SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORTS UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
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.)
6040 Dutchmans Lane, 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 - 4,667,677 as of May 13, 1998
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Balance Sheets
<CAPTION>
March 31, December 31,
1998 1997
(Unaudited) (Audited)
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,566,115 $ 3,866,763
Accounts receivable, net 3,504,279 1,509,055
Unbilled revenue 1,504,324 460,254
Other current assets 198,809 148,869
Total current assets 7,773,527 5,984,941
Property and equipment 20,124,480 19,559,572
Less accumulated depreciation and amortization 12,768,581 12,066,617
7,355,899 7,492,955
Other assets 307,717 767,521
$15,437,143 $14,245,417
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of long-term debt $ 46,727 $ 45,465
Current installments of obligations
under capital leases 781,366 1,101,996
Deferred revenue 578,783 375,085
Accounts payable 659,244 938,749
Accrued income taxes (77,648) (145,603)
Accrued expenses and other current liabilities 2,191,450 1,385,286
Total current liabilities 4,179,922 3,700,978
Long-term debt, excluding current installments 920,968 933,133
Obligations under capital leases,
excluding current installments 434,120 565,495
Customers' deposits 32,629 37,810
Deferred revenue 1,910,737 948,750
Deferred income taxes 394,357 435,499
Total liabilities 7,872,733 6,621,665
Stockholders' equity:
Common stock without par value. Authorized
15,000,000 shares; issued and outstanding
4,667,677 shares 13,883,965 13,866,001
Accumulated deficit (6,162,511) (6,095,924)
Foreign currency translation adjustment (157,044) (146,325)
Total stockholders' equity 7,564,410 7,623,752
$15,437,143 $14,245,417
</TABLE>
See notes to unaudited condensed consolidated
financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Statements of Operations
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1998 1997
<S> <C> <C>
Service revenues $ 5,404,632 $ 2,543,199
Operating expenses:
Cost of services 3,184,380 1,717,165
Selling, general and administrative expenses 2,158,444 726,573
5,342,824 2,443,738
Operating income 61,808 99,461
Other income (expense):
Interest expense (77,101) (172,014)
Other income (expense) (13,912) (15,598)
(91,013) (187,612)
Loss before income taxes (29,205) (88,151)
Income taxes 37,382 52,008
Net loss $ (66,587) $ (140,159)
Net loss per common and common
equivalent share $ (0.01) $ (0.04)
Weighted average number of common and
common equivalent shares outstanding 4,667,677 3,840,353
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
<CAPTION>
Foreign
Common Accumulated Currency
Stock Deficit Translation Total
<S> <C> <C> <C> <C>
Balance at
December 31,
1997 $ 13,866,001 $(6,095,924) $(146,325) $ 7,623,752
Net loss for
three months
ended March
31, 1998 - (66,587) - (66,587)
Stock options issued
for services 17,964 - - 17,964
Translation
adjustment at
March 31, 1998 - - (10,719) (10,719)
Balance at March
31, 1998 $ 13,883,965 $(6,162,511) $(157,044) $ 7,564,410
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (66,587) $ (140,159)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 837,120 689,724
Other 66,928 (1,310)
Change in operating assets and liabilities:
Accounts receivable (2,035,367) (1,077,843)
Unbilled revenue (1,044,070) (250,761)
Other current assets (50,086) (173,370)
Accounts payable (268,975) 169,046
Accrued expenses and other current
liabilities 773,803 269,403
Accrued income taxes 27,440 33,908
(Increase) decrease in other assets 442,774 224,805
Increase (decrease) in deferred
income taxes (29,496) -
Increase in deferred revenue 1,205,810 1,146,036
Increase in customers' deposits 35,498 43,142
Net cash provided by operating
activities (105,208) 932,621
Cash flows from investing activities:
Acquisition of property and equipment (763,683) (171,721)
Net cash used in investing
activities (763,683) (171,721)
Cash flows from financing activities:
Proceeds from sale of common stock, net 8,528,256
Proceeds from bank line of credit 100,000
Payment of note payable to stockholder - (800,000)
Principal payments on long-term debt and
obligations under capital leases (454,689) (478,860)
Payments of dividends on preferred stock - (12,731)
Net cash provided by (used in)
financing activities (454,689) 7,336,665
Effect of exchange rate changes on cash 22,932 (30,473)
Net increase (decrease) in cash and cash
equivalents (1,300,648) 8,067,092
Cash and cash equivalents at beginning of
period 3,866,763 338,436
Cash and cash equivalents at end of period $ 2,566,115 $ 8,405,528
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 1998
(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 March 31, 1998 and the results of operations and cash flows for the
three months then ended.
(2) This financial information should be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's Annual Report on Form 10-KSB for the period ended December 31, 1997.
(3) For financial reporting purposes, income (loss) before income taxes for
the three month periods ended March 31, 1998 and 1997, includes the following
components:
<TABLE>
<CAPTION>
Three months
ended March 31,
Pretax income (loss): 1998 1997
<S> <C> <C>
United States $ 347,204 $ (229,978)
Foreign (376,409) 141,827
$ (29,205) $ (88,151)
</TABLE>
The provision for income tax expense is attributable to earnings from foreign
operations.
(4) Basic and diluted loss per share is based on net loss less preferred
dividends divided by the weighted average number of common and equivalent
shares outstanding during the period. Basic and diluted per share amounts
are not materially different at March 31, 1998 and 1997.
(5) 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Preliminary Note Regarding Forward Looking Information
The information set forth below, "Management's Discussion and Analysis"
as well as other sections of this report includes forward-looking statements.
For this purpose, the words "believes," "anticipates," "plans," "expects,"
and similar expressions are intended to identify forward-looking statements.
Factors that could cause the Company's actual results to differ materially
from those indicated by the forward-looking statements are set forth below in
"Management's Discussion and Analysis." and in the Company's annual report on
Form 10-KSB for the year ended December 31, 1998, under the heading "Certain
Factors that May Affect Future Results."
Results of Operations
The Company reported revenue of $5,404,632 for the three months ended
March 31, 1998. This compares to revenue of $2,543,199 for the
comparable period in 1997. The Company reported net loss of $66,587 for
the three months ended March 31, 1998, compared to a net loss of
$140,159 for the three months ended March 31, 1997. The increase in
revenue in 1998 is attributable principally to an increase in North
American millennium services revenue of approximately $2.9 million.
Millennium services revenue comprised approximately 55 percent of the
Company's consolidated revenue for the quarter ending March 31, 1998,
but made no significant contribution to the comparable quarter in 1997.
The Company's two principal French subsidiaries, Twinsys Dataguard S.A.
(hereinafter referred to as "Twinsys") and Strategia Europe S.A.S.
(hereinafter referred to as "Strategia Europe") principally offer disaster
recovery and millennium services, respectively. Twinsys accounted
for approximately 36 percent of the Company's consolidated service revenue
for the three-month period ending March 31, 1998, compared to approximately
63 percent for the full year 1997. This decrease in relative contribution
is due to the increase in North American millennium services revenue.
Strategia Europe had a net loss for the three months ended March 31, 1998
of approximately $270,000. Strategia Europe is in the start-up phase of
providing millennium services. To build its capability, it has invested
in human resources and has incurred marketing expenses. As a result,
Strategia Europe has been able to sign a number of millennium services
contracts. However, many of these contracts are at their early phases
and have not generated sufficient revenue to cover expenses.
The Company's cost of services increased to $3,184,380 from $1,717,165 in
the three months ended March 31, 1998, when compared to the same period in
1997. Selling, general and administrative expenses increased to $2,158,444
in the three months ended March 31, 1998, compared to $726,573 for the
three months ended March 31, 1997. These increases are principally due to
costs incurred to sell and provide millennium services both in North America
and in Europe.
Interest expense for the three-month period ended March 31, 1998, was
$77,101 compared to $172,014 for the comparable period in 1997. The change
is due to a reduction in debt following the Company's public offering of
its Common Stock that closed in March 1997. Interest expense in 1998
is principally related to capital leases.
The provision for income taxes totaled $37,382 and $52,008 for the
three-month period ended March 31, 1998 and 1997, respectively. This
provision is due to French income tax resulting from income of Twinsys.
Liquidity and Capital Resources
At March 31, 1998, the Company had working capital totaling $3,593,605.
Accounts receivable and unbilled revenue increased $1,955,224 and $1,044,070,
respectively, from their comparable balances at December 31, 1997. The
increase in accounts receivable occurs consistently at Twinsys during
specific periods of it business cycle and are attributable to the
multi-month invoices that are generated by Twinsys for its backup
services customers. The increase in unbilled revenue is attributable to
the larger number millennium services engagements that were in progress
in North America at March 31, 1998.
Pending the use for working capital needs, the Company maintains excess
cash in short-term, investment-grade, interest-bearing securities. The
Company has no present plans to make significant and capital expenditures
this year and it believes it has adequate capital resources to support its
cash requirements for the remainder of the year.
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 Events.
None.
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, the registrant has
caused its quarterly report to be signed on its behalf by the undersigned,
hereunto duly authorized.
STRATEGIA CORPORATION
Date: May 15, 1998 By: /s/ Richard W. Smith
Richard W. Smith, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard W. Smith President and Director May 15, 1998
Richard W. Smith (Chief Executive Officer)
(Chief Financial Officer)
(Chief Accounting Officer)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> $ 2,566,115
<SECURITIES> 0
<RECEIVABLES> 5,008,603
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,773,527
<PP&E> 20,124,480
<DEPRECIATION> 12,768,581
<TOTAL-ASSETS> 15,437,143
<CURRENT-LIABILITIES> 4,179,922
<BONDS> 967,695
<COMMON> 13,833,965
0
0
<OTHER-SE> (6,319,555)
<TOTAL-LIABILITY-AND-EQUITY> 15,437,143
<SALES> 0
<TOTAL-REVENUES> 5,404,632
<CGS> 0
<TOTAL-COSTS> 5,342,824
<OTHER-EXPENSES> (13,912)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 77,101
<INCOME-PRETAX> (29,205)
<INCOME-TAX> 37,382
<INCOME-CONTINUING> (66,587)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (66,587)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
