SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ended: March 31, 1999
Commission File No. 1-10825
CREDITRISKMONITOR.COM, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 36-2972588
(State of Incorporation) (I.R.S. Employer Identification No.)
2001 Marcus Avenue, Suite W290
Lake Success, New York 11042
(Address of Principal Executive Office)
(Zip Code)
Issuer's telephone number, including area code: (516) 327-2400
Indicate by check mark 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
Common stock $.01 par value -- 5,300,129 shares outstanding as of March 31,
1999.
-1-
<PAGE>
CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
(FORMERLY NEW GENERATION FOODS, INC.)
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 1999 (Unaudited)
and December 31, 1998 (Audited)..................................... 3
Consolidated Statements of Operations for the Three Months
Ended March 31, 1999 and 1998 (Unaudited)........................... 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1999 and 1998 (Unaudited)........................... 5
Condensed Notes to Consolidated Financial Statements................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................... 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................ 12
SIGNATURES................................................................... 13
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
(FORMERLY NEW GENERATION FOODS, INC.)
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
March 31, Dec. 31,
1999 1998
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,908,470 $ 13,400
Accounts receivable 372,692 --
Purchase Option -- 115,000
Other 11,724 --
------------ ------------
Total current assets 2,292,886 128,400
Fixed assets:
Fixed assets 235,329 --
Less: Accumulated depreciation (9,165) --
------------ ------------
Total fixed assets 226,164 --
Other assets:
Goodwill 2,269,081 --
Other 6,573 --
------------ ------------
Total other assets 2,275,654 --
------------ ------------
TOTAL ASSETS $ 4,794,704 $ 128,400
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Unearned income $ 854,052 $ --
Accounts payable 53,617 5,908
Accrued liabilities 120,737 86,364
Other 8,872 5,500
------------ ------------
Total current liabilities 1,037,278 97,772
Deferred salary 18,750 --
Secured Promissory Note 773,891 --
Expense Promissory Note 99,558 --
------------ ------------
Total liabilities 1,929,477 97,772
Redeemable convertible voting senior preferred stock -- 1,100,000
Stockholders' equity (deficit):
Common stock 53,001 3,998
Additional paid-in capital 27,063,001 22,818,930
Accumulated deficit (24,250,775) (23,892,300)
------------ ------------
Total stockholders' equity (deficit) 2,865,227 (1,069,372)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 4,794,704 $ 128,400
============ ============
</TABLE>
See accompanying condensed notes to consolidated financial statements.
-3-
<PAGE>
CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
(FORMERLY NEW GENERATION FOODS, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Revenues:
Subscription income $ 274,639 $ --
Total other income 21,115 5,239
----------- -----------
Total revenues 295,754 5,239
Expenses:
Salaries and employee benefits 278,001 --
Data and product costs 57,055 --
Selling, general and administrative expenses 139,942 1,713
Depreciation and amortization 28,233 --
Write-off of intangible assets 134,076 --
Interest expense 16,901 --
----------- -----------
Total expenses 654,208 1,713
----------- -----------
Income (loss) before income taxes (358,454) 3,526
Provision for income taxes -- 375
----------- -----------
Net income (loss) $ (358,454) $ 3,151
=========== ===========
Net income (loss) per share of common stock:
Basic $ (0.07) $ 0.01
=========== ===========
Diluted $ (0.07) $ 0.00
=========== ===========
Weighted average number of common shares outstanding:
Basic 5,300,129 399,830
=========== ===========
Diluted 5,300,129 3,998,128
=========== ===========
</TABLE>
See accompanying condensed notes to consolidated financial statements.
-4-
<PAGE>
CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
(FORMERLY NEW GENERATION FOODS, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (358,454) $ 3,151
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operations:
Write-off of intangible assets 134,076 --
Depreciation and amortization 28,233 --
Amortization of debt discount 15,505 --
Deferred interest expense 1,396 --
Deferred salary 18,750 --
Changes in assets and liabilities, net of business acquisition:
Decrease in accounts receivable 35,786 --
Increase in other current assets (11,724) --
Decrease in Purchase Option 115,000 --
Increase in unearned income 57,699 --
Increase in accounts payable 47,709 (460,000)
Decrease in accrued liabilities 34,373 (840,000)
Increase in other current liabilities 3,372 --
----------- -----------
Net cash provided (used) by operating
activities 121,721 (1,296,849)
----------- -----------
Cash flows from investing activities:
Payment for purchase of assets from Market
Guide Inc., net of debt issued (1,393,492) --
Purchase of fixed assets (19,639) --
Increase in other assets (6,573) --
----------- -----------
Net cash used by investing activities (1,419,704) --
----------- -----------
Cash flows from financing activities:
Proceeds from private offering, net of
offering expenses 3,193,053 --
----------- -----------
Net cash provided by financing activities 3,193,053 --
----------- -----------
Net increase (decrease) in cash and cash
equivalents 1,895,070 (1,296,849)
Cash and cash equivalents at beginning of
period 13,400 1,399,274
----------- -----------
Cash and cash equivalents at end of period $ 1,908,470 $ 102,425
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH
FINANCING ACTIVITIES:
Issuance of Promissory Notes $ 856,548 $ --
=========== ===========
</TABLE>
See accompanying condensed notes to consolidated financial statements.
-5-
<PAGE>
CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
(FORMERLY NEW GENERATION FOODS, INC.)
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Name Change
The Company (formerly New Generation Foods, Inc.) changed its name to
CreditRiskMonitor.com, Inc. effective May 11, 1999.
(2) Basis of Presentation
The consolidated financial statements included herein have been prepared by the
Company, 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
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto in the Company's annual
report on Form 10-KSB for the year ended December 31, 1998.
In the opinion of the Company, the unaudited consolidated financial statements
reflect all adjustments (consisting of normal recurring accruals) considered
necessary to present fairly the Company's financial position as of March 31,
1999 and the results of its operations and its cash flows for the three month
periods ended March 31, 1999 and 1998.
Results of operations for the three month periods ended March 31, 1999 and 1998
are not necessarily indicative of the results of a full year.
Certain prior year amounts have been reclassified to conform with the fiscal
1999 presentation.
(3) Purchase of CreditRisk Monitor and Capital Transactions
In September 1998, the Company entered into an option agreement (the "Purchase
Option") to purchase the assets of the CreditRisk Monitor ("CRM") credit
information service from Market Guide Inc. ("MGI"). CRM is an Internet based
service providing credit reports to corporate personnel on retailing and other
companies incorporating MGI developed financial information, peer and trend
analysis, news, alert notifications, and other vital information. The Company
paid $60,000 for the Purchase Option in addition to paid and accrued legal fees
totaling $55,000. On December 29, 1998, the Company notified MGI of its
intention to exercise this Purchase Option, which was consummated on January 19,
1999.
On January 19, 1999, the Company exercised its option to purchase the assets of
CRM. The assets purchased included customer contracts, receivables, equipment,
software, and intangibles. The net present value of the purchase price was
approximately $2,150,000 (inclusive of the $60,000 paid for the Purchase Option
in September 1998), of which $1.23 million was paid at closing and the balance
is represented by two secured promissory notes (one
-6-
<PAGE>
for approximately $100,000 and the other for $760,000, net of $240,000
discount). These promissory notes provide for the deferral of principal
amortization until February 2001 (for the $100,000 note which bears interest at
8.5 percent) and July 2001 (for the $1.0 million note which bears interest at 6
percent), respectively. Both notes are then payable over 24 months and are
secured by the assets purchased and substantially all other assets of the
Company. The $1.0 million note provides for no interest through June 30, 2001,
while the other note provides for the deferral of interest until debt servicing
commences.
Concurrently, the Company completed a private placement of 1,300,000 shares of
its common stock to approximately 25 "accredited investors" at a purchase price
of $2.50 per share, for gross proceeds of $3.25 million. The proceeds from this
offering were used to finance the cash portion of the CRM acquisition and the
remainder will be used for future working capital needs.
In anticipation of the exercise of the option, in November 1998, Flum Partners,
a related party, provided the Company with a line of credit of up to $20,000 of
which only $5,500 was drawn upon and, in consideration thereof, the Company
agreed to issue to Flum Partners 2,000 shares of common stock. As a participant
in the private placement, Flum Partners purchased 160,000 shares of common
stock. In addition, as a condition to the private placement, Flum Partners
agreed to convert all of its 1,100,000 shares of senior preferred stock into
3,598,299 shares of common stock on or prior to the closing of the private
placement. This conversion was effected as of January 19, 1999.
This acquisition was accounted for using the purchase method of accounting.
Accordingly, a portion of the purchase price was allocated to net tangible and
intangible assets acquired based on their estimated fair values. A portion was
also allocated to in-process research and development projects that have not
reached technological feasibility and have no probable alternative future uses.
This amount ($134,076) was written-off in the first quarter of 1999. The balance
of the purchase price was recorded as goodwill, and is being amortized over 20
years.
The following unaudited pro forma summary for the three months ended March 31,
1998 presents the consolidated results of operations as if the acquisition had
been made at the beginning of 1998. These results do not purport to be
indicative of what would have occurred had the acquisition actually been made as
of January 1, 1998 or the results which may occur in the future.
Revenues $ 142,123
===========
Net income (loss) $ (580,614)
===========
Net income (loss) per share - basic $ (0.11)
===========
Net income (loss) per share - diluted $ (0.11)
===========
Net income (loss) per share was computed on a pro forma basis giving effect to
the issuance of 1,300,000 common shares, the conversion of the 1,100,000 shares
of redeemable preferred stock into 3,598,299 common shares, and the issuance of
2,000 common shares to Flum Partners. All of these stock transactions were
related to the acquisition.
-7-
<PAGE>
(4) Net Income (Loss) Per Share
In February 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share." SFAS No. 128 establishes standards for computing and
presenting earnings per share ("EPS"). SFAS No. 128 requires the dual
presentation of basic and diluted EPS on the face of the statement of income.
Basic EPS excludes dilution and is computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock. The Company adopted SFAS No. 128 during fiscal 1997.
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
The Company terminated its business as a food manufacturer on October 22,
1993, when it sold its natural foods distribution business to American Pacific
Financial Corporation (the "Asset Sale"). It conducted no operations during the
three months ended March 31, 1998. Results for this period reflect interest and
dividend income in excess of selling, general and administrative expenses.
In January 1999, the Company acquired the assets of CRM and commenced
operations. Accordingly, the quarter ended March 31, 1999 reflects the operating
results of the Company's credit information service business. This business
began selling its product in April 1997 and is still in its early stages of
development. As a start-up business, the Company incurred a net loss of $358,454
for the first quarter of fiscal 1999. Included is a write-off of $134,076
representing a portion of the purchase price paid for the CRM assets allocated
to in-process research and development projects that have not reached
technological feasibility and have no probable alternative future uses.
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 market in which it competes, the Company is unable to accurately
forecast its revenues. The Company's current and future expense levels are based
largely on its investment plans and estimates of future revenues and are to a
large extent fixed. Sales and operating results generally depend on the volume
of, timing of and ability to sign new subscribers, 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, purchasing, service, marketing or acquisition decisions that could have
a material adverse effect on its business, prospects, financial condition and
results of operations.
Factors that may adversely affect the Company's quarterly operating results
include, among others, (i) the Company's ability to retain existing subscribers,
attract new subscribers at a steady rate and maintain subscriber satisfaction,
(ii) the development, announcement or introduction of new services and products
by the Company and its competitors, (iii) price competition, (iv) the increasing
acceptance of the Internet for the purchase of credit information such as that
offered by the Company, (v) the Company's ability to upgrade and develop its
systems and infrastructure, (vi) the Company's ability to attract new personnel
in a timely and effective manner, (vii) the Company's ability to manage
effectively the broadening of its product to encompass additional companies
monitored and the development of
-9-
<PAGE>
new products, (viii) the Company's ability to successfully manage the
integration of third-party data into its Internet site, (ix) technical
difficulties, system downtime or Internet brownouts, (x) the amount and timing
of operating costs and capital expenditures relating to expansion of the
Company's business, operations and infrastructure, and (xi) general economic
conditions and economic conditions specific to the Internet and the credit
information industry.
LIQUIDITY AND CAPITAL RESOURCES
From October 1993, when it sold its previous natural foods distribution
business, through the end of 1998 the Company had no revenues from operations.
During this period, the Company received revenues from notes issued to it
in connection with its 1993 Asset Sale. During 1998 the Company was required, by
the terms of its then outstanding Series A and Series B Preferred Stock (which
required payment of liquidation preferences upon a sale or transfer of
substantially all the assets of the Company) to pay out the applicable
liquidation preferences to Flum Partners, the holder of those series.
As previously reported, the Company issued to Flum Partners at the end of
1997 and in the first quarter of 1998 a total of $1.8 million of cash, plus
1,100,000 shares of its new Senior Preferred Stock (convertible into 3,598,299
shares of Common Stock) in payment of the liquidation preferences and accrued
dividends on the Series A Preferred Stock and Series B Preferred Stock. This
cash payment effectively dissipated all of the Company's liquid assets as at the
end of 1997 and the share issuance gave Flum Partners the right to own and vote
90% of the Company's outstanding equity shares.
Jerome Flum's employment contract was terminated effective December 1, 1997
and he agreed, for a twelve-month period, to attempt to identify and consummate
a transaction which would increase the value of the Company.
During 1998 the Company located, investigated and negotiated the purchase
of the CRM business then owned by MGI. In September 1998 the Company purchased
an option to purchase the assets of the CRM business and it exercised its option
on December 29, 1998. The transaction closed effective January 19, 1999.
In order to raise funds to pay the $1.23 million cash portion of the
purchase price for the CRM assets, the costs of the acquisition and to have
sufficient working capital to continue to develop and run that business, the
Company completed a private placement of 1,300,000 shares on January 19, 1999 of
its Common Stock to approximately 25 "accredited investors" at a purchase price
of $2.50 per share, for gross proceeds of $3.25 million. Management believes
that the proceeds of this offering will provide adequate working capital to fund
operating losses of CRM until cash breakeven has been achieved.
The transactions described above, along with the issuance of 2,000 shares
of Common Stock to Flum Partners in consideration of its provision to the
Company of a line of credit and the conversion by Flum Partners of its Senior
Preferred shares into Common Stock on or about January 20, 1999, resulted in
Flum Partners owning more than 72% of the Company's outstanding Common Stock
(which is its only equity security now outstanding) after the 1998 Private
Placement.
At March 31, 1999, the Company had cash, cash equivalents and other liquid
assets of $1,908,470 compared to $13,400 of liquid assets at December
-10-
<PAGE>
31, 1998, and had working capital of $1,255,608, compared to working capital of
$30,628 at December 31, 1998. The Company has no bank lines of credit or other
currently available credit sources.
Funds from the 1998 Private Placement became available to the Company on or
about January 19, 1999, at which date the Company paid the cash portion of the
purchase price for the CRM assets, paid the expenses of the purchase transaction
and retained the remaining proceeds for use as working capital over the next two
years.
YEAR 2000 PLANNING
The Company has implemented a Year 2000 program to ensure that the
Company's and the Company's vendors' and business partners' computer systems and
applications will function properly beyond 1999. The Company's current principal
supplier of data for use in the preparation of the Company's credit analyses
reports is MGI. Pursuant to the outstanding Database License Agreement, MGI has
agreed to furnish data which is year 2000 compliant. The Company has also
identified vendor and business partner software with which it electronically
interacts, and has requested Year 2000 compliance certifications. The Company
has received assurances from those vendors and business partners whose systems
are not currently Year 2000 compliant that the necessary modifications, or new
versions of software, will be made available by 2000. The Company has reviewed
and tested all of its computers systems and Internet-based products and
determined that they are all Year 2000 Compliant. The Company defines "Year 2000
Compliant" as the ability of its hardware and software to recognize and properly
process data beyond December 31, 1999 as well recognizing that the Year 2000 is
a leap year and that any calculations dependent upon knowing this fact will be
performed correctly. The Company's cost to comply with the Year 2000 initiative
is not expected to be material.
-11-
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule.
(b) Reports on Form 8-K
On February 2, 1999, the Company filed a Form 8-K dated January 19, 1999,
relating to the completion of its purchase of the assets of the CreditRisk
Monitor credit information service from Market Guide Inc.
-12-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEW GENERATION FOODS, INC.
(REGISTRANT)
Date: May 14, 1999
By: /s/ Lawrence Fensterstock
-----------------------------------
Lawrence Fensterstock
Chief Financial Officer
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CREDITRISKMONITOR.COM, INC.'S MARCH 31, 1999, FORM 10-Q FINANCIAL STATEMENTS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,908
<SECURITIES> 0
<RECEIVABLES> 373
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,293
<PP&E> 235
<DEPRECIATION> 9
<TOTAL-ASSETS> 4,795
<CURRENT-LIABILITIES> 1,037
<BONDS> 0
0
0
<COMMON> 53
<OTHER-SE> 2,812
<TOTAL-LIABILITY-AND-EQUITY> 4,795
<SALES> 275
<TOTAL-REVENUES> 296
<CGS> 0
<TOTAL-COSTS> 503
<OTHER-EXPENSES> 134
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17
<INCOME-PRETAX> (358)
<INCOME-TAX> 0
<INCOME-CONTINUING> (358)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (358)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
