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EX-32.1 - SECTION 906 CERTIFICATION OF CHAIRMAN/DIRECTOR AND PRINCIPAL EXECUTIVE OFFICER - TWENTY SERVICES INCdex321.htm
EX-31.2 - SECTION 302 CERTIFICATION OF EXECUTIVE VICE-PRESIDENT - TWENTY SERVICES INCdex312.htm
EX-32.2 - SECTIO 906 CERTIFICATION OF EXECUTIVE VICE-PRESIDENT - TWENTY SERVICES INCdex322.htm
EX-31.1 - SECTION 302 CERTIFICATION OF CHAIRMAN/DIRECTOR AND PRINCIPAL EXECUTIVE OFFICER - TWENTY SERVICES INCdex311.htm

 

 

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)

Registrant’s 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 issuer’s 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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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended September 30, 2009 the Registrant’s 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 Company’s 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 Company’s 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 entity’s 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. Twenty’s 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 SEC’s 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. Management’s 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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