UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR QUARTER ENDED October 31, 2002 COMMISSION FILE NO. 0-8512
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MONARCH SERVICES, INC.
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(Exact name of small business issuer as specified in its charter)
Maryland 52-1073628
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(State or other jurisdiction of (IRS EmployerIdentification No.)
incorporation)
4517 Harford Road, Baltimore, Maryland 21214
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 410-254-9200
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Not applicable
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Former name, former address and former fiscal year, if changed since last
report.
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
YES [ X ] NO [ ]
As of October 31, 2002, the number of shares outstanding of the issuer's
common stock was 1,619,620 shares.
Transitional Small Business Issue Format (check one):
YES [ ] NO [ X ]
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MONARCH SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
October 31, 2002
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(000's Omitted)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 649
Certificates of deposit 2,922
Accounts receivable, net 366
Marketable securities available
for sale 32
Inventory 248
Prepaid expenses 164
Income taxes receivable 529
-----
TOTAL CURRENT ASSETS 4,910
PROPERTY AND EQUIPMENT
Leasehold improvements 362
Machinery, equipment, furniture and fixtures 518
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880
Less accumulated depreciation (605)
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275
Buildings and other assets held for sale 136
Investment in Girls' Life Plantation 2,350
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TOTAL PROPERTY AND EQUIPMENT 2,761
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Trademarks - net 10
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TOTAL ASSETS $7,681
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 304
Accrued expenses 61
Deferred subscription revenues 1,525
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TOTAL CURRENT LIABILITIES 1,890
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DEFERRED INCOME TAXES 230
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STOCKHOLDERS' EQUITY
Common Stock - par value $.001 per share:
Authorized - 10,000,000 shares;
shares outstanding 1,619,620 2
Capital surplus 3,781
Retained earnings 1,793
Accumulated other comprehensive income (loss) (15)
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TOTAL STOCKHOLDERS' EQUITY 5,561
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,681
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See notes to Consolidated Financial Statements.
MONARCH SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended
October 31, October 31,
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2002 2001 2002 2001
---- ---- ---- ----
(000's omitted, except per share data)
Net sales - publishing $ 1,191 $ 1,439 $ 1,880 $ 2,179
Net sales - retail 163 0 306 0
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1,354 1,439 2,186 2,179
Cost of goods sold - publishing 1,054 946 1,767 1,460
Cost of goods sold - retail 207 0 368 0
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1,261 946 2,135 1,460
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Gross profit from continuing
operations 93 493 51 719
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Selling, general and administrative
expenses 513 415 843 838
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Income (loss) before other income
and income taxes (420) 78 (792) (119)
Other income:
Investment and interest income 33 77 78 192
Other 1 1 5 2
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34 78 83 194
------------------------------------
Income (loss) from continuing operations
before income tax benefit (386) 156 (709) 75
Income tax (benefit) expense (131) 53 (240) 26
------------------------------------
Loss from continuing operations (255) 103 (469) 49
------------------------------------
Discontinued Operations:
Operating loss from "Adam" magazine
(net of income tax benefit of $0
and $7) for the quarters ended
October 31, 2002 and 2001 respectively
and (net of income tax benefit of
$12 and $20) for the six months
ended October 31, 2002 and 2001
respectively 0 (21) (22) (69)
Operating loss from "Girls' Life
Living" food court (net of income
tax benefit of $6 and $14) for the
quarter ended July 31, 2001 and for
the six months ended October 31, 2001 0 (20) 0 (48)
Gain on disposal of assets from
"Girls Life Living" food court
(net of income tax expense of
$5) for the six months ended
October 31, 2002 0 0 11 0
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Loss from discontinued operations 0 (41) (11) (117)
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Net Income (loss) $ (255) $ 62 $(480) $ (68)
Net loss per common share
basic and diluted:
Loss from continuing operations
per share $ (0.16) 0.06 (0.29) 0.03
Loss from discontinued operations 0 (0.02) (0.01) (0.07)
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Net loss per common share -
basic and diluted $ (0.16) 0.04 (0.30) (0.04)
------------------------------------
Weighted average number of
shares outstanding - basic 1,619,620 1,619,820 1,619,620 1,619,820
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Weighted average number of shares
outstanding - diluted 1,619,620 1,619,820 1,619,620 1,619,820
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See Notes to Consolidated Financial Statements.
MONARCH SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
October 31,
-------------------
2002 2001
----- ----
(000's Omitted)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (480) $ (68)
Adjustments to reconcile net loss ------ ------
to net cash used by operating
activities:
Depreciation and amortization 32 50
Increase/decrease in operating
assets and liabilities:
Accounts receivable, income
taxes receivable, inventory,
prepaid expenses, accounts
payable, accrued expenses,
and deferred subscription
revenue (186) (182)
------ ------
Total cash used by operating activities (634) (200)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment,
intangible assets and improvements (343) (2,217)
Maturity/redemption of certificates
of deposit 1,747 1,532
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Total cash provided (used) by
investing activities 1,404 (685)
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NET INCREASE (DECREASE)IN CASH AND CASH
EQUIVALENTS 770 (885)
CASH AND CASH EQUIVALENTS (OVERDRAFT)
BEGINNING OF PERIOD (121) 1,122
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CASH AND CASH EQUIVALENTS
END OF PERIOD $ 649 $ 237
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See Notes to Consolidated Financial Statements.
MONARCH SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
include Monarch Services, Inc., "Monarch" and its wholly-owned
active subsidiaries, Girls' Life, Inc., Girls Life.com and Adam
Leaf and Bean, Inc. and the discontinued operations of "Adam"
magazine and "Girls' Life Living" (collectively referred to herein
as the "Company"). The unaudited consolidated financial statements
have been prepared in accordance with the instructions to Form 10-QSB
and do not include all of the information and disclosures required
by accounting principles generally accepted in the United States
of America for complete financial statements. Certain reclassifications
have been made to amounts previously reported to conform with the
classifications made in 2002. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. All material
intercompany balances between Monarch and its subsidiaries have been
eliminated in consolidation. Operating results for the three months
ending October 31, 2002 and the six months ending October 31, 2002
are not necessarily indicative of the results that may be expected
for the fiscal year ending April 30, 2003. There has been no
significant change to the Company's accounting policies as disclosed
in the annual report. For further information, reference should be
made to the financial statements and notes included in the Company's
annual report on Form 10-KSB for the fiscal year ended April 30, 2002.
Girls' Life magazine subscriptions are sold through traditional
sources such as direct-mail solicitation, insert cards and
subscription agents. The magazine is also sold on newsstands and
subscriptions can be obtained or renewed through the Internet on
the Girls' Life website www.girlslife.com. Newsstand copies are
distributed nationally and internationally by Warner Publisher
Services, Ingram Periodicals Inc., and Worldwide Media Services,
Inc.
The subscription price of a one year Girls' Life subscription is
between $14.95 and $17.85. The suggested newsstand price of a
single issue of Girls' Life in the United States is $3.50.
The average number of magazines sold for two issues during the
six months of fiscal year 2003 is set forth in the following
table.
Distribution Channel Number of Magazines Distributed
-------------------- -------------------------------
Newsstand Sales 45,000
Subscription Sales 313,000
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Total Paid Circulation 358,000
Complimentary Copies 1,000
The following table sets forth the average number of magazines sold
in the domestic and international markets for two issues during the
six months of fiscal year 2003.
Geographic Distribution Number of Magazines Sold
----------------------- ------------------------
United States 309,000
International 4,000
NOTE B - ACCOUNTS RECEIVABLE
Accounts receivable consist of the following at October 31, 2002 (in
thousands).
Accounts receivable - publishing $ 415
Accounts receivable - retail 1
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Total accounts receivable 416
Less:
Allowance for doubtful accounts (50)
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$ 366
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NOTE C - INVENTORIES
The Company values inventories at the lower of average cost (first-in,
first -out) or market. Inventory at October 31, 2002 is primarily related
to the Adam Leaf and Bean operation.
NOTE D - INCOME TAXES
As a result of the Job Creation and Worker Assistance Act of 2002 ("2002
Act") that was signed by President Bush in March 2002, entities with net
operating losses arising in tax years ending in 2001 and 2002 are allowed
to carryback those losses for five years. Prior to the 2002 Act, loss
carrybacks were only permitted for two years. The Company has only
recorded tax benefits to the extent carryback claims are available, and
has not recorded any tax benefit associated with the future realization
of operating losses.
NOTE E - DISCONTINUED OPERATIONS
DISCONTINUED PUBLICATION OF ADAM MAGAZINE
Effective with the June/July 2002 issue of "Adam" magazine that went on
sale in May 2002, the Company terminated the publication of Adam Magazine.
All sales and costs associated with Adam Magazine have been reclassified
as Discontinued Operations.
Net sales and loss from discontinued operation of "Adam" magazine are as
follows (in thousands):
Six Months Ended October 31,
2002 2001
--------------------------
Net sales $ 0 $ 0
Loss from discontinued operations
(net of tax) (22) (69)
Estimated salary and other termination and exit costs were adjusted during
the six months ended October 31, 2002 upon settlement of those obligations.
This adjustment (net of tax) resulted in $22,000 of expense to be recognized
during the six months ended October 31, 2002.
DISCONTINUED OPERATIONS OF GIRLS LIFE LIVING
Effective July 2002, "Girls Life Living" food court was closed. All sales
and costs associated with Girls Life Living has been reclassified as
Discontinued Operations.
Net sales and loss from discontinued operations of "Girls Life Living" food
court are as follows (in thousands):
Six Months Ended October 31,
2002 2001
--------------------------
Net sales $ 8 $ 0
Loss from discontinued operations
(net of tax) 0 (48)
Gain on disposal of assets
(net of tax) 11 0
Based upon information available at the time, the Company estimated a loss on
the disposal of certain assets of $91,000 as of April 30, 2002. Upon actual
disposition of the assets, an adjustment to the accrued loss resulted in a
gain of $11,000 (net of tax) to be recognized during the six months ended
October 31, 2002.
ITEM 2. MONARCH SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For purposes of this discussion references to fiscal 2003 are to the quarter
and the six months ending October 31, 2002, and references to fiscal 2002 are
to the quarter and six months ending October 31, 2001.
CERTAIN CAUTIONARY INFORMATION
In connection with the Private Securities Litigation Reform Act of 1995
(the "Litigation Reform Act"), we are hereby disclosing certain cautionary
information to be used in connection with written materials (including this
Report on Form 10-QSB) and oral statements made by or on behalf of our
employees and representatives that may contain forward-looking statements
within the meaning of the Litigation Reform Act. Such statements consist
of any statement other than a recitation of historical fact and can be
identified by the use of forward-looking terminology such as may, expect,
will, anticipate, estimate or continue or the negative thereof or other
variations thereon or comparable terminology. You are cautioned that all
forward-looking statements are necessarily speculative and there are numerous
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in such forward-looking statements. The
discussion contained in our Annual Report on Form 10-KSB for the fiscal year
ended April 30, 2002 and incorporated herein by reference highlights some of
the more important risks we have identified, but should not be assumed to
be the only factors that could affect future performance. Included in these
risks are our new business lines, history of losses, our fluctuations in
operating results, competition and other risks set forth herein and in our
annual report on Form 10-KSB for the fiscal year ended April 30, 2002 and
in other reports we have filed. You are cautioned that we do not have a
policy of updating or revising forward-looking statements and thus you
should not assume that our silence over time means that actual events
are bearing out as estimated in such forward-looking statements.
CRITICAL ACCOUNTING POLICIES
We prepare our financial statements in conformity with accounting
principles generally accepted in the United States of America, which
require the use of management's estimates. We believe that the most
critical accounting policies relate to revenue recognition.
PEERCE'S PLANTATION GL
Renovation of Peerce's Plantation GL began in the spring of 2002.
Structural damage in certain parts of the restaurant building were
more extensive than we originally believed and have delayed our
opening. We currently expect that the restaurant will open in the
fourth quarter of fiscal 2003. Additional difficulties with the
renovations including additional structural damage, permitting
issues or other issues could result in additional delays in our
expected opening date. The restaurant and bar will maintain the
same original configuration but some areas are being expanded to
improve the flow of customers through the restaurant and bar areas.
We have hired a general manager and executive chef to operate the
restaurant and bar. A director of catering has also been hired to
coordinate catered affairs. Restaurant and catering menues are based
on traditional Maryland fare with a European flavor and prices for
entrees and other items are being set to be competetive in the upscale
restaurant market place. As of October 31, 2002, we have capitalized
$359,000 in improvements for Peerce's Plantation GL.
RESULTS OF OPERATIONS
We have two operating subsidiaries. Girls' Life, Inc., publishes a
magazine and Adam Leaf and Bean, Inc. sells tobacco, coffee and
related products on a retail basis.
RESULTS FOR THE SECOND QUARTER OF FISCAL YEAR 2003 AND 2002
The revenues of Girls' Life, Inc. are seasonal in nature. Girls' Life magazine
is published six times per year. The Company's typical publication schedule
usually results in the accrual of revenues for one issue in the first and third
quarters of the fiscal year and the accrual of revenues for two issues in the
second and fourth quarters of the fiscal year. The publication schedule is
subject to revision without notice. There is one issue of Girls' Life magazine
in the second quarter of fiscal years 2003 and 2002. There is two issues of
Girls' Life magazine in the six months of fiscal years 2003 and 2002.
Publishing sales of Girls' Life decreased $248,000 or 17% in the second
quarter of fiscal 2003 from the second quarter of fiscal 2002. The net
decrease in sales relates primarily to a decrease in subscription, advertising
and newsstand revenue as partially offset by an increase in revenue from
editorial services from third parties. Subscription revenue decreased by
$96,000, or 13%, to $630,000 in the second quarter of fiscal 2003 from the
prior comparable period. The decline in subscription revenue is attributable
to lower remittances from subscription agencies. We have noticed a trend
toward lower subscription remittances from our subscription agencies caused,
we believe, by the strong competitive position of the limited number of
agencies in the market. We expect this trend to continue. We use subscription
agencies to expand our subscription base for Girls' Life Magazine. Revenue
from subscriptions sold through subscription agencies is less than the revenue
received from subscriptions sold directly to the customer. Advertising revenue
decreased by $174,000, or 34%, to $505,000 in the second quarter of fiscal
2003 from the prior comparable period. Management believes that advertising
revenue is still adversely affected by an industry-wide decline in the demand
for advertising due to the current economic slowdown in the United States.
Newsstand revenue decreased by $33,000, or 27%, to $91,000 in the second
quarter of fiscal 2003 from the prior comparable period. Revenue from
editorial services to third parties increased by $36,000 in the second
quarter of fiscal 2003 from the prior comparable period.
Sales of the retail operations, Adam Leaf and Bean tobacco and coffee shop,
were $163,000 for the second quarter of fiscal 2003. There were no retail
sales for the second quarter of fiscal 2002. Total sales for publishing and
the one retail operation decreased $85,000, or 6%, in the second quarter of
fiscal 2003.
Total cost of goods sold, as a percent of total sales was 93% in the second
quarter of fiscal 2003 compared to 66% in the second quarter of fiscal 2002.
Cost of goods sold for publishing, as a percent of sales was 88% in the
second quarter of fiscal 2003 compared to 66% in the second quarter of fiscal
2002. The percentage increase in the cost of goods sold for publishing was
primarily attributable to increased costs in connection with our book
publishing efforts, cost of direct mail promotion and printing costs
associated with third party editorial services.
Cost of goods sold for the retail sales, as a percent of sales was 127% in
the second quarter of fiscal 2003. There were no retail sales or costs in
the second quarter of fiscal 2002. Adam Leaf and Bean is still considered
to be in its start-up stage. Sales for Adam Leaf and Bean were $98,000 for
the quarter ended April 30, 2002, $143,000 for the quarter ended July 31,
2002 and $163,00 for the quarter ended October 31, 2002.
Cost of goods sold includes certain direct overhead costs that are fixed
and do not flucuate as a result of the sales volume. Certain other costs
are not fixed and do flucuate with the sales volume. As sales increase,
the fixed costs decrease as a percentage of sales.
Selling, general and administrative expenses as a percentage of sales were 38%
for the second quarter of fiscal 2003 compared to 29% in the prior comparable
period. The increase for the second quarter of fiscal 2003 was primarily due
to the additional selling, general and administrative costs associated with
Adam Leaf and Bean. There were no selling, general and administrative expenses
for Adam Leaf and Bean in the second quarter of fiscal 2002. Also costs
associated with Peerce's Plantation GL have been classified as selling, general
and administrative expenses for the second quarter of fiscal 2003. These costs
include salaries for the general manager, chef and director of catering were
$48,000 for the three months ended October 31, 2002. Promotional expenses
for Girls' Life magazine increased $116,000, or 120 %, for the second quarter
of fiscal 2003 compared to the prior comparable period. Although these
expenses are taken in the current period, they are intended to benefit
future periods. We expect to continue our strategy of promoting Girls' Life
Magazine in future periods.
There were no revenues and costs associated with Adam magazine and Girl's Life
Living food court for the second quarter of fiscal 2003.
Other income decreased $44,000 in the second quarter of fiscal 2003 compared
to the second quarter of fiscal 2002. The decrease was primarily due to the
decrease in interest income due to a lower interest rate environment and
decreased cash balances.
RESULTS FOR THE FIRST SIX MONTHS OF FISCAL YEAR 2003 AND 2002
Publishing sales of Girls' Life decreased $299,000, or 14%, during the six
months of fiscal 2003 from the six months of fiscal 2002. The net decrease
in sales relates primarily to a decrease in subscription and advertising
revenue as partially offset by an increase in newsstand revenue and revenue
from editorial services from third parties. Subscription revenue decreased
by $149,000, or 14%, to $953,000 in the first six months of fiscal 2003 from
the prior comparable period. The decline in subscription revenue is
attributable to lower remittances from subscription agencies. Girl's Life
uses subscription agencies to expand their subscription base. Revenue from
subscriptions sold through subscription agencies is less than the revenue
received from subscriptions sold directly to the customer. Advertising revenue
decreased by $190,000, or 26%, to $528,000 in the first six months of fiscal
2003 from the prior comparable period. Management believes that advertising
revenue is still adversely affected by an industry-wide decline in the demand
for advertising due to the current economic slowdown in the United States.
Newsstand revenue increased by $34,000, or 33%, to $136,000 in the first six
months of fiscal 2003 from the prior comparable period. Revenue from editorial
services to third parties increased by $57,000 in the first six months of
fiscal 2003 from the prior comparable period.
Sales of the retail operations, Adam Leaf and Bean tobacco and coffee shop,
were $306,000 for the first six months of fiscal 2003. There were no retail
sales for the first six months of fiscal 2002. Total sales for publishing and
the one retail operation increased $7,000 in the first six months of fiscal
2003.
Total cost of goods sold, as a percent of total sales was 98% in the first six
months of fiscal 2003 compared to 67% in the first six months of fiscal 2002.
Cost of goods sold for publishing, as a percent of sales was 94% in the first
six months of fiscal 2003 compared to 67% in the first six months of fiscal
2002. The percentage increase in the cost of goods sold for publishing was
primarily attributable to increased costs in connection with our book
publishing efforts, costs of direct mail promotion and printing costs
associated with third party editorial services.
Cost of goods sold for the retail sales, as a percent of sales was 120% in
the first six months of fiscal 2003. There were no retail sales or costs in
the first six months of fiscal 2002. Adam Leaf and Bean is still considered
to be in its start-up stage.
Cost of goods sold includes certain direct overhead costs that are fixed and
do not flucuate as a result of the sales volume. Certain other costs are not
fixed and do flucuate with the sales volume. As sales increase, the fixed
costs decrease as a percentage of sales.
Selling, general and administrative expenses as a percentage of sales were 39%
for the first six months of fiscal 2003 compared to 38% in the prior comparable
period. The increase for the first six months of fiscal 2003 was primarily due
to the additional selling, general and administrative costs associated with
Adam Leaf and Bean. There were no selling, general and administrative expenses
for Adam Leaf and Bean in the first six months of fiscal 2002. Also additional
direct and indirect costs associated with Peerce's Plantation GL have been
classified as selling, general and administrative expenses for the first six
months of fiscal 2003. Promotional expenses for Girls' Life magazine increased
$118,000, or 118 %, for the first six months of fiscal 2003 compared to the
prior comparable period. Although these expenses are taken in the current
period, they are intended to benefit future periods. We expect to continue
our strategy of promoting Girls' Life Magazine in future periods.
Revenues and costs associated with Adam magazine and Girls' Life Living food
court have been reclassified as discontinued operations for the six months of
fiscal 2003.
Other income decreased $111,000 in the first six months of fiscal 2003 compared
to the first six months of fiscal 2002. The decrease was primarily due to the
decrease in interest income due to a lower interest rate environment and
decreased cash balances.
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2002, the Company has cash and cash equivalents of
approximately $649,000 a increase of $770,000 from the amount at
April 30, 2002. The increase resulted primarily from the reduction
of certificates of deposit. The Company's cash and cash equivalents
are subject to variation based upon the timing of receipts and the
payment of payables.
At October 31, 2002, the Company has $2,922,000 in certificates of deposit
with maturity dates of less than three months.
At Ocotber 31, 2002, the Company estimates that the additional cost
needs to complete the renovation of Peerce's Plantation GL and commence
operations will be in the range of $400,000 to $500,000.
At October 31, 2002, the Company has no debt with third party lenders.
ITEM 3. CONTROLS AND PROCEDURES
Based on an evaluation of the Company's disclosure controls and procedures as
of a date within 90 days prior to theiling date of this quarterly report,
each of the chief executive officer and the chief financial officer of the
Company has concluded that the Company's disclosure controls and procedures
are effective.
There were no significant changes in the Company's internal controls or in any
other factors which could significantly affect those controls subsequent to the
date of the most recent evaluation of the Company's internal controls,
including any corrective actions with regard to any significant deficiencies
or material weaknesses.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The 2002 Annual Meeting of Stockholders was held at 10:00 a.m. on October 22,
2002, at the Center Club, Legg Mason Building, 100 Light Street, Baltimore,
Maryland.
Results of the proposal for the election of Jackson Y. Dott and Helen Delich
Bentley as Class II Directors of the Company to serve until the 2005 annual
meeting of stockholders and until their successors are elected and qualified.
A. Jackson Y. Dott Votes In Favor Votes Withheld
1,258,313 312,720
B. Helen Delich Bentley Votes In Favor Votes Withheld
1,258,313 312,720
Results of the proposal to ratify Stegman & Company, as independent
auditors of the Company for the fiscal year ending April 30, 2003.
Votes For Votes Against Votes Abstaining
1,263,859 290,407 16,767
ITEMS 1 THROUGH 3 AND 5
NONE / NOT APPLICABLE
ITEM 6. EXHIBITS AND REPORTS FOR FORM 8-K
(a) Exhibits
Number Description
------ -----------
21. Subsidiaries of the Registrant
99. CEO and CFO Certification of SEC compliance
(b) Reports on Form 8-K
No reports have been filed on Form 8-K during this
quarter.
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Date December 16, 2002 BY: /s/ Jackson Y. Dott
----------------- -------------------------------
Chief Executive Officer
Date December 16, 2002 /s/ Marshall Chadwell
----------------- -------------------------------
Marshall Chadwell, Controller
Chief Financial Officer
(Principal Accounting and
Financial Officer)
CERTIFICATIONS
I, Jackson Y. Dott, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Monarch Services,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ JACKSON Y. DOTT
Jackson Y. Dott
President
Date: December 16, 2002
CERTIFICATIONS
I, Marshall Chadwell, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Monarch Services,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ MARSHALL CHADWELL
Marshall Chadwell
Chief Financial Officer
Date: December 16, 2002
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