Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Nine Months Ended September 30, 2009
Commission File No. 0-8488
TWENTY SERVICES, INC.
(Exact name of Registrant as specified in its Charter)
ALABAMA | 63-0372577 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer ID No.) | |
20 Cropwell Drive, Suite 100 | Pell City, Alabama 35128 | |
(Address or principal executive offices) | (City, State, Zip) |
Registrants telephone number, including area code 205-884-7932
Former name, former address, and former fiscal year, if changed since last report.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.
YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of Common Stock, as of the period of this report.
Par Value $0.10 per share 1,283,068 shares
TWENTY SERVICES, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
September 30, 2009 |
December 31, 2008 |
|||||||
ASSETS | ||||||||
Cash and temporary investments |
$ | 394,940 | $ | 53,461 | ||||
Marketable securities and other assets |
2,951,426 | 3,211,640 | ||||||
Total assets |
$ | 3,346,366 | $ | 3,,265,101 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
Liabilities: |
||||||||
Accounts payable and accrued expenses |
$ | 77,075 | $ | 95,954 | ||||
Stockholders equity: |
||||||||
Preferred stock, Cumulative $0.10 par value |
50,511 | 50,511 | ||||||
Common stock, par value $0.10 |
128,307 | 128,307 | ||||||
Additional paid-in capital |
1,716,074 | 1,716,074 | ||||||
Retained earnings |
1,181,903 | 1,219,440 | ||||||
Accumulated other comprehensive income |
546,001 | 407,303 | ||||||
Less investment in Twenty Services Holding |
(60,000 | ) | (60,000 | ) | ||||
Treasury Stock |
(293,506 | ) | (292,488 | ) | ||||
Net stockholders equity |
3,269,290 | 3,169,147 | ||||||
Total liabilities and stockholders equity |
$ | 3,346,366 | $ | 3,265,101 | ||||
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TWENTY SERVICES, INC.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ending September 30, |
Nine Months Ending September 30, |
|||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenues |
$ | 22,130 | $ | 61,656 | $ | 77,462 | $ | 123,969 | ||||||||
Expenses: |
||||||||||||||||
General and administrative |
(18,160 | ) | (54,826 | ) | (113,850 | ) | (131,787 | ) | ||||||||
Income (loss) from operations and net income (loss) |
$ | 3,970 | $ | 6,830 | $ | (36,388 | ) | $ | (7,818 | ) | ||||||
Weighted average number of Common shares outstanding |
1,283,068 | 1,283,068 | 1,283,068 | 1,283,068 | ||||||||||||
Earnings per share * |
||||||||||||||||
Net income |
$ | .00 | $ | .00 | $ | .00 | $ | .00 | ||||||||
* | After giving effect on a pro-rata basis to anticipated preferred dividends of $0.07 per share per annum on 505,110 shares. |
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TWENTY SERVICES, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30, |
||||||||
2009 | 2008 | |||||||
Cash flows from operating activities: |
||||||||
Interest and dividends received |
87,355 | 123,969 | ||||||
General expenses |
(126,850 | ) | (131,787 | ) | ||||
Net cash (used) provided by operating activities |
(39,495 | ) | (7,818 | ) | ||||
Cash flows from investing activities: |
||||||||
Net sale (purchase) of securities |
416,721 | 323,310 | ||||||
Preferred stock dividend |
(34,728 | ) | (34,728 | ) | ||||
Purchase of Treasury Stock |
(1,019 | ) | (6,003 | ) | ||||
Net cash provided (used) by investing activities |
380,974 | 282,579 | ||||||
Net increase (decrease) in cash |
341,479 | 274,761 | ||||||
Cash and temporary investments, beginning of period |
53,461 | 66,369 | ||||||
Cash and temporary investments, end of period |
$ | 394,940 | $ | 341,130 | ||||
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MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended September 30, 2009 the Registrants liquidity remained stable. The Company has no notes payable nor long term debt and does not anticipate the need for borrowing in the near future. The Registrant has sufficient cash and temporary cash investments to meet its short term liquidity needs. Should long term liquidity needs exceed cash and temporary cash investments, then the Registrant would dispose of marketable securities as it deems appropriate. Current trends and known demands and commitments do not create a need for liquidity in excess of the Companys current liabilities to generate liquidity.
The Company anticipates that its operating activities and its investing activities will generate net cash flows and that its financing activities will continue to use cash flows.
ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued authoritative guidance making the Accounting Standards Codification the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the Securities and Exchange Commission. This guidance, which was incorporated into ASC Top 105, Generally Accepted Accounting Principles, was effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption did not have any impact on the Companys Consolidated Financial Statements.
FAIR VALUE MEASUREMENTS
Fair value guidance establishes a framework for using fair value to measure assets and liabilities and defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) as opposed to the price that would be paid to acquire the asset or received to assume the liability (an entry price). A fair value measure should reflect the assumptions that market participants would use in pricing the asset or liability, including the assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. Required disclosures include stratification of balance sheet amounts measured at fair value based on inputs the Company would use to derive fair value measurements. These strata include:
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entitys own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Twentys assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
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Fair Value Measurements at Reporting Date Using | ||||||||||
Description |
09/30/09 | Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) | ||||||
Trading securities |
| | ||||||||
Available-for-sale securities |
$ | 2,840,641 | $ | 2,840,641 | | | ||||
| | |||||||||
| | |||||||||
Total |
$ | 2,840,641 | $ | 2,840,641 | ||||||
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RESULTS OF OPERATIONS
The Registrant reported a net (loss) of $36,388 for the nine months ended September 30, 2009 as compared to the net loss of $7,818 for the corresponding 2008 period. The increase in loss was due primarily to an increase in compliance expenses.
REVENUES
Revenues for the nine months ended September 30, 2009 of $77,462 were less than the amount of $123,969 for the corresponding 2008 period due to a decrease in interest income.
EXPENSES
General and administrative expenses of $113,850 in 2009 were comparable to 131,787 for the corresponding 2008 period. The above financial statements include all the adjustments which, in the opinion of Management, are necessary for a fair presentation of such financial information in conformity with generally accepted accounting principles. All adjustments are of a normal recurring nature.
FINANCIAL DISCLOSURE AND INTERNAL CONTROLS
Twenty Services, Inc. maintains internal controls over financial reporting, which generally include those controls relating to the preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. As a small public company Twenty Services, Inc. is subject to the internal control reporting and attestation requirements under Section 13(a)-15 and 15(d)-15 of The Securities Exchange Act of 1934.
Twenty Services, Inc. has established processes to ensure appropriate disclosure controls and procedures are maintained. These controls and procedures as defined by the SEC are generally designed to ensure that financial information required to be disclosed in reports filed with the SEC is reported within the time periods specified in the SECs rules and regulations, and that such information is communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as appropriate, to allow timely decisions regarding required disclosure.
Twenty Services, Inc.s senior management is involved in the day-to-day operations of the Company. Managements interaction and monitoring activities evaluate recent internal and external events to determine whether all appropriate disclosures have been made in reports filed with the SEC. The Forms 10-K and 10-Q are presented to the Board of Directors for approval. Financial results and other financial information are also reviewed with the Audit Committee annually.
As required by applicable regulatory pronouncements, the CEO and CFO review and make various certifications regarding the accuracy of Twenty Services periodic public reports filed with the SEC, as well as the effectiveness of disclosure controls and procedures and internal controls over financial reporting. Twenty Services, Inc.s stock is not listed or traded and, therefore, not required to comply with corporate governance listing standards.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings |
None | |||
Item 2. Changes in Securities |
None | |||
Item 3. Defaults Upon Senior Securities |
None | |||
Item 4. Submission of Matters to a Vote of Security Holders |
None | |||
Item 5. Other Information: |
None | |||
Item 6. Exhibits and Reports on Form 8-K |
EXHIBITS:
31.1 | CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 OF CHAIRMAN/DIRECTOR AND PRINCIPAL EXECUTIVE OFFICER | |
31.2 | CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 OF EXECUTIVE VICE-PRESIDENT | |
32.1 | CERTIFICATION OF CHAIRMAN/DIRECTOR AND PRINCIPAL EXECUTIVE OFFICER | |
32.2 | CERTIFICATION OF EXECUTIVE VICE-PRESIDENT |
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TWENTY SERVICES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.
/s/ David J. Noble | ||||
Date: November 16, 2009 | David J. Noble | |||
Chairman/Director | ||||
And Principal Executive Officer | ||||
/s/ Jack C. Bridges | ||||
Date: November 16, 2009 | Jack C. Bridges | |||
Executive Vice-President |
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