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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended: June 30, 2005
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|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________ to ________
Commission file number 1-8601
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CREDITRISKMONITOR.COM, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 36-2972588
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
704 Executive Boulevard, Suite A
Valley Cottage, New York 10989
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(Address of principal executive offices)
(845) 230-3000
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(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes |X| No |_|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date:
Common stock $.01 par value -- 7,679,462 shares outstanding as of July 29, 2005.
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Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
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CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 2005 (Unaudited)
and December 31, 2004........................................................................... 2
Consolidated Statements of Operations for the Three Months
Ended June 30, 2005 and 2004 (Unaudited)........................................................ 3
Consolidated Statements of Operations for the Six Months
Ended June 30, 2005 and 2004 (Unaudited)........................................................ 4
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2005 and 2004 (Unaudited)........................................................ 5
Condensed Notes to Consolidated Financial Statements............................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................................... 10
Item 3. Controls and Procedures..................................................................... 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................................... 16
Item 2. Changes in Securities and Small Business Issuer Purchases
of Equity Securities............................................................................ 16
Item 6. Exhibits.................................................................................... 16
SIGNATURES............................................................................................... 17
EXHIBITS
31.1 Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002............................................. 18
31.2 Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002............................................. 20
32.1 Certification of Chief Executive Officer Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002..................................................... 22
32.2 Certification of Chief Financial Officer Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002..................................................... 23
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2005 AND DECEMBER 31, 2004
June 30, Dec. 31,
2005 2004
------------ ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,123,232 $ 877,025
Accounts receivable, net of allowance 473,663 637,221
Other current assets 123,382 172,019
------------ ------------
Total current assets 2,720,277 1,686,265
Property and equipment, net 155,188 162,085
Goodwill, net 1,954,460 1,954,460
Prepaid and other assets 28,984 20,042
------------ ------------
Total assets $ 4,858,909 $ 3,822,852
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Deferred revenue $ 2,359,809 $ 2,221,233
Accounts payable 200,339 170,949
Accrued expenses 190,229 218,990
Current portion of long-term debt 105,350 100,084
Current portion of capitalized lease obligations 25,078 26,518
------------ ------------
Total current liabilities 2,880,805 2,737,774
------------ ------------
Long-term debt, net of current portion:
Promissory note 466,678 520,703
Capitalized lease obligations 32,027 44,904
------------ ------------
498,705 565,607
Deferred rent payable 5,224 2,375
Deferred compensation 88,890 88,890
------------ ------------
Total liabilities 3,473,624 3,394,646
------------ ------------
Stockholders' equity:
Preferred stock, $.01 par value; authorized
5,000,000 shares; none issued - -
Common stock, $.01 par value; authorized 25,000,000
shares; issued and outstanding 7,679,462 shares 76,794 76,794
Additional paid-in capital 28,122,383 28,122,383
Accumulated deficit (26,813,892) (27,770,971)
------------ ------------
Total stockholders' equity 1,385,285 428,206
------------ ------------
Total liabilities and stockholders' equity $ 4,858,909 $ 3,822,852
============ ============
See accompanying condensed notes to consolidated financial statements.
2
CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
(Unaudited)
2005 2004
----------- -----------
Operating revenues $ 949,746 $ 806,426
----------- -----------
Operating expenses:
Data and product costs 277,239 248,253
Selling, general and administrative expenses 638,570 452,920
Litigation related legal fees and expenses 91,826 96,493
Depreciation and amortization 16,191 14,276
----------- -----------
Total operating expenses 1,023,826 811,942
----------- -----------
Loss from operations (74,080) (5,516)
Other income 7,306 1,521
Gain on settlement of litigation 1,100,000 --
Interest expense (16,999) (18,261)
----------- -----------
Income (loss) before income taxes 1,016,227 (22,256)
Provision (benefit) for income taxes -- (329)
----------- -----------
Net income (loss) $ 1,016,227 $ (21,927)
=========== ===========
Net income (loss) per share of common stock:
Basic and diluted $ 0.13 $ (0.00)
=========== ===========
Weighted average number of common shares outstanding:
Basic and diluted 7,679,462 7,407,462
=========== ===========
See accompanying condensed notes to consolidated financial statements.
3
CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(Unaudited)
2005 2004
----------- -----------
Operating revenues $ 1,845,000 $ 1,633,624
----------- -----------
Operating expenses:
Data and product costs 516,615 518,754
Selling, general and administrative expenses 1,263,526 984,996
Litigation related legal fees and expenses 149,089 162,720
Depreciation and amortization 32,733 32,260
----------- -----------
Total operating expenses 1,961,963 1,698,730
----------- -----------
Loss from operations (116,963) (65,106)
Other income 10,050 3,585
Gain on settlement of litigation 1,100,000 --
Interest expense (34,833) (37,109)
----------- -----------
Income (loss) before income taxes 958,254 (98,630)
Provision for income taxes 1,175 226
----------- -----------
Net income (loss) $ 957,079 $ (98,856)
=========== ===========
Net income (loss) per share of common stock:
Basic and diluted $ 0.12 $ (0.01)
=========== ===========
Weighted average number of common shares outstanding:
Basic and diluted 7,679,462 7,407,462
=========== ===========
See accompanying condensed notes to consolidated financial statements.
4
CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(Unaudited)
2005 2004
----------- -----------
Cash flows from operating activities:
Net income (loss) $ 957,079 $ (98,856)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 32,733 32,260
Deferred rent 2,849 (2,888)
Changes in operating assets and liabilities:
Accounts receivable 163,558 154,012
Other current assets 48,637 14,974
Prepaid and other assets (8,942) (23,101)
Deferred revenue 138,576 4,163
Accounts payable 29,390 (5,846)
Accrued expenses (28,761) 1,814
----------- -----------
Net cash provided by operating activities 1,335,119 76,532
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (25,836) (13,159)
----------- -----------
Net cash used in investing activities (25,836) (13,159)
----------- -----------
Cash flows from financing activities:
Payments on promissory note (48,759) (44,006)
Payments on capital lease obligations (14,317) (6,271)
----------- -----------
Net cash used in financing activities (63,076) (50,277)
----------- -----------
Net increase in cash and cash equivalents 1,246,207 13,096
Cash and cash equivalents at beginning of
period 877,025 1,138,447
----------- -----------
Cash and cash equivalents at end of period $ 2,123,232 $ 1,151,543
=========== ===========
See accompanying condensed notes to consolidated financial statements.
5
CEDITRISKMONITOR.COM, INC. AND SUBSIDIARY
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The condensed consolidated financial statements included herein have been
prepared by CreditRiskMonitor.com, Inc. (the "Company" or "CRM"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures herein
are adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the financial statements and the
notes thereto in the Company's annual report on Form 10-KSB for the year ended
December 31, 2004.
In the opinion of the Company, the unaudited consolidated financial statements
reflect all adjustments (consisting of normal recurring adjustments) considered
necessary to present fairly the Company's financial position as of June 30, 2005
and the results of its operations and its cash flows for the periods ended June
30, 2005 and 2004.
Results of operations for the three and six-month periods ended June 30, 2005
and 2004 are not necessarily indicative of the results of a full year.
Certain prior year amounts have been reclassified to conform with the fiscal
2005 presentation.
(2) Stock-Based Compensation
The Company accounts for its stock-based employee compensation plan using the
intrinsic value method in accordance with the provisions of APB No. 25,
"Accounting for Stock Issued to Employees" and related Interpretations. No
stock-based employee compensation cost for employee stock options is reflected
in net loss, as all options granted under this plan had an exercise price equal
to or greater than the market value of the underlying common stock on the date
of grant.
In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation," as
amended by SFAS No. 148, "Accounting for Stock-Based Compensation--Transition
and Disclosure," the following table presents the effect on net income (loss)
and net income (loss) per share had compensation cost for the Company's stock
plan been determined using a fair value based method and amortized over the
vesting period consistent with SFAS No. 123 for the three and six months ended
June 30:
6
3 MONTHS ENDED 6 MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ----------------------
2005 2004 2005 2004
----------- --------- --------- ----------
Net income (loss)
As reported $ 1,016,227 $ (21,927) $ 957,079 $ (98,856)
Less: Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax benefits or effects 2,399 3,658 2,154 7,317
----------- --------- --------- ----------
Pro forma $ 1,013,828 $ (25,585) $ 954,925 $ (106,173)
=========== ========= ========= ==========
Net income (loss) per share - basic
and diluted
As reported $ 0.13 $ (0.00) $ 0.12 $ (0.01)
Pro forma $ 0.13 $ (0.00) $ 0.12 $ (0.01)
The above stock-based employee compensation costs determined under the fair
value based method were calculated using the Black-Scholes option valuation
model. The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options, which have no vesting restrictions,
are fully transferable, and do not include a discount for large block trades. In
addition, option valuation models require the input of highly subjective
assumptions including the expected stock price volatility, expected life of the
option and other estimates. Because the Company's employee stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of its employee
stock options.
(3) Income Taxes
Deferred tax assets are evaluated quarterly to assess the likelihood of
realization, which is ultimately dependent upon generating future taxable income
prior to the expiration of the net operating loss carryforwards. The Company has
recorded certain U.S. federal deferred tax assets for which it has provided a
full valuation allowance as of December 31, 2004. The full valuation allowance
on the U.S. federal deferred tax assets was determined to be appropriate at
December 31, 2004 due to continuing losses. Although the Company had pre-tax
income for the three and six months ended June 30, 2005, at June 30, 2005, the
Company continues to believe a full valuation allowance is required because such
income was derived primarily from a nonrecurring gain on settlement of
litigation (see Note 5). Should it be determined in the future that it is more
likely than not that these assets will be realized, the valuation allowance
would be removed against some or all of the deferred tax assets.
The actual tax expense for the three and six months ended June 30, 2005 differs
from the "expected" tax expense for those periods (computed by applying the
applicable United States federal corporate tax rate to income (loss) before
income taxes) as follows:
7
3 MONTHS ENDED 6 MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- --------------------
2005 2004 2005 2004
---------- --------- ---------- -------
Computed "expected" provision $ 331,924 $ -- $ 303,264 $ --
Utilization of net operating loss carryforward (331,924) -- (303,264) --
State and local income taxes -- (329) 1,175 226
---------- --------- ---------- -------
Provision (benefit) for income taxes $ -- $ (329) $ 1,175 $ 226
========== ========= ========== =======
(4) Recently Issued Accounting Standards
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets--an amendment of APB Opinion No. 29," which addresses the measurement of
exchanges of nonmonetary assets and eliminates the exception from fair value
measurement for nonmonetary exchanges of similar productive assets and replaces
it with an exception for exchanges that do not have commercial substance. SFAS
No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005, with earlier application permitted. The adoption
of SFAS No. 153 will have no impact on our results of operations or our
financial position.
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment",
replacing SFAS No. 123 and superseding APB Opinion No. 25. SFAS No. 123R
requires public companies to recognize compensation expense for the cost of
stock options and all other awards of equity instruments. This compensation cost
will be measured as the fair value of the award on the grant date estimated
using an option-pricing model. The Company is evaluating the various transition
provisions under SFAS No. 123R. For public entities that file as small business
issuers, this Statement is effective as of the beginning of the first interim or
annual reporting period of the first fiscal year that begins after December 15,
2005.
In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
Contingent Asset Retirement Obligations", an interpretation of SFAS No. 143,
"Asset Retirement Obligations". FIN No. 47 clarifies that the term "conditional
asset retirement obligation" as used in SFAS No. 143 refers to a legal
obligation to perform an asset retirement activity in which the timing and (or)
method of settlement are conditional on a future event that may or may not be
within the control of the entity. An entity is required to recognize a liability
for the fair value of a conditional asset retirement obligation if the fair
value of the liability can be reasonably estimated, even if conditional on a
future event. FIN No. 47 is effective no later than the end of fiscal years
ending after December 15, 2005. The adoption of FIN No. 47 will have no impact
on our results of operations or our financial position.
(5) Legal Proceedings
On April 27, 2005, the Company executed an agreement (the "Stipulation of
Settlement") which settled all of the lawsuits between it and a competitor, as
previously reported, and the competitor simultaneously paid the Company $1.1
million. In addition, the competitor agreed in the Stipulation of Settlement to
assume certain potential liabilities against the Company and defend the Company
in connection with the Decision Strategies litigation discussed below.
8
As previously reported: (a) in July 2004, the Company commenced an action in
Nassau County against Decision Strategies LLC ("Decision Strategies"), the
court-appointed forensic computer expert in the enforcement proceedings, for
breach of its services contract and seeking a declaration of the rights of the
parties under the terms of the contract; (b) also in July 2004, Decision
Strategies commenced an action in New York against the Company and the
competitor for fees in excess of the limitations provided in the services
contract; and (c) Decision Strategies successfully moved to dismiss the
Company's Nassau County action because Decision Strategies had commenced an
action in New York County.
At a conference in New York County held in June 2005, the Court denied a motion
to move the action to Nassau County. Pursuant to the Stipulation of Settlement,
the competitor has agreed to assume certain potential liabilities and defend the
Company in this litigation, as noted above.
(6) Net Income (Loss) Per Share
The computation of diluted net income (loss) per share excludes the effects of
the assumed exercise of all options since their inclusion would be
anti-dilutive. During the three and six-months ended June 30, 2005, 556,500 and
546,500 options, respectively, were excluded as their exercise prices were above
market value. During the three and six-months ended June 30, 2004, 468,000 and
486,000 options, respectively, were excluded because the Company had losses in
those periods.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2005, the Company had cash and cash equivalents of $2.12 million
compared to $877,000 at December 31, 2004. The Company's working capital deficit
at June 30, 2005 was approximately $161,000 compared to a working capital
deficit of approximately $1.05 million at December 31, 2004, due primarily to an
increase of $1.25 million in cash and cash equivalents reflecting receipt of the
settlement proceeds of $1.1 million referred to below. Additionally, the working
capital deficit at June 30, 2005 is mainly derived from the $2.36 million in
deferred revenue, which should not require any future cash outlay other than the
cost of preparation and delivery of the applicable commercial credit reports.
The deferred revenue is recognized as income over the subscription term, which
approximates twelve months. The Company has no bank lines of credit or other
currently available credit sources.
Excluding cash expenditures of $91,000 and $155,000 in the first half of fiscal
2005 and 2004, respectively, incurred in connection with the Contempt
Proceeding, the Competitor Action and the other litigation described in Part II,
Item 1 or previously reported (collectively, the "Litigation"), and before
giving effect to the settlement proceeds of $1.1 million, the Company had
positive cash flow of $237,000 and $168,000 for the six months ended June 30,
2005 and 2004, respectively.
On April 27, 2005, a Stipulation of Settlement was filed with the Supreme Court
of the State of New York, Nassau County, pursuant to which: (i) the Company, the
competitor and all other parties agreed to settle the Litigation (other than the
Decision Strategies litigation referred to below), and (ii) the Company received
payment of $1.1 million from the competitor.
After giving effect to the Stipulation of Settlement and the receipt of the $1.1
million settlement proceeds, the Company believes that it will have sufficient
resources to meet its working capital and capital expenditure needs, including
debt service, for the foreseeable future.
OFF-BALANCE SHEET ARRANGEMENTS
The Company is not a party to any off-balance sheet arrangements.
10
RESULTS OF OPERATIONS
3 MONTHS ENDED JUNE 30,
---------------------------------------------------
2005 2004
------------------------ ------------------------
% OF TOTAL % OF TOTAL
OPERATING OPERATING
AMOUNT REVENUES AMOUNT REVENUES
----------- ---------- ----------- ----------
Operating revenues $ 949,746 100.00% $ 806,426 100.00%
----------- ---------- ----------- ----------
Operating expenses:
Data and product costs 277,239 29.19% 248,253 30.78%
Selling, general & administrative 638,570 67.24% 452,920 56.16%
Litigation related legal fees & expenses 91,826 9.67% 96,493 11.97%
Depreciation and amortization 16,191 1.70% 14,276 1.77%
----------- ---------- ----------- ----------
Total operating expenses 1,023,826 107.80% 811,942 100.68%
----------- ---------- ----------- ----------
Loss from operations (74,080) -7.80% (5,516) -0.68%
Other income 7,306 0.77% 1,521 0.19%
Gain on settlement of litigation 1,100,000 115.82% -- 0.00%
Interest expense (16,999) -1.79% (18,261) -2.27%
----------- ---------- ----------- ----------
Income (loss) before income taxes 1,016,227 107.00% (22,256) -2.76%
Provision (benefit) for income taxes -- 0.00% (329) -0.04%
----------- ---------- ----------- ----------
Net income (loss) $ 1,016,227 107.00% $ (21,927) -2.72%
=========== ========== =========== ==========
Operating revenues increased 18% for the three months ended June 30, 2005 versus
the same period last year. This increase was primarily due to an increase in the
number of subscribers to the Company's Internet subscription service offset in
part by a decrease in the number of subscribers to the Company's subscription
service for third-party international credit reports.
Data and product costs increased 12% for the second quarter of 2005 compared to
the same period of fiscal 2004. This increase was primarily due to the higher
cost of acquiring additional third-party content for inclusion on the Company's
website as well as the cost of the co-location facility that the Company started
leasing in the third quarter of 2004.
Selling, general and administrative expenses increased 41% for the second
quarter of fiscal 2005 compared to the same period of fiscal 2004. This increase
was primarily due to higher salary and related employee benefit costs due to an
increase in the Company's sales force during the past 12 months, an increase in
rent expense due to the Company's relocation to new leased facilities in the
third quarter of 2004, and an increase in marketing expenses.
Depreciation and amortization increased 13% for the second quarter of fiscal
2005 compared to the same period of fiscal 2004. This increase was due to the
depreciation expense on assets either purchased or leased in connection with the
Company's move and the decision to co-locate its production servers in the
second half of fiscal 2004.
Other income increased 380% for the second quarter of fiscal 2005 compared to
the same period last year. This increase primarily reflects the investing of the
settlement proceeds received in the quarter in interest bearing accounts, as
well as a higher interest rate received on funds invested in interest bearing
accounts during the current quarter compared to the same period last year.
11
Interest expense decreased 7% for the second quarter of fiscal 2005 compared to
the same period of fiscal 2004. This decrease was due to a lower outstanding
promissory note balance.
The Company reported net income of $1.02 million versus a net loss of $22,000
for the three months ended June 30, 2005 and 2004, respectively. Excluding the
Litigation expenses of $92,000 and $96,000 for the three months ended June 30,
2005 and 2004, respectively, and the litigation settlement of $1.1 million
received in the second quarter of fiscal 2005, the Company would have reported
net income of $8,000 and $74,000 for the three months ended June 30, 2005 and
2004, respectively.
6 MONTHS ENDED JUNE 30,
---------------------------------------------------
2005 2004
------------------------ ------------------------
% OF TOTAL % OF TOTAL
OPERATING OPERATING
AMOUNT REVENUES AMOUNT REVENUES
----------- ---------- ----------- ----------
Operating revenues $ 1,845,000 100.00% $ 1,633,624 100.00%
----------- -------- ----------- --------
Operating expenses:
Data and product costs 516,615 28.00% 518,754 31.75%
Selling, general & administrative 1,263,526 68.48% 984,996 60.30%
Litigation related legal fees & expenses 149,089 8.08% 162,720 9.96%
Depreciation and amortization 32,733 1.78% 32,260 1.98%
----------- -------- ----------- --------
Total operating expenses 1,961,963 106.34% 1,698,730 103.99%
----------- -------- ----------- --------
Loss from operations (116,963) -6.34% (65,106) -3.99%
Other income 10,050 0.54% 3,585 0.22%
Gain on settlement of litigation 1,100,000 59.62% -- 0.00%
Interest expense (34,833) -1.89% (37,109) -2.27%
----------- -------- ----------- --------
Income (loss) before income taxes 958,254 51.93% (98,630) -6.04%
Provision for income taxes 1,175 0.06% 226 0.01%
----------- -------- ----------- --------
Net income (loss) $ 957,079 51.87% $ (98,856) -6.05%
=========== ======== =========== ========
Operating revenues increased 13% for the six months ended June 30, 2005 versus
the first half of 2004. This increase was primarily due to an increase in the
number of subscribers to the Company's Internet subscription service offset in
part by a decrease in the number of subscribers to the Company's subscription
service for third-party international credit reports.
Data and product costs decreased 0.4% for the first six months of fiscal 2005
compared to the same period of fiscal 2004. This decrease was primarily due to
the lower cost of acquiring additional third-party international credit reports,
and lower salary and related employee benefits resulting from a decrease in
headcount, offset in part by the cost of leasing the co-location facility that
commenced in the third quarter of 2004.
Selling, general and administrative expenses increased 28% for the first six
months of fiscal 2005 compared to the same period of fiscal 2004. This increase
was primarily due to higher salary and related employee benefit costs due to an
increase in the Company's sales force during the past 12 months, an increase in
rent expense due to the Company's relocation to new leased facilities in the
third quarter of 2004, and an increase in marketing expenses.
Depreciation and amortization increased 1% for the first six months of fiscal
2005 compared to the same period of fiscal 2004. This increase was due to the
12
depreciation expense on assets either purchased or leased in connection with the
Company's move and the decision to co-locate its production servers in the
second half of fiscal 2004 offset by lower depreciation expense during the
fiscal 2005 period on certain items that have been fully depreciated but are
still in use.
Other income increased 180% for the first six months of fiscal 2005 compared to
the same period last year. This increase was primarily due to the settlement
proceeds received at the end of April 2005 that were invested in interest
bearing accounts as well as a higher interest rate received on funds invested in
interest bearing accounts during the current period compared to the same period
last year.
Interest expense decreased 6% for the first six months of fiscal 2005 compared
to the same period of fiscal 2004. This decrease was due to a lower outstanding
promissory note balance.
The Company reported net income of $957,000 versus a net loss of $99,000 for the
six months ended June 30, 2005 and 2004, respectively. Excluding the Litigation
expenses of $149,000 and $163,000 for the six months ended June 30, 2005 and
2004, respectively, and the litigation settlement of $1.1 million received in
the second quarter of fiscal 2005, the Company would have reported net income of
$6,000 and $64,000 for the six months ended June 30, 2005 and 2004,
respectively.
FUTURE OPERATIONS
The Company over time intends to expand its operations by expanding the breadth
and depth of its product and service offerings and the introduction of new or
complementary products. Gross margins attributable to new business areas may be
lower than those associated with the Company's existing business activities.
As a result of the Company's limited operating history and the emerging nature
of the markets in which it competes, the Company's ability to accurately
forecast its revenues, gross profits and operating expenses as a percentage of
net sales is limited. The Company's current and future expense levels are based
largely on its investment plans and estimates of future revenues and to a large
extent are fixed. Sales and operating results generally depend on the Company's
ability to attract and retain customers and the volume of and timing of their
subscriptions for the Company's services, which are difficult to forecast. The
Company may be unable to adjust spending in a timely manner to compensate for
any unexpected revenue shortfall. Accordingly, any significant shortfall in
revenues in relation to the Company's planned expenditures would have an
immediate adverse effect on the Company's business, prospects, financial
condition and results of operations. Further, as a strategic response to changes
in the competitive environment, the Company may from time to time make certain
pricing, service, marketing or acquisition decisions that could have a material
adverse effect on its business, prospects, financial condition and results of
operations.
Achieving profitability depends on the Company's ability to generate and sustain
increased revenue levels. The Company believes that its success will depend in
large part on its ability to (i) extend its brand position, (ii) provide its
customers with outstanding value, and (iii) achieve sufficient sales volume to
realize economies of scale. Accordingly, the Company intends to continue to
invest in marketing and promotion, product development and
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technology and operating infrastructure development. There can be no assurance
that the Company will be able to achieve these objectives within a meaningful
time frame.
The Company expects to experience significant fluctuations in its future
quarterly operating results due to a variety of factors, some of which are
outside the Company's control. Factors that may adversely affect the Company's
quarterly operating results include, among others, (i) the Company's ability to
retain existing customers, attract new customers at a steady rate and maintain
customer satisfaction, (ii) the Company's ability to maintain gross margins in
its existing business and in future product lines and markets, (iii) the
development of new services and products by the Company and its competitors,
(iv) price competition, (v) the level of use of the Internet and online services
and increasing acceptance of the Internet and other online services for the
purchase of products such as those offered by the Company, (vi) the Company's
ability to upgrade and develop its systems and infrastructure, (vii) the
Company's ability to attract new personnel in a timely and effective manner,
(viii) the level of traffic on the Company's Web site, (ix) the Company's
ability to manage effectively its development of new business segments and
markets, (x) the Company's ability to successfully manage the integration of
operations and technology of acquisitions or other business combinations, (xi)
technical difficulties, system downtime or Internet brownouts, (xii) the amount
and timing of operating costs and capital expenditures relating to expansion of
the Company's business, operations and infrastructure, (xiii) governmental
regulation and taxation policies, (xiv) disruptions in service by common
carriers due to strikes or otherwise, (xv) risks of fire or other casualty,
(xvi) litigation costs or other unanticipated expenses, (xvii) interest rate
risks and inflationary pressures, and (xviii) general economic conditions and
economic conditions specific to the Internet and online commerce.
Due to the foregoing factors and the Company's limited forecasting abilities,
the Company believes that period-to-period comparisons of its revenues and
operating results are not necessarily meaningful and should not be relied on as
an indication of future performance.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-QSB may contain forward-looking statements,
including statements regarding future prospects, industry trends, competitive
conditions and litigation issues. Any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "believes", "expects", "anticipates",
"plans" or words of similar meaning are intended to identify forward-looking
statements. This notice is intended to take advantage of the "safe harbor"
provided by the Private Securities Litigation Reform Act of 1995 with respect to
such forward-looking statements. These forward-looking statements involve a
number of risks and uncertainties. Among others, factors that could cause actual
results to differ materially from the Company's beliefs or expectations are
those listed under "Results of Operations" and other factors referenced herein
or from time to time as "risk factors" or otherwise in the Company's
Registration Statements or Securities and Exchange Commission reports.
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Item 3. Controls and Procedures
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this report. Based on that
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
have concluded that, as of the end of such period, the Company's disclosure
controls and procedures are effective.
There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended) during our most recent fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting. Management is
aware that there is a lack of segregation of duties due to the small number of
employees dealing with general administrative and financial matters. However,
management has decided that considering the employees involved and the control
procedures in place, risks associated with such lack of segregation are
insignificant and the potential benefit of adding employees to clearly segregate
duties do not justify the expenses associated with such increase.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On April 27, 2005, the Company executed an agreement (the "Stipulation of
Settlement") which settled all of the lawsuits between it and a competitor, as
previously reported, and the competitor simultaneously paid the Company $1.1
million. In addition, the competitor agreed in the Stipulation of Settlement to
assume certain potential liabilities against the Company and defend the Company
in connection with the Decision Strategies litigation discussed below.
As previously reported: (a) in July 2004, the Company commenced an action in
Nassau County against Decision Strategies LLC ("Decision Strategies"), the
court-appointed forensic computer expert in the enforcement proceedings, for
breach of its services contract and seeking a declaration of the rights of the
parties under the terms of the contract; (b) also in July 2004, Decision
Strategies commenced an action in New York against the Company and the
competitor for fees in excess of the limitations provided in the services
contract; and (c) Decision Strategies successfully moved to dismiss the
Company's Nassau County action because Decision Strategies had commenced an
action in New York County.
At a conference in New York County held in June 2005, the Court denied a motion
to move the action to Nassau County. Pursuant to the Stipulation of Settlement,
the competitor has agreed to assume certain potential liabilities and defend the
Company in this litigation, as noted above.
Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities
The Company is prohibited from paying dividends pursuant to the Loan Security
Agreement that secures its Secured Promissory Note with Market Guide Inc.
Item 6. Exhibits
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CREDITRISKMONITOR.COM, INC.
(REGISTRANT)
Date: August 15, 2005 By: /s/ Lawrence Fensterstock
Lawrence Fensterstock
Chief Financial Officer
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