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Monarch Services Inc – ‘10KSB40’ for 4/30/99

On: Thursday, 7/29/99 · For: 4/30/99 · Accession #: 202685-99-11 · File #: 0-08512

  As Of                Filer                Filing    For·On·As Docs:Size

 7/29/99  Monarch Services Inc              10KSB40     4/30/99    2:65K

Annual Report — Small Business — [x] Reg. S-B Item 405 — Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB40     Annual Report -- Small Business -- [x] Reg. S-B       32    122K 
                          Item 405                                               
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K

10KSB40 — Annual Report — Small Business — [x] Reg. S-B Item 405
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Cautionary Information Certain Relationships and Related Transactions Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Description of Business DESCRIPTION OF BUSINESS (Continued) DESCRIPTION OF PROPERTY The Company leases property at the following locations for the following purposes: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Executive Compensation Financial Statements FINANCIAL STATEMENTS (Continued) Management's Discussion and Analysis or Plan of Operation Market for Common Equity and Related Stockholder Matters Security Ownership of Certain Beneficial Owners and Management Submission of Matters to A Vote of Security-Holders Year 2000 Issue
1	1st Page - Filing Submission
2	Item 1. Description of Business
3	Item 1. DESCRIPTION OF BUSINESS (Continued)
5	Item 2. DESCRIPTION OF PROPERTY The Company leases property at the following locations for the following purposes:
"	Item 4. Submission of Matters to A Vote of Security-Holders
6	Item 5. Market for Common Equity and Related Stockholder Matters
7	Item 5A. Certain Cautionary Information
11	Item 6. Management's Discussion and Analysis or Plan of Operation
13	Year 2000 Issue
15	Item 7. Financial Statements
16	Item 7. FINANCIAL STATEMENTS (Continued)
28	Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"	Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
"	Item 10. Executive Compensation
"	Item 11. Security Ownership of Certain Beneficial Owners and Management
"	Item 12. Certain Relationships and Related Transactions

10KSB40 1st Page of 32 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITES AND EXCHANGE COMMISSION   
WASHINGTON, D.C. 20549      
----------------------      
FORM 10-KSB       
Annual Report Pursuant to Section 13 or 15(d) of      
the Securities Exchange Act of 1934       

For the fiscal year ended    April 30, 1999  Commission File No. 0-8512         
----------------------      
MONARCH SERVICES, INC.
(Name of small business issuer in its charter)    

DELAWARE                410-254-9200           52-1073628 
(State or other jurisdiction   (Issuer's telephone    (I.R.S. Employer          
of incorporation or         number, including    Identification No.)    
organization)               area code)                            

4517 Harford Road                       21214 
  Baltimore, Maryland                   (Zip code)
(Address of principal executive offices)                            

Securities registered pursuant to Section 12(g) of the Act:         
Common Stock, $.25 par value          
(Title of each class)           

      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
twelve  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 [  ]                                               

      Check  if  disclosure  of delinquent filers in response  to  Item  405  of
Regulation  S-B  is  not  contained in this form,  and  no  disclosure  will  be
contained,  to  the best of the registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.   [   ]                                   

The issuer's revenues for the fiscal year ended April 30, 1999 are    
$5,827,080.                                                                     

      As  of  July  15, 1999, the aggregate market value of the Issuer's  common
stock held by non-affiliates was $2,856,715.                                    

 As of July 15, 1999, the number of shares outstanding of the Issuer's
common stock was 1,619,820.                                                     

-----------------------------       

DOCUMENTS INCORPORATED BY REFERENCE         

     Portions of the definitive proxy statement to be filed under Regulation 14A
for the annual meeting to be held in October, 1999 are incorporated by reference
into Part III.                                                                  

Transitional small business disclosure format (check one):            
Yes [   ]        No [ X ]               

10KSB40 2nd Page of 32 TOC 1st Previous Next ↓Bottom Just 2nd
PART I                  

Item 1.   DESCRIPTION OF BUSINESS                                               

Monarch  Services,  Inc.  (the  "Company") formerly  Monarch  Avalon,  Inc.  was
incorporated  in Delaware on December 20, 1976 as a commercial printing  company
and  as the successor to a developer and publisher of strategy board games  that
originally   entered  the  games  business  in  1958.   In  1993,  the   Company
incorporated  a  subsidiary,  Girls'  Life,  Inc.  which  commenced  substantial
operations  with the sale of the first issue of Girls' Life magazine  in  August
1994.                                                                           

On October 27, 1998, the Company sold substantially all the assets of its former
games  division  to a subsidiary of Hasbro, Inc. for $6,000,000  in  cash.   The
assets  sold  included  trademarks, copyrights and other  intellectual  property
rights, inventory and tooling.  The operating results of the games division have
been  classified  as discontinued operations for all periods  presented  in  the
consolidated statements of operations.                                          

The Company operated in three businesses during fiscal 1999: publishing,        
printing and  envelope and games. The game business was sold during fiscal  1999
and  is  included  in  discontinued operations.  The  businesses  share  certain
facilities and operate under common management.                                 

Publishing Business                                                             
Girls'  Life, Inc. publishes a bi-monthly magazine for young girls ages nine  to
fourteen.   The  publishing  business contributed $3,803,000  in  net  sales  or
approximately 65% of the Company's total revenue in 1999.  In 1998, Girls' Life,
Inc.  created the magazine's website to be used by its readers and  the  general
public.   The Girls' Life website (www.girlslife.com) allows girls to read  past
articles, enter contests, connect with other girls via message boards, and  chat
with  the  magazine's editors.  Girls' Life can be enjoyed by millions of  girls
worldwide every hour of every day.                                              

Girls' Life is intended to be an intelligent, non-condescending and easily  read
magazine.  The  philosophy behind the graphic representation and  every  article
presented is that girls are important, independent, and intelligent people  with
opinions of their own.  Each article seeks to reinforce that message and inspire
confidence in a girl's thoughts, opinions, and feelings.  Editorial material  is
created  by  the  magazine's  staff as well as  through  outside  writers.   The
magazine is printed through one large national printing service company.        

Printing and Envelope Business                                                  
Monarch Services offers a full line of printing and graphic arts services  to  a
wide  range of customers in the industrial, financial and advertising fields  in
the  Mid-Atlantic region.  Its services include offset and letterpress printing,
design and idea conceptions, finished art, and direct mailing.  Monarch Services
also manufactures various types and sizes of envelopes to customer order.       

10KSB40 3rd Page of 32 TOC 1st Previous Next ↓Bottom Just 3rd
Monarch  Services also provides printing services to Girls' Life  magazine.   It
designs  and  prints promotional and direct mail literature  for  the  magazine.
During  fiscal  1999  publishing production accounted for approximately  12%  of
Monarch Services' revenues on an interdivisional basis.                         

The Company's printing and publishing businesses are not seasonal in nature.    

MARKETING                                                                       
Girls' Life magazine subscriptions are sold through traditional sources such  as
direct-mail  solicitation,  insert  cards  and  via  subscription  agents.   The
magazine is also sold on newsstands and subscriptions can be obtained or renewed
through  the  internet  on  the  Girls'  Life  website.   Newsstand  copies  are
distributed  nationally by Ingram Periodicals Inc. and International  Periodical
Distributors.   Newsstand copies are distributed nationally and  internationally
by Warner Publisher Services.  The Company has entered into a joint venture with
the Girl Scouts of the U.S.A. through which the Company has direct access to the
Girl Scout's mailing list of over 2,000,000 girls.                              

The  basic domestic price of a one year Girls' Life subscription is $17.85.  The
suggested retail price of a single issue of Girls' Life in the United States  at
the newsstand is $2.95.                                                         

The  average  total distribution per issue during fiscal year 1999  was  as  set
forth in the following table.                                                   

Distribution Channel           Number of Magazines Distributed    
------------------------       -----------------------------------    

Newsstand Sales                         60,000                

Subscription Sales                     233,000                
                       ---------
Total Paid Circulation              293,000             

Complementary Copies                     1,000                

The   following   table   sets  forth  the  average  number   of   subscriptions
geographically sold per issue, internationally and domestically during FY 1999. 

Item 1.     DESCRIPTION OF BUSINESS (Continued)                                 

Geographic Distribution         Number of Magazines Distributed       
---------------------------     -----------------------------------   

United States                          229,000                

International                            4,000                

10KSB40 4th Page of 32 TOC 1st Previous Next ↓Bottom Just 4th
Printing and graphic arts services and envelopes are marketed primarily  in  the
Baltimore-Washington area through Company sales personnel who are compensated on
a  salary basis.  The Company offers credit terms to its trade customers for the
purchase of its printing and envelope products.                                 

Copyrights and Trademarks                                                       
The  Company's  magazine  is  generally protected by registered  trademarks  and
copyrights  in the United States and foreign countries to the extent  that  such
protection is available.                                                        

COMPETITION                                                                     

Competition  in  the printing and envelope business is largely based  on  price,
quality,  range  of  services  offered, distribution  capabilities,  ability  to
service  the  specialized needs of customers, availability of printing  time  on
appropriate  equipment  and  use of state-of-the-art  technology.   The  Company
competes for commercial business not only with large national printers, but also
with smaller regional printers, many of which have broader product offerings and
greater  experience,  depth  of  management and  financial  resources  than  the
Company.  The Company believes that excess capacity in the industry has resulted
in  downward  pricing pressure and intensified competition in the  printing  and
envelope  industry.  Further, technology in the printing and  envelope  industry
has  evolved  and  continues  to evolve as customer's  needs  have  become  more
specialized  and sophisticated.  This trend requires successful  competitors  to
invest significant additional capital in new and improved technology.  Since the
Company  is  pursuing  strategic  alternatives for  the  printing  and  envelope
business,  the Company has not devoted its capital to increasing the  technology
of  its printing and envelope operations.  Given these factors, there can be  no
assurance that the Company will be able to compete successfully against existing
or  new  competitors  in  the forseeable future.  The  failure  to  successfully
compete  will continue to have a material adverse effect on the results  of  the
printing  and  envelope  business  pending the  implementation  of  a  strategic
alternative.                                                                    

Competition in the publishing industry is intense with numerous other publishers
and  retailers,  as well as other media, competing for readers  and  advertising
revenue.   Most  of  the Company's competitors in the publishing  business  have
broader and better recognized product offerings and greater experience, depth of
management  and creative and financial resources than the Company.  Given  these
factors, there can be no assurance that the Company will be able to continue  to
compete  successfully in the publishing industry and the failure to  do  so  may
have a material adverse effect on the results of the publishing business.       

Raw Materials                                                                   
The principal raw materials used by the Company are finished paper and ink.  The
Company generally purchases its requirements for each of these items from single
sources,  but the Company believes there are, at present, numerous sources  from
which  its  requirements  could be met.  The price of  paper  is  a  significant
expense  of the Company's publishing and printing businesses and price increases
may have an adverse effect on the Company's future results.                     

10KSB40 5th Page of 32 TOC 1st Previous Next ↓Bottom Just 5th
Employees                                                                       
At April 30, 1999, the Company employed approximately 65 personnel, including 15
executive and administrative personnel and 50 production personnel. Four of  the
administrative  personnel  are part time. None of the  Company's  employees  are
represented  by a union. The Company believes its relations with  its  employees
are good.                                                                       

Item 2.  DESCRIPTION OF PROPERTY                                                
The Company leases property at the following locations for the following        
purposes:                                                                       

1.  4517  Harford  Road, Baltimore, Maryland 21214. This property  contains  the
Company's offices as well as its printing plant. The property is leased  through
2006.                                                                           

2.  6500  Quad  Avenue,  Baltimore, Maryland 21205.  This  property  contains  a
warehouse facility and the lease expires on May 14, 2000.                       

The  Company  leases  the Harford Road property from A. Eric  Dott  who  is  the
Chairman and a major stockholder of the Company. Although not negotiated at arms
length,  management believes the terms of the lease with Mr. Dott are comparable
to lease terms for like properties in the same geographic area.                 

Item 3. LEGAL PROCEEDINGS                                                       
Companies  in the printing and envelope and publishing industries  are,  in  the
ordinary  course  of  business, made the subject of actions  alleging  copyright
infringement  and  other  actions. Such actions may allege  large  damages.  The
Company has, on an infrequent basis, had such claims made against it.           

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS                     
NONE                                                            

10KSB40 6th Page of 32 TOC 1st Previous Next ↓Bottom Just 6th
PART II         

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                

Common Stock Market Prices and Dividends                                        

The  Company's  common stock is traded on the Nasdaq SmallCap Market  under  the
symbol MAHI. The number of stockholders of record on July 15, 1999 was 588.  The
number  of  stockholders holding 100 or more shares on July 15,  1999  was  341.
Effective  with  the  commencement of trading on June 19,  1998,  the  Company's
Common  Stock  was  voluntarily delisted from the  Nasdaq  National  Market  and
transferred to the Nasdaq SmallCap Market.                                      

High and low closing sale prices for the last two years were:                   

    Fiscal 1999                Fiscal 1998
Quarter                   Price                      Price                      
Ended                High        Low               High        Low              
        -------     -------        -------     -------
July 31              1-3/4       1-1/2          3           2-1/4               
October 31           1-15/16     1-15/16        3-1/4       1-11/16             
January 31           3-5/16      3-1/8          2-1/4       2                   
April 30             3           3              2-1/4       2-1/4               

Prior  to  June  19,  1998,  such prices are from the  Nasdaq  National  Market.
Subsequent to such date the prices are from the Nasdaq SmallCap Market.         

Such  prices  reflect inter-dealer prices, without retail mark-up, mark-down  or
commissions and may not represent actual transactions. The Company has not  paid
any  cash  dividends  since April 1987. Although the  board  of  directors  will
continue to review the Company's profitability with respect to the resumption of
dividends,  there can be no assurance as to the timing or amount of  any  future
dividends.                                                                      

10KSB40 7th Page of 32 TOC 1st Previous Next ↓Bottom Just 7th
Item 5A.     CERTAIN CAUTIONARY INFORMATION                                     

In connection with the Private Securities Litigation Reform Act of 1995 (the    
"Litigation Reform Act"), the Company is hereby disclosing certain cautionary   
information to be used in connection with written materials (including this     
Annual Report on Form 10-KSB) and oral statements made by or on behalf of its   
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," "anticipate,"   
"estimate," or "continue" or the negative thereof or other variations thereon or
comparable terminology.  The listener or reader is 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 below
highlights some of the more important risks identified by management, but should
not be assumed to be the only factors that could affect future performance.  The
reader or listener is cautioned that the Company does not have a policy of      
updating or revising forward-looking statements and thus he or she should not   
assume that silence by management over time means that actual events are bearing
out as estimated in such forward-looking statements.                            

HISTORY OF OPERATING LOSSES                                                     

The Company has reported losses from continuing operations before taxes in each 
of the past five years.  There can be no assurance that the Company's business  
strategies and tactics will be successful and that the Company will be          
profitable in future periods.                                                   

PRINTING AND ENVELOPE BUSINESS COST OF GOODS SOLD EXCEEDS SALES                 

The losses the Company has experienced in the printing and envelope business    
have been caused by decreases in sales due to intense competition in the        
regional printing and envelope industry in which the Company competes and the   
loss of printing and envelope sales to the Company's former games business.  As 
a result of the loss of sales experienced in the printing and envelope business 
and associated decreases in economies of scale, the cost of goods sold in the   
printing and envelope business was 111% of printing and envelope business sales 
during 1999.  The Company expects the printing and envelope business to continue
to lose sales resulting in an increase in the cost of goods sold as a percentage
of printing and envelope sales in future periods.  The Company is aggressively  
pursuing strategic alternatives for the printing and envelope business and      
the Company anticipates that it will incur costs to implement a strategic       
alternative in addition to the costs of continued operation of the printing and 
envelope business.  There can be no assurance that the proceeds of any strategic
alternative will completely offset the implementation costs of such strategic   
alternative and the costs incurred in continuing the operation of the printing  
and envelope business pending such implementation.                              

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DEPENDENCE OF PRINTING AND ENVELOPE BUSINESS ON FEW MAJOR CUSTOMERS             

In 1999, $912,000 or 45% of the revenues of the printing and envelope business  
resulted from sales to the five largest customers of such business and $485,000 
or 24% of such revenues resulted from sales to its two largest customers.  In   
late 1999 the Company was advised by a customer, which accounted for $201,000 or
10% of printing and envelope revenues in 1999 and $714,500 or 28% of printing   
and envelope revenues in 1998, that it would no longer be a customer of the     
Company.  The Company expects that the loss of this customer will adversely     
affect its results of operations in future periods.  Furthermore, the loss of   
any more of the major customers of the printing and envelope business can be    
expected to have a material adverse effect on the Company's future results of   
operations.                                                                     

CONTINUING EFFECT OF GAMES BUSINESS OVERHEAD                                    

The Company has experienced increases in its selling, general and administrative
expenses due to overhead costs that were previously charged to the former games 
business and are currently charged to the printing and envelope and publishing  
businesses.  The Company is attempting to decrease such costs through the sale  
of the remaining equipment of, and the sublease of the plant facilities         
associated with, the former games division.  Pending the success of such        
efforts, such expenses can be expected to affect the Company's results of       
operations for the foreseeable future.                                          

COMPETITION                                                                     

Competition in the printing and envelope business is largely based on price,    
quality, range of services offered, distribution capabilities, ability to       
service the specialized needs of customers, availability of printing time on    
appropriate equipment and use of state-of-the-art technology. The Company       
competes for commercial business not only with large national printers, but also
with smaller regional printers, many of which have broader product offerings and
greater experience, depth of management and financial resources than the        
Company. The Company believes that excess capacity in the industry has resulted 
in downward pricing pressure and intensified competition in the printing and    
envelope industry.  Further, technology in the printing and envelope industry   
has evolved and continues to evolve as customers' needs have become more        
specialized and sophisticated.  This trend requires successful competitors to   
invest significant additional capital in new and improved technology.  Since the
Company is pursuing strategic alternatives for the printing and envelope        
business, the Company has not devoted its capital to increasing the technology  
of its printing and envelope operations.  Given these factors, there can be no  
assurance that the Company will be able to compete successfully against existing
or new competitors in the foreseeable future.  The failure to successfully      
compete will continue to have a material adverse effect on the results of the   
printing and envelope business pending the implementation of a strategic        
alternative.                                                                    

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Competition in the publishing industry is intense with numerous other publishers
and retailers, as well as other media, competing for readers and advertising    
revenue.  Most of the Company's competitors in the publishing business have     
broader and better recognized product offerings and greater experience, depth of
management and creative and financial resources than the Company.  Given these  
factors, there can be no assurance that the Company will be able to continue to 
compete successfully in the publishing industry and the failure to do so may    
have a material adverse effect on the results of the publishing business.       

LIMITED MARKET FOR PUBLISHING BUSINESS                                          

The Girls' Life magazine is targeted to girls ages nine to fourteen. Since      
Girls' Life's target audience is limited by age and gender, Girls' Life, unlike 
other magazines that appeal to broader age groups, must replace a large portion 
of its readership each year due to maturation of audience.  Accordingly, Girls' 
Life's promotional expenses that are designed to replace and expand its         
readership may be higher than other magazines with comparable circulation.      
There can be no assurance that Girls' Life will be able to replace its existing 
readers and expand its circulation going forward.  Any decrease in Girls' Life's
circulation, due to demographic or other factors, can be expected to have a     
material adverse effect on the revenues of the Company's publishing business.   

DEPENDENCE ON KEY EXECUTIVE                                                     

For the foreseeable future, we will place substantial reliance upon the personal
efforts and abilities of Ms. Karen Bokram, the Executive Editor of Girl's Life  
magazine.  Ms. Bokram is an at-will employee and is under no obligation to      
continue with the Company in her current capacity.  Any loss of the services of 
Ms. Bokram could be expected to have a material adverse effect on the Company's 
business, operations, revenue and prospects.  The Company does not maintain key 
employee insurance coverage on Ms. Bokram.                                      

EFFECT OF INCREASES IN PAPER AND POSTAGE COSTS                                  

The price of paper is a significant expense of the Company's publishing and     
printing and envelope businesses.  Paper price increases may have an adverse    
effect on the Company's future results. Postage for product and magazine        
distribution is also a significant expense of the Company. The Company uses the 
U.S. Postal Service for distribution of many of its products and magazine.      
Postage costs increase periodically and can be expected to increase in the      
future. No assurances can be given that the Company can pass such cost increases
through to its customers.                                                       

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CONTROL BY PRINCIPAL STOCKHOLDERS                                               

A. Eric Dott and, his son, Jackson Y. Dott, the Company's Chairman and          
President, respectively, beneficially own an aggregate of 42% of the outstanding
voting securities of the Company.  Accordingly, these stockholders have the     
ability, acting together, to exercise significant control over fundamental      
corporate transactions requiring stockholder approval, including without        
limitation the election of Directors, approval of merger transactions involving 
the Company and sales of all or substantially all of the Company's assets.      

YEAR 2000 SOFTWARE ISSUE                                                        

As the year 2000 approaches, an issue has emerged regarding how existing        
software programs and operating systems can accommodate information that employs
dates after December 31, 1999. We are working with our software vendors to      
prepare our systems for the year 2000. Based on information currently available,
we do not anticipate that we will incur significant operating expenses or be    
required to incur material costs to be year 2000 compliant. We are, however,    
still analyzing and modifying our systems and requirements. In addition, we have
relationships with third parties that have computer systems that may not be year
2000 compliant. To the extent that their systems are not fully year 2000        
compliant, we cannot be sure that potential systems interruptions or the cost   
necessary to update software would not have a material adverse effect on our    
business, financial condition, results of operations, or business prospects. See
"Management's Discussion and Analysis or Plan of Operation--Year 2000 Issue."   

10KSB40 11th Page of 32 TOC 1st Previous Next ↓Bottom Just 11th
Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION             

RESULTS OF OPERATIONS FISCAL 1998 THROUGH FISCAL 1999                           

Sales  increased $440,000 or 8% in 1999 from 1998. The increase relates entirely
to  Girls' Life sales which increased $1,003,000 or 36% in 1999 from 1998  as  a
result  of increased promotions and direct mail advertising of the magazine  and
increased  revenue from newsstand sales and advertising.  Printing and  envelope
sales  decreased $563,000 or 22% from 1998 primarily as a result of the loss  of
one major customer.                                                             

Cost  of goods sold as a percent of sales was 81% in 1999 and 83% in 1998.   The
overall  decrease  in 1999 was primarily due to the increase of  the  publishing
business which has higher margins than the printing and envelope business.  Cost
of  goods  sold as a percent of sales for Girls' Life decreased to 65%  in  1999
from  72%  in 1998 due to increased sales.  Cost of goods sold as a  percent  of
sales  for  Printing increased to 111% in 1999 from 95% in 1998 due to decreased
sales combined with certain fixed costs in cost of sales.                       

The losses the Company has experienced in the printing and envelope business    
have been caused by decreases in sales due to intense competition in the        
regional printing and envelope industry in which the Company competes and the   
loss of printing and envelope sales to the Company's former games business.  As 
a result of the loss of sales experienced in the printing and envelope business 
and associated decreases in economies of scale, the cost of goods sold in the   
printing and envelope business was 111% of printing and envelope business sales 
during 1999.  The Company expects the printing and envelope business to continue
to lose sales resulting in an increase in the cost of goods sold as a percentage
of printing and envelope sales in future periods.  The Company is aggressively  
pursuing strategic alternatives for the printing and envelope business.         
However, the Company anticipates that it will incur costs to implement a        
strategic alternative in addition to the costs of continued operation of the    
printing and envelope business.  There can be no assurance that the proceeds of 
any strategic alternative will completely offset the implementation costs of    
such strategic alternative and the costs incurred in continuing the operation of
the printing and envelope business pending such implementation.                 

In 1999, $912,000 or 45% of the revenues of the printing and envelope           
business resulted from sales to the five largest customers of such              
business,  and $485,000 or 24% of such revenues resulted from sales to  its  two
largest customers. In late 1999, the Company was advised by a customer,         
which accounted for $201,000 or 10% of printing and envelope revenues in        
1999 and $714,500 or 28% of printing and envelope revenues in 1998,             
that it would no longer be a customer of the Company.  The Company expects      
that the loss of this customer will adversely affect its results of             
operations in future periods.  Furthermore, the loss of any more of the         
major customers of the printing and envelope business can be expected to        
have a material adverse effect on the Company's future results of               
operations.                                                                     

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Selling,  general and administrative expenses as a percentage of sales were  23%
in  1999 and 21% in 1998.  The Company has experienced increases in its selling,
general and administrative expense due to general corporate overhead costs  that
were  previously  charged to the former games business and are  currently  being
charged to the printing and envelope and publishing businesses.  The Company  is
attempting  to  decrease such costs through the sale of the remaining  equipment
of,  and the sublease of the plant facilities associated with, the former  games
division.  Pending the success of such efforts, such expenses can be expected to
affect the Company's results of operations for the foreseeable future.          

Research and development expenses for the games division were discontinued after
the sale of the games division to Hasbro, Inc. in October 1998.                 

Other  income increased $112,000 in 1999 to $207,000 from $95,000 in  1998.  The
1999 increase was primarily due to the increase in interest income in the amount
of  $64,000 and sale of equipment.  Other income decreased $119,000 in 1998 from
1997.   The 1998 decrease was primarily due to the sale of marketable securities
and lower earned interest.                                                      

A  deferred  tax benefit of $79,000 has been recorded for fiscal year  1999.  No
provision (benefit) for income taxes was recorded for fiscal year 1998.         

LIQUIDITY AND SOURCES OF CAPITAL                                                
Cash and cash equivalents increased $5,583,000 in fiscal 1999 to $7,321,000. The
increase in 1999 resulted primarily from the net proceeds from the sale  of  the
games  division to Hasbro, Inc. of $5,247,000 in October 1998, cash provided  by
operations of $282,000, proceeds from the disposal of equipment in the amount of
$77,000,  less purchases of intangibles and equipment in the amount of  $23,000.
The decrease in fiscal 1998 of $393,000 was principally the result  of cash used
by operations of $415,000 and purchases of equipment in the amount of $140,000. 

The  Company  leases its office, warehouse, and manufacturing  facilities  under
noncancellable operating leases.  Annual commitments under these leases at April
30,   1999   are   as  follows:  fiscal 2000 - $329,000,  fiscal  2001   through
fiscal  2006  -  $129,000,  annually.  Certain of  these  leases  are  with  the
Company's Chairman and a member of his family.                                  

At April 30, 1999, the Company has no debt with third-party lenders.            

During fiscal 1999, cash and cash equivalents ranged from approximately $1.7    
million to $7.3 million. The Company's cash and cash equivalents are subject to 
variation based upon the timing of receipts and the payment of payables.  During
fiscal 1999 and fiscal 1998, the Company maintained an average balance for      
certificates of deposit and treasury bills of approximately $4,230,000 and      
$1,670,000, respectively.                                                       

10KSB40 13th Page of 32 TOC 1st Previous Next ↓Bottom Just 13th
Management believes that existing cash and cash equivalents, together with cash 
generated from operations and investing activities, will be sufficient to meet  
the Company's liquidity and capital needs for the next 12 months. Due to the    
Company's losses from continuing operations before income taxes in each of the  
past three years and its net losses (excluding proceeds of the sale of the games
division) for two of the last three years, the Company has determined to focus  
its efforts on the publishing business and seek strategic alternatives for the  
printing and envelope business.                                                 

IMPACT OF INFLATION AND CHANGING PRICES                                         
Due  to  the  highly competitive nature of the printing industry  in  which  the
Company operates, increased costs were unable to be fully passed on to customers
during the past three years.                                                    

Charges  to depreciation represent the allocation of historical costs over  past
years, and are significantly less than if they were based on the consumption  of
current  cost  of  productive assets. Assets replaced in future  years  will  be
replaced at significantly higher costs but replacements are expected to  produce
economies in production.                                                        

Year 2000 Issue                                                                 
As the Year 2000 approaches, existing software programs and operating systems   
must be reviewed to determine if they can accommodate information that employs  
dates after December 31, 1999.  As of April 30, 1999, the Company has incurred  
direct Year 2000 compliance costs of approximately $12,500, to cover assessment 
of systems, internal testing, training, and replacement and modification of     
existing systems.  The Company's Year 2000 compliance costs consist of software,
consulting time, employee time and new and upgraded hardware.  The Company      
expects to complete its Year 2000 program during fiscal 2000 at an estimated    
cost to completion of an  additional $17,500.                                   

Management has hired an independent consultant to establish and implement a plan
to address the Company's software and operating systems issues for the Year     
2000.  The Company's plan includes assessment, remediation and renovation and   
testing.  The Company has completed the assessment phase which includes the     
identification of critical and non-critical operating systems and external      
interfaces with third-party computer systems and a survey of the majority of the
Company's vendors concerning Year 2000 compliance.  Responses from vendors have 
generally indicated that such vendors expect to be Year 2000 compliant.  The    
Company commenced the remediation and renovation phase in April 1999 with the   
purchase of hardware and software to replace critical and non-critical operating
systems that would likely be affected by the Year 2000 issue.  The replacement  
hardware and software are off-the-shelf, Gateway based, products from Intuit and
Microsoft which, based upon manufacturer information, management believes are   
less susceptible to Year 2000 issues.  The Company is currently working with its
hardware and software vendors and other third parties to complete the           
remediation and renovation phase. Completion and transition to the Company's new
systems are expected by September 1999.  The Company expects to complete the    
testing phase in October 1999.                                                  

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The Company has not identified a cost-effective Year 2000 contingency plan      
beyond confirming its ability to shift its business to alternative vendors and  
service providers.  Since the Company has three to four vendors for the major   
inventory items, management feels that there will be no interruptions of service
from suppliers.  The Company uses one major vendor for the printing and mailing 
of Girls' Life magazine, but based on documentation and discussions with the    
vendor, management does not expect a disruption of service due to the Year 2000 
issue.  The Company believes that other vendors of printing and mailing services
could meet the needs of Girls' Life if necessary.                               

While the Company believes that it is taking prudent and necessary action to    
comply with Year 2000 requirements, there can be no assurance that the Year 2000
issue will not result in information or communications systems interruptions.   
Such interruptions, if of significant duration, could be expected to have a     
material adverse effect on the Company's business, financial condition, results 
of operations and business prospects.                                           

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                                                                [Download Table]
Item 7.     FINANCIAL STATEMENTS                            

Consolidated Statement of Financial Condition               

------------------------------------------------------------
April 30,                                          1999     
------------------------------------------------------------
                                             (000's Omitted)
                                                            
ASSETS                                                      

CURRENT ASSETS                                              
   Cash and cash equivalents                      $7,321    
   Accounts receivable, net                          429    
   Inventories, less $65,000 allowance                      
        for obsolescence                                    
      Raw materials and component parts              161    
      Work in progress                                49    
      Finished goods                                  30    
                                                     -------
                                                     240    
Prepaid expenses                                      10    
                                                  --------  
                   TOTAL CURRENT ASSETS             8,000   

PROPERTY AND EQUIPMENT                                      
   Machinery, equipment, furniture and                      
      fixtures                                     3,709    
   Leasehold improvements                            305    
   Accumulated depreciation                       (3,690)   
                                                  --------  
                                                     324    
                                                  --------  
INTANGIBLE ASSETS-NET                                  2    
                                                  --------  
DEFERRED TAX ASSET                                    79    
ASSETS HELD FOR SALE                                  89    
                                                  --------  
                                                  $8,494    
                                                  ========  
LIABILITIES AND STOCKHOLDERS' EQUITY                        

CURRENT LIABILITIES                                         
   Accounts payable                               $  142    
   Accrued expenses                                  198    
   Income taxes payable                              165    
   Deferred subscription revenue                   1,246    
                                                  --------  
                   TOTAL CURRENT LIABILITIES       1,751    
                                                  --------  
COMMITMENTS AND CONTINGENCIES                               

STOCKHOLDERS' EQUITY                                        
   Preferred Stock-par value $.01 per share:                
      Authorized 100,000 shares; no shares                  
      issued                                                
   Common Stock-par value $.25 per share:                   
      Authorized - 3,000,000 shares; shares                 
      issued - 2,109,985: shares outstanding                
      1,619,820                                      527    
   Capital surplus                                 3,378    
   Retained earnings                               2,960    
                                                  --------  
                                                   6,865    
   Treasury stock at par - 490,165 shares           (122)   
                                                  --------  
                   TOTAL STOCKHOLDERS' EQUITY      6,743    
                                                  --------  
                                                  $8,494    
                                                   =======  
<FN>                                                        
See Notes to Consolidated Financial Statements.             

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                                                                [Download Table]
Item 7.     FINANCIAL STATEMENTS (Continued)                    

Consolidated Statements of Operations                           

--------------------------------------------------------------- 
Year Ended April 30,                     1999         1998      
--------------------------------------------------------------- 

                       (000's Omitted, except share information)
                                                                
Net Sales - printing                    2,024        2,587      
          - publishing                  3,803        2,800      
                                      ------------------------- 
                                        5,827        5,387      
                                      ------------------------- 

Cost of goods sold - printing           2,239        2,462      
                   - publishing         2,465        2,016      
                                      ------------------------- 
                                        4,704        4,478      
                                      ------------------------- 
Gross profit from continuing                                    
        operations                      1,123          909      
                                      ------------------------- 
Selling, general and                                            
   administrative expenses              1,344        1,144      

                                      ------------------------- 
Loss from continuing operations                                 
     before other income                (221)         (235)     

Other income:                                                   
   Investment and interest income        137            73      
   Realized and unrealized gain                                 
     on marketable securities              0            27      
   Gain on sale of property               70             0      
   other                                   0            (5)     
                                         -----------------------
                                         207            95      
                                        ----------------------- 
Loss from continuing operations,                                
   before income taxes                  ( 14)         (140)     

Deferred benefit for income taxes         79             0      
                                        ----------------------- 
Income (loss) from continuing                                   
   operations                             65          (140)     

Discontinued Operations:                                        
   Operating loss from                                          
     games division                     (433)       (1,585)     
   Gain on disposal of games                                    
     business (net of income                                    
     taxes of $580)                    3,881             0      
                                     -------------------------- 
Net income (loss)                      3,513        (1,725)     
                                     -------------------------- 

Net Earnings (loss) per common                                  
     share - basic and diluted:                                 

Income (loss) from continuing                                   
     operations per share            $   .04      $ ( .09)      

Gain (loss) from discontinued                                   
     operations                         2.13        ( .98)      
                                     -------------------------- 
Net Earnings (loss) per common                                  
     share - basic and diluted          2.17        (1.07)      
                                     ========================== 
Weighted average number of                                      
     shares outstanding              1,619,820   1,619,820      
                                     ========================== 
<FN>                                                            
See Notes to Consolidated Financial Statements.                 

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                                                                [Download Table]
Item 7.     FINANCIAL STATEMENTS (Continued)                            

Consolidated Statements of Changes in Stockholders' Equity              
                   (000's omitted, except shares outstanding data)      

                                                               Total    
              Shares     Common Capital  Retained  Treasury Stockolders'
             Outstanding  Stock  Surplus  Earnings   Stock      Equity  
             ----------  ------  -------  --------  --------  ----------
                                                                        
Balance                                                                 
May 1, 1997    1,620,820    527     3,378    1,172     (122)    4,955   

Net Loss-1998                               (1,725)            (1,725)  
              ----------------------------------------------------------
Balance                                                                 
April 30, 1998 1,619,820    527     3,378     (553)    (122)    3,230   

Net income-1999                               3,513             3,513   
              ----------------------------------------------------------
Balance                                                                 
April 30, 1999 1,619,820  $ 527   $ 3,378   $ 2,960  $ (122)  $ 6,743   
              ==========================================================
<FN>                                                                    
See Notes to Consolidated Financial Statements.                         

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                                                                [Download Table]
Item 7.     FINANCIAL STATEMENTS (Continued)                    

Consolidated Statements of Cash Flows                           
----------------------------------------------------------------
Year Ended April 30,                            1999     1998   
----------------------------------------------------------------
                                               (000's Omitted)  
                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:                           
 Net income (loss)                           $ 3,513    (1,725) 
  Adjustments to reconcile net income        -------------------
    (loss)to net cash provided by (used in)                     
       operating activities:                                    
     Depreciation                                143       155  
     Deferred benefit for income taxes           (79)        0  
     Amortization                                  0        58  
     Gain on disposal of games business       (3,881)        0  
     Gain on disposal of property                               
        and equipment                           ( 70)        0  
     Gain on sale of marketable                                 
        securities                                 0     (  27) 
     Decrease in accounts receivable                            
        allowances                               (45)    ( 146) 
   Changes in operating assets and liabilities:                 
     (Increase) decrease in operating assets:                   
        Accounts receivable, gross               589       386  
        Inventories                              436        55  
        Prepaid expenses                          24        87  
     Increase (decrease) in operating                           
        liabilities:                                            
        Accounts payable                        (210)    ( 107) 
        Accrued expenses                        (525)      442  
        Income taxes payable                     165         0  
        Deferred subscription revenue            222       407  
                                               -----------------
Total adjustments                             (3,231)    1,310  
                                               -----------------
   Total cash provided by (used in)                             
      operating activities                       282     ( 415) 
                                               -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:                           
  Purchases of property and equipment           (  5)    ( 140) 
  Purchases of intangible assets                ( 18)    (  13) 
  Cash proceeds from disposal of property                       
     and equipment                                77         0  
  Cash proceeds from the sale of marketable                     
     securities                                    0       175  

  Cash proceeds from sale of substantially                      
     all the assets of the games division,                      
     net of related expenses                   5,247         0  
                                               -----------------
    Total cash provided by investing                            
       activities                              5,301        22  
                                               -----------------
NET INCREASE (DECREASE) IN CASH AND                             
    CASH EQUIVALENTS                           5,583     ( 393) 
CASH AND CASH EQUIVALENTS                                       
  BEGINNING OF YEAR                            1,738     2,131  
                                               -----------------
CASH AND CASH EQUIVALENTS                                       
  END OF YEAR                                $ 7,321   $ 1,738  
                                               =================
<FN>                                                            
See Notes to Consolidated Financial Statements.                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE A - BASIS OF PRESENTATION                                                  

The  consolidated  financial  statements of  Monarch  Services,  Inc.,  formerly
Monarch  Avalon,  Inc.,  and its wholly-owned Subsidiaries  (collectively,  "the
Company"), include Monarch Services, Inc., Girls' Life, Inc. and Broken Windows,
Inc.                                                                            

Girls' Life, Inc. ("Girls' Life") was incorporated in December 1993 in the State
of  Maryland  and  publishes  a  magazine  for  girls  ages  nine  to  fourteen.
Substantial operations began in fiscal year 1995 with the release of its initial
bi-monthly  publication  in  August  1994. Magazines  are  sold  nationally  and
internationally through distributors and directly by Girls' Life through one and
two year subscriptions.                                                         

Monarch  Services,  Inc.  ("Monarch") consists of  one  division,  printing  and
envelopes,  and  is  incorporated in the State of Delaware.  Monarch's  printing
division  manufactures envelopes and provides printing and graphic arts services
to  various  commercial customers. Printing and envelope sales are predominantly
with  commercial  customers in various industries located  in  the  Mid-Atlantic
region  of the United States. Monarch also provides printing services to  Girl's
Life magazine.  It designs and prints promotional and direct mail literature for
the   magazine.    During  fiscal  1999  publishing  production  accounted   for
approximately  12%  of  Monarch Services' revenues on  an  interdivision  basis,
including sales to discontinued operations.                                     

Creampuffs, Inc. was incorporated on March 12, 1997 in the State of Maryland  as
a  marketing  company  for  others.   This subsidiary  did  not  engage  in  any
operations in the years ended April 30, 1999 and 1998.                          

Broken  Windows, Inc. was incorporated on June 11, 1997 in the State of Maryland
as  a  retail  operation.  On November 26, 1997, Broken Windows, Inc.  opened  a
retail  store  in Maryland for the purpose of selling computer and  board  games
manufactured  by Monarch Avalon, Inc. and computer and board games  manufactured
by  other  companies.  Products associated with Girls' Life magazine  were  also
offered  for sale to the general public.  The retail store was closed on January
17,  1998.   This subsidiary did not engage in any operations in the year  ended
April 30, 1999.                                                                 

All  material  intercompany balances between Monarch Services, Inc.  and  Girls'
Life Inc. have been eliminated in consolidation.                                

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NOTE B - SUMMARY OF SIGNIFICANT                                                 
ACCOUNTING POLICIES                                                             

REVENUE   RECOGNITION:   Girls'  Life  Inc.  recognizes   revenue   related   to
subscriptions  for  its magazine according to the ratio of magazines  issued  to
total  subscribed  issues.  Deferred  subscription  revenue  represents  amounts
collected for subscriptions of the magazine not yet issued.                     

Revenues  from the sale of products by Monarch Services, Inc. are recorded  upon
shipment to the customer.                                                       

USE  OF  ESTIMATES: The preparation of financial statements in  conformity  with
generally  accepted accounting principles requires management to make  estimates
and  assumptions that affect the reported amounts of assets and liabilities  and
disclosure  of  contingent assets and liabilities at the date of  the  financial
statements  and  the  reported  amounts of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.             

CASH EQUIVALENTS: For the purpose of reporting cash flows, the Company considers
all  highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.                                          

ACCOUNTS  RECEIVABLE:  Monarch's principal customers  are  commercial  entities.
Receivables are generally due within 30 days. No one customer accounted for over
10%  of  total  net  sales in 1999 or 1998 for Girls' Life.   Two  customers  of
printing and envelopes accounted for approximately 10% and 14%, respectively  of
the  total  Monarch's  net  sales in 1999.  One major printing  customer,  whose
account was lost in 1999, accounted for approximately 10% of net printing  sales
in 1999 and 28% in 1998.                                                        

Girls'  Life  sells  its  magazine through distributors  and  direct  individual
subscriptions. Receivables consist of advertising income and sales of  magazines
through the distributors for issues released prior to April 30.                 

INTANGIBLE ASSETS: Intangible assets consist of Girls' Life, Inc. trademarks and
are  amortized  using  the  straight-line method over periods  estimated  to  be
benefited.  At April 30, 1999, intangible assets were $2,158.                   

INVENTORIES: The Company values inventories at the lower of average cost (first-
in, first-out) or market.                                                       

PROPERTY  AND  EQUIPMENT:  Property  and  equipment  is  carried  at  cost   and
depreciation is computed by the straight-line method over estimated useful lives
ranging from three to ten years.                                                

FINANCIAL INSTRUMENTS: The current carrying value of current assets and  current
liabilities  is a reasonable estimate of their fair value due to the  short-term
nature of such accounts.                                                        

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MARKETABLE  SECURITIES:  The  Company accounts for  its  investments  in  equity
securities  under  the  accounting  and reporting  provisions  of  Statement  of
Financial  Accounting  Standards  No. 115 ("SFAS  No.  115").  The  Company  has
classified its investments as trading securities based on its intended  use.  As
such,  unrealized  holding  gains and losses are included  in  the  consolidated
statements of operations. The marketable securities were sold during fiscal year
1998.  There were no marketable securities held during fiscal year 1999.        

RESEARCH  AND DEVELOPMENT COSTS: Research and development costs are  charged  to
expense when incurred.                                                          

INCOME TAXES: The Company provides for income taxes using Statement of Financial
Accounting  Standards No. 109, "Accounting for Income Taxes," ("SFAS  No.  109")
which  requires  an  asset  and liability approach to financial  accounting  and
reporting for income taxes (see Note D). Under SFAS No. 109, deferred tax assets
and liabilities are provided for differences between the financial statement and
tax basis of assets and liabilities that will result in future taxable income or
deductible  amounts. The deferred tax assets and liabilities are measured  using
enacted  tax  laws and rates applicable to the periods in which the  differences
are expected to affect taxable income. Income tax expense is computed as the tax
payable or refundable for the period plus or minus the change during the  period
in deferred tax assets or liabilities.                                          

EARNINGS  PER SHARE: Basic earnings per share are based on the weighted  average
number  of  shares of common stock outstanding during each year.  There  are  no
potentially dilutive common shares.                                             

STOCK-BASED COMPENSATION ARRANGEMENTS:  The Company applies APB Opinion  No.  25
and   related   interpretations  in  accounting  for  stock  based  compensation
arrangements.   Accordingly,  no  compensation   has   been   recognized.    Had
compensation costs been determined based on fair value at the grant date forward
consistent  with  SFAS No. 123, "Accounting for Stock-Based  Compensation,"  the
Company's net income or loss would not have been effected on a pro forma basis. 

NEW ACCOUNTING PRONOUNCEMENTS:                                                  

The  Company  adopted Statement of Financial Accounting Standard No.  130  (SFAS
130), "Reporting Comprehensive Income" for the fiscal year ended April 30, 1999.
SFAS  No.  130  establishes standards for reporting and display of comprehensive
income  and  its components.  Comprehensive income is defined as the  change  in
equity  of  a  business enterprise during a period from transactions  and  other
events  and  circumstances from nonowner sources.  It includes  all  changes  in
equity  during  a period except those resulting from investments by  owners  and
distributions  to owners.  The implementation of SFAS No. 130 did  not  have  an
effect on the financial statements.                                             

The  Company  adopted Statement of Financial Accounting Standard No.  131  (SFAS
131), "Disclosures about Segments of an Enterprise and Related Information"  for
the  fiscal year ended April 30, 1999.  SFAS 131 establishes standards  for  the
way   that  public  business  enterprises  report  information  about  operating
segments.                                                                       

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The  Company is required to adopt Statement of Financial Accounting Standard No.
133  (SFAS  133) "Accounting for Derivative Instruments and Hedging  Activities"
for  the  year ending April 30, 2001.  SFAS 133 requires reporting  entities  to
disclose certain information for derivative financial instruments.  The  Company
has not assessed the impact of implementing SFAS 133.                           

DISCONTINUED OPERATIONS:                                                        

On  October 27, 1998, the Company sold substantially all the assets of the games
division  to  a subsidiary of Hasbro, Inc. for $6,000,000 in cash.   The  assets
sold  included  trademarks, copyrights and other intellectual  property  rights,
inventory  and tooling.  The operating results of the games division  have  been
classified  as  discontinued  operations  for  all  periods  presented  in   the
consolidated statements of operations.                                          

Inventories and intangibles from discontinued operations sold were              
approximately as follows:                                                       

Net inventories                    $1,292,000                           
Net intangibles                        60,000                           

Net sales and income from discontinued operations are as follows:               

     Years Ended April 30,
   1999         1998
-----------------------------------------------------                           
Net sales                    $  1,076   $    2,844                              
Loss from discontinued                                                          
operations                   ( 433)      (1,585)                          

Net assets of discontinued operations are as follows:                           

  Year Ended April 30,
1999  
---------------------------------------------------                             
Net assets held for sale             $89                                        

NOTE C - ACCOUNTS RECEIVABLE                                                    
Accounts receivable consist of the following at April 30, 1999:                 

Accounts Receivable-Games              64,406                                   
-Printing       $  349,402                
-publishing        157,738                
 -----------
Less:                                 571,546                                   
Allowance for doubtful accounts    (142,491)                                
 -----------
$  429,055
 ===========

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The Accounts Receivable-Games in the amount of $64,406 is fully reserved in the 
Allowance for doubtful accounts.                                                

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)                          

NOTE D-INCOME TAXES                                                             

A  reconciliation  of the effective tax rate for income taxes in  the  financial
statements to the Federal statutory rates is as follows:                        

--------------------------------------------------------------                  
Year Ended April 30,                          1999      1998                    
--------------------------------------------------------------                  

Federal income tax at statutory rate            34%      (34)%                  
Net operating losses and other tax credits     (21)       33                    
Non-deductible items and other                   1         1                    
                             -----     -----
                              14 %       - %
                             =====     =====

The  deferred  tax  assets  (liabilities) result from  the  following  temporary
differences:                                                                    
--------------------------------------------------------------                  
April 30,                                              1999                     
--------------------------------------------------------------                  
Current:                                                                        
Financial statement accruals, net              $   36,000                   
Inventory reserves and uniform capitalization       8,000                   
Allowances for accounts receivable                 36,000                   
                            ----------
                                80,000
Non-current:                                     ----------                     
Depreciation                                      (13,000)                  
Amortization                                        6,000                   
Net operating loss and other tax                                            
credits-carryforwards                             6,000                 
                            ----------
                                ( 1,000)
                            ----------
Net deferred tax asset                           $   79,000                     
                             =========

In  fiscal  1999  the Company did not record a valuation allowance  due  to  the
expected  timing  of  the reversal of temporary differences  and  the  Company's
ability to realize the deferred tax asset.                                      

Cash  payments of $415,000 were made for income taxes in the current year. There
were no cash payments for income taxes in 1998.                                 

10KSB40 24th Page of 32 TOC 1st Previous Next ↓Bottom Just 24th
NOTE E - PROFIT-SHARING PLAN                                                    

Substantially  all  of the Company's employees participate in  a  profit-sharing
plan.  Contributions  are determined by the results of  operations  and  can  be
increased  at the discretion of the Board. There were no contributions  in  1999
and 1998.                                                                       

NOTE F - COMMITMENTS AND CONTINGENCIES                                          

LEASES:  The  Company  leases  office, warehouse and  manufacturing  facilities.
Several  of  the  leases provide for renewal options ranging from  two  to  five
years.  The  Company  generally  must  pay for  property  taxes,  insurance  and
maintenance costs related to the properties. Total rental expense for  1999  and
1998 was approximately $329,000 and $317,000 respectively.                      

The  future  annual  minimum  rental commitments for  non-cancellable  operating
leases as of April 30, 1999 are as follows:  2000 - $329,000,  2001 through 2006
- $129,000, annually.                                                           

Certain  facilities  are  leased annually for approximately  $127,000  from  the
Chairman of the Company and a member of his family.                             

LITIGATION:  At April 30, 1998 the Company accrued settlement costs of  $411,000
related to a lawsuit. The lawsuit was settled in July 1998 and the              
$411,000  was paid in August 1998. The Company is involved, from time  to  time,
in  legal actions  arising  in  its  normal  course of operations.              

STOCK  OPTIONS: During 1992 the Company's Chairman was granted a ten year option
to purchase up to 300,000 shares of the Company's common stock at the greater of
the  book or market value of the stock as of the date of exercise.  Such  option
can only be exercised in the event of the following:                            

*  An  individual or entity acquires the Company's common stock to the    extent
in  which  they  have  greater  than twenty  percent  of  the  total  number  of
outstanding shares of the Company's common stock.                               

* An individual or entity makes a tender offer for thirty percent or more of the
Company's outstanding common stock.                                             

*  An  individual  or  entity proposes the election of a director  or  slate  of
directors  opposed  to  any  directors or slate of  directors  proposed  by  the
management of the Company.                                                      

The Chairman may only exercise the option within sixty days following any of the
above events.                                                                   

On  October 3, 1997, the stockholders approved the proposal to grant to each  of
the  Company's  President and two outside directors options to  purchase  40,000
unregistered  shares  of  the Company's common stock for  $2.00  per  share  and
approved  the  proposal to grant to the Company's Chairman options  to  purchase
80,000 unregistered shares of the Company's common stock for $2.00 per share,  a
price  approximating the fair value of these shares at the dates of  grant.  The
options terminated on September 30, 1998.                                       

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No  options have been exercised during the years ended April 30, 1999 and  1998.
Options outstanding total 300,000 shares at April 30, 1999.                     

NOTE G - SEGMENT INFORMATION                                                    

The Company operates in two industry segments: Printing and envelope and        
Publishing. Operating profit (loss) represents net sales less all identifiable  
operating expenses. General corporate expenses, income taxes and other income or
expense are excluded from segment operations.                                   

                      ($000 Omitted)
                      1999      1998
                    ----      ----
Net Sales                                                                       
-Printing                              $2,024     2,587                   
-Publishing                             3,803     2,800                   
                     -------   -------
Total                                $5,827    $5,387                 
                     =======   =======
Operating profit (loss):                                                  
-Printing                                (860)     (354)                  
-Publishing                               895       262                   
                     -------   -------
Total                                    35      ( 92)                
General Corporate Expenses, net          (256)     (143)                  
Other Income, net                         207        95                   
                     -------   -------
Loss before income taxes                  $  (14)  $  (140)                     
                     =======   =======

                          ($000 Omitted)
                      1999      1998
                        ----      ----
Identifiable Assets:                                                            
-Games                                 $   89    $2,204                   
-Printing                                 959     1,214                   
-Publishing                               744       488                   
General Corporate                       6,702     1,423                   
                     -------   -------
                    $8,494    $5,329
                     =======   =======
Depreciation and Amortization:                                                  
-Games                                 $   35    $  102                   
-Printing                                  94       111                   
-Publishing                                14         0                   
                     -------   -------
                    $  143    $  213
                     =======   =======
Capital Expenditures:                                                           
-Games                                 $    5     $  65                   
-Printing                                   0        88                   
                     -------   -------
                    $    5    $  153
                     =======   =======

10KSB40 26th Page of 32 TOC 1st Previous Next ↓Bottom Just 26th
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)                          

Corporate assets consist mainly of cash and cash equivalents, and certain  other
assets.                                                                         

Intersegment  sales  or transfers were $77,000 for 1999 and $851,000  for  1998.
These  sales are not included in the sales shown above. Intersegment  sales  are
accounted for at prices comparable to unaffiliated customer sales. All  segments
share certain facilities and operate under common management. These expenses are
allocated ratably to each segment.                                              
-----------------------       

Consolidated Quarterly Results of Operations                                    

A summary of the unaudited consolidated quarterly results of operations for the 
years ended April 30, 1999 and 1998 is as follows.                              

               Fiscal 1999
              Three Months Ended
              --------------------------------------------
              July 31   October 31   January 31   April 30
              -------   ----------   ----------   --------
              (000 Omitted, except per share data)

Net operating Sales       $1,067       $2,038       $1,173     $1,549           
Gross Profit                  38          719           (5)       371           
Net (Loss) Income           (127)       4,286         (328)      (318)          
Net (Loss) Income                                                               
per Common Share          (.08)        2.65         (.20)      (.20)        

The increase in sales for the three months ended October 31, 1998 was primarily 
due to publishing sales.  There was one issue of Girls' Life magazine in the    
three months ended July 31, 1998 and two issues in the three months ended       
October 31, 1998.                                                               

The increase in net income per common share for the three months October 31,    
1999 was primarily due to the sale of the games division.                       

               Fiscal 1998
              Three Months Ended
              --------------------------------------------
              July 31   October 31   January 31   April 30
              -------   ----------   ----------   --------
              (000 Omitted, except per share data)

Net Operating Sales       $  886       $1,490       $1,131     $1,880           
Gross Profit                 108          323         (207)       685           
Net (Loss) Income            (65)           6         (686)      (980)          
Net (Loss) Income                                                               
per Common Share          (.04)         .00         (.42)      (.61)        

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In July 1998, the Company settled a lawsuit and  accrued the settlement cost of 
$411,000 in the three months ended April 30, 1998.  The $411,000 settlement cost
was paid in August 1998.                                                        

Independent Auditors' Report                                                    

To  the  Stockholders and Board of Directors, Monarch Services, Inc.  Baltimore,
Maryland                                                                        

We  have  audited the accompanying consolidated statement of financial condition
of Monarch Services, Inc. and Subsidiaries as of April 30, 1999  and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows  for  the years ended April 30, 1999 and 1998. These financial  statements
are  the  responsibility of the Company's management. Our responsibility  is  to
express an opinion on these financial statements based on our audits.           

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles used and significant  estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.               

In  our  opinion, such consolidated financial statements present fairly, in  all
material  respects,  the  financial  position  of  Monarch  Services,  Inc.  and
Subsidiaries as of April 30, 1999, and the results of their operations and their
cash  flows  for  the  years ended April 30, 1999 and 1998, in  conformity  with
generally accepted accounting principles.                                       

/s/       Deloitte & Touche LLP                                                 
Deloitte & Touche LLP                                                           
Baltimore, Maryland                                                             
July 22, 1999                                                                   

10KSB40 28th Page of 32 TOC 1st Previous Next ↓Bottom Just 28th
Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING           
AND FINANCIAL DISCLOSURE                                    
NONE                                                        
PART III        

Information required in Part III, Items 9-12 is incorporated by       
reference to the  Company's  proxy  statement  to  be filed  in       
connection with the October 1999 Annual Meeting of Stockholders.      

Item 9.   DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL                 
PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE      
ACT                                                         

The information required by Item 9 is incorporated by       
reference from the information set forth under the heading  
"Election of Directors--Directors and Officers" and "Section
16(A) Beneficial Ownership Reporting Compliance" in the     
Company's definitive proxy statement for its annual meeting 
of stockholders to be held in October 1999.                 

Item 10.  EXECUTIVE COMPENSATION                                                

    The information required by Item 10 is incorporated by reference
 from the information set forth under the heading "Election of
  Directors--Executive Compensation" in the Company's definitive
proxy statement for its annual meeting of stockholders to be
held in October 1999.                                       

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                   
MANAGEMENT                                                  

    The information required by Item 11 is incorporated by reference
  from the information set forth under the heading "Ownership of
Voting Securities--Principal Stockholders" in the Company's 
     definitive proxy statement for its annual meeting of stockholders
to be held in October 1999.                                 

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

    The information required by Item 12 is incorporated by reference
 from the information set forth under the heading "Election of
 Directors--Certain Relationships and Related Transactions" in
   the Company's definitive proxy statement for its annual meeting
of stockholders to be held in October 1999.                 

10KSB40 29th Page of 32 TOC 1st Previous Next ↓Bottom Just 29th
Item 13.  EXHIBITS AND REPORTS ON FORM 8-K                                      
(a) Listing of Exhibits:                                    
 3.(a) The Company's Restated Certificate of Incorporation
        dated October 14, 1982 (incorporated by reference to
     Exhibit 3(a) to the Company's Form 10-KSB for the
fiscal year ended April 30, 1995).          

(b) The Company's Restated and Amended Bylaws dated 
 August 17, 1981 (incorporated by reference to
 Exhibit 3(b) to the Company's Form 10-KSB for
the fiscal year ended April 30,1995).       

(c) Amendment to the Company's Restated and Amended 
        Bylaws (incorporated by reference to Exhibit 3(c) to
          the Company's 10-K for the year ended April 30, 1986).

(d) Amendment to the Company's Restated and Amended 
        Bylaws (incorporated by reference to Exhibit 3(d) to
          the Company's 10-K for the year ended April 30, 1990).

 (e) Amendment dated November 6, 1987 to the Company's
       Restated Certificate of Incorporation (incorporated
      by reference to Exhibit 3(d) to the Company's 10-Q
for the quarter ended October 31, 1987).    

(f) Amendment to the Company's by-laws dated August 
      1, 1996 (incorporated by reference to Exhibit 3(f)
 to the Company's 10-QSB for the quarter ended
July 31, 1997).                             

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).      

(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).                      

(c) Option to Purchase Common Stock dated June 19,  
1991 issued to A. Eric Dott, Chairman of the
 Company (incorporated by reference to Exhibit
  10(f) to the Company's 10-K for the year ended
April 30, 1992).                            

21.    Subsidiaries of the Registrant (incorporated       
by reference to Exhibit 21 to the Company's 
 Form 10-QSB for the quarter ended October 31,
1997).                                      

27.    Financial Data Schedule.                           

(b) The Company did not file any report on Form 8-K 
during the fourth quarter of the year ended 
April 30, 1999.                             

10KSB40 30th Page of 32 TOC 1st Previous Next ↓Bottom Just 30th
S I G N A T U R E S       

In  accordance with Section 13 or 15(d) of the Securities Exchange Act of  1934,
the  registrant has duly caused this report to be signed on its  behalf  by  the
undersigned, thereunto duly authorized.                                         

                MONARCH SERVICES, INC.

                      By:  /s/        A. Eric Dott
                                      --------------------------
                                      A. Eric Dott, Chairman
                                        and Director

DATE: July 29, 1999                                                             
-------------                                                       

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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   July 29, 1999                     /s/     Jackson Y. Dott                
----------------                    -------------------------------   
                            Jackson Y. Dott, President
                                (Principal Executive Officer),
                              Treasurer and Director

Date   July 29, 1999                     /s/    David F. Gonano                 
----------------                    -------------------------------   
                           David F. Gonano, Director

Date   July 29, 1999                     /s/   Helen Delich Bentley             
----------------                    -------------------------------   
                                Helen Delich Bentley, Director

Date   July 29, 1999                     /s/    Steven M. Szekely               
----------------                    -------------------------------   
                              Steven M. Szekely, Executive
                              Vice-President and Secretary

Date   July 29, 1999                     /s/    A. Eric Dott                    
----------------                    -------------------------------   
                            A. Eric Dott, Chairman and
                Director

Date   July 29, 1999                     /s/    Marshall Chadwell               
----------------                    -------------------------------   
                               Marshall Chadwell, Controller
                                (Principal Financial Officer),
                                Principal Accounting Officer

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EXHIBIT INDEX   

Exhibit Number                                                                  
--------------                                                                  

27        -     Financial Data Schedule

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10KSB40’ Filing	Date	First	Last	Other Filings

	4/30/01	22		10KSB, 10QSB/A
	5/14/00	5
	12/31/99	10	13
	10/31/99	26		10QSB
Filed on:	7/29/99	30	31
	7/22/99	27
	7/15/99	1	6
For Period End:	4/30/99	1	29
	10/31/98	26		10QSB
	10/27/98	2	22
	9/30/98	24
	7/31/98	26		10QSB
	6/19/98	6
	4/30/98	19	27	10KSB40, 10KSB40/A
	1/17/98	19
	11/26/97	19
	10/31/97	29		10QSB
	10/3/97	24		DEF 14A
	7/31/97	29		10QSB
	6/11/97	19
	3/12/97	19
	8/1/96	29
	4/30/95	29		DEF 14A, PRE 14A
	4/30/92	29
				List all Filings

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Monarch Services Inc – ‘10KSB40’ for 4/30/99

On: Thursday, 7/29/99 · For: 4/30/99 · Accession #: 202685-99-11 · File #: 0-08512

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Annual Report — Small Business — [x] Reg. S-B Item 405 — Form 10-KSB
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