UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR QUARTER ENDED October 31, 2006 COMMISSION FILE NO. 000-8512
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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 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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
YES [ ] NO [ X ]
As of December 15, 2006, 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 SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
October 31, 2006
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(000's Omitted)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 20
Certificates of deposit 65
Other prepaid expenses 25
Note receivable 900
Other current assets 26
Assets held for sale 3,062
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TOTAL CURRENT ASSETS 4,098
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PROPERTY AND EQUIPMENT
Machinery, equipment, furniture and fixtures 119
Leasehold improvements 324
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443
Less accumulated depreciation (385)
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TOTAL PROPERTY AND EQUIPMENT - NET 58
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TOTAL ASSETS $4,156
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 211
Loan payable - related party 100
Income tax payable 98
Accrued expenses 95
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TOTAL CURRENT LIABILITIES 504
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 deficit (131)
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TOTAL STOCKHOLDERS' EQUITY 3,652
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $4,156
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See notes to Consolidated Financial Statements.
MONARCH SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended
October 31, October 31,
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2006 2005 2006 2005
---- ---- ---- ----
(000's omitted, except per share data)
Net sales $ 0 $ 0 $ 0 $ 0
Cost of goods sold 0 0 0 0
-----------------------------------
Gross profit (loss) from continuing
operations 0 0 0 0
Selling, general and administrative
expenses 176 148 347 324
-----------------------------------
Loss before other income
and income taxes (176) (148) (347) (324)
Other income:
Investment and interest income 12 6 16 17
Gain on disposal of assets from
"Monarch Services, Inc." (net
of income tax benefit of $0
for the three months and six
months ended October 31, 2006,
respectively 20 0 20 0
-----------------------------------
Loss from continuing operations
before income tax benefit (144) (142) (311) (307)
Income tax (benefit) expense 0 0 0 0
-----------------------------------
Net loss from
continuing operations (144) (142) (311) (307)
-----------------------------------
Discontinued Operations:
Operating loss from "Peerce's
Plantation" (net of income tax
of $0 and $0) for the three
months and six months ended
October 31, 2006 and 2005,
respectively (7) (133) (42) (207)
Operating loss from "Girls' Life"
(net of income tax of $0 and $0)
for the three months and six months
ended October 31, 2006 and 2005,
respectively (8) 77 (89) (79)
Gain on sale of Girls' Life magazine
(net of income tax expense of
$98 for the three months and
six months ended October 31,
2006, respectively 2,363 0 2,363 0
Gain on disposal of assets from
"Peerce's Plantation" (net of
income tax benefit of $0 and
$0) for the three months and
six months ended October 31,
2006, respectively 10 0 10 0
-----------------------------------
Gain (loss)from discontinued operations 2,358 (56) 2,242 (286)
-----------------------------------
Net Income (loss) $ 2,214 $(198) $ 1,931 $(593)
Other comprehensive income
net of tax 0 0 0 0
-----------------------------------
Comprehensive Income (loss) $ 2,214 $(198) $ 1,931 $(593)
===================================
Net loss per common share
basic and diluted:
Loss from continuing operations
per share $ (0.09) (0.09) (0.19) (0.19)
Gain (loss) from discontinued operations 1.46 (.03) 1.38 (.18)
-----------------------------------
Net Gain (loss) per common share -
basic and diluted $ 1.37 (0.12) 1.19 (0.37)
-----------------------------------
Dividends per share $ .00 .00 .00 .00
-----------------------------------
Weighted average number of shares
outstanding - basic and diluted 1,619,620 1,619,620 1,619,620 1,619,620
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See Notes to Consolidated Financial Statements.
MONARCH SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
October 31,
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2006 2005
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(000's Omitted, except per share data)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $ 1,931 $ (593)
Adjustments to reconcile net income
(loss) to net cash used by operating
activities:
Depreciation and amortization 30 75
Loss on sale of marketable securities
available for sale 8 0
Gain on sale of assets (2,383) 0
Increase/decrease in operating
assets and liabilities:
Accounts receivable,
inventory, prepaid expenses,
accounts payable, accrued
expenses and deferred
subscription revenue (73) (77)
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Total cash provided (used) by operating
activities (487) (595)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment,
intangible assets and improvements (2) (22)
Maturity/redemption of certificates
of deposit 0 527
Proceeds from sale of marketable
securities available for sale 39 0
Proceeds from disposal of Monarch
and Peerce's Plantation assets 42 0
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Total cash provided by
investing activities 79 505
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CASH FLOWS FROM FINANCING ACTIVITIES:
None 0 0
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NET DECREASE IN CASH AND CASH
EQUIVALENTS (408) (90)
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD 493 112
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CASH AND CASH EQUIVALENTS
END OF PERIOD $ 85 $ 22
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See Notes to Consolidated Financial Statements.
MONARCH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include Monarch
Services, Inc. ("Monarch"), the discontinued operations of Girls' Life, Inc.
which was sold on August 18, 2006 to Girls' Life Acquisition Corporation and
the discontinued operations of Peerce's Plantation GL, LLC which was closed
permanently on June 27, 2006 (collectively referred to herein as the "Company")
Girls' Life and Peerce's Plantation sales for the three months and six months
ending October 31, 2006 and 2005, have been reclassified as Discontinued
Operations.
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 current classifications. 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, 2006 and the six
months ending October 31, 2006 are not necessarily indicative of the results
that may be expected for the fiscal year ending April 30, 2007. 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, 2006.
Publishing Business
Prior to August 18, 2006, the discontinued subsidiary Girls' Life, Inc.,
published a bi-monthly magazine for young girls ages ten to fifteen. On August
18, 2006, Girls' Life, Inc. entered into an Asset Purchase Agreement pursuant
to which it sold the magazine publishing business. See Note J, SUBSEQUENT
EVENT.
Girls' Life magazine was published by Girls' Life, Inc. six times per year.
Normally two issues were published in the second and fourth calendar quarters
and one issue was published in each of the first and third calendar quarters.
Girls' Life magazine subscriptions were sold through traditional sources
such as direct-mail solicitation, insert cards and subscription agents.
The magazine was also sold on newsstands, and subscriptions could be
obtained or renewed through the internet on the Girls' Life website located
at (www.girlslife.com). Newsstand copies were distributed nationally and
internationally.
The subscription price of a one-year Girls' Life subscription was between
$14.95 and $19.95; however, the amount realized by the Company was a small
portion of this amount if a subscription service was used. The suggested
newsstand price of a single issue of Girls' Life in the United States
was $3.50. Girls' Life also derived revenue from external and advertising
services.
Magazines mailed to the individual subscriber or to Girls' Life newsstand
distributors were not returned to Girls' Life. If a subscriber canceled a
subscription, the subscriber was reimbursed for the balance of unshipped
magazines for the subscription period on a pro-rated basis. Magazines
shipped to Girls' Life newsstand distributors which were not sold on the
newsstand were destroyed by the newsstand distributors.
The average number of magazines sold for three issues during the first six
months of fiscal year 2007 and fiscal year 2006 are set forth in the following
table.
Distribution Channel Number of Magazines Distributed
-------------------- -------------------------------
2007 2006
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Newsstand Sales 61,000 69,000
Subscription Sales 299,000 281,000
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Total Paid Circulation 360,000 350,000
Complementary Copies 1,000 1,000
The following table sets forth the average number of magazines sold in
domestic and international markets during the first six months of fiscal
year 2007 and fiscal year 2006.
Geographic Distribution Number of Subscription Magazines Sold
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2007 2006
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United States 297,000 279,000
International 2,000 2,000
The magazine was generally protected by registered trademarks and copyrights
in the United States and foreign countries to the extent that such protection
was available.
Discontinued Retail Business In Fiscal Year 2007
In June 2001, we purchased three adjoining parcels of real estate located
in Baltimore County, Maryland for approximately $2 million in cash. The
acquisition included "Peerce's Plantation", a 350 seat fine dining restaurant,
catering facility and bar with liquor license, off premise sales, an adjoining
6,000 square-foot house and 14.74 acres with a horse stable zoned for
residential development. Renovations of Peerce's Plantation began in the spring
of 2002 and were completed in September 2003. The restaurant and bar opened for
business on September 26, 2003.
Peerce's Plantation had incurred losses in each quarter since its opening and
had never been profitable. Because the Company did not expect that Peerce's
Plantation would add to the Company's profitability in the future, management
determined that Peerce's Plantation restaurant, bar and catering business was
no longer viable. As a result of those losses and management's beliefs as to
its future prospects, we closed Peerce's Plantation permanently on June 27,
2006. All sales and costs associated with Peerce's restaurant have been
reclassified as Discontinued Operations for the three months and six months
ending October 31, 2006 and October 31, 2005, respectively.
NOTE B - ACCOUNTS RECEIVABLE
None
NOTE C - INVENTORIES
None
NOTE D - PREPAID PUBLISHING EXPENSES
None
NOTE E - INCOME TAXES
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.
The Company recorded an estimated income tax liability in the amount of
approximately $98,000 due to the sale of Girls' Life, Inc. magazine on
August 18, 2006 to Girls' Life Acquisition Corporation.
NOTE F - DISCONTINUED OPERATIONS
Effective June 27, 2006, "Peerce's Plantation Restaurant" was closed. All
sales and costs associated with Peerce's restaurant have been reclassified
as Discontinued Operations for the three months and six months ending October
31, 2006 and the three months and six months ending October 31, 2005,
respectively.
Net sales and losses from discontinued operations of "Peerce's Plantation
Restaurant" are as follows (in thousands):
Three Months Ended October 31,
2006 2005
------------------------------
Net sales $ 0 $ 296
Loss from discontinued operations (7) (133)
Gain on disposal of assets 10 0
Six Months Ended October 31,
2006 2005
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Net sales $ 197 $ 677
Loss from discontinued operations (42) (207)
Gain on disposal of assets 10 0
Effective August 18, 2006, "Girls' Life" magazine was sold. All sales and
costs associated with Girls' Life magazine have been reclassified as
Discontinued Operations for the three months and six months ending October
31, 2006 and the three months and six months ending October 31, 2005,
respectively.
Net sales and losses from discontinued operations of "Girls' Life magazine"
are as follows (in thousands):
Three Months Ended October 31,
2006 2005
------------------------------
Net sales $ 398 $ 1,302
Gain (loss) from discontinued operations (8) 77
Gain on disposal of assets 2,363 0
Six Months Ended October 31,
2006 2005
-----------------------------
Net sales $ 964 $ 1,892
Loss from discontinued operations (89) (79)
Gain on disposal of assets 2,363 0
NOTE G - STOCK-BASED COMPENSATION ARRANGEMENTS
STOCK-BASED COMPENSATION ARRANGEMENTS: The Company applied 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 table below
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 six
months ended October 31, 2006. All stock options were cancelled during the
fiscal year ended April 30, 2006.
In December 2004, the FASB issued SFAS No. 123R (as amended) which replaces
SFAS No. 123 and supersedes APB No. 25. SFAS No. 123R requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the financial statements based on their fair values starting with
the next fiscal year that begins after December 15, 2005. The pro forma
disclosures previously permitted under SFAS No. 123 are longer an alternative
to financial statement recognition. The Company was required to adopt SFAS No.
123R beginning May 1, 2006. The adoption of SFAS No. 123R did not have a
material impact on its consolidated results of operations and earnings per
share.
Six Months
Ended October 31,
2006
------------------------------------------------------------------------
(In thousands, except per share data)
Net loss, as reported $ (443)
Less proforma stock-based employee compensation
expense determined under fair value based
method, net of related tax effects 0
-------
Pro forma net loss $ (443)
=======
Net loss per share:
Basic - as reported $ (0.27)
Basic - pro forma $ (0.27)
Diluted - as reported $ (0.27)
Diluted - pro forma $ (0.27)
NOTE H - MARKETABLE SECURITIES
None
NOTE I - SEGMENT INFORMATION
With the closing of "Peerce's Plantation Restaurant" on June 27, 2006 and
the sale of "Girls' Life Magazine" on August 18, 2006, as of October 31,
2006, the Company did not operate in any industry segment.
Our primary operations during the three months and six months ending July
31, 2005 was the publication of "Girls' Life" magazine in the publishing
segment and Peerce's Plantation restaurant, bar and catering facility in
the restaurant segment. All sales and costs for Girls' Life and Peerce's
Plantation have been classified as Discontinued Operations for the three
months and six months ending October 31, 2006 and 2005, respectively.
NOTE J - SUBSEQUENT EVENT
On August 18, 2006, Girls' Life, Inc. ("Girls' Life"), a wholly-owned subsid-
iary of the Company, sold the assets owned by Girls' Life used in connection
with the business of publishing, promoting and distributing Girls' Life
magazine (the "Magazine") to Girls' Life Acquisition Corporation ("Buyer"),
pursuant to an Asset Purchase Agreement dated August 18, 2006 by and among
Girls' Life, Buyer and Monarch. The Buyer is owned by Karen Bokram, the
CEO of the Buyer who has run Girls' Life's business since the Magazine's
inception.
The purchase price for the assets was $900,000 plus the assumption of accounts
payable of Girls' Life of approximately $500,000, in addition, the buyer has
assumed the obligation to publish Girls Life as a result, Buyer will recognize
deferred subscription revenue of $1,443,000. The $900,000 was paid by the
delivery of a promissory note to Girls' Life (the "Note"), which provides for
the accrual of interest at a rate of six percent (6%) per annum for a period
of 90 days, at which time the principal and all accrued interest under the
Note was to become due and payable. The Note is secured by a pledge of 100%
of the capital stock of the Buyer (the "Pledged Shares") pursuant to a pledge
agreement.
On November 28, 2006, the Company received $315,090 from the Buyer as partial
payment of the note which included $15,090 in accrued interest. Also, on
November 28, 2006, the Company and Girls' Life entered into a modification
agreement with the Buyer, which among other things, extended the maturity date
of the Note until August 16, 2007. The $600,000 remaining balance of the note
as of November 28, 2006 and accrued interest through August 16, 2007 will be
paid to the Company on August 16, 2007. Pursuant to the Modification Agreement,
the Buyer executed a Security Agreement, pursuant to which it granted Girls'
Life a security interest in the Buyer's assets to secure payment under the
Note. Karen Bokram also executed a Guaranty Agreement in favor of Girl's Life
to guarantee payment under the note. In connection with the execution of the
Modification Agreement, Girls' Life entered into a Subordination Agreement
with M&T Bank, a lender to the Buyer, pursuant to which Girl's Life agreed to
subordinate its remedies under the Note, the Pledge Agreement, the Security
Agreement and the Guaranty Agreement until August 16, 2007. The Board of
Directors of Monarch Services, Inc., decided it was in the best interests
of the Company to enter into the modification agreement.
Monarch intends to use any proceeds it receives from Girl's Life in respect
to the asset sale to pay off its existing debt.
ITEM 2. MONARCH SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CERTAIN CAUTIONARY INFORMATION
This Report on Form 10-QSB contains forward-looking statements. Forward-
looking statements include, among other things, statements concerning
sales growth in the publishing and restaurant segments, expenditures related
to
increased or decreased costs of materials, and estimated expenditures for
possible new product lines or business opportunities. In some cases, forward-
looking statements can be identified by terminology such as "may," "will,"
"could," "should," "expects'", "plans," "anticipates," "believes," "estimates,"
"projects," "predicts," "potential," or "continue" or the negative of these
terms or other similar terminology. There are various factors that could
cause actual results to differ materially from those suggested by the forward-
looking statements; accordingly, there can be no assurance that such indicated
results will be realized. These factors are discussed elsewhere herein and
in our annual report on Form 10-KSB for the fiscal year ended April 30, 2006
and in other reports filed by us from time to time with the Securities and
Exchange Commission.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition are based upon our
consolidated financial statements which have been prepared in accordance with
US generally accepted accounting principles. The preparation of these
financial statements required us to make estimates and judgments that affect
the reported amounts of income from newsstand sales. On an on-going basis we
evaluate our estimates for each quarter of our fiscal year and for our fiscal
year end. These estimates, assumptions, and judgments were based on informa-
tion available as of the date of the financial statements; accordingly, as
that information changed, the financial statements could reflect different
estimates, assumptions and judgments. We believe that our most important
accounting policies related to revenue associated with the discontinued
Girls' Life segment of our business. Actual results could have differed
from those estimates, assumptions and judgments.
Revenue Recognition
Newsstand revenues in the publishing segment were estimated based on
information supplied to us by the Girls' Life newsstand distributor and from
actual cash payments received. We based our estimates on reports supplied
to us by the Girls' Life newsstand distributors and from actual cash revenues
received during the fiscal year. Those estimates, assumptions, and judgments
were based on information available as of August 17, 2006, the date of the
sale of Girls' Life to Girls' Life Acquisition Corporation; accordingly,
as that information changed, the financial statements could reflect
different estimates, assumptions, and judgments.
The following discussion should be read in conjunction with the financial
statements and the notes thereto in Item I of this report and the "Liquidity
and Sources of Capital" section of Item 6 and Note N to our consolidated
financial statements contained in Item 7 of Part II of our annual report
on Form 10-KSB for the fiscal year ended April 30, 2006.
For the three months and six months ending October 31, 2006 and October 31,
2005, we had two operating subsidiaries. The discontinued "Girls' Life, Inc."
published a magazine, and the discontinued "Peerce's Plantation GL, LLC"
operated a restaurant, catering facility and bar open to the general public.
Peerce's Plantation began doing business in the quarter ended October 31,
2003. Peerce's Plantation Restaurant was closed effective June 27, 2006.
Despite some success in attracting the target market, Peerce's Plantation
was unable to generate significant or steadily increasing revenues since
its opening. Because the Company did not expect that Peerce's Plantation
would add to the Company's profitability in the future, management determined
that Peerce's Plantation restaurant, bar and catering business was no longer
viable. As a result, Peerce's Plantation was closed.
The revenues of Girls' Life, Inc. were seasonal in nature. Girls' Life
magazine was published six times per year. The typical publication schedule
usually resulted 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
was subject to revision without notice. There were six issues of Girls' Life
magazine in each of the fiscal year 2006 and fiscal year 2005. Newsstand
revenue and Cost of Goods Sold for the six issues of Girls' Life magazine
sold on the newsstand for fiscal years 2006 and 2005 were estimated based
on information furnished to us by the Girls' Life distribution agent which
distributed Girls' Life newsstand copies nationally and internationally.
We made adjustments quarterly and annually to the actual revenues based on
cash payments actually received, less fees and expenses deducted by the
Girls' Life distribution agent. Final adjustments with respect to an issue
of Girls' Life were generally completed within six months of the appearance
of such issue on newsstands.
As a result of the sale of Girl's Life magazine to Girls' Life Acquisition
Corporation and the closing of Peerce's Plantation, all sales and expenses
for the three months and six months ending October 31, 2006 and the three
months and six months ending October 31, 2005, have been reclassified as
discontinued operations.
RESULTS FOR THE SECOND QUARTER OF FISCAL YEAR 2007 AND 2006
Due to the closing of Peerce's Plantation and the sale of Girls' Life, Inc.
to Girls Life Acquisition Corporation, all sales and expenses for both segments
of the business for the quarter ending October 31, 2006 and 2005, respect-
ively, were reclassified as discontinued operations. Only income and expenses
of Monarch Services, Inc. (corporate overhead) have been shown in the financial
statements under the category of continuing operations.
Selling, general and administrative expenses for corporate overhead increased
by approximately $28,000 for the second quarter of fiscal year 2007 compared
to the second quarter of fiscal year 2006. Selling, general and administrative
expenses for corporate overhead was $176,000 in second quarter of fiscal year
2007 compared to $148,000 in the second quarter of fiscal year 2006. The
increase in selling, general and administrative expenses was primarily due
to a increase in utilities, taxes, insurance and maintenance expenses due to
the closing of Peerce's Plantation. Since the closing of Peerce's Plantation,
Monarch Services, Inc. has absorbed all the costs associated with the rest-
aurant.
Other income increased $6,000 for the second quarter of fiscal year 2007
compared to the second quarter of fiscal year 2006. The increase was primarily
due to the accrued interest on the Note Receivable from Girls' Life Acquisition
Corporation, offset by a decrease in interest income due to decreased cash
balances.
RESULTS FOR THE FIRST SIX MONTHS OF FISCAL YEAR 2007 AND 2006
Due to the closing of Peerce's Plantation and the sale of Girls' Life, Inc.
to Girls Life Acquisition Corporation, all sales and expenses for both segments
of the business for the six months ending October 31, 2006 and 2005, respect-
ively were reclassified as discontinued operations. Only income and expenses
of Monarch Services, Inc. (corporate overhead) have been shown in the financial
statements under the category of continuing operations.
Selling, general and administrative expenses for corporate overhead increased
by approximately $23,000 for the first six months of fiscal year 2007 compared
to the first six months of fiscal year 2006. Selling, general and admin-
istrative expenses for corporate overhead was $347,000 in the first six
months of fiscal year 2007 compared to $324,000 in the first six months
of fiscal year 2006. The increase in selling, general and administrative
expenses was primarily due to a increase in utilities, taxes, insurance and
maintenance expenses due to the closing of Peerce's Plantation. Since the
closing of Peerce's Plantation, Monarch Services, Inc. has absorbed all the
costs associated with the restaurant.
Other income decreased $1,000 for the first six months of fiscal year 2007
compared to the first six months of fiscal year 2006. The decrease was
primarily due to a decrease in interest income due to decreased cash balances.
LIQUIDITY AND CAPITAL RESOURCES
The Company has incurred significant losses from continuing operations in
each of the last five years and for the first six months of fiscal year 2007.
These losses have resulted in negative operating cashflow since 2002. If
the Company continues to experience losses at rates similar to historic loss
rates, the Company's current balance of current assets could be depleted in
fiscal year 2007 and our ability to continue as a going concern through fiscal
2007 would be in doubt. Management is currently attempting to sell the 6,000
square foot luxury home zoned for residential use and sell the land consisting
of 14.74 acres currently zoned residential to raise additional funds in the
current operating fiscal year. Peerce's Plantation restaurant was closed on
June 27, 2006, and management is currently attempting to sell or lease the
restaurant. As discussed above, Girls' Life sold the magazine publishing
business on August 18, 2006, and partial proceeds of $315,090 from the sale
were received on November 28, 2006. If we are unable to sell these properties
at reasonable prices or cannot find profitable uses for them, or if we do
not receive the balance of the proceeds from the sale of the magazine
publishing business, then we may have to cease operations and liquidate our
assets or declare bankruptcy. At October 31, 2006, the Company had cash and
cash equivalents of approximately $20,000, a decrease of $141,000 from the
amount at April 30, 2006.
At October 31, 2006, the Company had $65,000 in certificates of deposit with
a stated maturity date of November 26, 2006. To date, the Company has had
immediate access to these funds without incurring a penalty or a reduction
in the interest rate.
At October 31, 2006, the Company had a loan payable in the amount of $100,000.
The loan was made to the Company by Ester Dott, wife of A. Eric Dott, the
chairman of Monarch Services, Inc. The loan has no interest and was to be
repaid by October 31, 2006. Payment of the loan has been extended.
ITEM 3. CONTROLS AND PROCEDURES
Disclosure Controls
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our reports filed under the
Securities and Exchange Act of 1934 with the Securities and Exchange
Commission, such as this annual report, is recorded, processed, summarized
and reported within the time periods specified in those rules and forms,
and that such information is accumulated and communicated to our management
team, including the Chief Executive Officer ("CEO") and the Chief Financial
Officer ("CFO"), to allow for timely decisions regarding required disclosure.
A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. These inherent limitations
include the realities that judgments in decision-making can be faulty,
and that breakdowns can occur because of simple error or mistake. Addit-
ionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override
of the control. The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions; over time, controls
may become inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate.
An evaluation of the effectiveness of these disclosures were carried out
as of October 31, 2006 under the supervision and with the participation of
our management team, including the CEO and CFO. Based on that evaluation,
our management team, including the CEO and CFO, has concluded that our
disclosure controls and procedures are effective.
Changes in Internal Controls
During the first six months of our fiscal year ended April 30, 2007, there
was no change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
PART II. OTHER INFORMATION
ITEMS 1 THROUGH 5
NONE / NOT APPLICABLE
Item 4. Submission of Matters to a Vote of Security Holders.
The 2006 Annual Meeting of Stockholders was held at 10:00 a.m. on October 25,
2006, at Monarch Services, Inc., 4517 Harford Road, Baltimore, Maryland 21214.
Results of the proposal for the election of A. Eric Dott and Trent Walklett as
Class III Directors of the Company to serve until the 2009 annual meeting of
stockholders and until their successors are elected and qualified.
Votes For Votes Withheld Abstained
--------- -------------- ---------
A. Eric Dott and Trent Walklett 1,244,344 138,973 25
Directors continuing in office after meeting:
David F. Gonano is serving as a Class I Director of the Company until the
2007 annual meeting of stockholders and until his successor is duly elected
and qualified.
Jackson Y. Dott is serving as a Class II Director of the Company until
the 2008 annual meeting of stockholders and until his successor is duly
elected and qualified.
Results of the proposal to ratify Stegman & Company as independent auditors
of the Company for the fiscal year ending April 30, 2007.
Votes For Votes Against Votes Abstained
--------- ------------- ----------------
1,441,241 11,010 1,000
Item 5. OTHER INFORMATION
The Company has made no changes to the procedures by
which security holders may recommend nominees to the
Company's Board of Directors since the Company last
provided disclosure regarding such procedures.
ITEM 6. EXHIBITS
Exhibits
Number Description
------ -----------
3(a)(1) The Company's Articles of Incorporation dated
September 22, 2000 (incorporated by reference
to Exhibit 3A.1 to the Company's Form 8-K filed
December 28, 2000).
3(a)(2) The Company's Articles Supplementary dated
December 21, 2000 (incorporated by reference
to Exhibit 3A.2 to the Company's 8-K filed
December 29, 2000).
3(b) The Company's by-laws dated July 25, 2001
(incorporated by reference to Exhibit 3 to
the Company's Form 10-KSB for the fiscal year
ended April 30, 2001).
10(a) Lease Agreement dated July 2, 1973 between the
Company as Lessee and A. Eric Dott and Esther J.
Dott as lessors (incorporated by reference to
Exhibit 10(a) to the Company's Form 10-KSB for
the fiscal year ended April 30, 1995).
10(b) Lease renewal and Amendment of Lease Agreement
dated July 1, 1983 between the Company and A.
Eric Dott and Esther J. Dott, renewing and
amending terms of the Lease Agreement in
Exhibit 10(a) (incorporated by reference to
Exhibit 10(b) to the Company's Form 10-KSB
for the fiscal year ended April 30, 1995).
10(c) Lease renewal and Amendment of Lease Agreement
dated July 1, 1997 between the Company and A. Eric
Dott and Esther J. Dott, renewing and amending
terms of the Lease Agreement in Exhibit 10(a)
(incorporated by reference to Exhibit 10(b) to
the Company's Form 10-QSB for the quarter ended
October 31, 1998).
10(d) Monarch Services, Inc. Omnibus Stock Plan (incorporated
by reference to Ex. 4 to the Company's Form S-8
(file no. 333-31536) as filed with the Securities
and Exchange Commission on March 2, 2000).
10(e) Asset Purchase Agreement dated August 18, 2006
(incorporated by reference to Exhibit 2.1 of the
Company's Form 8-K filed on August 23, 2006).
10(f) Non-Negotiable Secured Promissory Note of Girls'
Life Acquisition Corporation (incorporated by
reference to Exhibit 10.1 of the Company's Form
8-K/A filed on December 7, 2006, amending the
Form 8-K filed on August 23, 2006).
10(g) Stock Pledge Agreement between Karen Bokram and
Girls' Life, Inc. (incorporated by reference to
Exhibit 10.2 of the Company's Form 8-K/A filed on
December 7, 2006, amending the Form 8-K filed on
August 23, 2006).
10(h) Modification Agreement by and among the Company,
TNK, Inc. (f/k/a Girls' Life, Inc.), Girls' Life
Acquisition Corporation and Karen Bokram dated
November 28, 2006 (incorporated by reference to
Exhibit 2.1 of the Company's Form 8-k/A filed on
December 7, 2006, amending the Form 8-K filed on
December 4, 2006).
10(i) Security Agreement between TNK, Inc. (f/k/a Girls'
Life, Inc.) and Girls Life Acquisition Corporation
(incorporated by reference to Exhibit 10.1 of the
Company's Form 8-K/A filed on December 7, 2006,
amending the Form 8-K filed on December 4, 2006).
10(j) Guaranty Agreement between TNK, Inc. and Karen
Bokram (incorporated by reference to Exhibit 10.2
of the Company's Form 8-K/A filed on December 7,
2006, amending the Form 8-K filed on December 4,
2006).
10(k) Subordination Agreement between TNK, Inc. and
Manufacturers Traders Trust Company (incorporated
by reference to Exhibit 10.3 of the Company's 8-K/A
filed on December 7, 2006, amending the Form 8-K
filed on December 4, 2006).
31.1 Certificate of the Company's CEO required by
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certificate of the Company's CEO required by
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certificate of the Company's CEO required by
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certificate of the Company's CFO required by
Section 906 of the Sarbanes-Oxley Act of 2002.
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 December 15, 2006 By: /s/ Jackson Y. Dott
----------------- -------------------------------
Chief Executive Officer
Date December 15, 2006 /s/ Marshall Chadwell
----------------- -------------------------------
Marshall Chadwell, Controller
Chief Financial Officer
(Principal Accounting and
Financial Officer)
EXHIBIT INDEX
Number Description
------ -----------
3(a)(1) The Company's Articles of Incorporation dated
September 22, 2000 (incorporated by reference
to Exhibit 3A.1 to the Company's Form 8-K filed
December 28, 2000).
3(a)(2) The Company's Articles Supplementary dated
December 21, 2000 (incorporated by reference
to Exhibit 3A.2 to the Company's 8-K filed
December 29, 2000).
3(b) The Company's by-laws dated July 25, 2001
(incorporated by reference to Exhibit 3 to
the Company's Form 10-KSB for the fiscal year
ended April 30, 2001).
10(a) Lease Agreement dated July 2, 1973 between the
Company as Lessee and A. Eric Dott and Esther J.
Dott as lessors (incorporated by reference to
Exhibit 10(a) to the Company's Form 10-KSB for
the fiscal year ended April 30, 1995).
10(b) Lease renewal and Amendment of Lease Agreement
dated July 1, 1983 between the Company and A.
Eric Dott and Esther J. Dott, renewing and
amending terms of the Lease Agreement in
Exhibit 10(a) (incorporated by reference to
Exhibit 10(b) to the Company's Form 10-KSB
for the fiscal year ended April 30, 1995).
10(c) Lease renewal and Amendment of Lease Agreement
dated July 1, 1997 between the Company and A. Eric
Dott and Esther J. Dott, renewing and amending
terms of the Lease Agreement in Exhibit 10(a)
(incorporated by reference to Exhibit 10(b) to
the Company's Form 10-QSB for the quarter ended
October 31, 1998).
10(d) Monarch Services, Inc. Omnibus Stock Plan (incorporated
by reference to Ex. 4 to the Company's Form S-8
(file no. 333-31536) as filed with the Securities
and Exchange Commission on March 2, 2000).
10(e) Asset Purchase Agreement dated August 18, 2006
(incorporated by reference to Exhibit 2.1 of the
Company's Form 8-K filed on August 23, 2006).
10(f) Non-Negotiable Secured Promissory Note of Girls'
Life Acquisition Corporation (incorporated by
reference to Exhibit 10.1 of the Company's Form
8-K/A filed on December 7, 2006, amending the
Form 8-K filed on August 23, 2006).
10(g) Stock Pledge Agreement between Karen Bokram and
Girls' Life, Inc. (incorporated by reference to
Exhibit 10.2 of the Company's Form 8-K/A filed on
December 7, 2006, amending the Form 8-K filed on
August 23, 2006).
10(h) Modification Agreement by and among the Company,
TNK, Inc. (f/k/a Girls' Life, Inc.), Girls' Life
Acquisition Corporation and Karen Bokram dated
November 28, 2006 (incorporated by reference to
Exhibit 2.1 of the Company's Form 8-k/A filed on
December 7, 2006, amending the Form 8-K filed on
December 4, 2006).
10(i) Security Agreement between TNK, Inc. (f/k/a Girls'
Life, Inc.) and Girls Life Acquisition Corporation
(incorporated by reference to Exhibit 10.1 of the
Company's Form 8-K/A filed on December 7, 2006,
amending the Form 8-K filed on December 4, 2006).
10(j) Guaranty Agreement between TNK, Inc. and Karen
Bokram (incorporated by reference to Exhibit 10.2
of the Company's Form 8-K/A filed on December 7,
2006, amending the Form 8-K filed on December 4,
2006).
10(k) Subordination Agreement between TNK, Inc. and
Manufacturers Traders Trust Company (incorporated
by reference to Exhibit 10.3 of the Company's 8-K/A
filed on December 7, 2006, amending the Form 8-K
filed on December 4, 2006).
31.1 Certificate of the Company's CEO required by
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certificate of the Company's CFO required by
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certificate of the Company's CEO required by
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certificate of the Company's CFO required by
Section 906 of the Sarbanes-Oxley Act of 2002.