##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-22693
 Steel Vault Corporation
  DELAWARE
    
    11-2889809(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)1690 South Congress Avenue, Suite 200Delray Beach, Florida 33445
    
    (561) 805-8000(Address of principal executive offices,
    
    (Registrants telephone number, including area code)including zip code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if smaller reporting company)
 o þ
  Class
    
    Number of SharesCommon Stock: $0.01 Par Value
    
    8,496,398




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##### 



Steel Vault Corporation
Table of Contents
 Item
    
    PagePART I FINANCIAL INFORMATION
    
    
    1Item 1. Condensed Consolidated Financial Statements
    
    
    1Special Note Regarding Forward-Looking Statements
    
    
    12Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4T. Controls and Procedures
    
    
    15PART II OTHER INFORMATION
    
    
    17Item 1A. Risk Factors
    
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17Item 5.
Other Information
    
    
    17Item 6. Exhibits
    
    
    17Signature
    
    
    18Exhibits
    
    
    19Exhibit 3.1Exhibit 3.2Exhibit 10.1Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Condensed Consolidated Financial Statements
 Steel Vault Corporation and Subsidiaries
 Condensed Consolidated Balance Sheets
 March 31,
    
    
    September 30,2009
    
    
    2008(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    559
    
    
    $
    1,256Accounts receivable
    
    
    3
    
    
    
    Marketable equity securities, available for sale
    
    
    8
    
    
    
    35Other current assets
    
    
    73
    
    
    
    10Total current assets
    
    
    643
    
    
    
    1,301Fixed assets, net
    
    
    74
    
    
    
    Goodwill
    
    
    538
    
    
    
    Other assets
    
    
    19
    
    
    
    Total assets
    
    $
    1,274
    
    
    $
    1,301Liabilities and Stockholders EquityLiabilitiesCurrent liabilities:Accounts payable
    
    $
    175
    
    
    $
    2Deferred revenue
    
    
    35
    
    
    
    Accrued expenses and other liabilities
    
    
    182
    
    
    
    100Total current liabilities
    
    
    392
    
    
    
    102Convertible notes payable, net of discount
    
    
    158
    
    
    
    Total liabilities
    
    
    550
    
    
    
    102Commitments and contingenciesStockholders equity:Preferred shares:Authorized 5,000 shares, no par value; none issued
    
    
    
    
    
    
    Common shares:Authorized 80,000 shares, $.01 par value; 8,609
and 6,007 shares issued; 8,496 and 5,146 shares
outstanding
    
    
    86
    
    
    
    60Additional paid-in capital
    
    
    7,253
    
    
    
    7,143Accumulated deficit
    
    
    (6,449
    )
    
    
    (5,086
    )Treasury stock, 113 and 861 shares, at cost
    
    
    (166
    )
    
    
    (918
    )Total stockholders equity
    
    
    724
    
    
    
    1,199Total liabilities and stockholders equity
    
    $
    1,274
    
    
    $
    1,301
   1




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Steel Vault Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
 For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue
    
    $
    58
    
    
    $
    
    
    
    $
    74
    
    
    $
    Operating expenses:Cost of revenue
    
    
    78
    
    
    
    
    
    
    
    85
    
    
    
    Sales and marketing
    
    
    219
    
    
    
    
    
    
    
    220
    
    
    
    General and administrative
    
    
    523
    
    
    
    267
    
    
    
    1,107
    
    
    
    472Total operating expenses
    
    
    820
    
    
    
    267
    
    
    
    1,412
    
    
    
    472Operating loss
    
    
    (762
    )
    
    
    (267
    )
    
    
    (1,338
    )
    
    
    (472
    )Interest and other (expense) income
    
    
    (27
    )
    
    
    4
    
    
    
    (25
    )
    
    
    7Loss from continuing operations
    
    
    (789
    )
    
    
    (263
    )
    
    
    (1,363
    )
    
    
    (465
    )Discontinued Operations:Loss from discontinued operations
    
    
    
    
    
    
    (12
    )
    
    
    
    
    
    
    (274
    )Gain on sale of discontinued operation
    
    
    
    
    
    
    87
    
    
    
    
    
    
    
    627Income from discontinued operations
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    353Net loss
    
    $
    (789
    )
    
    $
    (188
    )
    
    $
    (1,363
    )
    
    $
    (112
    )Net loss per common share from
continuing operations  basic and
diluted
    
    $
    (0.10
    )
    
    $
    (0.05
    )
    
    $
    (0.19
    )
    
    $
    (0.09
    )Net income per common share from
discontinued operations  basic and
diluted
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    0.07Net loss per common share  basic and
diluted
    
    $
    (0.10
    )
    
    $
    (0.04
    )
    
    $
    (0.19
    )
    
    $
    (0.02
    )Weighted average number of common
shares outstanding:Basic and diluted
    
    
    8,154
    
    
    
    5,119
    
    
    
    7,308
    
    
    
    5,082Comprehensive LossNet loss
    
    $
    (789
    )
    
    $
    (188
    )
    
    $
    (1,363
    )
    
    $
    (112
    )Other comprehensive loss:Change in unrealized
gain (loss) on available for sale
securities
    
    
    (12
    )
    
    
    109
    
    
    
    
    
    
    
    (118
    )Comprehensive loss
    
    $
    (801
    )
    
    $
    (79
    )
    
    $
    (1,363
    )
    
    $
    (230
    )
   2




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Steel Vault Corporation and Subsidiaries
Condensed Consolidated Statement of Stockholders Equity
 Additional
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    
    
    
    
    StockholdersNumber
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Treasury Stock
    
    
    EquityBalance October 1, 2008
    
    
    6,007
    
    
    $
    60
    
    
    $
    7,143
    
    
    $
    (5,086
    )
    
    $
    (918
    )
    
    $
    1,199Share-based compensation
    
    
    2,300
    
    
    
    23
    
    
    
    431
    
    
    
    
    
    
    
    
    
    
    
    454Shares and options issued for
purchase of NCRC
    
    
    1,000
    
    
    
    10
    
    
    
    384
    
    
    
    
    
    
    
    
    
    
    
    394Option exercise
    
    
    50
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    8Retirement of treasury stock
    
    
    (748
    )
    
    
    (7
    )
    
    
    (745
    )
    
    
    
    
    
    
    752
    
    
    
    Issuance of
common stock warrant in connection with debt financing
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    32Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,363
    )
    
    
    
    
    
    
    (1,363
    )Balance March 31, 2009
    
    
    8,609
    
    
    $
    86
    
    
    $
    7,253
    
    
    $
    (6,449
    )
    
    $
    (166
    )
    
    $
    724
   3




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Steel Vault Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
 For the six months endedMarch 31,2009
    
    
    2008Cash flows from operating activitiesNet loss
    
    $
    (1,363
    )
    
    $
    (465
    )Adjustments to reconcile net loss to net cash used in operating activities:Share-based compensation
    
    
    454
    
    
    
    134Depreciation
    
    
    2
    
    
    
    Loss on marketable securities
    
    
    27
    
    
    
    Income from discontinued operations
    
    
    
    
    
    
    (269
    )Changes in operating assets and liabilities:Decrease in accounts receivable
    
    
    1
    
    
    
    1,291Decrease in inventories
    
    
    
    
    
    
    106Increase in other current assets
    
    
    (55
    )
    
    
    (97
    )Decrease in other assets
    
    
    
    
    
    
    6Increase (decrease) in accounts payable and accrued expenses and other
liabilities
    
    
    159
    
    
    
    (874
    )Net cash used in operating activities
    
    
    (775
    )
    
    
    (168
    )Cash flows from investing activitiesAcquisition costs, net of cash acquired
    
    
    (61
    )
    
    
    Purchase of fixed assets and software
    
    
    (59
    )
    
    
    Net cash provided by discontinued operations
    
    
    
    
    
    
    800Net cash (used in) provided by investing activities
    
    
    (120
    )
    
    
    800Cash flows from financing activitiesProceeds
from the issuance of long term notes
    
    
    190
    
    
    
    Issuance of common stock from option exercise
    
    
    8
    
    
    
    Other
    
    
    
    
    
    
    (5
    )Net cash provided by (used in) financing activities
    
    
    198
    
    
    
    (5
    )Net (decrease) increase in cash and cash equivalents
    
    
    (697
    )
    
    
    627Cash and cash equivalents  beginning of period
    
    
    1,256
    
    
    
    405Cash and cash equivalents  end of period
    
    $
    559
    
    
    $
    1,032Noncash:Retirement of treasury shares
    
    $
    452
    
    
    $
    Issuance of warrant in connection with debt financing
    
    $
    32
    
    
    $
    
   4




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Steel Vault Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
 1. Basis of Presentation
         5




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Steel Vault Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
    Accounting Policies
 Revenue Recognition
  Subscriber Acquisition Costs
  Fair Value Of Financial Instruments
    6




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Steel Vault Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
  
    
    Level 1Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or liabilities.
    
    Level 2Inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly, including quoted prices for
similar assets or liabilities in active markets; quoted prices for identical or similar
assets or liabilities in markets that are not active; inputs other than quoted prices
that are observable for the asset or liability (e.g., interest rates); and inputs that
are derived principally from or corroborated by observable market data by correlation
or other means.
    
    Level 3Inputs that are both significant to the fair value measurement and unobservable.
  Interim Disclosures about Fair
Value of Financial Instruments Disclosures about Fair Value of Financial Instruments Interim Financial Reporting,
 2. Principles of Consolidation
  3. Net Income (Loss) Per Common Share
   March 31,2009
    
    
    2008Outstanding stock options
    
    
    8,285
    
    
    
    3,975Warrants (exercisable at an average price of $0.54 per share)
    
    
    408
    
    
    
    300Totals
    
    
    8,693
    
    
    
    4,275
   7




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Steel Vault Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
 4. Acquisition
   Cash
    
    $
    15Accounts receivable
    
    
    4Equipment
    
    
    17Other assets
    
    
    27Goodwill
    
    
    538Current liabilities
    
    
    (131
    )Total
    
    $
    470
  Six MonthsEnded March 31,(In thousands, except per share amounts)
    
    2009Net operating revenue
    
    
    119Net loss from continuing operations attributable to common shareholder  basic
and diluted
    
    
    (1,410
    )Net loss from continuing operations per common share  basic and diluted
    
    
    (0.17
    )
  8




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Steel Vault Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
 5. Stock-Based Compensation
  WeightedWeighted
    
    
    AverageStock
    
    
    Average
    
    
    Contractual
    
    
    AggregateOptions
    
    
    Exercise Price
    
    
    Term
    
    
    Intrinsic ValueOutstanding October 1, 2008
    
    
    5,570
    
    
    $
    0.35
    
    
    
    4.5Granted
    
    
    2,743
    
    
    
    0.18
    
    
    
    9.7Exercised
    
    
    (50
    )
    
    
    0.18
    
    
    
    Forfeited or Expired
    
    
    (475
    )
    
    
    
    
    
    
    Outstanding at March 31, 2009
    
    
    7,788
    
    
    $
    0.28
    
    
    
    6.1
    
    
    $
    1,084
    *Exercisable at March 31, 2009
    
    
    6,203
    
    
    $
    0.30
    
    
    
    5.2
    
    
    $
    792
    *
 *
    
    The intrinsic value of a stock option is the amount by which the fair
value of the underlying stock exceeds the exercise price of the
option. The market value of the Companys stock was $0.39 at March 31,
2009 based upon its closing price on the OTC Bulletin Board.        9




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Steel Vault Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
     6. Financing Agreements
    7. Related Party Transactions
   10




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Steel Vault Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
     8. Income Taxes
      11




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Special Note Regarding Forward-Looking Statements
   
    
    our expectation that we will incur losses in the future;
    
    declines in consumer spending may reduce demand for our products;
    
    our failure to replace subscribers lost in the ordinary course of business may
negatively harm our results of operations;
    
    marketing laws and regulations can limit our ability and our clients ability to offer
products and services to consumers;
    
    the loss of our ability to purchase data from any of the three major credit reporting
repositories would decrease demand for our services;
    
    our competitors may market products that are more effective and less expensive than our
products;
    
    our ability to negotiate additional sources of long-term capital;
    
    our affiliates own a significant percentage of our capital stock, and they may make
decisions that you do not consider to be in the best interests of our stockholders;
    
    conflicts of interest may arise between Blue Moon and us that could be resolved in a
manner unfavorable to us;
    
    if penny stock rules are applicable to our securities, it may be more difficult for
investors to sell shares of our common stock, and the market price of our common stock may
be adversely affected; and
    
    compliance with changing regulations concerning corporate governance and public
disclosure may result in additional expenses.
  12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Business Description
  Recent Developments
   On May 11, 2009, NCRC entered into a Joint Marketing Agreement with First Advantage Membership Services, Inc.
(FAMS) pursuant to which we will market FAMSs consumer reports, credit reporting monitoring services and credit scores.
See the section entitled Other Information below for more information regarding this Joint Marketing Agreement. Results of Operations
  Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008
  Revenue
   13




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Cost of Revenue
  Sales and Marketing Expenses
  Selling, General and Administrative Expenses
  Six Months Ended March 31, 2009 Compared to Six Months Ended March 31, 2008
  Revenue
  Cost of Revenue
  Sales and Marketing Expenses
  General and Administrative Expenses
  Liquidity and Capital Resources
     14




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Recent Accounting Pronouncements
   Interim Disclosures about Fair
Value of Financial Instruments Disclosures about Fair Value of Financial Instruments Interim Financial Reporting,
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T. Controls and Procedures
 Disclosure Controls and Procedures
 Evaluation of Disclosure Controls
  15




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Objective of Controls.
 Conclusion
 Changes in Internal Control Over Financial Reporting
   16




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PART II OTHER INFORMATION
 
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 4. Submission of Matters to a Vote of Security Holders
   Name of Director
    
    For
    
    
    WithheldCharles E. Baker (election)
    
    
    6,705,360
    
    
    
    15,026William J. Caragol (ratification)
    
    
    6,705,360
    
    
    
    15,026Kevin H. McLaughlin (election)
    
    
    6,705,382
    
    
    
    15,004Michael E. Krawitz (ratification)
    
    
    6,705,382
    
    
    
    15,004
     
 Item 5. Other Information Joint Marketing Agreement On
May 11, 2009, NCRC entered into a Joint Marketing Agreement
(JMA) with FAMS, pursuant to which we will market
FAMSs consumer reports, credit reporting monitoring services and credit scores. The initial term of the JMA is two
years with automatic renewal for one year terms unless written notice of termination is provided 60 days before the end
of a term. FAMS can terminate the JMA if NCRC does not meet minimum purchase requirements. The foregoing description of the JMA does not purport to be complete and is qualified in its entirety by the JMA
that is filed as Exhibit 10.2 to this Quarterly Report. Board of Director Approval of Second Amended and Restated Bylaws (the Bylaws) On May 11, 2009, our Board of Directors unanimously approved amendments to, and restated, our Amended and Restated
Bylaws. The following amendments were made so that our Bylaws are consistent with our Amended and Restated Certificate
of Incorporation, as amended: (i) provide that special meetings may also be called by a majority of the outstanding shares of common stock; (ii) require that, if the date of the annual meeting is advanced by more than thirty days or delayed by more than
sixty days from the anniversary date of the preceding years annual meeting, notice by the stockholder to be timely
must be received not earlier than the ninetieth day prior to such annual meeting and not later than the close of
business on the later of (1) the sixtieth day prior to such annual meeting or (2) the tenth day following the date on
which notice of the date of the annual meeting is mailed or public disclosure thereof is made, whichever first occurs; (iii) require that stockholder nominations for directors at a special meeting called for that purpose must be made
not earlier than the ninetieth day prior to such special meeting and not later than the close of business on the later
of (x) the sixtieth day prior to such meeting or (y) the tenth day following the day on which notice of the date of the
special meeting is mailed or public disclosure thereof is made, whichever comes first; and (iv) clarify that, unless provided otherwise by the Amended and Restated Certificate of Incorporation, as amended,
or the Bylaws, all matters are decided by the holders of a majority in voting power of the shares present in person or
by proxy at the meeting and entitled to vote on the subject matter. The following additional amendments were also made to our Bylaws: (i) allow notice of meeting to be given in different forms; (ii) clarify that a stockholder who desires to submit a proposal must be the stockholder of record on the date of
the stockholders notice and on the record date for the determination of stockholders to vote at the annual or special
meeting and that the applicable stockholder proposal provisions in the Bylaws are the exclusive means for a stockholder
to submit business before a stockholders meeting; (iii) add information requirements regarding the stockholder submitting a proposals, including, the text of the
proposal or business, the name and address of the beneficial owner, if any, on whose behalf the proposal is made,
specific information regarding ownership of our shares, including any derivative instruments or short interest in our
securities, any rights to dividends on our shares, and any performance-related fees that the stockholder or beneficial
owner is entitled to based on an increase or decrease in the value of our securities; (iv) add information requirements regarding the candidate a stockholder is nominating for election of directors,
including, a complete resume, his or her compensation and other material monetary agreements during the past three
years, any material relationships between the stockholder or beneficial owner and their affiliates on the one hand and
the candidate and his or her affiliates on the other hand, and the information described in section (iii) immediately
preceding; (v) add advance notice requirements for a stockholder seeking to nominate a director as a result of an increase in
board size; (vi) clarify that voting at stockholders meetings may be by electronic transmission and that any vote not
required to be taken by written ballot or electronic transmission may be conducted in any manner approved by our board
of directors; (vii) permit our board of directors to set one record date for stockholders required to receive notice of a
stockholders meeting and a separate record date for stockholders who may vote at such meeting; (viii) provide that notice must be given to the directors if a meeting of the directors is adjourned and the time
or place of the adjourned meeting is not announced at the time of adjournment; (ix) add that directors may consent in writing by facsimile or other electronic transmission; (x) add provisions regarding the resignation, removal and vacancy procedures for committees of the board of
directors; (xi) provide that stock may be uncertificated and signatures on our stock certificates may be by facsimile; (xii) clarify that a dividend may be paid in cash, property or shares of our capital stock; (xiii) provide that we are not obligated to indemnify a director or officer in a proceeding instituted by such
person unless appropriate approval is obtained; (xiv) provide that any alteration, repeal or amendment to the indemnification provision of the Bylaws cannot
eliminate a right to indemnification that occurred before such change; (xv) repeal a provision requiring, for interested director transactions, the affirmative vote of at least
two-thirds of the votes entitled to be cast by holders of all the then outstanding voting stock, excluding stock owned
by the interested person; and (xvi) add a provision regarding our board of directors ability to authorize officers to enter into contracts. The Board of Directors also made certain technical and conforming amendments to the Bylaws. The foregoing
description of our Bylaws does not purport to be complete and is qualified in its entirety by the Bylaws filed as
Exhibit 3.2 to this Quarterly Report. Changes to Stockholder Nominations for Directors As a result of the amendment and restatement of our Bylaws, effective May 11, 2009, certain material changes to
the procedures by which our stockholders may recommend nominees to our board of directors occurred. For more
information, see the section entitled Board of Director Approval of Second Amended and Restated Bylaws above and
Exhibit 3.2 to this Quarterly Report. 
 Item 6. Exhibits
   17




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SIGNATURE
  Steel Vault CorporationBy:
    /s/ William J. CaragolWilliam J. CaragolChief Executive Officer, President and
Acting Chief Financial Officer
(Duly Authorized Officer)   18




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EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    *
    
    Amended and Restated Certificate of Incorporation dated April 21, 1997, as amended3.2
    *
    

Second
Amended and Restated By-Laws10.1
    *
    
    Steel Vault Corporation 2009 Stock Incentive Plan10.2
    *
    

Joint
Marketing Agreement, dated May 11, 2009, between National Credit
Report.com, LLC and First Advantage Membership Services, Inc.10.3
    
    
    Letter Agreement, dated February 13, 2009, by and between Steel Vault Corporation
and William J. Caragol (incorporated by reference to Exhibit 10.1 to the
registrants Quarterly Report on Form 10-Q filed with the SEC on February 17,
2009)10.4
    
    
    Secured Convertible Promissory Note, dated March 20, 2009, between Steel Vault
Corporation and Blue Moon Energy Partners LLC (incorporated by reference to
Exhibit 10.1 to the registrants Current Report on Form 8-K filed with the SEC on
March 24, 2009)10.5
    
    
    Security Agreement, dated March 20, 2009, between Steel Vault Corporation and
Blue Moon Energy Partners LLC (incorporated by reference to Exhibit 10.2 to the
registrants Current Report on Form 8-K filed with the SEC on March 24, 2009)10.6
    
    
    Warrant to Purchase Common Stock of Steel Vault Corporation, dated March 20,
2009, given to Blue Moon Energy Partners LLC (incorporated by reference to
Exhibit 10.3 to the registrants Current Report on Form 8-K filed with the SEC on
March 24, 2009)31.1
    *
    
    Certification by Chief Executive Officer of the registrant pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
    *
    
    Certification by Chief Financial Officer of the registrant Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    *
    
    Certification by Chief Executive Officer and Chief Financial Officer of the
registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 *
    
    Filed herewith.
    
    Confidential treatment has been requested with respect to
certain portions of this exhibit. Omitted portions have been filed
separately with the Securities and Exchange Commission.  19