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, 1999
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, Suite 400, Louisville, KY 40205-3271
(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 June 30,
1999
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
1999 1998
(Unaudited) (Audited)
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,228,022 $ 761,650
Accounts receivable, net 4,107,554 3,207,375
Unbilled revenues 1,871,638 1,386,810
Other current assets 346,055 491,706
Total current assets 7,553,269 5,847,541
Property and equipment
Cost 20,557,571 21,593,384
Less accumulated depreciation 15,960,672 15,500,460
Net property and equipment 4,596,899 6,092,924
Other assets 306,207 381,418
$12,456,375 $12,321,883
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of long-term debt $ 53,581 $ 50,726
Current installments of obligations
under capital leases 351,799 505,931
Deferred revenue 396,294 395,438
Accounts payable 991,603 1,663,736
Accrued expenses and other liabilities 2,272,830 1,708,408
Accrued income taxes 36,126 42,767
Total current liabilities 4,102,233 4,367,006
Long-term debt, excluding current installments 854,884 882,407
Obligations under capital leases,
excluding current installments 76,589 272,253
Deferred revenue 1,186,645 1,010,547
Deferred income taxes 170,114 352,825
Minority interest 125,810 71,201
Total liabilities 6,516,275 6,956,239
Stockholders' equity:
Common stock without par value. Authorized
15,000,000 shares; issued and outstanding
4,667,677 shares 13,883,965 13,883,965
Accumulated deficit (7,669,155) (8,509,606)
Accumulated other comprehensive loss (274,710) (8,715)
Total stockholders' equity 5,940,100 5,365,644
$12,456,375 $12,321,883
</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,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Service revenues $ 6,152,379 $ 5,727,667 $ 12,574,316 $11,132,299
Operating expenses:
Cost of services 3,790,431 3,973,628 7,659,653 7,665,480
Selling, general and
administrative expenses 1,694,440 1,828,018 3,504,263 3,478,990
Other charges 315,000 - 315,000 -
5,799,871 5,801,646 11,478,916 11,144,470
Operating income (loss) 352,508 (73,979) 1,095,400 (12,171)
Other (income) expense:
Interest expense 41,211 77,716 89,066 154,817
Interest income (2,719) (33,081) (4,826) (51,835)
Other (income)expense 33,305 69,613 68,153 102,280
71,797 114,248 152,393 205,262
Income (loss) before
income taxes 280,711 (188,227) 943,007 (217,433)
Income tax provision 45,295 (10,836) 102,556 26,546
Net income (loss) $ 235,416 $ (177,391) $ 840,451 $ (243,979)
Net income (loss) per share of common stock:
Basic $ 0.05 $ (0.04) $ 0.18 $ (0.05)
Diluted $ 0.05 $ (0.04) $ 0.18 $ (0.05)
Weighted average number of common
shares outstanding 4,667,677 4,667,677 4,667,677 4,667,677
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net income (loss) $ 235,416 $ (177,391) $ 840,451 $ (243,979)
Other comprehensive
income (loss), net of tax:
Foreign currency translation
adjustments (94,895) 3,706 (265,995) (7,013)
Comprehensive
Income (loss) $ 140,521 $ (173,685) $ 574,456 $ (250,992)
</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,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 840,451 $ (243,979)
Adjustments to reconcile net income (loss)
to net cash provided by
operating activities:
Depreciation and amortization 1,279,885 1,570,073
Other noncash items 245,563 (52,677)
Change in operating assets and liabilities:
Accounts receivable (900,179) (1,514,607)
Unbilled revenue (484,828) (1,205,280)
Other current assets 145,651 (219,471)
Accounts payable (672,133) (102,906)
Accrued expenses and other current
liabilities 409,425 965,531
Accrued income taxes (6,641) 84,095
Other assets 64,097 440,541
Deferred revenues 176,954 235,237
Net cash provided by (used in)
operating activities 1,098,245 (43,443)
Cash flows from investing activities:
Purchases of property and equipment (248,561) (1,292,834)
Net cash used in investing
activities (248,561) (1,292,834)
Cash flows from financing activities:
Principal payments on long-term debt and
obligations under capital leases, net (313,864) (402,303)
Net cash used in financing
activities (313,864) (402,303)
Effect of exchange rate on changes in cash (69,448) (5,311)
Net increase (decrease) in cash and cash
equivalents 466,372 (1,743,891)
Cash and cash equivalents at beginning of
year 761,650 3,866,763
Cash and cash equivalents at end of period $ 1,228,022 $ 2,122,872
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<CAPTION>
Accumulated
Other
Common Accumulated Comprehensive
Stock Deficit Income (Loss) Total
<S> <C> <C> <C> <C>
Balance at
December 31,
1998 $ 13,883,965 $(8,509,606) $ (8,715) $ 5,365,644
Net income for
three months
ended March 31 - 605,035 - 605,035
Foreign currency
translation adjustment - - (171,100) (171,100)
Balance at March
31, 1999 $ 13,883,965 $(7,904,571) $(179,815) $ 5,799,579
Net income for three months
ended June 30 - 235,416 - 235,416
Foreign currency
translation adjustment - - (94,895) (94,895)
Balance at June 30, 1999 $ 13,883,965 $(7,669,155) $(274,710) $ 5,940,100
</TABLE>
See notes to unaudited condensed consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
NOTES TO JUNE 30, 1999 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) This financial information should be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's December 31, 1998, Annual Report on Form 10-KSB. In the opinion
of the Company, the accompanying unaudited condensed consolidated financial
statements contain all adjustments (consisting of normal recurring
accruals, except for the charge related to the lease assignment as explained
in Note 3 below) necessary to present fairly the financial position as of June
30, 1999, and the results of operations and cash flows for the period then
ended. Certain prior year data has been reclassified to conform to current
year presentation.
(2) The Company provides a variety of information technology services,
including Year 2000 services, disaster recovery services, and outsourcing
services; both in the United States and in France.
In the United States, Strategia primarily provides Year 2000 services and
disaster recovery services. During the six months ended June 30, 1999,
approximately 91% of the $6.4 million U.S. revenues were Year 2000 service
revenues; compared to 86% of U.S. revenues in the year ended December 31,
1998.
Internationally, the Company provides its services through three French
companies. Twinsys Dataguard S.A. ("Twinsys"), a wholly-owned subsidiary of
Strategia, provides disaster recovery and contingency planning services to
users of Bull computers. Twin-X S.A. ("Twin-X"), a 60% owned subsidiary of
Twinsys, provides similar services to users of Unix-based computer systems.
Strategia Europe S.A.S. ("Strategia Europe"), a wholly-owned subsidiary of
Strategia, provides Year 2000 services in France. Approximately 60% of the
$6.1 million Foreign revenues were from disaster recovery services and 40%
from Year 2000 services during the first six months of 1999.
Revenues and pretax income (loss) are shown below by geographical component:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
<S> <C> <C> <C> <C>
1999 1998 1999 1998
Service revenues:
United States $3,203,668 $3,405,156 $6,432,941 $6,877,636
Foreign 2,948,711 2,322,511 6,141,375 4,254,663
$6,152,379 $5,727,667 $12,574,316 $11,132,299
Pretax income (loss):
United States 211,916 11,602 782,840 390,175
Foreign 68,795 (199,829) 160,167 (607,608)
$ 280,711 $ (188,227) $ 943,007 $ (217,433)
</TABLE>
(3) Revenues from fixed price Year 2000 and other consulting engagements
were recognized on the percentage-of-completion method. Actual costs
incurred to date, as a percentage of estimated total contract costs, were
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 included all direct costs related to contract
performance. Provisions for estimated losses on uncompleted contracts, when
required, were made in the period in which such losses were determined.
Revenues from non-fixed-price contracts were recognized as services were
provided and costs were incurred. Selling, general and administrative costs
were charged to expense as incurred.
The Company recorded a charge in the amount of $315 thousand at June 30, 1999,
for a loss to be incurred in the assignment of a lease for office space to a
third party. This charge covers expenses to be incurred from a write-down of
leasehold improvements and other fixed assets, broker fees and net monthly rent
not covered by the assignee.
The provision for income tax expense is principally attributable to earnings
from foreign operations. The Company had U.S. net operating loss
carry-forwards of approximately $8.1 million at December 31, 1998, which
virtually eliminated the requirement for a Federal income tax provision.
(4) Basic and diluted income (loss) per share is based on net income (loss)
divided by the weighted average number of common and equivalent shares
outstanding during the period.
STRATEGIA CORPORATION AND SUBSIDIARIES
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
market for Year 2000 services, the availability of technical personnel, the
Company's relationship with automated tool vendors, the limited time in which
a market for Year 2000 services is expected to exist, the Company's need to
expand the services it offers beyond Year 2000 services, events that affect
the timing of the Company's recognition of service revenues, 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, 1998, under the heading "Certain Factors that May Affect
Future Results."
Results of Operations
Consolidated revenues increased 7% to $6.2 million for the three months ended
June 30, 1999. Net income for the three months ended June 30, 1999, was $235
thousand, or $ .05 per share, compared to a net loss of $177 thousand, or
$ .04 per share, in the 1998 second quarter. For the six months, revenues
increased to $12.6 million, a 13 % increase over the $11.1 million in the
comparable 1998 period. Net income for the six months was $840 thousand, or
$ .18 per share, versus a 1998 loss of $244 thousand, or $ .05 per share.
This increase in revenues primarily occurred at Strategia Europe where Year
2000 service revenues increased from less than $700 thousand in the first six
months of 1998 to $2.5 million in the first half of 1999. During the first
six months of 1999, approximately 51% of consolidated revenues were generated
in the United States and 49% in France.
Operations in the United States contributed pretax profits of $212 thousand
in the three months ended June 30, 1999, as compared to a pretax profit of
$12 thousand in the comparable 1998 period. The French companies had a
combined pretax income of $69 thousand for the three months ended June 30,
1999, as compared to a $200 thousand pretax loss for the prior year
three-month period ended June 30, 1998. For the six months ended June 30,
1999, the United States operations contributed $783 thousand in pretax
profits, as compared to $390 thousand in the first six months of 1998, while
the Foreign operations earned $160 thousand in pretax income, as compared to
a pretax loss of $608 thousand in 1998. The prior year pretax loss was
primarily due to Strategia Europe being in the start-up phase of providing
Year 2000 services.
Consolidated disaster recovery revenues were $4.2 million for the six months
ended June 30, 1999, a decrease of $200 thousand from the prior year.
Consolidated Year 2000 service revenues increased to approximately $8.4
million in the six months ended June 30, 1999, versus $6.7 million in the
comparable 1998 period. This increase occurred in France as the Strategia
Europe business increased its Year 2000 revenues from less than $700 thousand
in the first six months of 1998 to $2.5 million in the first six months of
1999. U.S. revenues from Year 2000 services were approximately the same in
both 1999 and 1998 periods. The profit contribution from Year 2000 services
improved in the first six months of 1999 due to improved contribution margins
in the U.S. and due to significantly higher revenues and improved
profitability in France. The improvement in the U.S. was a result of actions
taken in December 1998 to bring staffing and other costs in line with the
current level of revenues and more effective management of Year 2000
projects. The majority of the Year 2000 engagements were fixed-price
engagements. Contribution margins each period may be impacted by how
effectively certain engagements are managed, as well as whether or not costs
were appropriately estimated when the proposals were submitted to the
customers.
Selling, general and administrative expenses decreased to $1.7 million, or
28% of revenues, in the three months ended June 30, 1999, as compared to $1.8
million, or 32% of revenues, in the comparable 1998 period. In the six-month
period ended June 30, 1999, selling, general and administrative expenses
decreased to 28% of revenues from 31% of revenues in the 1998 six-month
period.
The Company recorded a charge in the amount of $315 thousand in the quarter
for a loss to be incurred in connection with the assignment of a lease for
office space to a third party. This charge covers expenses from a write-down
of leasehold improvements and other fixed assets, broker fees and net monthly
rent not covered by the assignee. The anticipated assignment of this lease,
to be effective October 1, 1999, will reduce future cash operating costs
between October 1, 1999, and December 31, 2003, by nearly $1.2 million.
Interest expense decreased as a number of capitalized leases have come to an
end. Interest income declined due to reduced short-term investments as a
result of the negative cash flow incurred in the fiscal year ended December
31, 1998.
Income tax provisions principally relate to the French companies. In the
United States, the company has substantial net operating loss carry-forwards
that eliminate virtually any Federal income tax provision.
Financial Condition, Liquidity and Capital Resources
The Company has an accumulated deficit of $7.7 million at June 30, 1999,
having incurred $5.5 million in losses during the two years ended December
31, 1998. Those losses were primarily due to the cost of establishing and
maintaining an infrastructure to market and deliver Year 2000 services. The
market did not develop as anticipated and in December 1998 the Company
implemented a restructuring plan that included a U.S. workforce reduction of
approximately 30% from the level at the beginning of the 1998 fourth quarter.
The Company continues to investigate other steps that can be taken to reduce
costs and more properly align costs with its current level of business.
Additionally, as the demand for Year 2000 services declines, the Company
needs to replace Year 2000 service revenues with other IT service revenues.
The ability of the Company to continue as a going concern is dependent on
management's ability to successfully develop new IT service revenues and
achieve consistently profitable operations.
At June 30, 1999, the Company had working capital totaling $3.5 million as
compared to $1.5 million at December 31, 1998 and $2.6 million at June 30,
1998. Accounts receivable and unbilled revenues have increased a combined
$1.4 million since December 31, 1998. The increase is attributable to the
improvement in revenues, and also due to the timing of collections of billed
receivables.
Net property and equipment declined by $1.5 million since December 31, 1998.
This was due primarily to the depreciation expense exceeding assets purchased
and leases capitalized for accounting purposes.
Cash flow in the first six months of 1999 was a positive $536 thousand
(before the effect of exchange rates on change in cash) as compared to a cash
outflow of $1.7 million in the first six months of 1998. This improvement
was primarily a result of a $1.1 million improvement in net cash provided by
operating activities, reduced capital expenditures of $1.0 million, and a
small net reduction in long-term debt and capitalized lease payments.
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. Assuming the
Company continues to be profitable for the remainder of 1999, the Company
believes it has adequate resources to support its cash requirements for the
remainder of the year. Should the Company, however, sustain significant net
losses during the next twelve months, there would be a need for additional
cash resources.
Year 2000 Compliance Status
The Company is an information technology services company, the majority of
its current revenues being derived by providing Year 2000 consulting and
project management services. The Company also provides disaster recovery
backup services, with the majority of these revenues being generated in
France. The Company has made a review of all of its critical systems,
including revenue generating computers, in both the United States and France.
The cost of completing this review was less than $100 thousand and was charged
against operating expenses, primarily during the year ended December 31, 1998.
The Company believes all critical equipment and systems to be Year 2000
compliant, with the exception of the Bull mainframe computer systems utilized
for disaster recovery backup service in the U.S. Although the Company has
leased a Bull 9000 mainframe computer, which is Year 2000 compliant in and of
itself, additional equipment must be acquired in order to make this system
Year 2000 compliant. It is estimated that this investment will cost $70
thousand to $100 thousand. The Company has not yet decided as to whether or
not it will make this investment. Revenues from Bull Disaster Recovery
services in the U.S. totaled $830 thousand in 1998 and are expected to decline
to approximately $500 thousand in 1999, and may decline even more dramatically
in 2000. All other critical systems are believed to be Year 2000 compliant.
The Company's resources are primarily its personnel and, to a certain extent,
the computer systems described above. The Company is not dependent upon
external suppliers for raw materials or other productive resources as
manufacturers and many other service businesses may be. The primary external
resources are the public utilities for electricity, telephone service, etc.
Therefore, the Company's risks of being able to maintain its own operations
are essentially limited to the public infrastructure risks to which all
business enterprises are exposed.
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: August 6, 1999 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 6, 1999
Richard W. Smith (Chief Executive Officer)
/s/ Paul E. Phillips, Jr. Vice President and August 6, 1999
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-31-1999
<PERIOD-END> JUN-30-1999
<CASH> $ 1,228,022
<SECURITIES> 0
<RECEIVABLES> 5,979,192
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,553,269
<PP&E> 20,557,571
<DEPRECIATION> 15,960,672
<TOTAL-ASSETS> 12,456,375
<CURRENT-LIABILITIES> 4,102,233
<BONDS> 0
<COMMON> 13,883,965
0
0
<OTHER-SE> (7,669,155)
<TOTAL-LIABILITY-AND-EQUITY> 12,456,375
<SALES> 0
<TOTAL-REVENUES> 12,574,316
<CGS> 0
<TOTAL-COSTS> 11,478,916
<OTHER-EXPENSES> 63,327
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 89,066
<INCOME-PRETAX> 943,007
<INCOME-TAX> 102,556
<INCOME-CONTINUING> 840,451
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 840,451
<EPS-BASIC> .18
<EPS-DILUTED> .18
</TABLE>
