reporting company ☑
|
| ITEM 1. |
BUSINESS
|
| (1) |
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 CreditRiskMonitor’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. Made available in 2011 as a part of the Fundamental Service, the IRA Counterparty Quality (“CQ”) score is a predictor of bank failure for U.S. banks.
|
| (2) |
Single credit reports on any of the over 57,000 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.
|
| (3) |
Individual credit reports on approximately 20 million foreign public and private companies. These reports are purchased by CreditRiskMonitor through affiliations with third-party suppliers and sold to CreditRiskMonitor subscribers.
|
| · |
Low price.
The prices of CreditRiskMonitor’s services are low compared to a subscriber’s possible losses from not getting paid, and are low compared to the cost of most competitive credit report products.
|
| · |
Non-cyclical.
As economic growth slows, general corporate credit risk usually increases and the credit manager’s function rises in importance and complexity. Additionally, products that allow credit managers to perform their jobs more efficiently and cost effectively, compared to competitive services, should gain market share in most business environments and especially during a downturn. In a contracting business environment, many companies face increasing price competition which should accelerate their shift to lower cost technologies and providers, such as CreditRiskMonitor. CreditRiskMonitor’s business and 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 (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 2016 the total “notional” value of Over the Counter Credit Default Swap Derivatives was $20.7 trillion. This was down from the peak value of $58.2 trillion at the end of 2007 and from $24.3 trillion at the end of 2013. To put this in perspective, in 2015 the world GDP was $73.9 trillion, and the market value of all worldwide domestic equity at December 31, 2016 was approximately $70.1 trillion. Thus, publicly listed companies and private companies with public debt have a vulnerability to business cycle contraction and the attendant market risks for interest rates and stock markets. Volatility in most markets has remained high, despite signs of modest growth in some major countries. Large over-the-counter debt and generally high market uncertainty indicate continued high risk and complexity extending commercial trade credit to many companies, and puts a premium on the speed and analytic strength of CreditRiskMonitor’s service.
|
| · |
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.
|
| · |
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 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 CreditRiskMonitor’s services if the Company chooses to increase content and not raise its prices to cover these additional costs.
|
| · |
Self financing.
CreditRiskMonitor’s business has no inventory, manufacturing or warehouse facilities, and 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.
|
| · |
Management.
CreditRiskMonitor has in-place an experienced management team with proven talent in business credit evaluation systems and Internet development.
|
| · |
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 customers are unaware of its service, while many others who are aware of CreditRiskMonitor have not evaluated its service.
|
| · |
International penetration.
Foreign companies doing business within the U.S. or other foreign countries may have the same need as domestic companies for CreditRiskMonitor’s credit analysis of U.S. and foreign companies. Internationally, the Internet provides a mechanism for rapid and inexpensive marketing and distribution of CreditRiskMonitor’s service.
|
| · |
Broaden the services supplied
. Revenue per subscriber may 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.
|
| · |
Lowest cost provider.
CreditRiskMonitor’s sourcing, analysis and preparation of data into a usable form is highly automated. CreditRiskMonitor delivers all of its information to customers 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.
|
| · |
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.
|
| · |
Credit professionals need to save time, when analyzing their most important customers and suppliers, and the CreditRiskMonitor service provides this critical benefit. CreditRiskMonitor believes that its reports and monitoring of public companies, having aggregate revenues of approximately $58.0 trillion, are superior in this way to competitive products or services in that the CreditRiskMonitor 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 proprietary FRISK
®
scores, ratings from Moody’s, S&P and Fitch, Counterparty Quality scores from IRA, the Altman Z” scores and the trade payment reports delivered by the Company’s service enable further efficiency by focusing each subscriber’s attention on only those companies showing financial weakness.
|
| · |
For low-volume customers, CreditRiskMonitor sells single commercial credit reports for a flat price of $49.95 per report, using credit card transactions via the Internet.
|
| ITEM 2. |
PROPERTIES.
|
| ITEM 3. |
LEGAL PROCEEDINGS.
|
| ITEM 4. |
MINE SAFETY DISCLOSURES.
|
| ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
High Bid
|
Low Bid
|
|||||||
|
2016
|
||||||||
|
First Quarter
|
$
|
3.75
|
$
|
2.30
|
||||
|
Second Quarter
|
$
|
3.65
|
$
|
2.00
|
||||
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Third Quarter
|
$
|
3.34
|
$
|
2.20
|
||||
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Fourth Quarter
|
$
|
3.00
|
$
|
2.25
|
||||
|
2015
|
||||||||
|
First Quarter
|
$
|
1.88
|
$
|
1.41
|
||||
|
Second Quarter
|
$
|
2.04
|
$
|
1.78
|
||||
|
Third Quarter
|
$
|
3.26
|
$
|
1.89
|
||||
|
Fourth Quarter
|
$
|
2.87
|
$
|
1.78
|
||||
| ITEM 6. |
SELECTED FINANCIAL DATA.
|
| ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
2016
|
2015
|
|||||||
|
Cash, cash equivalents and marketable securities
|
$
|
9,222
|
$
|
8,963
|
||||
|
Accounts receivable, net
|
$
|
2,091
|
$
|
1,927
|
||||
|
Working capital
|
$
|
2,332
|
$
|
2,690
|
||||
|
Cash ratio
|
0.97
|
1.02
|
||||||
|
Quick ratio
|
1.19
|
1.24
|
||||||
|
Current ratio
|
1.25
|
1.31
|
||||||
|
Total
|
Less than
1 Year
|
1-3 Years
|
4-5 Years
|
More than
5 Years
|
||||||||||||||||
|
Operating leases
|
$
|
639,029
|
$
|
171,561
|
$
|
358,998
|
$
|
108,470
|
$
|
-
|
||||||||||
|
Total
|
$
|
639,029
|
$
|
171,561
|
$
|
358,998
|
$
|
108,470
|
$
|
-
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||
|
2016
|
2015
|
|||||||||||||||
|
Amount
|
% of Total
Revenue
|
Amount
|
% of Total
Revenue
|
|||||||||||||
|
Operating revenues
|
$
|
12,814,390
|
100.00
|
%
|
$
|
12,486,316
|
100.00
|
%
|
||||||||
|
Operating expenses:
|
||||||||||||||||
|
Data and product costs
|
4,944,053
|
38.58
|
%
|
4,665,360
|
37.37
|
%
|
||||||||||
|
Selling, general and administrative expenses
|
7,495,742
|
58.50
|
%
|
6,685,528
|
53.54
|
%
|
||||||||||
|
Depreciation and amortization
|
200,136
|
1.56
|
%
|
218,621
|
1.75
|
%
|
||||||||||
|
Total operating expenses
|
12,639,931
|
98.64
|
%
|
11,569,509
|
92.66
|
%
|
||||||||||
|
Income from operations
|
174,459
|
1.36
|
%
|
916,807
|
7.34
|
%
|
||||||||||
|
Other income, net
|
27,183
|
0.21
|
%
|
2,344
|
0.02
|
%
|
||||||||||
|
Income before income taxes
|
201,642
|
1.57
|
%
|
919,151
|
7.36
|
%
|
||||||||||
|
Provision for income taxes
|
(149,199
|
)
|
(1.16
|
%
)
|
(405,965
|
)
|
(3.25
|
%
)
|
||||||||
|
Net income
|
$
|
52,443
|
0.41
|
%
|
$
|
513,186
|
4.11
|
%
|
||||||||
|
Year Ended December 31,
|
||||||||||||||||
|
2015
|
2014
|
|||||||||||||||
|
Amount
|
% of Total
Revenue
|
Amount
|
% of Total
Revenue
|
|||||||||||||
|
Operating revenues
|
$
|
12,486,316
|
100.00
|
%
|
$
|
12,203,526
|
100.00
|
%
|
||||||||
|
Operating expenses:
|
||||||||||||||||
|
Data and product costs
|
4,665,360
|
37.37
|
%
|
4,721,114
|
38.69
|
%
|
||||||||||
|
Selling, general and administrative expenses
|
6,685,528
|
53.54
|
%
|
6,568,885
|
53.83
|
%
|
||||||||||
|
Depreciation and amortization
|
218,621
|
1.75
|
%
|
221,452
|
1.81
|
%
|
||||||||||
|
Total operating expenses
|
11,569,509
|
92.66
|
%
|
11,511,451
|
94.33
|
%
|
||||||||||
|
Income from operations
|
916,807
|
7.34
|
%
|
692,075
|
5.67
|
%
|
||||||||||
|
Other income, net
|
2,344
|
0.02
|
%
|
17,127
|
0.14
|
%
|
||||||||||
|
Income before income taxes
|
919,151
|
7.36
|
%
|
709,202
|
5.81
|
%
|
||||||||||
|
Provision for income taxes
|
(405,965
|
)
|
(3.25
|
%
)
|
(311,910
|
)
|
(2.56
|
%
)
|
||||||||
|
Net income
|
$
|
513,186
|
4.11
|
%
|
$
|
397,292
|
3.25
|
%
|
||||||||
| ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
2016
|
2015
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
9,222,343
|
$
|
8,717,899
|
||||
|
Marketable securities
|
--
|
245,474
|
||||||
|
Accounts receivable, net of allowance of $30,000
|
2,090,676
|
1,927,428
|
||||||
|
Other current assets
|
487,257
|
555,871
|
||||||
|
Total current assets
|
11,800,276
|
11,446,672
|
||||||
|
Property and equipment, net
|
430,324
|
395,026
|
||||||
|
Goodwill
|
1,954,460
|
1,954,460
|
||||||
|
Other assets
|
23,763
|
33,999
|
||||||
|
Total assets
|
$
|
14,208,823
|
$
|
13,830,157
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Deferred revenue
|
$
|
8,088,958
|
$
|
7,436,764
|
||||
|
Accounts payable
|
96,725
|
78,267
|
||||||
|
Accrued expenses
|
1,282,126
|
1,241,317
|
||||||
|
Total current liabilities
|
9,467,809
|
8,756,348
|
||||||
|
Deferred taxes on income, net
|
762,403
|
759,454
|
||||||
|
Other liabilities
|
12,574
|
4,314
|
||||||
|
Total liabilities
|
10,242,786
|
9,520,116
|
||||||
|
Commitments and contingencies
|
||||||||
|
Stockholders’ equity:
|
||||||||
|
Preferred stock, $.01 par value; authorized 5,000,000 shares; none issued
|
-
|
-
|
||||||
|
Common stock, $.01 par value; authorized 32,500,000 shares; issued and outstanding 10,722,401 and 10,722,321 shares, respectively
|
107,224
|
107,223
|
||||||
|
Additional paid-in capital
|
29,419,463
|
29,279,791
|
||||||
|
Accumulated deficit
|
(25,560,650
|
)
|
(25,076,973
|
)
|
||||
|
Total stockholders’ equity
|
3,966,037
|
4,310,041
|
||||||
|
|
||||||||
|
Total liabilities and stockholders’ equity
|
$
|
14,208,823
|
$
|
13,830,157
|
||||
|
2016
|
2015
|
|||||||
|
Operating revenues
|
$
|
12,814,390
|
$
|
12,486,316
|
||||
|
Operating expenses:
|
||||||||
|
Data and product costs
|
4,944,053
|
4,665,360
|
||||||
|
Selling, general and administrative expenses
|
7,495,742
|
6,685,528
|
||||||
|
Depreciation and amortization
|
200,136
|
218,621
|
||||||
|
Total operating expenses
|
12,639,931
|
11,569,509
|
||||||
|
Income from operations
|
174,459
|
916,807
|
||||||
|
Other income, net
|
27,183
|
2,344
|
||||||
|
Income before income taxes
|
201,642
|
919,151
|
||||||
|
Provision for income taxes
|
(149,199
|
)
|
(405,965
|
)
|
||||
|
Net income
|
$
|
52,443
|
$
|
513,186
|
||||
|
Net income per share:
|
||||||||
|
B
asic
|
$
|
0.00
|
$
|
0.05
|
||||
|
Diluted
|
$
|
0.00
|
$
|
0.05
|
||||
|
Common Stock
|
Additional
Paid-in
C
apital
|
Accumulated
D
eficit
|
Total
Stockholders’
Equity
|
|||||||||||||||||
|
Shares
|
Amount
|
|||||||||||||||||||
|
Balance January 1, 2015
|
10,472,042
|
$
|
104,720
|
$
|
29,082,960
|
$
|
(25,177,346
|
)
|
$
|
4,010,334
|
||||||||||
|
Net income
|
-
|
-
|
-
|
513,186
|
513,186
|
|||||||||||||||
|
Cash dividend paid
|
-
|
-
|
-
|
(412,402
|
)
|
(412,402
|
)
|
|||||||||||||
|
Cash settlement of fractional shares on stock split
|
-
|
-
|
-
|
(411
|
)
|
(411
|
)
|
|||||||||||||
|
Exercise of stock options
|
250,279
|
2,503
|
37,080
|
-
|
39,583
|
|||||||||||||||
|
Stock-based compensation
|
-
|
-
|
127,839
|
-
|
127,839
|
|||||||||||||||
|
Tax benefit from stock option plans
|
-
|
-
|
31,912
|
-
|
31,912
|
|||||||||||||||
|
Balance December 31, 2015
|
10,722,321
|
107,223
|
29,279,791
|
(25,076,973
|
)
|
4,310,041
|
||||||||||||||
|
Net income
|
-
|
-
|
-
|
52,443
|
52,443
|
|||||||||||||||
|
Cash dividend paid
|
-
|
-
|
-
|
(536,120
|
)
|
(536,120
|
)
|
|||||||||||||
|
Exercise of stock options
|
80
|
1
|
(1
|
)
|
-
|
-
|
||||||||||||||
|
Stock-based compensation
|
-
|
-
|
139,673
|
-
|
139,673
|
|||||||||||||||
|
Balance December 31, 2016
|
10,722,401
|
$
|
107,224
|
$
|
29,419,463
|
$
|
(25,560,650
|
)
|
$
|
3,966,037
|
||||||||||
|
2016
|
2015
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income
|
$
|
52,443
|
$
|
513,186
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Deferred income taxes
|
2,949
|
42,501
|
||||||
|
Depreciation and amortization
|
200,136
|
218,621
|
||||||
|
Realized loss on marketable securities
|
5,063
|
-
|
||||||
|
Stock-based compensation
|
139,673
|
127,839
|
||||||
|
Unrealized loss on marketable securities
|
-
|
42,753
|
||||||
|
Deferred rent
|
8,260
|
1,768
|
||||||
|
Tax benefits from stock option plans
|
-
|
(31,912
|
)
|
|||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable, net
|
(163,248
|
)
|
151,282
|
|||||
|
Other current assets
|
68,614
|
(100,164
|
)
|
|||||
|
Other assets
|
10,236
|
(10,317
|
)
|
|||||
|
Deferred revenue
|
652,194
|
(176,072
|
)
|
|||||
|
Accounts payable
|
18,458
|
(58,991
|
)
|
|||||
|
Accrued expenses
|
40,809
|
10,351
|
||||||
|
Net cash provided by operating activities
|
1,035,587
|
730,845
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Sale of marketable securities
|
240,411
|
1,075,212
|
||||||
|
Purchase of property and equipment
|
(235,434
|
)
|
(276,308
|
)
|
||||
|
Net cash provided by investing activities
|
4,977
|
798,904
|
||||||
|
Cash flows from financing activities:
|
||||||||
|
Dividend paid to stockholders
|
(536,120
|
)
|
(412,402
|
)
|
||||
|
Settlement of fractional shares in stock split paid to stockholders
|
-
|
(411
|
)
|
|||||
|
Proceeds from exercise of stock options
|
-
|
39,583
|
||||||
|
Tax benefit from stock option plans
|
-
|
31,912
|
||||||
|
Net cash used in financing activities
|
(536,120
|
)
|
(341,318
|
)
|
||||
|
Net increase in cash and cash equivalents
|
504,444
|
1,188,431
|
||||||
|
Cash and cash equivalents at beginning of year
|
8,717,899
|
7,529,468
|
||||||
|
Cash and cash equivalents at end of year
|
$
|
9,222,343
|
$
|
8,717,899
|
||||
|
Supplemental disclosure of cash flow information:
|
||||||||
|
Cash paid during the year for:
|
||||||||
|
Income taxes
|
$
|
74,356
|
$
|
455,356
|
||||
|
2016
|
2015
|
|||||||
|
Cash
|
$
|
757,820
|
$
|
674,260
|
||||
|
Money market funds
|
8,464,523
|
8,043,639
|
||||||
|
$
|
9,222,343
|
$
|
8,717,899
|
|||||
|
Adjusted
Cost
|
Gross
Unrealized
Holding
Gains
|
Gross
Unrealized
Holding
Losses
|
Fair
Value
|
|||||||||||||
|
2015:
|
||||||||||||||||
|
Marketable equity security
|
$
|
269,053
|
$
|
--
|
$
|
(23,579
|
)
|
$
|
245,474
|
|||||||
|
2016
|
2015
|
|||||||
|
Current:
|
||||||||
|
Federal
|
$
|
127,768
|
$
|
282,523
|
||||
|
State
|
18,482
|
87,149
|
||||||
|
Deferred:
|
||||||||
|
Federal
|
20,444
|
15,378
|
||||||
|
State
|
(17,495
|
)
|
20,915
|
|||||
|
$
|
149,199
|
$
|
405,965
|
|||||
|
2016
|
2015
|
|||||||
|
Computed "expected" expense
|
$
|
68,558
|
$
|
312,511
|
||||
|
Permanent differences
|
55,998
|
19,639
|
||||||
|
State and local income tax expense
|
11,738
|
71,322
|
||||||
|
True-up of current taxes
|
9,295
|
--
|
||||||
|
True-up of deferred taxes
|
3,610
|
(6,126
|
)
|
|||||
|
Other
|
--
|
8,619
|
||||||
|
Income tax expense
|
$
|
149,199
|
$
|
405,965
|
||||
|
2016
|
2015
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Stock option expense
|
$
|
39,837
|
$
|
33,486
|
||||
|
Accrued vacation
|
76,669
|
68,280
|
||||||
|
Mark-to-market
|
--
|
9,510
|
||||||
|
Bad debt expense
|
11,878
|
12,100
|
||||||
|
Deferred revenue
|
6,682
|
--
|
||||||
|
Deferred rent
|
4,978
|
1,740
|
||||||
|
Other
|
24,402
|
14,892
|
||||||
|
Total deferred tax assets
|
164,446
|
140,008
|
||||||
|
Deferred tax liabilities:
|
||||||||
|
Goodwill amortization
|
(773,848
|
)
|
(788,308
|
)
|
||||
|
Fixed asset depreciation
|
(153,001
|
)
|
(111,154
|
)
|
||||
|
|
||||||||
|
Total deferred tax liabilities
|
(926,849
|
)
|
(899,462
|
)
|
||||
|
Net deferred tax liabilities
|
$
|
(762,403
|
)
|
$
|
(759,454
|
)
|
||
|
Number
of Shares
|
Weighted
Average
Exercise
Price
|
|||||||
|
Outstanding at January 1, 2015
|
628,550
|
$
|
1.9222
|
|||||
|
Exercised
|
(341,250
|
)
|
0.8630
|
|||||
|
Forfeited
|
(1,950
|
)
|
2.3154
|
|||||
|
Granted
|
52,000
|
2.0385
|
||||||
|
Outstanding at December 31, 2015
|
337,350
|
$
|
3.0092
|
|||||
|
Exercised
|
(260
|
)
|
2.3154
|
|||||
|
Forfeited
|
(55,500
|
)
|
2.0946
|
|||||
|
Granted
|
114,500
|
2.9873
|
||||||
|
Outstanding at December 31, 2016
|
396,090
|
$
|
3.1315
|
|||||
|
2016
|
2015
|
|||||||
|
Data and product costs
|
$
|
32,588
|
$
|
11,780
|
||||
|
Selling, general and administrative costs
|
107,085
|
116,059
|
||||||
|
$
|
139,673
|
$
|
127,839
|
|||||
|
2016
|
2015
|
|||||||
|
Risk-free interest rate
|
2.07
|
%
|
1.73
|
%
|
||||
|
Expected dividend yield
|
1.68
|
%
|
1.89
|
%
|
||||
|
Expected volatility factor
|
0.78
|
1.15
|
||||||
|
Expected life of the option (years)
|
8.82
|
9.00
|
||||||
|
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
|
|||||||||||||||||
|
$1.00 - $ 2.00
|
39,000
|
0.70
|
$
|
1.8308
|
39,000
|
$
|
1.8308
|
|||||||||||||||
|
|
$2.01 - $ 3.00
|
167,040
|
7.78
|
$
|
2.6865
|
13,208
|
$
|
2.3154
|
||||||||||||||
|
|
$3.01 - $ 6.00
|
190,050
|
3.61
|
$
|
3.7895
|
118,820
|
$
|
3.7895
|
||||||||||||||
|
396,090
|
5.08
|
$
|
3.1315
|
171,028
|
$
|
3.0854
|
||||||||||||||||
|
2016
|
2015
|
|||||||
|
Computer equipment and software
|
$
|
1,350,073
|
$
|
1,352,071
|
||||
|
Furniture and fixtures
|
332,900
|
225,144
|
||||||
|
Leasehold improvements
|
184,136
|
188,476
|
||||||
|
Capital lease
|
39,781
|
90,043
|
||||||
|
1,906,890
|
1,855,734
|
|||||||
|
Less accumulated depreciation and amortization
|
(1,476,566
|
)
|
(1,460,708
|
)
|
||||
|
$
|
430,324
|
$
|
395,026
|
|||||
|
Operating
Leases
|
||||
|
2017
|
$
|
171,561
|
||
|
2018
|
176,801
|
|||
|
2019
|
182,197
|
|||
|
2020
|
108,470
|
|||
|
Total minimum lease payments
|
$
|
639,029
|
||
|
2016
|
2015
|
|||||||
|
Net income
|
$
|
52,443
|
$
|
513,186
|
||||
|
Weighted average common shares outstanding – basic
|
10,722,323
|
10,627,676
|
||||||
|
Potential shares exercisable under stock option plans
|
256,947
|
326,463
|
||||||
|
LESS: Shares which could be repurchased under treasury stock method
|
(198,759
|
)
|
(162,983
|
)
|
||||
|
Weighted average common shares outstanding – diluted
|
10,780,511
|
10,791,156
|
||||||
|
Net income per share:
|
||||||||
|
Basic
|
$
|
0.00
|
$
|
0.05
|
||||
|
Diluted
|
$
|
0.00
|
$
|
0.05
|
||||
| ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
| ITEM 9A. |
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
|
76
|
Chairman of the Board/Chief Executive Officer
|
1983
|
|
William B. Danner
|
60
|
President/Chief Operating Officer
|
2005
|
|
Lawrence Fensterstock
|
66
|
Senior Vice President/Chief Financial Officer/Secretary
|
1999
|
|
Andrew J. Melnick
|
75
|
Director
|
2005
|
|
Jeffrey S. Geisenheimer
|
51
|
Director
|
2005
|
|
Joshua M. Flum
|
47
|
Director
|
2007
|
|
Richard J. James
|
77
|
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
Executive Officer
|
2016
|
$
|
175,100
|
$
|
38,000
|
$
|
2,850
|
$
|
-0-
|
$
|
215,950
|
|||||||||||||
| 2015 | $ |
170,000
|
$ |
40,000
|
$ |
-0-
|
$ |
-0-
|
$ |
210,000
|
||||||||||||||
|
William B. Danner,
President
|
2016
|
$
|
210,700
|
$
|
63,000
|
$
|
12,693
|
$
|
-0-
|
$
|
286,393
|
|||||||||||||
|
2015
|
$ |
204,600
|
$ |
65,000
|
$ |
10,911
|
$ |
-0-
|
$ |
280,511
|
||||||||||||||
|
Lawrence Fensterstock, Senior Vice President
|
2016
|
$
|
175,100
|
$
|
61,000
|
$
|
1,809
|
$
|
-0-
|
$
|
237,909
|
|||||||||||||
|
2015
|
$ |
170,000
|
$ |
63,000
|
$ |
740
|
$ |
-0-
|
$ |
233,740
|
||||||||||||||
|
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
|
01-05-16
|
N/A
|
5,000
|
$
|
3.19
|
$
|
15,950
|
|||||||||||||
|
William B. Danner
|
01-05-16
|
N/A
|
5,000
|
$
|
2.90
|
$
|
14,500
|
|||||||||||||
|
Lawrence Fensterstock
|
01-05-16
|
N/A
|
3,000
|
$
|
2.90
|
$
|
8,700
|
|||||||||||||
|
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-
|
5,000
|
-0-
|
$
|
3.19
|
01-05-21
|
||||||||||||||
|
William B. Danner
|
5,200
|
7,800
|
-0-
|
$
|
5.58
|
01-14-21
|
||||||||||||||
|
1,300
|
5,200
|
-0-
|
$ |
2.32
|
07-11-22
|
|||||||||||||||
|
-0-
|
5,000
|
-0-
|
$ |
2.90
|
01-05-26
|
|||||||||||||||
|
Lawrence Fensterstock
|
520
|
2,080
|
-0-
|
$
|
2.32
|
07-11-22
|
||||||||||||||
|
-0-
|
3,000
|
-0-
|
$ |
2.90
|
01-05-26
|
|||||||||||||||
|
DIRECTOR COMPENSATION
|
||||||||||||
|
Name
|
Fees Earned or
Paid in Cash
|
Option
Awards
(1)
|
Total
|
|||||||||
|
Andrew J. Melnick
|
$
|
4,000
|
$
|
2,563
|
$
|
6,563
|
||||||
|
Jeffrey S. Geisenheimer
|
$
|
4,000
|
$
|
2,563
|
$
|
6,563
|
||||||
|
Joshua M. Flum
|
$
|
4,000
|
$
|
2,563
|
$
|
6,563
|
||||||
|
Richard J. James
|
$
|
4,000
|
$
|
2,563
|
$
|
6,563
|
||||||
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
|
Name of
Beneficial Owner
|
Amount and Nature of Beneficial Ownership
(1)
|
Percent of
Class
|
|
Santa Monica Partners, L.P./
La’Dadande Limited Partnership/
Lawrence J. Goldstein
(2)
1865 Palmer Avenue
Larchmont, NY 10538
|
815,901
|
7.49%
|
|
Arosa Investment Management LLC
(3)
540 N Dearborn Street
Chicago, IL 60610
|
633,950
|
5.82%
|
|
Flum Partners
(4)
|
5,641,134
|
51.76%
|
|
Jerome S. Flum
|
6,238,776
(5)(6)
|
57.24%
|
|
William B. Danner
|
189,036
|
1.73%
|
|
Lawrence Fensterstock
|
141,338
|
1.30%
|
|
Andrew J. Melnick
|
57,070
|
-----*
|
|
Jeffrey S. Geisenheimer
|
122,748
|
1.13%
|
|
Joshua M. Flum
|
46,800
|
-----*
|
|
Richard J. James
|
61,750
|
-----*
|
|
All directors and executive officers
(as a group (7 persons))
|
6,857,518
(5)(6)
|
62.92%
|
|
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
|
396,090
|
$
|
3.13
|
942,650
|
||||||||
|
Total
|
396,090
|
$
|
3.13
|
942,650
|
||||||||
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|
| ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
|
Fiscal Year Ended
December 31,
|
||||||||
|
2016
|
2015
|
|||||||
|
Audit fees
(1)
|
$
|
95,000
|
$
|
95,000
|
||||
|
Audit related fees
(2)
|
-
|
-
|
||||||
|
Tax fees
(3)
|
10,000
|
10,000
|
||||||
|
All other fees
|
-
|
-
|
||||||
|
Total fees
|
$
|
105,000
|
$
|
105,000
|
||||
| (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 a
ssurance 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
|
22
|
|
Balance Sheets - December 31, 2016 and 2015
|
23
|
|
Statements of Income - Years Ended December 31, 2016 and 2015
|
24
|
|
Statements of Stockholders’ Equity – Years Ended December 31, 2016 and 2015
|
25
|
|
Statements of Cash Flows - Years Ended December 31, 2016 and 2015
|
26
|
|
Notes to Financial Statements
|
27
|
|
(b)
|
Exhibits:
|
|
3(i)
|
-
|
Copy of the Company’s Amended and Restated Articles of Incorporation dated as of May 7, 1999. (2)
|
|
3(ii)
|
-
|
Copy of the Company’s By-Laws as amended April 27, 1987 and May 11, 1999. (4)
|
|
10-C
|
-
|
Copy of Company’s 1998 Long-Term Incentive Plan. (1)
|
|
10-D
|
-
|
Copy of Company’s 2009 Long-Term Incentive Plan. (5)
|
|
14
|
-
|
CreditRiskMonitor.com, Inc. Code of Ethics for Principal Executive Officer and Senior Financial Officers. (3)
|
|
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
|
| (1) |
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.
|
| (2) |
Filed as an Exhibit to Registrant’s Annual Report on Form 10-KSB for the fiscal year ending December 31, 1999 (File No. 1-08601) 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, 2003 (File No. 1-08601) 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, 2005 (File No. 1-08601) and incorporated herein by reference thereto.
|
| (5) |
Filed as an Exhibit to Registrant’s Definitive Statement on Schedule 14C filed October 22, 2010 (File No. 1-08601) and incorporated herein by reference thereto.
|
|
*
|
Filed herewith.
|
|
Date: March 24, 2017
|
By:
|
/s/
|
Jerome S. Flum
|
|
Jerome S. Flum
|
|||
|
Chairman of the Board and Chief Executive Officer
|
|
Date: March 24, 2017
|
By:
|
/s/
|
Jerome S. Flum
|
|
Jerome S. Flum
|
|||
|
Chairman of the Board and Chief Executive Officer
|
|||
|
(Principal Executive Officer)
|
|||
|
Date: March 24, 2017
|
By:
|
/s/
|
Lawrence Fensterstock
|
|
Lawrence Fensterstock
|
|||
|
Chief Financial Officer
|
|||
|
(Principal Financial and Accounting Officer)
|
|||
|
Date: March 24, 2017
|
By:
|
/s/
|
Andrew J. Melnick
|
|
Andrew J. Melnick
|
|||
|
Director
|
|||
|
Date: March 24, 2017
|
By:
|
/s/
|
Jeffrey S. Geisenheimer
|
|
Jeffrey S. Geisenheimer
|
|||
|
Director
|
|||
|
Date: March 24, 2017
|
By:
|
/s/
|
Joshua M. Flum
|
|
Joshua M. Flum
|
|||
|
Director
|
|||
|
Date: March 24, 2017
|
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 |
|---|