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 July 31, 2003 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 Employer Identification 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 July 31, 2003, 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 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MONARCH SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
July 31, 2003
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(000's Omitted)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 432
Certificates of deposit 2,217
Accounts receivable, net 210
Marketable securities available
for sale 32
Inventory 176
Prepaid publishing expenses 91
Other prepaid expenses 77
Income taxes receivable 16
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TOTAL CURRENT ASSETS 3,251
PROPERTY AND EQUIPMENT
Leasehold improvements 367
Machinery, equipment, furniture and fixtures 482
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849
Less accumulated depreciation (583)
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266
Investment in Peerce's Plantation 3,041
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3,307
Trademarks - net 9
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TOTAL ASSETS $6,567
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 111
Accrued expenses 136
Deferred subscription revenues 1,568
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TOTAL CURRENT LIABILITIES 1,815
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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 978
Accumulated other comprehensive income (loss) (9)
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TOTAL STOCKHOLDERS' EQUITY 4,752
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $6,567
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See notes to Consolidated Financial Statements.
MONARCH SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
July 31,
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2003 2002
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(000's omitted, except per share data)
Net Sales - publishing $ 729 $ 689
Net Sales - retail 167 143
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896 832
Cost of goods sold - publishing 669 713
Cost of goods sold - retail 164 161
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833 874
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Gross profit (loss) from continuing
operations 63 (42)
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Selling, general and
administrative expenses 365 323
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Loss before other income and income taxes (302) (365)
Other income:
Investment and interest income 27 45
Other 0 4
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27 49
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Loss from continuing operations
before income tax benefit (275) (316)
Income tax (benefit) 0) (107)
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Loss from continuing operations (275) (209)
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Discontinued Operations:
Operating loss from "Adam" magazine
(net of income tax benefit of
($12 and $18) for the quarter
ended July 31, 2002 0 (22)
Gain on disposal of assets from "Girls
Life Living" food court (net of
income tax expense of $5 for the
quarter ended July 31, 2002 0 11
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Loss from discontinued operations 0 (11)
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Net loss $ (275) $ (220)
Net loss per common share -
basic and diluted:
Loss from continuing operations
per share $ (.17) $ (.13)
Loss from discontinued operations - (.01)
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Net loss per common share -
basic and diluted $ (.17) $ (.14)
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Weighted average number of shares
outstanding - basic and diluted 1,619,620 1,619,729
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See Notes to Consolidated Financial Statements.
MONARCH SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended
July 31,
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2003 2002
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(000's Omitted, except per share date)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (275) $ (220)
Adjustments to reconcile net loss ------ ------
to net cash used by operating
activities:
Depreciation and amortization 12 17
Increase/decrease in operating
assets and liabilities:
Accounts receivable, income
taxes receivable, inventory
prepaid expenses, accounts
payable, accrued expenses,
and deferred subscription
revenue 63 (235)
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Total cash used by operating activities (200) (438)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment,
intangible assets and improvements (265) (156)
Maturity/redemption of certificates
of deposit 373 1,505
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Total cash provided by investing
activities 108 1,349
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NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (92) 911
CASH AND CASH EQUIVALENTS (OVERDRAFT)
BEGINNING OF PERIOD 524 (121)
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CASH AND CASH EQUIVALENTS
END OF PERIOD $ 432 $ 790
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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., Adam Leaf and Bean, Inc., Peerce's
Plantation, LLC 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 2003. 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
July 31, 2003 are not necessarily indicative of the results that
may be expected for the fiscal year ending April 30, 2004. 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, 2003.
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 however the amount realized by the Company
may be less if a subscription service is used. 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 one issue during the first three
months of fiscal 2004 is set forth in the following table.
Distribution Channel Number of Magazines Distributed
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Newsstand Sales 60,000
Subscription Sales 305,000
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Total Paid Circulation 365,000
Complimentary Copies 1,000
The following table sets forth the average number of magazines sold
in the domestic and international markets for one issue during the
three months of fiscal 2004.
Geographic Distribution Number of Magazines Sold
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United States 301,000
International 4,000
NOTE B - ACCOUNTS RECEIVABLE
Accounts receivable consist of the following at July 31, 2003 (in
thousands).
Accounts receivable - publishing $ 258
Accounts receivable - retail 2
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Total accounts receivable 260
Less:
Allowance for doubtful accounts (50)
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$ 210
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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 July 31, 2003 is primarily related
to the Adam Leaf and Bean retail 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. Any net deferred tax assets as of July 31, 2003
have been eliminated through a valuation allowance.
NOTE E - DISCONTINUED OPERATIONS
DISCONTINUED PUBLICATION OF ADAM MAGAZINE
Effective with the June/July 2002 issue of "Adam" magazine 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):
Three Months Ended July 31,
2003 2002
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Net sales $ 0 $ 0
Loss from discontinued operations
(net of tax) 0 (22)
Estimated salary and other termination and exit costs were adjusted during
the quarter ended July 31, 2002 upon settlement of those obligations. This
adjustment (net of tax) resulted in $22,000 of expense to be recognized
during the quarter ended July 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 have been reclassified as
Discontinued Operations.
Net sales and loss from discontinued operations of "Girls Life Living" food
court are as follows (in thousands):
Three Months Ended July 31,
2003 2002
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Net sales $ 0 $ 8
Loss from discontinued operations
(net of tax) 0 0
Gain on disposal of assets
(net of tax) 0 11
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, a gain of $11,000 (net of tax) was
recognized during the quarter ended July 31, 2002.
NOTE F - STOCK-BASED COMPENSATION ARRANGEMENTS
The company applies APB Opinion No. 25 and related interpretations in
accounting for stock-based compensation arrangements. Accordingly, no
compensation expense has been recognized. For disclosure purposes,
pro-forma results have been determined based on the fair value method
consistent with SFAS No. 123, "Accounting for Stock-Based Compensation"
and SFAS No. 148 "Accounting for Stock-Based Compensation - Transition
and Disclosure". No stock-based employee compensation cost is reflected
in the consolidated statements of operations, as all options granted
under those plans had an exercise price at least equal to the market
value of the underlying common stock on the date of grant. The following
table illustrates the effect on net loss and net loss per share if the
Company had applied the fair value recognition provisions of SFAS
No. 123 "Accounting for Stock-Based Compensation", to stock-based
employee compensation for the two months ended July 31.
(In thousands, except per share data) 2004 2003
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Net loss, as reported $ (275) $ (220)
Less pro forma stock-based employee compensation
expense determined under fair value based
method, net of related tax effects (1) (27)
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Pro forma net loss $ (276) $ (247)
Net loss per share:
Basic - as reported $ (0.17) $ (0.14)
Basic - pro forma $ (0.17) $ (0.15)
Diluted - as reported $ (0.17) $ (0.14)
Diluted - pro forma $ (0.17) $ (0.15)
NOTE G - SEGMENT INFORMATION
The Company currently operates in three industry segments. The Company's
primary operations during the quarters ending July 31, 2003 and 2002
respectively, was the publication of "Girls' Life" magazine in the
publishing segment and "Adam Leaf and Bean" tobacco and coffee shop
in the retail segment.
Segment Information for the Quarter July 31, 2003
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(in thousands)
Publishing Retail Restaurant Other Total
Revenues from external customers $ 729 $ 167 $ - $ - $ 896
Intersegment revenues - - - - -
Interest Income - - - 27 27
Depreciation and amortization 3 3 - 6 12
Segment profit (loss) before tax (23) (8) (64) (180) (275)
Expenditures for segment assets 1 0 262 2 265
Segment Information for the Quarter July 31, 2002
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(in thousands)
Publishing Retail Restaurant Other Total
Revenues from external customers $ 689 $ 143 $ - $ - $ 832
Intersegment revenues - - - - -
Interest Income - - - 49 49
Depreciation and amortization 7 3 - 7 17
Segment profit (loss) before tax (90) (26) (16) (184) (316)
Expenditures for segment assets 3 5 148 0 156
RECENT ACCOUNTING ANNOUNCEMENTS
ACCOUNTING FOR STOCK-BASED COMPENSATION: In December 2002, the Financial
Accounting Standards Board issued Statement of Accounting Standards ("SFAS")
No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure", which provides guidance on how to transition from the
intrinsic value method of accounting for stock-based employee compensation
under APB 25 to SFAS 123's fair value method of accounting, if a company
so elects.
ITEM 2. MONARCH SERVICES, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For purposes of this discussion references to fiscal 2004 are to the
the quarter ending July 31, 2003, and references to fiscal 2003 are
to the quarter ending July 31, 2002.
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, 2003 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, 2003 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.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
These consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States. Application
of these principles requires management to make estimates, assumptions,
and judgments that affect the amounts reported in the financial statements
and accompanying notes. These estimates, assumptions, and judgments are
based on information available as of the date of the financial statements;
accordingly, as this information changes, the financial statements could
reflect different estimates, assumptions, and judgments. Certain policies
inherently have a greater reliance on the use of estimates, assumptions,
and judgments and as such have a greater possibility of producing results
that could be materially different than originally reported. We believe
the most critical accounting policies relate to revenue recognition
associated with subscription sales. We currently recognize income on
its magazine subscriptions over the expected life of the subscription.
Costs incurred to attract new subscribers are expensed as incurred.
PEERCE'S PLANTATION
Renovation of Peerce's Plantation 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 second quarter of fiscal 2004. Additional
difficulties with the renovations including additional structural damage,
permitting issues, weather related delays or other issues could result in
additional delays in our expected opening date. 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. As of
July 31, 2003, we have capitalized $923,000 in improvements and $127,000
in equipment for Peerce's Plantation. We have charged $64,000 to expense
in the first quarter of fiscal 2004. Any additional delays in opening
Peerce's Plantation will have an additional negative effect on our
results of operations.
ANNUAL MEETING
The 2003 Annual Meeting of Stockholders is currently scheduled to be
held at 10 A.M. on October 21, 2003, at Peerce's Plantation, 12460
Dulaney Valley Road, Phoenix, Maryland 21131.
RESULTS OF OPERATIONS
We have two operating subsidiaries. Girls' Life, Inc., publishes a
magazine and Adam Leaf and Bean, Inc. sells tobacco and related
products on a retail basis.
RESULTS FOR THE FIRST QUARTER OF FISCAL YEAR 2004 AND 2003
The revenues of Girls' Life, Inc. are seasonal in nature. Girls' Life
magazine is published six times per year. Our typical publication
schedule results in the accrual of revenues and expenses for one
issue in the first and third quarters of the fiscal year and the
accrual of revenues and expenses for two issues in the second and
fourth quarters of the fiscal year. Expenses related to a specific
issue are included on the consolidated statements of operations in
the quarter in which the revenues for that issue are reported. The
publication schedule for Girls' Life is subject to revision without
notice.
Publishing sales of Girls' Life increased $40,000, or 6%, to $729,000
in the first quarter of fiscal 2004 from the first quarter of fiscal 2003.
The net increase in sales relates primarily to an increase in revenue from
newsstand sales offset by a decrease in subscription, third party
editorial services and advertising. Subscription revenue decreased by
$2,000 to $321,000 in the first quarter of fiscal 2004 compared to the
first quarter of fiscal 2003. The decline in subscription revenue is
attributable to lower remittances from subscription agencies. Girl's
Life uses subscription agencies to expand its 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 $22,000, or 11%, to $174,000 in the
first quarter of fiscal 2004 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 current economic
conditions in the United States. Newsstand revenue increased by $62,000, or
137%, to $107,000 in the first quarter of fiscal 2004 from the prior comparable
period. The increase in newsstand revenue is attributable to increased
numbers of Girls' Life magazine being sold on the newsstand due to the
addition of additional major chain retailers and also due to higher
efficiencies by the newsstand distributors. Revenue from editorial
services to third parties decreased by $22,000, or 17%, to $109,000
in the first quarter of fiscal 2004 from the prior comparable period.
Sales of the retail operations, Adam Leaf and Bean tobacco and coffee
shop, increased by $24,000 or 17%, to $167,000 in the first quarter of
fiscal 2004 from the prior comparable period. Cigar sales increased
$40,000, or 40%, to $138,000 in the first quarter of fiscal 2004 from
the first quarter of fiscal 2003. Adam Leaf and Bean sales have increased
each quarter since opening; however; this trend may not continue in future
periods.
Combined total sales for publishing and the one retail operation increased
$64,000, or 8%, to $896,000 in the first quarter of fiscal 2004 from the
first quarter of fiscal 2003.
Total cost of goods sold, as a percent of total sales was 93% in the first
quarter of fiscal 2004 compared to 105% in the first quarter of fiscal 2003.
Cost of goods sold for publishing, as a percent of sales was 92% in the
first quarter of fiscal 2004 compared to 103% in the first quarter of
fiscal 2003. The percentage decrease in the cost of goods sold for
publishing was primarily attributable to lower salary costs and lower postage
costs associated with direct mail promotions. Furthermore, some fixed costs
associated with magazine production are incurred regardless of the
number of issues that are produced and sold during the quarter. Since
we only recognize revenue from one issue in the first quarter, these
fixed costs inflate our cost of goods sold percentage for the first quarter
as compared to quarters in which we recognize revenue from two issues.
Cost of goods sold for the retail sales, as a percent of sales was 98% in
the first quarter of fiscal 2004 compared to 113% in the first quarter of
fiscal 2003.
Cost of goods sold includes certain direct overhead costs that are fixed
and do not fluctuate as a result of the sales volume. Certain other costs
are not fixed and do fluctuate with the sales volume. As sales increase,
we expect the fixed costs to decrease as a percentage of sales.
Selling, general and administrative expenses as a percentage of sales were 41%
for the first quarter of fiscal 2004 compared to 39% in the prior comparable
period. The increase for the first quarter of fiscal 2004 was primarily due
to the additional costs associated with Peerce's Plantation. All costs
associated with Peerce's Plantation have been classified as selling, general
and administrative expenses for the first quarter of fiscal 2004. These costs
which include salaries for the general manager, chef and director of catering,
were $34,000 for the three months ended July 31, 2003. Promotional expenses
for Girls' Life magazine increased $16,000, or 232%, for the first quarter of
fiscal 2004 compared to the prior comparable period. Although these expenses
are recognized in the current period, they may benefit future periods. We
expect to continue our strategy of promoting Girls' Life Magazine, Peerce's
Plantation and Adam Leaf and Bean in future periods.
Revenues and costs associated with "Adam" magazine and "Girl's Life Living"
food court have been reclassified as discontinued operations for the first
quarter of fiscal 2003.
Other income decreased $22,000 in the first quarter of fiscal 2004 compared
to the first quarter of fiscal 2003. 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 July 31, 2004, the Company has cash and cash equivalents of approximately
$432,000 a decrease of $92,000 from the amount at April 30, 2003. The net
decrease resulted primarily from the reduction of certificates of deposits
offset by the purchase of equipment and improvements. The Company's cash
and cash equivalents are subject to variation based upon the timing of
receipts and the payment of payables.
At July 31, 2004 the Company has $2.2 million in certificates of deposit
with a stated maturity dates of November 20, 2006. To date, the Company
has had immediate access to these funds without incurring a penalty or
reduction in interest rate.
At July 31, 2003, the Company estimates that the additional cost needs
to complete the renovation of Peerce's Plantation and commence
operations will be in the range of $300,000 to $350,000.
At July 31, 2003, 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 the 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
ITEMS 1 THROUGH 5
NONE / NOT APPLICABLE
ITEM 6. EXHIBITS AND REPORTS FOR FORM 8-K
(a) Exhibits
Number Description
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31.1 CEO Certification under Rule 13a-14(a)/15d-14(a)
31.2 CFO Certification under Rule 13a-14(a)/15d-14(a)
32.1 CEO Certification of SEC compliance
32.2 CFO Certification of SEC compliance
(b) Reports on Form 8-K
No reports have been file on Form 8-K during this
quarter.
In accordance with the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MONARCH SERVICES, INC.
Date September 15, 2003 By: /s/ Jackson Y. Dott
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Chief Executive Officer
Date September 15, 2003 /s/ Marshall Chadwell
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Marshall Chadwell, Controller
Chief Financial Officer
(Principal Accounting and
Financial Officer)