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 June 30, 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 August 13,
1998
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Balance Sheets
<CAPTION>
June 30, December 31,
1998 1997
(Unaudited)
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,122,872 $ 3,866,763
Accounts receivable, net 3,023,662 1,509,055
Unbilled revenues 1,665,534 460,254
Other current assets 368,340 148,869
Total current assets 7,180,408 5,984,941
Property and equipment
Cost 20,795,468 19,559,572
Less accumulated depreciation and amortization 13,579,036 12,066,617
Net plant and equipment 7,216,432 7,492,955
Other assets 326,980 767,521
$14,723,820 $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 906,022 1,101,996
Deferred revenue 441,758 375,085
Accounts payable 835,843 938,749
Accrued expenses and other liabilities 2,363,764 1,385,286
Accrued income taxes (61,508) (145,603)
Total current liabilities 4,532,606 3,700,978
Long-term debt, excluding current installments 909,829 933,133
Obligations under capital leases,
excluding current installments 381,208 565,495
Customers' deposits 24,863 37,810
Deferred revenue 1,117,314 948,750
Deferred income taxes 367,275 435,499
Total liabilities 7,333,095 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 (6,339,902) (6,095,924)
Foreign currency translation adjustment (153,338) (146,325)
Total stockholders' equity 7,390,725 7,623,752
$14,723,820 $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 Six Months Ended
June 30, June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Service revenues $ 5,727,667 $ 2,258,059 $ 11,132,299 $ 4,801,258
Operating expenses:
Cost of services 3,990,823 1,643,544 7,544,571 3,360,709
Selling, general and
administrative expenses 1,810,823 1,115,323 3,599,899 1,841,896
5,801,646 2,758,867 11,144,470 5,202,605
Operating
income (loss) (73,979) (500,808) (12,171) (401,347)
Other income (expense):
Interest expense (77,716) (104,269) (154,817) (276,283)
Other income (expense) (36,532) 99,876 (50,445) 84,278
(114,248) (4,393) (205,262) (192,005)
Loss before income taxes (188,227) (505,201) (217,433) (593,352)
Income tax provision (10,836) 31,993 26,546 84,001
Net loss $ (177,391) $ (537,194) $ (243,979) $ (677,353)
Net loss per share of common stock:
Basic $ (0.04) $ (0.12) $ (0.05) $ (0.22)
Diluted $ (0.04) $ (0.12) $ (0.05) $ (0.22)
Weighted average number of common
shares outstanding 4,667,677 4,407,722 4,667,677 3,068,356
</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 17,964 - - 17,964
Translation
Adjustment for March 31, 1998 - - (10,719) (10,719)
Balance at March
31, 1998 $ 13,883,965 $(6,162,511) $(157,044) $ 7,564,410
Net loss for three months
Ended June 30, 1998 - (177,391) - (177,391)
Stock options issued - - - -
Translation adjustment
For June 30, 1998 - - 3,706 3,706
Balance at June 30, 1998 $ 13,883,965 $(6,339,902) $(153,338) $ 7,390,725
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (243,979) $ (677,353)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 1,570,073 1,280,290
Other noncash items 15,547 1,048
Change in operating assets and liabilities:
Accounts receivable (1,514,607) (434,711)
Unbilled revenue (1,205,280) -
Other current assets (219,471) (229,647)
Accounts payable (102,906) (110,571)
Accrued expenses and other current
liabilities 978,478 206,057
Accrued income taxes 84,095 (18,755)
(Increase) decrease in other assets 440,541 200,468
Increase (decrease) in deferred revenues 235,237 736,816
Increase (decrease) in customer deposits (12,947) 7,442
Increase (decrease) in deferred
income taxes (68,224) -
Net cash provided by (used in)
operating activities (43,443) 961,084
Cash flows from investing activities:
Purchases of property and equipment (1,292,834) (527,192)
Net cash used in investing
activities (1,292,834) (527,192)
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 (402,303) (1,077,653)
Payments of dividends on preferred stock - (25,404)
Net cash provided by (used in)
financing activities (402,303) 6,725,199
Effect of exchange rate on changes in cash (5,311) (58,747)
Net increase (decrease) in cash and cash
Equivalents at beginning of year (1,743,891) 7,100,344
Cash and cash equivalents at beginning of
Year 3,866,763 338,436
Cash and cash equivalents at end of period $ 2,122,872 $ 7,438,780
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 1998
(1) 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.
(2) 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 June 30, 1998 and the results of operations and cash flows for the
periods then ended.
(3) The Company provides a variety of information technology services,
including millennium consulting, disaster recovery, and outsourcing services,
both in North America (principally the United States) and internationally.
Services are provided internationally through two French subsidiaries.
One of the subsidiaries, Twinsys Dataguard S.A. (hereinafter referred to as
"Twinsys"), principally provides disaster recovery services, while Strategia
Europe S.A. (hereinafter referred to as "Strategia Europe"), principally
provides millennium consulting services. Revenues and pretax income (loss)
are shown below by geographical component:
<TABLE>
<CAPTION>
Three months Six months
ended June 30, ended June 30,
Service revenues: 1998 1997 1998 1997
<S> <C> <C> <C> <C>
United States $3,405,156 $ 738,123 $ 6,877,636 $1,537,111
International 2,322,511 1,519,936 4,254,663 3,264,147
$5,727,667 $2,558,059 $11,132,299 $4,801,258
Pretax income (loss):
United States $ 11,602 $ (592,445) $ 390,175 $ (822,427)
International (199,829) 87,244 (607,608) 229,075
$ (188,227) $ (505,201) $ (217,433) $ (593,352)
</TABLE>
(4) Revenue, for fixed price millennium and other consulting engagements, is
recognized on the percentage-of-completion method. Actual costs incurred to
date, as a percentage of estimated total contract costs, is used to determine
the percentage-of-completion, since management considers expended costs to be
the best available measure of progress on these contracts. Contract costs
include all direct and indirect costs related to contract performance.
Provisions for estimated losses on uncompleted contracts are made in the
period in which such losses are determined. Revenue from non-fixed-price
contracts is recognized as services are provided and costs are incurred.
Selling, general and administrative costs are charged to expense as incurred.
The provision for income tax expense is attributable to earnings from foreign
operations.
(5) 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Preliminary Note Regarding Forward Looking Information
The information set forth below in "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 include the uncertain
and undeveloped market for millennium services, the availability of technical
personnel, the Company's relationship with automated tool vendors, the
Company's plan to expand the services it offers, the limited time in which a
market for millennium servies is expected to exist, the Company's financial
resources, and competitive factors. These and other factors are set forth
below in "Management's Discussion and Analysis" and described in greater detail
in the Company's annual report on Form 10-KSB for the year ended December 31,
1997, under the heading "Certain Factors that May Affect Future Results."
Results of Operations
The Company generated revenues of $5.7 million for the three months ended
June 30, 1998, versus revenues of $2.3 million for the comparable three-
month period in 1997. For the six months ended June 30, 1998, the Company
recorded revenues of $11.1 million. This was a 132% increase over the first
six months of 1997 and equaled revenues earned for the entire 1997 fiscal year.
The Company incurred a net loss of $177 thousand for the three months ended
June 30, 1998, compared to a net loss of $537 thousand for the three months
ended June 30, 1997. For the six-month period ended June 30, 1998, the
Company incurred a net loss of $244 thousand, as compared to a net loss of
$677 thousand for the comparable period in 1997.
The significant increase in 1998 revenues is attributable principally to an
increase in North American millennium services revenue, as compared to the
prior year. North American millennium services revenues were approximately
54% of the Company's consolidated service revenues for the six-month period
ending June 30, 1998. In the 1997 period, the comparable percentage was less
than 3%. The majority of the North American millennium services revenues were
generated from consulting services, with a much smaller percentage from code
renovation and compliance testing services.
The Company's two principal French subsidiaries accounted for approximately
38% of the Company's consolidated service revenue for the six-month period
ending June 30, 1998, compared to approximately 63% for the full year 1997.
This decrease in relative contribution is primarily due to the increase in
North American millennium services revenue as described above. The French
companies had a combined pretax loss of $200 thousand for the three months
ended June 30, 1998, and $608 thaousand for the six-month period ended June
30, 1998, primarily due to Strategia Europe being in the start-up phase of
providing millennium services.
The consolidated operating loss for the three months ended June 30, 1998,
decreased to $74 thousand from a $501 thousand loss in 1997. The operating
loss for the six-month period was $12 thousand, as compared to $401 thousand
in the comparable 1997 period. The reduction in operating losses in 1998, as
compared to 1997, was primarily due to revenues generated from North American
millennium consulting services in 1998. During the three-month and six-month
periods ended June 30, 1998, the Company's costs increased significantly over
the prior year as expenditures were incurred in anticipation of the demand for
millennium services in both North America and Europe. Selling, general and
administrative expenses of $1.8 million for the three months ended June 30,
1998, were flat, as compared to the first quarter of 1998, and 31.6% of sales
versus 33.1% in the first quarter of 1998.
Other income (expense), net was significantly worse in the three-month period
ended June 30, 1998, versus the comparable period in 1997. This is primarily
due to less interest income being earned on short-term investments in 1998 due
to the increased investment in working capital and costs to develop the
millennium consulting business. Interest expense is principally related to
capital leases.
The provision for income taxes principally relates to French income tax
resulting from the income of Twinsys that cannot be offset by operating
losses elsewhere.
Liquidity and Capital Resources
At June 30, 1998, the Company had working capital totaling $2.6 million.
Accounts receivable and unbilled revenue have increased a combined $2.7 million
since December 31, 1997, with the combined balance at June 30, 1998, being $4.7
million versus $1.4 million at June 30, 1997. The increase is attributable to
the 1998 increase in revenues and the larger number of millennium services
engagements in progress at June 30, 1998.
Net property and equipment of $7.2 million declined slightly since December 31,
1997. This was due primarily to the depreciation expense exceeding assets
purchased or leases capitalized for accounting purposes.
The Company maintains any excess cash balances in short-term, investment-grade,
interest-bearing securities. The Company has no present plans to make
significant capital expenditures this year and it believes it has adequate
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.
The Company's 1998 Annual Meeting has been scheduled for September 16,
1998. The Company expects to exercise discretionary voting authority granted
under any proxy form which is properly executed and returned to the Company on
any matter that may properly come before the 1998 Annual Meeting unless
written notice of the matter is delivered to the Company at its corporate
offices, addressed to the Secretary of the Company, not later than August
21, 1998.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
Form 8-K filed April 30, 1998
Item 4. Changes in Registrant's Certifying Accountants
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: August 10, 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 August 10, 1998
Richard W. Smith (Chief Executive Officer)
/s/ Paul E. Phillips, Jr. (Chief Financial Officer)
Paul E. Phillips, Jr. (Chief Accounting Officer)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> $ 2,122,872
<SECURITIES> 0
<RECEIVABLES> 4,689,196
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,180,408
<PP&E> 20,795,468
<DEPRECIATION> 13,579,036
<TOTAL-ASSETS> 14,723,820
<CURRENT-LIABILITIES> 4,532,606
<BONDS> 0
<COMMON> 13,883,965
0
0
<OTHER-SE> (6,493,240)
<TOTAL-LIABILITY-AND-EQUITY> 14,723,820
<SALES> 0
<TOTAL-REVENUES> 11,132,299
<CGS> 0
<TOTAL-COSTS> 11,144,470
<OTHER-EXPENSES> 50,445
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 154,817
<INCOME-PRETAX> (217,433)
<INCOME-TAX> 26,546
<INCOME-CONTINUING> (243,979)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (243,979)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
