SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Form 10-QSB/A
(Mark One)
[X] QUARTERLY REPORTS UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1997
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-21662
Strategia Corporation
(Exact name of registrant as specified in its charter)
Kentucky 61-1064606
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10301 Linn Station Road, P.O. Box 37144, Louisville, KY 40233-7144
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 502-426-3434
Former name, former address, and former fiscal year, if changed since last
report.
Indicate by check [X] 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 90 days. Yes [X] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date - 4,664,893.
Part I
Item 1. - Financial Statements
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Balance Sheets
<CAPTION>
September 30, December 31,
1997 1996
(Unaudited)
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,124,680 $ 338,436
Accounts receivable, net 1,526,116 1,099,636
Other current assets 347,530 57,738
Total current assets 7,998,326 1,495,810
Property and equipment 19,952,218 18,335,606
Less accumulated depreciation and amortization 11,282,432 9,851,977
8,669,786 8,483,629
Other assets 373,198 765,971
$17,041,310 $10,745,410
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of long-term debt $ 102,260 $ 63,008
Current installments of obligations under
capital leases 1,369,970 1,973,729
Note payable to stockholder - 800,000
Accounts payable 653,198 695,079
Accrued income taxes 34,027 55,196
Accrued expenses and other current liabilities 2,107,959 896,865
Total current liabilities 4,267,414 4,483,877
Long-term debt, excluding current installments 1,054,022 978,598
Obligations under capital leases,
excluding current installments 614,705 1,705,724
Customers' deposits 40,767 54,117
Deferred revenue 1,649,230 1,072,469
Deferred income taxes 330,484 378,312
Total liabilities 7,956,622 8,673,097
Stockholders' equity:
Preferred stock -- authorized 2,000,000 shares:
Series AA Convertible Preferred ($10 stated value);
authorized 100,000 shares; issued and
outstanding 0 shares at September 30, 1997
and 64,546 shares at December 31, 1996 - 645,460
Common stock without par value. Authorized
15,000,000 shares; issued and outstanding
4,664,893 shares at September 30, 1997 and
3,038,885 shares at December 31, 1996 13,621,276 4,386,834
Accumulated deficit (4,375,915) (2,938,423)
Foreign currency translation (160,673) (21,558)
Total stockholders' equity 9,084,688 2,072,313
$17,041,310 $10,745,410
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Statements of Operations
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Service revenues $2,831,072 $2,287,694 $7,632,330 $7,007,412
Operating expenses:
Cost of services 2,247,649 1,850,530 5,608,358 5,223,215
Selling, general and
administrative expenses 1,344,274 636,465 3,186,170 1,764,527
3,591,923 2,486,995 8,794,528 6,987,742
Operating income (loss) (760,851) (199,301) (1,162,198) 19,670
Other income (expense):
Interest expense (107,548) (123,616) (383,831) (487,555)
Other 167,476 7,574 251,754 14,334
59,928 (116,042) (132,077) (473,221)
Loss before
income taxes $ (700,923) $(315,343) $(1,294,275) $ (453,551)
Provision for income taxes 33,812 23,636 117,813 129,723
Net loss $ (734,735) $(322,305) $(1,412,088) $ (583,274)
Net loss per share
of common stock $ (0.16) $ (0.13) $ (0.35) $ (0.25)
Weighted average number
of common shares
outstanding 4,664,715 2,535,320 4,070,425 2,523,790
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
<CAPTION>
Series AA Foreign
Preferred Common Accumulated Currency
Stock Stock Deficit Translation Total
<S> <C> <C> <C> <C> <C> Balance at
December 31,
1996 $ 645,460 $ 4,386,834 $(2,938,423) $ (21,558) $ 2,072,313
Issuance of
1,366,000
shares of
Common Stock,
Net of
offering costs - 8,583,256 - - 8,583,256
Net loss for
three months
ended March
31, 1997 - - (140,159) - (140,159)
Payments of
dividends - - (12,731) - (12,731)
Translation
adjustment at
March 31, 1997 - - - (84,005) (84,005)
Balance at March
31, 1997 645,460 12,970,090 (3,091,313) (105,563) 10,418,674
Conversion of
Series AA
Preferred Stock (645,460) 645,460 - - -
Net loss for
Three months ended
June 30, 1997 - - (537,194) - (537,194)
Payments of
Dividends - - (12,673) - (12,673)
Translation
adjustment at
June 30, 1997 - - - (42,763) (42,763)
Balance at June
30, 1997 $ - $13,615,550 $(3,641,180) $(148,326) $ 9,826,044
Net loss for
Three months ended
September 30, 1997 - - (734,735) - (734,735)
Translation
adjustment at
September 30, 1997 - - - (12,347) (12,347)
Adjustment for final
offering costs - 5,726 - - 5,726
Balance at September
30, 1997 $ - $13,621,276 $(4,375,915) $(160,673) $ 9,084,688
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
Nine Months Ended
September 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,412,088) $ (583,274)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 1,955,862 1,960,793
Deferred income taxes - 15,033
Other 6,325 (2,244)
Change in operating assets and liabilities:
Accounts receivable (571,972) (562,409)
Other current assets (293,455) 340,701
Accounts payable (16,967) 78,879
Accrued expenses 1,317,000 298,222
Accrued income taxes (12,662) (21,590)
Increase (decrease) in other assets 323,626 (329,878)
Increase in deferred revenue 758,971 1,099,577
Increase (decrease) in customers' deposits 3,161 (13,110)
Net cash provided by operating activities 2,057,801 2,280,700
Cash flows from investing activities:
Acquisition of property and equipment (1,625,985) (308,713)
Net cash used in investing activities (1,625,985) (308,713)
Cash flows from financing activities:
Proceeds from sale of common stock, net 8,533,982 1,200,000
Proceeds from bank line of credit 100,000 250,000
Payment of note payable to stockholder (800,000) -
Principal payments on long-term debt and
obligations under capital leases (2,417,856) (2,192,452)
Payment of dividends on preferred stock (25,404) (13,015)
Net cash provided by (used in) financing
activities 5,390,722 (755,467)
Effect of exchange rate changes on cash (36,294) (22,903)
Net increase in cash and cash equivalents 5,786,244 1,193,617
Cash and cash equivalents at beginning of period 338,436 170,636
Cash and cash equivalents at end of period $6,124,680 $1,364,253
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 1997
(1) In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position
as of September 30, 1997 and the results of operations for the three and nine
months then ended and cash flows for the nine months then ended.
Certain reclassifications of amounts in the condensed consolidated
financial statements have been made to reflect comparability.
(2) This financial information should be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-KSB for the period ended December 31, 1996.
(3) For financial reporting purposes, loss before income taxes for
the three and nine months ended September 30, 1997 and 1996, includes the
following components:
<TABLE>
<CAPTION>
Three months Nine months
ended September 30, ended September 30,
Pretax income (loss): 1997 1996 1997 1996
<S> <C> <C> <C> <C>
United States $ (793,127) $ (334,329) $(1,615,554) $(807,310)
Foreign 92,204 18,986 321,279 353,759
$ (700,923) $ (315,343) $(1,294,275) $(453,551)
</TABLE>
The provision for income tax expense is attributable to earnings from foreign
operations.
(4) Income (loss) per share is based on net income (loss) less preferred
dividends divided by the weighted average number of common and equivalent
shares outstanding during the period. Common stock equivalents outstanding
are calculated for stock options and warrants using the treasury stock method.
Fully diluted per share amounts are not materially different from primary per
share amounts.
(5) The Company called its Series AA Preferred Stock on June 30, 1997. All
preferred shares were converted to Common Stock.
(6) Revenue from Year 2000 compliance consulting and program renovation
contracts is recognized as services are provided and costs are incurred. For
fixed-price contracts, revenue is recognized on the percentage-of-completion
method. Costs incurred to date as a percentage of estimated total contract
costs is used to determine the percentage of completion because management
considers expended costs to be the best available measure of progress on these
contracts. Contract costs include all direct material and labor costs and
those indirect costs related to contract performance. Selling, general and
administrative costs are charged to expense as incurred. Provisions for
estimated losses on uncompleted contracts are made in the period in which such
losses are determined.
(7) The financial statements for the three and nine month periods ended
September 30, 1997 were amended to reflect a recalculation of revenue
recognized under the percentage of completion method for Year 2000 compliance
consulting and program renovation contracts. The following summarizes the
impact of the resulting adjustments on the financial statements.
<TABLE>
<CAPTION>
Three months
ended September 30,1997
Adjustments
Increase (decrease) Revised
<C> <C>
Revenue $ 263,422 $ 2,831,072
Net income (loss) $ 263,422 $ (734,735)
Net income (loss) $ .05 $ (.16)
per share
Nine months
ended September 30,1997
Adjustments
Increase (decrease) Revised
<C> <C>
Revenue $ (409,018) $ 7,632,330
Net income (loss) $ (409,018) $(1,412,088)
Net income (loss) $ (.10) $ (.35)
per share
</TABLE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
This quarterly report contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects," and
similar expressions are intended to identify forward-looking statements.
There are a number of important factors that could cause the Company's actual
results to differ materially from those indicated by such forward-looking
statements. These factors include, without limitation, factors described
in the narrative below or under the caption "Certain Factors That May Affect
Future Results."
Results of Operations
The Company reported revenue of $2,831,072 and $7,632,330 for the three and
nine months ended September 30, 1997, respectively. This compares to revenue
of $2,287,694 and $7,007,412 for the comparable periods in 1996. The Company
reported net losses of $734,735 and $1,412,088 for the three and nine months
ended September 30, 1997 after reporting net losses of $322,305 and $583,274
for the same periods in 1996.
The losses incurred by the Company through the third quarter reflect the early
stage of development of the Year 2000 business, generally. To establish
its presence in the growing Year 2000 market and to be in a position to bid
for contracts, the Company has added technical, marketing and support staff
and otherwise devoted substantial financial resources to build infrastructure
to support growth in the volume of business expected to develop in the
coming two years. The Company's quarterly revenues during the year have
been affected by the number and timing of its Year 2000 contracts in
process. The Company entered into three Year 2000 contracts during the
first half of 1997 and numerous other contracts since September 1, 1997,
and currently has many proposals pending. During the first nine months of
1997, the number of contracts in process has been limited, and events that
have affected the timing of revenue generated under specific contracts
have resulted in significant variations in quarterly revenue.
Factors contributing to the delay of the Company's generation of revenues
during the third quarter include the limited number of contracts in
process, delays in procuring new contracts due to customer unfamiliarity
with evolving industry norms for Year 2000 contracts, customers' need
for special budgeting approvals, changing degrees of involvement by
in-house customer personnel, technical issues, and other similar
factors attributable to the unique nature and potential impact of the Year
2000 problem. The Company expects Year 2000 services to make a
meaningful contribution to revenues during the fourth quarter. The
impact of delays in revenue generation from specific contracts will diminish
as the number of contracts in process continues to increase.
Consolidated service revenue increased $543,378 and $624,918 for the three
and nine month periods ended September 30, 1997 compared to the same periods
in 1996. Revenue from Year 2000 service contracts totaled approximately 5%
of the Company's North American revenues recorded for the nine months
ended September 30, 1997.
The Company's foreign subsidiary, Twinsys Dataguard S.A. (hereinafter
referred to as "Twinsys") accounted for approximately 68% of
consolidated service revenue for the three and nine month periods
ended September 30, 1997. Revenue recorded by Twinsys for the three and
nine months ended September 30, 1997 was comparable to the revenue recorded
for the same periods in 1996. It is expected that the percentage of the
Company's consolidated service revenue generated by Twinsys will decrease
over the next year due to the anticipated growth of revenues from Year
2000 services in North America. The Year 2000 services market is expected
to develop more slowly in Europe than in North America. The Company currently
has outsourcing contracts in process in North America and Year 2000 service
contracts in process in both North America and Europe.
The Company's cost of services increased to $2,247,649 from $1,850,530 and
$5,608,358 from $5,223,215 for the three and nine months ended September
30, 1997 when compared to the same periods in 1996, respectively. Cost
of services has increased during 1997 as the Company develops the
infrastructure required to support anticipated increases in demand for Year
2000 services. The changes include (i) significant growth in the Company's
technical staff in both North America and Europe, (ii) start-up costs
associated with a subsidiary providing millennium services in Europe, and
(iii) establishment of the Company's first compliance testing center in
North America. The Company expects to achieve its targeted level of
staffing for Year 2000 projects by the first quarter of 1998. Further
additions to its staff and equipment will only be made in response to
greater demand for the Company's services. Cost of services as a
percentage of revenue should begin to gradually decrease from current
levels during the fourth quarter of 1997.
The Company's selling, general and administrative expenses for the three and
nine month periods ended September 30, 1997 increased approximately 111%
and 81%, respectively, compared to the same periods in 1996. The increase
is attributable to growth in direct marketing staff, advertising, promotions,
and participation in trade shows both in North America and Europe relating
to millennium and other computer service offerings. Following the completion
of a public stock offering on March 31, 1997, the Company incurred increases
in professional fees and other expenses related to investor relations
services, stock market listing, and similar post-offering matters.
Interest expense totaled $107,548 and $383,831 for the three and nine months
ended September 30, 1997, respectively, as compared to $123,616 and $487,555
for the same periods last year. Interest expense is related mainly to capital
leases for computer equipment. The reduction is attributable to a pay down
in capital lease obligations and the repayment of a stockholder loan from
the offering proceeds received during the first quarter of 1997.
The provision for income taxes totaled $117,813 and $129,723 for the nine
month periods ended September 30, 1997 and 1996, respectively. These
amounts reflect French income taxes resulting from income of Twinsys. No
income tax benefits can be recognized currently for U.S. operating losses,
but these losses are available to offset any future U.S. taxable income.
Liquidity and Capital Resources
At September 30, 1997, the Company had working capital totaling $3,730,912.
In March 1997, the Company completed a public stock offering that raised
$8,592,982, net of offering expenses. The Company has used a portion of
these offering proceeds to repay an $800,000 stockholder loan and to pay
certain accounts payable, accrued expenses, and other current liabilities.
The Company has also used offering proceeds to add marketing staff, project
managers, and technical personnel in North America and Europe in anticipation
of the increased demand for millennium services during the next several
months. In addition, the Company plans to use offering proceeds to
establish and equip regional testing facilities as Year 2000 conversion
projects enter the implementation phase. The Company established one
such facility in North America during the second quarter of 1997, and
expended funds to capitalize and finance a new subsidiary based in Paris,
France that will provide Year 2000 and Euro currency conversion services.
Pending use for working capital needs, the Company maintains funds raised in
its stock offering in short-term, investment-grade, interest-bearing
securities. The Company believes it has adequate capital resources to
support its cash requirements for the next twelve months.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS:
The following important factors, among others, could cause actual results
to differ materially from those indicated by forward-looking statements
made in this Quarterly Report and presented by management from time to time.
The Company has experienced and expects to experience fluctuations in
its quarterly results. A variety of factors influence the level
of the Company's revenues in a particular quarter, including the
number, requirements, and nature of projects, changes during the
course of projects that may impact the timing and current scope of
work in progress, general economic conditions that may influence decisions
by clients and potential clients to invest in or replace their
information systems, decisions by management to rely on in-house
information technology personnel for some or all of a client's or a
potential client's information systems projects, the ability of certain
clients to terminate their engagements without penalty, competition
for engagements, and other factors, many of which are beyond the
Company's control. A significant portion of the Company's current
expense structure does not vary in relation to the Company's level of
revenues. If revenues for a particular quarter do not meet expectations,
operating results will be adversely affected. Gross margins will vary based
upon a number of factors including employee utilization rates as well as
the type and number of millennium engagements performed by the Company
during a particular period. The Company bids a number of Year 2000 projects
on a fixed fee basis. Because the provision of Year 2000 services is a
new industry, there is a greater risk on any project that the amount
bid will not provide the anticipated level of profit.
The Company also believes that its future success will depend in large part
on its ability to continue to attract and retain highly-skilled technical
and management personnel. There can be no assurance that the Company will
be able to attract and obtain qualified personnel needed for the development
of its business.
PART II
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the
registrant has caused this amendment to its quarterly report to be signed
on its behalf by the undersigned, hereunto duly authorized.
STRATEGIA CORPORATION
Date: June 18, 1998 By: \s\ Richard W. Smith
Richard W. Smith, President
(Chief Executive Officer)
(Chief Financial Officer)
(Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> $ 6,124,680
<SECURITIES> 0
<RECEIVABLES> 1,526,116
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,998,326
<PP&E> 19,952,218
<DEPRECIATION> 11,282,432
<TOTAL-ASSETS> 17,041,310
<CURRENT-LIABILITIES> 4,267,414
<BONDS> 1,054,022
<COMMON> 13,621,276
0
0
<OTHER-SE> (4,375,915)
<TOTAL-LIABILITY-AND-EQUITY> 17,041,310
<SALES> 0
<TOTAL-REVENUES> 7,632,330
<CGS> 0
<TOTAL-COSTS> 8,794,528
<OTHER-EXPENSES> 251,754
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 383,831
<INCOME-PRETAX> (1,294,275)
<INCOME-TAX> 117,813
<INCOME-CONTINUING> (1,412,088)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,412,088)
<EPS-PRIMARY> (.35)
<EPS-DILUTED> (.35)
</TABLE>
