|
|
|
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization)
|
|
Identification No.)
|
|
|
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
None
|
N/A
|
N/A
|
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
|
|
Smaller reporting company
|
|
|
|
Emerging growth company
|
ITEM 1. |
BUSINESS
|
(1) |
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.
|
(2) |
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.
|
(3) |
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.
|
(4) |
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.
|
(5) |
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.
|
(6) |
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.
|
(a) |
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.
|
(b) |
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.
|
• |
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.
|
• |
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.
|
• |
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.
|
• |
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.
|
• |
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.
|
• |
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.
|
• |
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.
|
• |
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.
|
• |
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.
|
• |
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.
|
• |
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.
|
ITEM 1C.
|
CYBERSECURITY
|
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
|
|||||||
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
|
ITEM 6. |
RESERVED.
|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
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
|
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
|
%
|
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
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
|
$
|
|
$
|
|
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
|
$
|
|
$
|
|
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
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
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
|
$
|
|
$
|
|
• |
Fixtures, equipment and software --
|
• |
Leasehold improvements -- lower of estimated useful life or term of lease (i.e.,
|
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 | ||||||||||||||||
$ | $ | $ | $ |
Amortized Cost
|
Gross Unrealized Gain (Loss)
|
Fair Value
|
||||||||||
Held-to-maturity securities
|
||||||||||||
US Treasuries
|
$
|
|
$
|
|
$
|
|
Held-to-maturity securities:
|
||||
Due in one year or less
|
$
|
|
||
Due in 12 – 24 months | ||||
$ |
2023
|
2022
|
|||||||
Current:
|
||||||||
Federal
|
$
|
|
$
|
|
||||
State
|
|
|
||||||
Deferred:
|
||||||||
Federal
|
|
(
|
)
|
|||||
State
|
|
(
|
)
|
|||||
$
|
|
$
|
|
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
|
$
|
|
$
|
|
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
|
$
|
(
|
)
|
$
|
(
|
)
|
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
|
|
$
|
|
|
2023
|
2022
|
||||||
Data and product costs
|
$
|
|
$
|
|
||||
Selling, general and administrative costs
|
|
|
||||||
$
|
|
$
|
|
2023
|
2022
|
|||||||
Risk-free interest rate
|
|
%
|
|
%
|
||||
Expected volatility factor
|
|
%
|
|
%
|
||||
Expected dividends
|
|
|
||||||
Expected life of the option (years)
|
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||||||||||||
Range of
Exercise Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
(in years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
||||||||||||||||
$
|
|
|
$
|
|
|
$ |
|
||||||||||||||
$
|
|
|
$
|
|
|
$
|
|
||||||||||||||
$
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
|
$
|
|
|
$
|
|
Number of Shares
|
Weighted
Average Grant
Date Fair Value
|
|||||||
Non-vested, beginning of year
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Terminated or expired
|
(
|
)
|
|
|||||
Non-vested, end of year
|
|
$
|
|
2023
|
2022
|
|||||||
Computer equipment and software
|
$
|
|
$
|
|
||||
Furniture and fixtures
|
|
|
||||||
Leasehold improvements
|
|
|
||||||
|
|
|||||||
Less accumulated depreciation and amortization
|
(
|
)
|
(
|
)
|
||||
$
|
|
$
|
|
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
|
|
|||
$
|
|
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
|
$
|
|
$
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A. |
CONTROLS AND PROCEDURES.
|
ITEM 9B.
|
OTHER INFORMATION.
|
ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.
|
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
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
|
• |
Appoint, evaluate, compensate, oversee the work of, and if appropriate terminate, the independent auditor, who shall report directly to the Committee.
|
• |
Approve in advance all audit engagement fees and terms of engagement as well as all audit and non-audit services to be provided by the independent auditor.
|
• |
Engage independent counsel and other advisors, as it deems necessary to carry out its duties.
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||
Name and Principal
Position
|
Year
|
Salary
|
Bonus (1)
|
Option Awards (2)
|
All Other
Compensation
|
Total
|
||||||||||||
Jerome S. Flum, Executive Chairman
|
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
$228,520
|
GRANTS OF PLAN-BASED AWARDS
|
|||||||||||||||
Equity Grants
|
|||||||||||||||
Name
|
Grant Date
|
All Other Stock
Awards:
Number of
Shares of Stock
or Units (#) |
All Other
Option Awards:
Number of
Securities
Underlying
Options (#)
|
Exercise or Base
Price of Option
Awards ($/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
|
$2.70
|
4,005
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||||||||
Name
|
Number of Securities
Underlying
Unexercised Options
(#)
Exercisable
|
Number of Securities
Underlying
Unexercised Options
(#)
Un-exercisable
|
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)
|
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
|
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.
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Name of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of
Class
|
||||
5% or Greater Stockholders
|
||||||
Santa Monica Partners, L.P.
SMP Asset Management, LLC
Lawrence J. Goldstein(1)
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%
|
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.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
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.
|
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.
|
Date: March 21, 2024 |
By: /s/ Michael I. Flum
|
Date: March 21, 2024 |
By: /s/ Michael I. Flum
|
Date: March 21, 2024 |
By: /s/ Steven Gargano
|
Date: March 21, 2024 |
By: /s/ Brigitte Muehlmann
|
Date: March 21, 2024 |
By: /s/ Lisa Reisman
|
Date: March 21, 2024 |
By: /s/ Joshua M. Flum
|