SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
X Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the Fiscal Year Ended
December 31, 1999.
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. Identification No.)
Employer incorporation or organization)
10301 Linn Station Road
Louisville, Kentucky 40223
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (502)426-3434
Securities registered pursuant to Section 12(b) of the Act: Common Stock
Securities registered pursuant to Section 12(g) of the Act: None
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 90
days. Yes __X__ No _____.
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 1999: Common stock -- $4,631,677.
The number of shares of the registrant's common stock outstanding as of
March 22, 2000 -- 4,572,782 shares.
INCORPORATION BY REFERENCE
None.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Preliminary Note Regarding Forward-Looking Statements
The information set forth in "Item 1. Description of Business" and in
"Item 6. Management's Discussion and Analysis of Operations and Financial
Condition" 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. There are a
number of factors that could cause the Company's actual results to differ
materially from those indicated by the forward-looking statements, including,
without limitation, those set forth under "Certain Factors That May Affect
Future Results" and in other sections of "Item 1. Description of Business" and
in "Item 6. - Management's Discussion and Analysis."
GENERAL
During 1999 and prior years Strategia Corporation ("Strategia") and its
subsidiaries (together referred to as the "Company") provided a variety of
information technology services including Year 2000 consulting, disaster
recovery, and outsourcing services, both in the United States and in Europe.
Since 1984 the Company specialized in assisting business organizations and
government agencies prepare for and avert the consequences of unknown,
unplanned interruption in data processing of large-scale computer systems by
providing alternate site processing and contingency planning services in North
America. These services were originally provided to users of large scale Bull
(formerly Honeywell) computers in North America and, since 1993, to users of
IBM computers. Similar services have been provided in France since 1995
through a wholly owned subsidiary for users of Bull computer systems; and
since 1996, through a majority owned subsidiary, for UNIX-based computer
systems users. In 1997, the company began to offer Year 2000 related
Information Technology Services in both the United States and France. In 1999,
91% of the Company's $10.7 million U.S. revenues and nearly 45% of its French
subsidiaries $11.2 million revenues were generated by providing Year 2000
related Information Technology Services.
On August 10, 1999, Strategia entered into a definitive agreement to sell
its French subsidiaries to a subsidiary of Guardian iT plc ("Guardian"); this
transaction was completed on November 10, 1999. The French subsidiaries
comprised the entirety of the Company's foreign business segment. On December
14, 1999, the Company announced that the Board of Directors of Strategia had
approved a plan to exit its two remaining revenue generating lines of
business, Information Technology Consulting Services and Disaster Recovery
Services. Therefore, as of January 1, 2000, the Company has no "continuing"
business operations. The Board of Directors is in the process of reviewing
various strategic alternatives concerning the Company's future.
PERSONNEL
As of December 31, 1999, the Company had 17 full-time employees. It is
anticipated that this number will be reduced to 4 or less by the end of March
2000.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
As described above, the Company is in the process of ceasing operations
in the information technology services lines of business in which it
previously operated. These were primarily composed of providing disaster
recovery back-up and contingency planning services to users of large-scale
computer systems and Year 2000 date-related services to a wide variety of
business and governmental organizations. At December 31, 1999, the Company
had working capital of approximately $7.9 million, of which $7.3 million was
cash and cash equivalents. The Company is currently investigating various
strategic alternatives concerning its future. How successful the Company's
Board of Directors is in determining and implementing an appropriate future
direction for the Company will have a substantial impact on its future
financial results.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company's corporate offices are located at 10301 Linn Station Road,
Louisville, Kentucky, in a two-story, 27,900 sq. ft. building on approximately
two acres, which the Company owns subject to a mortgage. This building is
currently configured as a data center. In February 2000, the Company entered
into a definitive lease agreement, effective March 11, 2000, to lease this
facility to a third party on terms that exceed ongoing financing and operating
costs. In March 2000, the Company entered into a Purchase and Sale Agreement
to sell the Louisville facility and certain equipment for $2.7 million.
Completion of the sale is contingent upon satisfactory property inspections
and the purchaser obtaining appropriate financing for the transaction.
The Company also leases a 28,000 square foot data center in Shelbyville,
Kentucky; commercial real estate brokers have been engaged to dispose of this
facility.
The equipment at the Company's Louisville, Kentucky facility is both
owned and leased. At December 31, 1999, substantially all equipment was
written-down to estimated net realizable value in accordance with Financial
Accounting Standards Board Statement No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
The Company's obligations under both its capital leases and its current
operating leases for equipment and facilities are set forth in Note 5 of Notes
to Consolidated Financial Statements.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a party in certain routine legal proceedings incidental
to its business. Management believes, after discussion with legal counsel,
that the ultimate resolution of these proceedings will not have a material
adverse impact on its financial status.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Strategia's Common Stock has traded on the American Stock Exchange since
August 6, 1997. Prior to that date the Common Stock traded on the over-the-
counter market. The Company believes it has approximately 700 beneficial
owners of the Company's Common Stock. The following table sets forth the
quarterly range of high and low closing sale prices per share reported on the
American Stock Exchange during 1999 and 1998.
<TABLE>
<CAPTION>
1999 1998
Quarter High Low High Low
<S> <C> <C> <C> <C>
First $ .94 $ .63 $9.13 $7.00
Second 1.69 .44 9.63 4.88
Third 1.50 .88 5.75 2.19
Fourth 1.13 .63 2.13 .63
</TABLE>
On March 27, 2000, the closing sale price reported for the Common Stock
was $1.56 per share.
Since its inception in 1984, the Company has not paid any dividends on
its Common Stock. On December 14, 1999, the Company announced that the Board
of Directors had approved a stock repurchase program. Under this program, as
market conditions warrant, the Company may purchase from time to time on the
open market and in negotiated transactions over the next six months up to ten
percent of its outstanding shares of common stock. As of December 31, 1999,
36,000 shares had been repurchased at an average price of $ .953 per share.
ITEM 6. 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 factors
set forth below in "Management's Discussion and Analysis" and those described
elsewhere in the Company's annual report under the heading "Certain Factors
That May Affect Future Results."
Results of Operations
All operations of the Company have been reflected as discontinued
operations in the accompanying financial statements due to the sale of the
foreign business segment in November 1999 and the decision by the Board of
Directors in December 1999 to exit all other existing lines of business.
During 1999, the Company's discontinued operations generated revenues of
$21.9 million versus revenues of $21.6 million for 1998. The Company had
consolidated net income of $4.1 million for the year ended December 31, 1999,
compared to a net loss of $2.4 million in 1998. Net income in 1999 of $4.1
million included a pretax gain of $3.8 million from the sale of the Company's
French subsidiaries, a loss provision totaling $932 thousand resulting from
the cessation of all other existing operations, and a $340 thousand charge
related to the assignment of a lease for office space. This lease assignment
reduces the Company's cash obligations by approximately $1.1 million, for
which the Company remains contingently liable should the assignee default on
the lease, during the next four years. The net loss in 1998 of $2.4 million
included a $440 thousand non-cash charge to reflect a write-off of certain
assets in light of the lack of anticipated business in the Year 2000 (COBOL)
renovation and compliance testing areas.
Financial Condition, Liquidity and Capital Resources
The Company has an accumulated deficit of $4.4 million, having incurred
$5.5 million in losses during 1997 and 1998. Those losses were primarily due
to the cost of establishing and maintaining an infrastructure to market and
deliver Year 2000 information technology related 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
continued its efforts to reduce costs and improve its liquidity position
throughout 1999. As described elsewhere, the Company completed the sale of
its French subsidiaries in November 1999 and made the decision in December
1999 to exit all remaining business activities. The future profitability of
the Company is dependent on the ability of the Company to successfully
redirect its assets into profitable business enterprises.
The Company had a net increase in cash of $6.5 million in 1999; primarily
a result of the sale of the French subsidiaries and improved profitability of
the U.S. business. The Company is currently looking at various alternatives
for reinvesting available cash assets. The Company has no lines-of-credit or
other confirmed sources for capital at this time.
At December 31, 1999, the Company had working capital totaling $7.9
million, including $1.275 million (plus accrued interest income) held in
escrow and $ .9 million receivable from Guardian as a result of an adjustment
of the purchase price based upon the combined net asset value of the French
subsidiaries at the closing date. Of the $1.275 million held in escrow,
$637.5 thousand should be released on March 31, 2000, and the remainder on
September 30, 2000.
Net property and equipment of $2.4 million at December 31, 1999, was
primarily composed of the land, building and improvements at the Louisville,
Kentucky data center facility. In February 2000, the Company entered into a
definitive lease agreement, effective March 11, 2000, to lease this facility on
terms that exceed ongoing financing and operating costs. In March 2000, the
Company entered into a Purchase and Sale Agreement to sell the Louisville
facility and certain equipment for $2.7 million. Completion of the sale is
contingent upon satisfactory property inspections and the purchaser obtaining
appropriate financing for the transaction.
As noted above, the long-term profitability and financial condition of
the Company will be determined by the Company's ability to successfully
re-deploy its assets and transition to another business or businesses. It is
anticipated that by the end of March 2000 the Company will have reduced its
cash operating costs to less than $100 thousand per month.
Year 2000 Compliance Status
The Company had no ongoing business activities of any significance as of
January 1, 2000. All critical systems needed to maintain its current status
are believed to be Year 2000 compliant. The Company is not aware of any
significant exposures as a result of Year 2000 Services provided to customers
over the last three years.
ITEM 7. FINANCIAL STATEMENTS.
STRATEGIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31 December 31
Assets 1999 1998
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 7,256,092 $ 761,650
Funds held in escrow 1,283,500 -
Receivable from Guardian iT plc 866,055 -
Accounts receivable, net 468,568 3,207,375
Unbilled revenues 253,808 1,386,810
Other current assets 161,837 491,706
------------- -------------
Total current assets 10,289,860 5,847,541
------------- -------------
Property and equipment 11,743,834 21,593,384
Less accumulated depreciation
and amortization 9,345,518 15,500,460
------------- -------------
2,398,316 6,092,924
------------- -------------
Other assets 8,360 381,418
------------- -------------
$ 12,696,536 $ 12,321,883
------------- -------------
------------- -------------
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of
long-term debt $ 56,596 $ 50,726
Current installments of obligations
under capital leases 78,920 505,931
Deferred revenue - 395,438
Accounts payable 222,160 1,663,736
Accrued expenses and other current
liabilities 2,004,491 1,708,408
Accrued income taxes 28,550 42,767
------------- -------------
Total current liabilities 2,390,717 4,367,006
Long-term debt, excluding current
installments 825,811 882,407
Obligations under capital leases,
excluding current installments 3,733 272,253
Deferred revenue - 1,010,547
Deferred income taxes - 352,825
Minority interests - 71,201
------------- -------------
Total liabilities 3,220,261 6,956,239
------------- -------------
Stockholders' equity:
Common stock without par value.
Authorized 15,000,000 shares;
issued and outstanding
4,631,677 shares at December
31, 1999 and 4,667,677 shares
at December 31, 1998 13,849,658 13,883,965
Accumulated deficit (4,373,383) (8,509,606)
Accumulated other comprehensive
loss - (8,715)
------------- ------------
Total stockholders' equity 9,476,275 5,365,644
------------- ------------
Commitments and contingencies
$ 12,696,536 $ 12,321,883
------------- ------------
------------- ------------
</TABLE>
See accompanying notes to consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Consolidated Statements of Operations
<CAPTION> Years ended December 31
1999 1998
<S> <C> <C>
Discontinued operations,
net of income taxes:
Income (loss) from operations $ 1,277,213 $(2,413,682)
Gain on disposal of
discontinued operations 2,859,010 -
---------- ----------
Income (loss) from
discontinued operations 4,136,223 (2,413,682)
---------- ----------
Net income (loss) $ 4,136,223 $(2,413,682)
---------- ----------
---------- ----------
Net income (loss) per share of
common stock:
Basic $ .89 $ (.52)
Diluted $ .89 $ (.52)
Weighted average number of common
shares outstanding 4,664,677 4,667,677
</TABLE>
See accompanying notes to consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998
<S> <C> <C>
Net income (loss) $ 4,136,223 $(2,413,682)
Other comprehensive income, net of tax:
Foreign currency translation adjustments 8,715 137,610
----------- -----------
Comprehensive income (loss) $ 4,144,938 $(2,276,072)
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
Accumulated
Other
Common Stock Accumulated Comprehensive
Shares Amount Deficit Income (Loss) Total
<S> <C> <C> <C> <C>
January 1,
1998 4,667,677 $13,866,001 $(6,095,924) $ (146,325) $ 7,623,752
Stock options
issued for services - 17,964 - - 17,964
Net loss - - (2,413,682) - (2,413,682)
Foreign currency
translation - - - 137,610 137,610
---------- ---------- ---------- ---------- ----------
December 31,
1998 4,667,677 13,883,965 (8,509,606) (8,715) 5,365,644
Shares
repurchased (36,000) (34,307) - - (34,307)
Net income - - 4,136,223 - 4,136,223
Foreign currency
translation - - - 8,715 8,715
---------- ---------- ---------- ---------- ----------
December 31,
1999 4,631,677 $13,849,658 $(4,373,383) $ - $ 9,476,275
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Consolidated Statements of Cash Flows
<CAPTION>
Years ended December 31,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 4,136,223 $(2,413,682)
Adjustments to reconcile net
income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 2,194,530 3,225,553
Gain on sale of French subsidiaries (3,791,189) -
Provisions, including for impairment
of long-lived assets 1,272,499 440,100
Deferred income taxes (295,833) (110,590)
Other noncash items 152,897 21,408
Changes in operating assets and
liabilities:
Accounts receivable (633,465) (1,698,320)
Unbilled revenues (572,498) (926,556)
Other current assets (20,640) (342,837)
Accounts payable (498,940) 724,987
Accrued expenses and other
current liabilities 410,881 103,965
Accrued income taxes/income tax
receivable 305,254 188,370
Other assets (5,746) 284,452
Deferred revenue (437,393) 82,150
---------- ---------
Net cash provided by (used in)
operating activities 2,216,580 (421,000)
---------- ---------
Cash flows from investing activities:
Proceeds from sale of French
subsidiaries, net of funds held
in escrow and receivable due from
Guardian iT plc 5,101,912 -
Proceeds from sale of equipment 241,191 -
Acquisition of property and
equipment (463,374) (1,734,335)
---------- ---------
Net cash provided by (used in)
investing activities 4,879,729 (1,734,335)
---------- ---------
Cash flows from financing activities:
Principal payments on
long-term debt and obligations
under capital leases (522,420) (1,024,371)
Purchases of common stock (34,307) -
--------- ---------
Net cash used in financing activities (556,727) (1,024,371)
--------- ---------
Effect of exchange rate changes
on cash (45,140) 74,593
--------- ---------
Net increase (decrease) in cash
and cash equivalents 6,494,442 (3,105,113)
Cash and cash equivalents at
beginning of year 761,650 3,866,763
--------- ----------
Cash and cash equivalents at
end of year $7,256,092 $ 761,650
--------- ---------
--------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
STRATEGIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) DESCRIPTION OF BUSINESS AND DISCONTINUED OPERATIONS
Strategia Corporation ("Strategia") and its subsidiaries (together
referred to herein as "the Company") provided a variety of information
technology services to businesses, governments and other organizations in 1999
and prior years. In November 1999, the Company completed the sale of its
French subsidiaries to a subsidiary of Guardian iT plc ("Guardian") and in
December 1999 the Board of Directors approved a plan to exit all existing
revenue generating lines of business in the United States. The accompanying
financial statements reflect all activities of the Company in 1999 and 1998 as
discontinued operations; as of January 2000, the Company had no "continuing"
revenue generating business operations. The Board of Directors and management
are investigating strategic alternatives for the future direction of the
Company. The long-term profitability and financial condition of the Company
will be determined by the Company's ability to successfully re-deploy its
assets and transition to another business or businesses. It is anticipated
that by the end of March 2000 the Company will have reduced its cash operating
costs to less than $100 thousand per month.
In the United States, Strategia primarily provided Year 2000 services and
disaster recovery services. During the year ended December 31, 1999, 91% of
the $10.7 million revenues generated in the U.S. were Year 2000 service
related revenues. These services assisted clients in resolving their Year
2000 computer and other date related problems. As of December 31, 1999, all
Year 2000 Services contracts had been completed or were substantially
complete. Revenues from Year 2000 Services related contracts in the year 2000
will approximate $30 thousand. All Disaster Recovery back-up service
contracts related to Bull computer systems were terminated as of December 31,
1999. Disaster Recovery back-up service contracts related to IBM computer
systems were transferred to another supplier February 1, 2000.
In France, the Company provided its services through three companies.
Twinsys Dataguard S.A. ("Twinsys") and its 60% owned subsidiary, Twin-X S.A.
(Twin-X), provided disaster recovery and contingency planning services to users
of Bull computers and UNIX-based computer systems. Strategia Europe S.A.S.
("Strategia Europe"), a wholly-owned subsidiary of Strategia, provided Year
2000 services in France. On August 10, 1999, the Company entered into a
definitive agreement to sell its French subsidiaries to Guardian, a United
Kingdom based disaster recovery company. The transaction was completed on
November 10, 1999. These three French companies comprised the entirety of the
Company's international business segment.
Net proceeds to the Company from the sale of the French subsidiaries have
been recorded at $7.1 million. This included a receivable from Guardian of
$866 thousand at December 31, 1999; a result of an adjustment to the purchase
price based upon the combined net asset value of the French subsidiaries as of
the November 10, 1999, closing date. This resulted in a gain of approximately
$3.8 million. $1.275 million of the net proceeds was paid into an escrow
account at closing to support any potential warranty claims that the purchaser
may subsequently have against the Company. Subject to deductions, $637.5
thousand will be released from the escrow account on March 31, 2000, and the
remaining $637.5 thousand on September 30, 2000.
Consolidated results of operations of the discontinued operations are
shown below:
<TABLE>
<CAPTION>
Years ended December 31
1999 1998
<S> <C> <C>
Revenues $21,852,338 $21,621,572
Income (loss) before income taxes 4,451,655 (2,281,415)
Income tax provision 315,432 132,267
---------- ----------
Net income (loss) $ 4,136,223 $(2,413,682)
---------- ----------
---------- ----------
</TABLE>
The 1999 income from operations of $1.3 million included a provision related to
the assignment of a lease in the amount of $340 thousand. The $2.4 million
loss from operations in 1998 included a provision of $440 thousand for the
write-down of assets resulting from the anticipated lack of revenues in the
Year 2000 Services code renovation and testing areas.
The 1999 net gain on disposal of discontinued operations of $2.9 million is
composed of the $3.8 million gain from the sale of the Company's French
Subsidiaries, less the $932 thousand provision to exit all remaining revenue
generating activities.
(2) SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Strategia
and its subsidiaries. All significant intercompany balances at December 31,
1998, and significant intercompany transactions during the years ended
December 31, 1999 and 1998 have been eliminated in consolidation. The
December 31, 1999, balance sheet is that of Strategia Corporation only due to
the sale of the French subsidiaries on November 10, 1999.
USE OF ESTIMATES
The preparation of the Company's consolidated financial statements in
conformity with generally accepted accounting principles requires Company
management to make estimates and assumptions that affect the amounts reported
in these financial statements and accompanying notes. Significant estimates
made in the preparation of these financial statements include, among others,
accounting for Year 2000 and other fixed-price consulting engagements on a
percentage-of-completion method of accounting, including the related
provisions made for contract losses. Accruals made at December 31, 1999, in
connection with the decision to cease all existing business activities also
include estimates relating to completing these actions. Actual results could
differ from those estimates, although there were no Year 2000 Service contracts
that had not been substantially completed as of December 31, 1999.
REVENUE RECOGNITION AND EXPENSE
Disaster recovery backup service contract terms were generally for more
than one year and required the payment of monthly subscription fees. Service
revenue from these contracts had been recognized on a straight-line method
over the life of the contract. Long-term deferred revenue includes cash
received in excess of the amortized revenue recorded for such contracts. All
contracts providing disaster recovery backup services to Bull users either
expired during 1999 or were terminated as of December 31, 1999. The Company
continued to provide backup services to IBM users beyond December 31, 1999,
but these contracts were transferred to another supplier of disaster recovery
backup services as of February 1, 2000.
Revenue for fixed-price Year 2000 engagements has been 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 considered expended costs to be the
best available measure of progress on these contracts. Contract costs
included all direct costs and those indirect costs related to contract
performance. Provisions for estimated losses on uncompleted contracts were
made in the period in which such losses were determined. Revenue from non-
fixed-price contracts were recognized as services were provided and costs
incurred. Selling, general and administrative costs were charged to expense
as incurred.
Unbilled revenues represents revenues recognized in excess of amounts
billed. Correspondingly, deferred revenue represents billings in excess of
revenues recognized.
CASH EQUIVALENTS
Cash equivalents are highly liquid investments with a maturity of less
than three months when purchased. Cash and cash equivalents at December 31,
1999, were covered by FDIC insurance to the extent of $100 thousand.
FINANCIAL INSTRUMENTS
The carrying amounts of the Company's financial instruments approximate
their fair values as of December 31, 1999 and 1998.
ACCOUNTS RECEIVABLE
Accounts Receivable are net of an allowance for bad debts of $300
thousand at December 31, 1999, and $177 thousand at December 31, 1998.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and
consist of the following at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Land $ 260,800 $ 260,800
Building and improvements 3,188,978 3,423,757
Equipment and other 8,294,056 17,908,827
---------- ----------
$11,743,834 $21,593,384
---------- ----------
---------- ----------
</TABLE>
Equipment and other of $8.3 million at December 31, 1999, included a
valuation reserve of $172 thousand. Property and equipment, net at December
31, 1999 of $2.4 million primarily comprised the land, building and
improvements at the Louisville, Kentucky data center. In February 2000, the
Company entered into a definitive lease agreement, effective March 2000, to
lease this facility on terms that exceed ongoing financing and operating
costs. In March 2000, the company entered into a Purchase and Sale Agreement
to sell this facility and certain equipment for $2.7 million. Completion of
the sale is subject to satisfactory property inspections and the
purchaser obtaining appropriate financing for the transaction.
Depreciation of building, improvements and equipment was computed on the
straight-line method over the estimated useful life of the asset. Leasehold
improvements and equipment under capital leases were amortized on the
straight-line method over the terms of the related leases or over the
estimated useful life of the asset.
FOREIGN CURRENCY TRANSLATION
The financial statements of the Company's foreign operations have been
translated into U.S. dollars in accordance with Financial Accounting Standards
Board Statement No. 52, FOREIGN CURRENCY TRANSLATION. All balance sheet
accounts have been translated using the exchange rates in effect at the
balance sheet date. Amounts in the statements of operations have been
translated using the average exchange rate for the year. The gains and losses
resulting from the changes in exchange rates during the year have been
reported separately in Accumulated Other Comprehensive Income (Loss) and as a
component of stockholders' equity.
INCOME (LOSS) PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement
No. 128, EARNINGS PER SHARE. Statement No. 128 replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings
per share. Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options, warrants and convertible securities.
Diluted earnings per share is very similar to the previously reported fully
diluted earnings per share. All earnings per share amounts for all periods
have been presented, and where appropriate, restated to conform to the
Statement No. 128 requirements.
For 1999 and 1998, basic and diluted income (loss) per share is
based on net income (loss) divided by the weighted average number of
common shares outstanding during each period. In computing diluted loss per
share for 1998, the exercise of options and warrants is not assumed as such
would be anti-dilutive.
PRIOR YEAR DATA
Certain prior year data has been reclassified to conform to the
1999 presentation.
(3) LONG-TERM DEBT AND CREDIT AGREEMENTS
At December 31, 1999 and 1998 the Company had a mortgage note payable of
$882,407 ($56,596 payable in 2000, $63,145 in 2001, $70,452 in 2002, $78,605
in 2003 and $87,701 in 2004) and $933,133, respectively. The mortgage note is
payable in equal monthly installments through May 1, 2009; however, the lender
has the option to accelerate payment on the entire outstanding balance of the
note at five year intervals throughout the note term (the next option date
being May 1, 2004). The current interest rate is fixed at 11%. This note is
secured by land, building and improvements with a total net book value of $2.1
million at December 31, 1999.
(4) COMMON STOCK
In March 1997, the Company completed a public offering of its Common
Stock that raised $8,592,982 net of offering expenses of $913,018. The
Company sold 1,358,000 shares of Common Stock for $7.00 per share.
In September and October 1996, the Company raised $1,250,001 in a private
placement of 500,000 Units of Common Stock and warrants to purchase Common
Stock. Each Unit consisted of one share of Common Stock and a warrant to
purchase one share of Common Stock for $3.75 per share. All warrants related
to these units were outstanding at December 31, 1999 and 1998 and are
exercisable through September 30, 2001. At December 31, 1999 and 1998, there
were warrants outstanding to purchase 61,758 shares of common stock at an
exercise price of $2.50. These warrants expire June 30, 2001.
(5) LEASES
The Company is obligated under various equipment capital leases that
expire over the next three years. Property and equipment include the
following amounts under capital leases at December 31:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Equipment $ 829,636 $ 2,343,595
Less accumulated amortization 820,630 1,766,300
---------- ---------
$ 9,006 $ 577,295
---------- ---------
---------- ---------
</TABLE>
The Company acquired approximately $252,000 of equipment in exchange for
capital lease obligations during 1998; no equipment was acquired under a
capital lease arrangement in 1999.
The Company also has certain noncancellable operating leases, primarily
for facilities and computer hardware, that expire over the next four years and
provide for purchase or renewal options in most instances.
Future minimum lease payments under capital leases and noncancellable
operating leases, and the present value of future minimum capital lease
payments as of December 31, 1999 are:
<TABLE>
<CAPTION>
Capital Operating
leases leases
<S> <C> <C>
Years ending December 31:
2000 $ 82,874 $ 177,260
2001 3,393 161,504
2002 275 52,393
2003 - 24,035
--------- ---------
Total minimum lease payments 86,542 $ 415,192
---------
---------
Less amount representing
interest (at rates
approximating 10%) 3,889
---------
Present value of net
minimum capital
lease payments 82,653
Less current installments 78,920
---------
Obligations under capital
leases, excluding
current installments $ 3,733
---------
---------
</TABLE>
The provision made at December 31, 1999, related to ceasing existing
revenue generating activities includes an accrual of $400 thousand for amounts
included in the $415 thousand minimum operating lease payments scheduled above.
Total rental expense, including maintenance charges, for operating leases
in 1999 and 1998 was $2,437,030 and $2,608,990, respectively.
(6) IMPAIRMENT OF LONG-LIVED ASSETS AND OTHER PROVISIONS
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
requires that an impairment loss be recorded when the fair value is less than
the carrying value on the books of the Company. Due to the Company's December
1999 decision to exit all remaining business activities, the Company recorded
a charge of $932 thousand in 1999. This included a write-down of long-lived
assets of $172 thousand. These assets included computer equipment, software
licenses, intangibles and other furniture and equipment. Due to the
anticipated lack of business in the U.S. at the end of 1998 in the code
renovation and compliance testing areas, the Company recorded a 1998 charge
of $440 thousand. This charge reflected the write-off of a license fee paid
for the use of software to renovate COBOL software code, leasehold
improvements and equipment at the Shelbyville, Kentucky data center, and
intangible assets. In each instance, the assets were written down to
estimated net realizable value.
In addition to the $172 thousand asset write-down included in the $932
thousand provision to exit all remaining business activities, the provision
included accruals for severance pay, continuing lease obligations for
facilities no longer needed, etc. During 1999, the company also made a
provision in the amount of $340 thousand relating to assignment of a lease for
office space no longer needed by the Company. This lease assignment reduces
the Company's cash obligations by approximately $1.1 million, for which the
Company remains contingently liable should the assignee default on the lease,
during the next four years.
(7) INCOME TAXES
For financial reporting purposes, income (loss) before income taxes
includes the following components:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Pretax income (loss):
United States $ 3,399,594 $ (1,759,790)
Foreign 1,052,061 (521,625)
----------- ------------
$ 4,451,655 $ (2,281,415)
----------- ------------
----------- ------------
</TABLE>
The provision for income tax expense (benefit)is primarily attributable
to earnings from foreign operations. The components of the provision for
income taxes follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Current $ 611,265 $ 214,941
Deferred (295,833) (82,674)
----------- -----------
$ 315,432 $ 132,267
----------- -----------
----------- -----------
</TABLE>
A reconciliation of the income tax expense for the years ended December
31, 1999 and 1998, with the federal statutory rate is as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Tax provision (benefit) at U.S.
statutory rate of 34% $ 1,513,562 $ (775,680)
Tax effect of U.S. net operating
loss carryforward from prior years (1,155,862) -
Tax effect of operating losses in the U.S.
generating no current tax benefit - 598,329
Tax effect of French net operating loss
carryforward from prior years (163,723) -
Tax effect of French operating losses
generating no current income tax benefit - 288,200
Higher effective income tax rate of
French operations 73,712 13,039
Other 47,743 8,379
--------- -----------
$ 315,432 $ 132,267
---------- -----------
---------- -----------
</TABLE>
At December 31, 1999, the Company had U.S. net tax operating loss
carryforwards of approximately $2.9 million for federal income tax reporting
purposes. These carryforwards expire as follows: $1,280,000 in 2012 and
$1,620,000 in 2013. Due to a net operating loss carryforward for Federal
income taxes of approximately $8.1 million at the beginning of 1999, no
federal income tax provision was required in 1999. The state and local income
tax provision was also substantially reduced by state net operating loss
carryforwards.
Significant components of the Company's net deferred tax liability at
December 31, 1999 and 1998, were as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Deferred tax liabilities:
Tax over book depreciation $ - $ 337,600
Other - 15,225
--------- ----------
Total deferred tax liabilities - 352,825
--------- ----------
Deferred tax assets:
Net operating loss carryforwards (986,042) (3,793,000)
Valuation allowance 986,042 3,793,000
--------- ----------
Net deferred tax asset - -
---------- ----------
Net deferred tax liability $ - $ 352,825
---------- ----------
---------- ----------
</TABLE>
(9) STOCK OPTION PLAN AND WARRANTS
In 1996, the Company adopted Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). In accordance
with SFAS 123, the Company has elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and
related Interpretations, in accounting for its stock based compensation
because, as discussed below, the alternative fair value accounting principle
provided for under SFAS 123 requires the use of option valuation models that
were not developed for use in valuing stock options. Under APB 25, when the
exercise price of the Company's employee stock options equals the market price
of the underlying stock on the date of grant, no compensation expense is
recognized.
The Strategia 1988 Stock Option Plan (as amended by stockholders in 1989
and 1997) allows for options to be granted to key employees of the Company to
purchase no more than the greater of 900,000 shares or 15% of the common stock
outstanding from time to time, at a price not less than 75% of the fair market
value at the time the grant is approved. Options totaling 5,000 shares and
111,500 shares of common stock were granted to employees in 1999 and 1998,
respectively, which generally vest over a three year term. It also provides
automatic grants of stock options to the Company's directors who are not
employees. In addition, each non-employee director who was not a director on
May 15, 1989 will automatically be granted an option for 2,500 shares of
common stock on May 15 following his subsequent election. Options for non-
employee directors are granted at the fair market value of the common stock on
the grant date and vest on the first anniversary of the grant date.
All options granted under the plan are exercisable over a 10-year period
from the grant date. No options under the plan have been exercised as of
December 31, 1999.
Pro forma information regarding net income and earnings per share is
required by SFAS 123, which also requires that the information be determined
as if the Company has accounted for its employee stock options granted
subsequent to December 31, 1994 under SFAS 123. The fair value for these
options was estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted-average assumptions: risk-free
interest rate ranging from 4.16% to 5.94% depending upon date of grant; no
dividend yields; volatility factor of the expected market price of the
Company's common stock of .80 in 1999 and 1998; and weighted-average life of
the option of nine years.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The
Company's pro forma information follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Pro forma net income (loss) $ 2,829,769 $(3,712,516)
---------- ----------
---------- ----------
Pro forma income (loss) per share
Basic and Diluted $ .61 $(.80)
---------- ----------
---------- ----------
</TABLE>
A summary of the Company's stock option activity and related information
for years ended December 31 follows:
<TABLE>
<CAPTION>
1999 1998
Weighted Weighted
Average Average
Options Price Options Price
<S> <C> <C> <C> <C>
Outstanding -
beginning of year 527,468 $ 8.22 599,135 $ 8.88
Granted 15,000 $ .99 119,500 $ 7.16
Canceled (161,981) $ 6.20 (191,167) $ 9.62
------- -------
Outstanding -
end of year 380,487 $ 8.80 527,468 $ 8.22
------- -------
------- -------
Exercisable -
end of year 281,737 $ 8.66 276,741 $ 6.90
------- -------
------- -------
Weighted average fair
value of options granted
during the year $ .81 $ 5.69
------- -------
------- -------
</TABLE>
The number, weighted-average exercise price and weighted-average
remaining contractual life of options outstanding, and the number and
weighted-average exercise price of options exercisable as of December 31,
1999 follow:
<TABLE>
<CAPTION>
Range of Number of Weighted-Average
Exercise Prices Options Exercise Price
<S> <C> <C> <C>
Outstanding
options: $ .75-4.99 49,190 $1.31
5.00-9.99 209,464 7.66
10.00-14.99 86,833 13.02
15.00-15.63 35,000 15.63
-------
Total 380,487 $8.80
------- -----
------- -----
Exercisable
options: $ .75-4.99 34,855 $1.35
5.00-9.99 164,217 7.65
10.00-14.99 59,332 13.01
15.00-15.63 23,333 15.63
-------
Total 281,737 $8.66
------- -----
------- -----
</TABLE>
At December 31, 1999, officers and directors held options for 81,000
shares of common stock at prices ranging from $.75 to $13.125 per share.
The weighted average remaining life on these options is 7.7 years, with a
weighted average exercise price of $8.75 per share. All other options have
a remaining life of approximately 18 months or less.
Shares of common stock reserved with respect to all of the above options
and warrants were 942,245 at December 31, 1999.
(10) SUPPLEMENTAL CASH FLOW INFORMATION
Total interest payments were approximately $170,000 in 1999 and
$257,000 in 1998. Total cash payments made for income taxes during 1999 and
1998 were approximately $229,000 and $115,000, respectively.
(11) YEAR 2000 COMPLIANCE STATUS
The Company had no ongoing revenue generating business activities of any
significance as of January 1, 2000. All critical systems needed to maintain
its limited business activities at this time are believed to be Year 2000
compliant. The Company is not aware of any significant exposures as a result
of the Year 2000 Services provided to its customers over the last three years.
STRATEGIA CORPORATION AND SUBSIDIARIES
Report of Independent Auditors
The Board of Directors and Stockholders
Strategia Corporation
We have audited the accompanying consolidated balance sheets of Strategia
Corporation and Subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of operations, comprehensive income (loss),
stockholders' equity and cash flows for each of the two years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Strategia Corporation and Subsidiaries at December 31, 1999 and 1998, and
the consolidated results of their operations and their cash flows for the two
years then ended in conformity with generally accepted accounting principles.
/s/ CARPENTER, MOUNTJOY & BRESSLER, PSC
Louisville, Kentucky
March 22, 2000
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following information is furnished with respect to each person
serving as a director and each of the Company's executive officers who are
not directors.
<TABLE>
<CAPTION>
Directors: Age Position with the Company
<S> <C> <C>
John A. Brenzel 59 Director
James E. Buchart 58 Director
Robert H. Loeffler 59 Chairman, Director and
Interim Chief Executive Officer
John P. Snyder 61 Secretary and Director
Executive Officers:
James A. Huguenard 46 President and Chief Operating
Officer
Paul E. Phillips, Jr. 56 Vice President and Chief
Financial Officer
</TABLE>
John A. Brenzel, a director of the Company since November 1984, is a
business consultant. From January 1991 until June 1994, Mr. Brenzel was
President and Chief Executive Officer of Commonwealth Bank & Trust Company,
Middletown, Kentucky. From 1984 to 1990, he was Chairman and Chief Executive
Officer of Shelby County Trust Bank, Shelbyville, Kentucky.
James E. Buchart, a director of the Company since November 1999, is a
Vice President with J.J.B. Hilliard, W.L. Lyons, Inc., a full-service
investment banking and securities brokerage firm in Louisville, Kentucky. Mr.
Buchart has been with J.J.B. Hilliard, W.L. Lyons, Inc., since 1980. Mr.
Buchart is a member of the Board of Directors of EPI Corporation, which
operates a chain of nursing homes, and serves as a board member and Secretary
of the Ursuline Campus Schools Board of Trustees.
Robert H. Loeffler, a director of the Company since November 1999, is a
private investor and business consultant. Mr. Loeffler has served as Chairman
and Interim Chief Executive Officer of the Company since December 1999. Mr.
Loeffler was a co-founder of EPI Corporation, which operates a chain of
nursing homes. Mr. Loeffler is a member of the Board of Directors and serves
as Secretary of EPI Corporation. Prior to 1986 Mr. Loeffler held various
management positions with the Bag Packaging Division of St. Regis Corporation.
John P. Snyder has been a director of the Company since November 1984 and
Secretary since 1985. During the past five years, Mr. Snyder has served as
President and Chairman of EPI Corporation, which operates a chain of nursing
homes.
James A. Huguenard has served as President and Chief Operating Officer of
the Company since December 1999 and as Vice President and Chief Operating
Officer from October 1998 to December 1999. From August 1997 to October 1998
Mr. Huguenard served the Company as Vice President and General Counsel. Prior
to August 1997, Mr. Huguenard was a member of the law firm Brown, Todd &
Heyburn PLLC, where he had practiced since 1983.
Paul E. Phillips, Jr. has served as Vice President and Chief Financial
Officer since July 6, 1998. From February 1996 to March 1998 Mr. Phillips
served as Vice President - Finance of Royal Ten Cate (USA), Inc., the U.S.
holding company for Royal Ten Cate NV, a Dutch company with operations in
textiles, plastics and rubber roller products, and its wholly owned
subsidiary, Nicolon Corporation, a company that principally manufactures
specialty textiles. From March 1995 to December 1995 Mr. Phillips served as
President of National Fire Hose Corporation, a wholly owned subsidiary of
Royal Ten Cate (USA), Inc., and a manufacturer of fire hoses for municipal and
industrial fire suppression markets, and from September 1993 to February 1995
as Vice President - Finance and Administration of National Fire Hose
Corporation. Prior to September 1993, Mr. Phillips held senior financial and
accounting positions with other organizations.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth the cash compensation earned by the
Company's executive officers for each of the last three fiscal years.
<TABLE>
<CAPTION>
Annual Compensation
Name and Principal Other Annual
Position Year Salary Bonus Compensation (e)
<S> <C> <C> <C> <C>
Richard W. Smith, 1999 $188,462 $195,677 $ 4,615
President (Chief 1998 $199,046 $ - $ 6,000
Executive Officer) (a) 1997 $156,585 $ 33,182 $ 6,000
Robert H. Loeffler, 1999 $ 4,000 $ - $ 2,250
Chairman and Interim
Chief Executive Officer (b)
James A. Huguenard, 1999 $150,000 $122,298 $ -
President and Vice 1998 $146,160 $ - $ -
President and Chief 1997 $ 50,500 $ - $ -
Operating Officer (c)
Paul E. Phillips, Jr., 1999 $130,000 $122,298 $ -
Vice President and Chief 1998 $ 59,111 $ - -
Financial Officer (d)
</TABLE>
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards Stock All Other
Underlying Compensation
Option (#) (f)
<S> <C> <C>
Richard W. Smith, - $ 25,000
President (Chief - -
Executive Officer) (a) - -
Robert H. Loeffler, 1,000 -
Chairman and Interim
Chief Executive Officer (b)
James A. Huguenard, - -
President and Vice - -
President and Chief 35,000 -
Operating Officer (c)
Paul E. Phillips, Jr., - -
Vice President and Chief 15,000 -
Financial Officer (d)
</TABLE>
(a) Mr. Smith resigned as President and as a member of the Board of
Directors in December 1999.
(b) Mr. Loeffler joined Strategia Corporation as a member of the Board of
Directors in November 1999 and was appointed Chairman of the Board and Interim
Chief Executive Officer in December 1999.
(c) Mr. Huguenard joined Strategia Corporation in August 1997.
(d) Mr. Phillips joined Strategia Corporation July 1998.
(e) Other annual compensations for R.H. Loeffler included compensation as a
member of the Board of Directors. Other perquisites and other personal
benefits paid to the named executive officers did not exceed 10% of the total
salary and bonus.
(f) All Other Compensation for R.W. Smith was a severance payment.
The Company implemented a 401 (K) and Profit Sharing Plan ("Plan")
effective December 1, 1998. There were no contributions made to the Plan by
the Company on behalf of its officers and employees during 1999 or 1998.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of December 31,
1999 with respect to the shares of Common Stock owned (i) by each person known
to the Company to own beneficially more than 5% of the outstanding shares of
Common Stock, (ii) by each of the Company's directors and executive officers,
and (iii) by all directors and officers as a group.
<TABLE>
<CAPTION>
Current Directors Number Percent
of Shares (1) of Class (2)
<S> <C> <C>
John P. Snyder
EPI Corporation
9707 Shelbyville Road
Louisville, KY 40223 1,413,437(3) 29.4%
John A. Brenzel
3501 Graham Road
Louisville, KY 40207 85,940(4) 1.9%
James E. Buchart
520 Fairfield Drive
Louisville, KY 40206 1,457,891(5) 30.4%
Robert H. Loeffler
229 Sequoya Road
Louisville, KY 40207 1,370,653(6) 28.6%
Non-Director Executive Officers
James A. Huguenard
10301 Linn Station Road
Louisville, KY 40223 23,933(7) *
Paul E. Phillips, Jr.
10301 Linn Station Road
Louisville, KY 40223 5,500(8) *
All current directors and officers
as a group (6 persons) 1,627,548(9) 33.5%
5% Beneficial Owners
TSF Investment Group LLC
9707 Shelbyville Road
Louisville, KY 40223 279,780(10) 6.0%
Barry W. Blank
P.O. Box 32056
Phoenix, AZ 85064 292,700 6.3%
EPI Corporation
9707 Shelbyville Road
Louisville, KY 40223 1,364,903(11) 28.5%
EPI Corporation,
John P. Snyder
Max G. Baumgardner
James E. Buchart
Robert H. Loeffler
Henry A. Schumpf
Grace W. Wilkins
9707 Shelbyville Road
Louisville, KY 40223 1,604,433(12) 33.2%
*Indicates less than 1%
</TABLE>
(1) Based on information furnished to the Company by the named person, and
information contained in filings with the Securities and Exchange Commission
(the "Commission"). Under the rules of the Commission, a person is deemed to
beneficially own shares over which the person has or shares voting or
investment power or has the right to acquire beneficial ownership within 60
days. Except as otherwise noted, each person or entity named in the table has
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned.
(2) Shares of Common Stock subject to options or warrants that are or will
become exercisable within 60 days have been deemed outstanding for computing
the percentage of class of the listed person or the group, but are not deemed
outstanding for computing the percentage of class for any other person.
(3) Includes 1,364,903 shares of Common Stock beneficially owned by EPI
Corporation (See footnote 12 below). Mr. Snyder is President, a director, and
largest single shareholder of EPI Corporation. Mr. Snyder shares voting and
investment power with respect to, and disclaims beneficial ownership of, the
shares owned by EPI Corporation, which are included once in the shares
beneficially owned by all directors and officers as a group. Mr. Snyder's
total also includes 11,500 shares subject to currently exercisable stock
options, and 7,885 shares issuable upon the exercise of warrants.
(4) Includes 11,500 shares subject to currently exercisable stock options,
and 1,855 shares issuable upon the exercise of warrants.
(5) Includes 1,364,903 shares of Common Stock beneficially owned by EPI
Corporation (See footnote 12 below). Mr. Buchart is a member of the Board of
Directors of EPI Corporation and shares voting and investment power with
respect to, and disclaims beneficial ownership of, the shares owned by EPI
Corporation, which are included once in the shares owned by all directors and
officers as a group. Mr. Buchart's total also includes 9,200 shares held by
immediate family members for which Mr. Buchart disclaims beneficial ownership,
and 2,788 shares issuable upon exercise of warrants.
(6) Includes 1,364,903 shares of Common Stock beneficially owned by EPI
Corporation (See footnote 12 below). Mr. Loeffler is a member of the Board of
Directors of EPI Corporation and shares voting and investment power with
respect to, and disclaims beneficial ownership of, the shares owned by EPI
Corporation, which are included once in the shares owned by all directors as a
group. Mr. Loeffler's total also includes 5,000 shares held by an immediate
family member for which Mr. Loeffler disclaims beneficial ownership.
(7) Includes 23,333 shares subject to currently exercisable stock options.
(8) Includes 5,000 shares subject to currently exercisable stock options.
(9) Includes 51,333 shares subject to currently exercisable stock options
and 165,799 shares issuable upon the exercise of warrants and 14,200 shares
held by members of the immediate family of two of the group members for which
beneficial ownership is disclaimed.
(10) Includes 45,403 shares issuable upon exercise of warrants.
(11) Includes 153,271 shares issuable upon the exercise of warrants.
(12) Includes 1,364,903 shares of Common Stock beneficially owned by EPI
Corporation, for which the named individuals, as directors of EPI Corporation,
share voting and investment power. Included in the 1,364,903 shares are
153,271 shares issuable subject to exercise of warrants. The individual
members of this group together own the majority of shares of EPI Corporation.
Also includes 23,082 shares issuable upon the exercise of warrants and 11,500
shares issuable upon the exercise of options, respectively, held by group
members other than EPI Corporation. Also includes 14,200 shares held by
members of the immediate family of two of the group members for which
beneficial ownership is disclaimed.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Mr. Roland Esnis, Directeur Generale, Twinsys Dataguard SA and Strategia
Europe SAS, and a Vice President of the Company until the French subsidiaries
were sold to a subsidiary of Guardian iT plc on November 10, 1999 (see Note 1
of the Notes to Consolidated Financial Statements in Item 7. Financial
Statements) was a shareholder in Twin-X SA. Along with his spouse, Mr. Esnis
held a 20% interest in Twin-X SA; Francois Domine (a senior manager within the
French subsidiaries organization) and his spouse held the other 20% minority
interest in Twin-X SA. As part of the sale of the French subsidiaries, the
Company entered into a Shareholder Agreement with Mr. Esnis, his spouse and
the other minority shareholders. The Shareholder Agreement, among other
things, gave the Company an option to purchase the 40% minority interest in
Twin-X SA for fifteen percent of the Adjusted Purchase Price (defined in the
Shareholder Agreement to be the gross proceeds in the Sale minus $200,000 and
subject to certain other adjustments), provided that the minority interest
would be acquired at a price that would not be less than 6,000,000 French
Francs nor more than 7,000,000 French Francs. The Company exercised this
option and it is expected that the final amount to be paid to the minority
interests will be 7,000,000 French Francs. At the November 10, 1999, closing,
the minority shareholders were paid 6,235,976 French Francs (approximately
$993,000).
ITEM 13. EXHIBITS, LIST, AND REPORTS ON FORM 8-K.
(a) List of Exhibits Filed.
(3.1) Amended and Restated Articles of Incorporation are
incorporated by reference to Exhibits 3.1 and 4.1 to
the Company's 10-QSB for the quarter ended June
30, 1996.
(3.2) Bylaws are incorporated by reference to Exhibit 3.2
to the Company's 1995 10-KSB.
(4.1) Amended and Restated Articles of Incorporation are
incorporated by reference to Exhibits 3.1 and 4.1 to
the Company's 10-QSB for the quarter ended June 30,
1996.
(10.1) 1988 Stock Option Plan as amended and restated as of
November 13, 1997 is incorporated by reference to
Appendix A of the Company's Definitive Proxy Statement
filed November 20, 1997.
(10.2) Form of Stock Purchase Warrant Agreement between the
Company and certain investors (including John P. Snyder
and EPI Corporation).
(10.3) Agreement of Assignment of Mortgage Note dated
August 1, 1991, between Future Federal Savings Bank,
Brown, Noltemeyer Co., Charles A. Brown, Jr.,
Norman V. Noltemeyer, and Dataguard Recovery Services,
Inc. are incorporated by reference to Exhibit 10.7 to
the Company's 1995 10-KSB.
(10.4) Mortgage Note dated April 3, 1984, from Brown,
Noltemeyer Co. to Future Federal Savings Bank, as
amended are incorporated by reference to Exhibit 10.8
to the Company's 1995 10-KSB.
(10.9) Form of Stock Purchase Warrant Agreement between the
Company and certain investors (including John P.
Snyder and EPI Corporation) is incorporated by
reference to Exhibit 10.5 to the November 1996
10-QSB/A.
(10.10) Lease dated March 3, 1997 between Southeastern Group,
Inc. and Strategia Corporation is incorporated by
Reference to Exhibit 10.16 to the Company's 1996 10-KSB.
(10.11) Agreement between James P. Buren and Strategia
Corporation dated as of October 24, 1997 is incorporated
by reference to Exhibit 10.11 to the Company's 1997
10-KSB.
(10.12) Agreement Addendum dated September 30, 1998, between
James P. Buren and Strategia Corporation is
Incorporated by reference to Exhibit 10.13 to the
Company's 1998 10-KSB.
(11) For a statement regarding the computations of per
share earnings (loss), see Note 2 of the Notes to
the Consolidated Financial Statements.
(23) Consent of Carpenter, Mountjoy and Bressler, PSC.
(27) Financial Data Schedule.
(b) Reports on Form 8-K.
Form 8-K filed November 23, 1999, concerning the
disposition of the Company's investment in its three
French subsidiaries.
Form 8-K filed December 21, 1999, disclosing that the
Board of Directors had approved (1) a plan to exit its
two remaining revenue generating activities and (2) a
stock repurchase program.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
STRATEGIA CORPORATION
Date: March 27, 2000
By /s/ Robert H. Loeffler
Robert H. Loeffler, Chairman
and Interim Chief Executive
Officer
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/ Robert H. Loeffler
Robert H. Loeffler Chairman and Director March 27, 2000
(Principal Executive Officer)
/s/ James A. Huguenard
James A. Huguenard President and Chief March 27, 2000
Operating Officer
/s/ Paul E. Phillips, Jr.
Paul E. Phillips, Jr. Vice President and March 27, 2000
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ John P. Snyder
John P. Snyder Secretary and Director March 27, 2000
/s/ John A. Brenzel
John A. Brenzel Director March 27, 2000
/s/ James E. Buchart
James E. Buchart Director March 27, 2000
</TABLE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement (Form
S-8 No. 333-36233) pertaining to the 1988 Stock Option Plan of Strategia
Corporation of our report dated March 22, 2000, with respect to the
consolidated financial statements of Strategia Corporation and subsidiaries
included in the annual report (Form 10-KSB) for the years ended December 31,
1999 and 1998.
/s/ CARPENTER, MOUNTJOY & BRESSLER, PSC
Louisville, Kentucky
March 22, 2000
W-_____
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR THE LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND
QUALIFICATION WITHOUT AN OPINION OF LEGAL COUNSEL ACCEPTABLE TO THE CORPORATION
THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
STRATEGIA CORPORATION
------------------------------------------------------------
STOCK PURCHASE WARRANT
-------------------------------------------------------------
I. Grant.
Strategia Corporation, a Kentucky corporation (the "Corporation"), for
value received hereby grants to _________________________, or its registered
assigns (the "Holder") under the terms herein, and subject to future dilution,
the right to purchase _____ Shares (the "Shares") of the Corporation's common
stock ("Common Stock") at the following prices per share as of the following
times:
Purchase
Calendar Year Price Per Share
1997 $2.50
1998 $3.00
1999 $3.50
2000 $4.00
2001 $4.50
II. Expiration.
The right to exercise this Warrant shall expire on June 30, 2001.
III. Exercise Procedure.
This Warrant may be exercised in whole or in part in increments of at
least 300 Shares by presenting it and tendering the Purchase Price in legal
tender or by bank cashier's or certified check for the number of Shares
purchased at the principal office of the Corporation along with a written
subscription substantially in the form of Appendix A attached hereto.
The Corporation shall promptly issue and deliver at its expense
(including the payment of issue taxes) the proper number of Shares, and such
Shares shall be deemed issued for all purposes as of the opening of business
on the date on which this Warrant is exercised (the "Exercise Date")
notwithstanding any delay in the actual issuance.
IV. Adjustments in Certain Events.
The number, class, and price of securities for which this Warrant may be
exercised are subject to adjustment from time to time upon the happening of
certain events as follows:
(a) If the outstanding shares of the Corporation's Common Stock are
divided into a greater number of Shares or a dividend in stock is paid on the
Common Stock, the number of Shares obtainable on exercise of the Warrants
shall be proportionately increased and the Purchase Prices in effect
immediately prior to such subdivision or at the record date of such dividend
shall, simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend, be proportionately
reduced; and, conversely, if the outstanding shares of Common Stock are
combined into a smaller number of shares of Common Stock, the number of Shares
obtainable upon exercise of the Warrants shall be proportionately reduced and
the Purchase Prices in effect immediately prior to such combination shall,
simultaneously with the effectiveness of such combination, be proportionately
increased. The increases and reductions provided for in this subsection IV
(a) shall be made with the intent and, as nearly as practicable, with the
effect that neither the percentage of the total equity of the Corporation
obtainable on exercise of the Warrants nor the price payable for such
percentage upon such exercise shall be affected by any event described in this
subsection IV(a).
(b) No adjustment of the Purchase Prices will be made if the amount of
the adjustment is less than one cent per share, but in that case any
adjustment that would otherwise be required to be made will be carried forward
and will be made at the time of and together with the next adjustment of the
Purchase Price which, together with any adjustment carried forward, amounts to
one cent per share or more.
(c) In case of any change in the Common Stock of the Corporation through
merger, share exchange, reclassification, reorganization, partial or complete
liquidation, or other similar change in the capital structure of the
Corporation (not including the issuance of additional shares of Common Stock
by the Corporation other than by stock split or stock dividend), then, as a
condition of the change in the capital structure of the Corporation, lawful
and adequate provision shall be made so that the Holder will have the right
thereafter to receive upon the exercise of the Warrants the kind and amount of
shares of stock or other securities or property to which he would have been
entitled if, immediately prior to such merger, share exchange,
reclassification, reorganization, recapitalization, or other change in the
capital structure, he had held the number of Shares obtainable upon the
exercise of the Warrants. In any such case, appropriate adjustment shall be
made in the application of the provisions set forth herein with respect to the
rights and interest thereafter of the Holder, to the end that the provisions
set forth herein shall thereafter be applicable, as nearly as reasonably may
be, in relation to any shares of stock or other property thereafter
deliverable upon the exercise of the Warrants. The Corporation will not
permit any change in its capital structure to occur unless the issuer of the
shares of stock or other securities to be received by the Holder of this
Warrant Certificate, if not the Corporation, agrees to be bound by and comply
with the provisions of this Warrant Certificate. If any change in capital
structure to which this subsection IV(c) applies involves an election on the
part of the Corporation's securities holders which would have been made by the
Holder if, immediately prior to the record date with respect to such election,
the Holder exercised the Warrants in full, then Holder shall, on or before the
election date, make an election as if he had exercised the Warrants in full
and the Warrants shall thereafter be exercisable to purchase the securities or
other property which the Holder would have received had he exercised the
Warrants immediately prior to the record date with respect to the change in
capital structure and made the same election.
(d) When any adjustment is required to be made in the number of Shares,
other securities, or the property purchasable upon exercise of the Warrants,
the Corporation shall promptly determine the new number of shares or other
securities or property purchasable upon exercise of the warrants and (i)
prepare and retain on file a statement describing in reasonable detail the
method used in arriving at the new number of shares or other securities or
property purchasable upon exercise of the Warrants and (ii) cause a copy of
such statement to be mailed to Holders within thirty (30) days after the date
when the event giving rise to the adjustment occurred.
(e) No fractional shares of Common Stock or other securities will be
issued in connection with the exercise of any Warrants, but the Corporation
shall pay, in lieu of fractional shares, a cash payment therefor on the basis
of the mean between the high bid and low asked prices in the over-the-counter
market or the closing price on a national securities exchange on the day
immediately prior to exercise.
(f) If preferred securities of the Corporation or securities of any
subsidiary of the Corporation are distributed pro rata to holders of any or
all of the Corporation's securities, such number of securities shall be
distributed to the Holder or his assignee upon exercise of his rights
hereunder as such Holder or assignee would have been entitled to if this
Warrant Certificate had been exercised prior to such distribution. The
provisions with respect to adjustment of the Corporation's Common Stock
provided in this section IV shall also apply to the preferred securities and
securities of any subsidiary to which the Holder or his assignee shall be
entitled under this subsection IV(f).
(g) Notwithstanding anything herein to the contrary, there shall be no
adjustment made hereunder on account of the sale and issuance of the Shares or
other securities purchasable upon exercise of the Warrants.
V. Reservation of Shares.
The Corporation agrees that the number of shares of Common Stock or other
securities sufficient to provide for the exercise of the Warrants upon the
basis set forth above shall at all times during the term of the Warrants be
reserved for exercise.
VI. Registration Rights.
Holders of Warrants shall have the right, one time, upon the demand of
Holders of at least 25% of the Corporation's Warrants to cause the Corporation
to register (the Demand Registration") Corporation's common stock issuable
upon exercise of the Warrants (the "Registrable Securities") under the
Securities Act of 1933, as amended (the "Act"). In addition, for a period of
five (5) years following the date of issuance of the Warrants, if the
Corporation registers any of its securities under the Act (other than pursuant
to a registration solely covering shares issued pursuant to a benefit plan,
for acquisitions by the Corporation or for similar corporate purposes), and
the registration form to be used may be used for registration of the
Registrable Securities, the Corporation shall, upon the request of the
Holders, register the Registrable Securities (the "Piggy-back Registration").
The Corporation shall give written notice to the Holders of its intention to
affect the Piggy-back, Registration and shall include in such Piggy-back
Registration all of the Registrable Securities with respect to which the
Corporation has received a written request for inclusion therein within
fifteen (15) days after delivery of the Corporation's notice, provided,
however, that if the inclusion of such Registrable Securities would, in the
opinion of the underwriters, adversely affect the ability of the underwriters
of a public offering of the Corporation's securities to market all of the
securities to be registered, then the Corporation shall not be required to
make the Piggy-back Registration. The Corporation shall pay the expenses of
the Demand and Piggy-back Registrations, except for fees of legal counsel and
other advisors engaged by the Holders and the Holders' prorated share of any
underwriters' discount or commissions. In any Demand or Piggy-back
Registration, the participating Holders shall cooperate in furnishing any
required information to the Corporation and shall indemnity the Corporation
against all claims, damages, losses, expenses, etc., arising out of any
material untrue statement or omissions made on the basis of information
furnished by the Holders.
VII. Sale of Warrant or Shares.
Neither this Warrant nor the Shares have been registered under the Act,
or under the securities laws of any state. Neither this Warrant nor the
Shares when issued may be sold, transferred, pledged or hypothecated in the
absence of (i) an effective registration statement for this Warrant or the
Shares, as the case may be, under the Act and such registration or
qualification as may be necessary under the securities laws of any state, or
(ii) an opinion of counsel reasonably satisfactory to the Corporation that
such registration or qualification is not required. The Corporation shall
cause a certificate or certificates evidencing all or any of the Shares issued
upon exercise of the rights herein prior to said registration and
qualification of such shares to bear the following legend:
The shares evidenced by this certificate have been acquired for
investment and have not been registered under the Securities Act of 1933, as
amended (the "Act"), or any state securities laws. The shares may not be
sold, transferred, pledged or hypothecated or otherwise disposed of in the
absence of an effective registration statement or an opinion of counsel
reasonably satisfactory to the Corporation that the transaction would not be
in violation of the Act or any applicable state securities law.
VIII. Transfer.
This Warrant shall be registered on the books of the Corporation which
shall be kept at its principal office for that purpose, and shall be
transferable in whole or in part but only on such books by the Holder in person
or by the Holder's duly authorized attorney with written notice substantially
in the form of Appendix B attached hereto, and only in compliance with the
preceding paragraph. The Corporation may issue appropriate stop orders to its
transfer agent to prevent a transfer in violation of the preceding paragraph.
IX. Replacement of Warrant.
At the request of the Holder and on production of evidence reasonably
satisfactory to the Corporation of the loss, theft, destruction or mutilation
of this Warrant and (in the case of loss, theft, or destruction) if required
by the Corporation, upon delivery of an indemnity agreement with a surety in
such reasonable amount as the Corporation may determine, the Corporation, at
its expense, will issue a new Warrant of like tenor in lieu thereof.
X. Investment Covenant.
The Holder by its acceptance hereof covenants that this Warrant is, and
any Shares issued hereunder will be, acquired for investment purposes, and
that the Holder will not distribute the same in violation of any state or
federal law or regulation.
XI. Notice.
Any notices required or permitted to be given hereunder shall be in
writing and may be serviced personally or by mail; and if serviced shall be
addressed as follows:
If to the Corporation:
10301 Linn Station Road
P.O. Box 37144
Louisville, Kentucky 40232-7144
Attention: President
If to the Holder:
___________________________
___________________________
___________________________
Any notice so given by mail shall be deemed effectively given 48 hours
after mailing when deposited in the United States mail, registered or
certified mail, return receipt requested, postage prepaid and addressed as
specified above. Any party may by written notice to the other specify a
different address for notice purposes.
XII. Applicable Law.
This Warrant shall be construed according to the laws of the Commonwealth
of Kentucky.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be signed
on its behalf, in its corporate name, by its President, and its corporate seal
to be hereunto affixed and the said seal to be attested by its Secretary, as
of this 30th day of June, 1996.
ATTEST: STRATEGIA CORPORATION
By:_________________________________By:____________________________________
Secretary President
[Seal]
Appendix A
IRREVOCABLE SUBSCRIPTION
To: STRATEGIA CORPORATION
Louisville, Kentucky
Gentlemen:
The undersigned hereby elects to exercise his right under the attached Warrant
by purchasing shares of the common stock of your
company, and hereby irrevocably subscribes to such issue. The certificates
for such shares shall be issued in the name of
(Name)
(Address)
(Taxpayer Number)
and delivered to
(Name)
(Address)
The exercise price of $ is enclosed.
Date:
Signed: __________________
(Address)
(Signature)
Appendix B
ASSIGNMENT
for value received _________________ hereby assigns to
(Name)
(Address)
the attached Warrant together with all right,
title and interest therein, and does hereby irrevocably
appoint attorney to transfer said Warrant on the books
of Strategia Corporation, with full power of substitution in the premises.
Done this day of .
Signed:
By:
Its:
<TABLE> <S> <C>
<PAGE>
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<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> $ 7,256,092
<SECURITIES> 0
<RECEIVABLES> 2,871,931
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,289,860
<PP&E> 11,743,834
<DEPRECIATION> 9,345,518
<TOTAL-ASSETS> 12,696,536
<CURRENT-LIABILITIES> 2,390,717
<BONDS> 825,811
<COMMON> 13,849,658
0
0
<OTHER-SE> (4,373,383)
<TOTAL-LIABILITY-AND-EQUITY> 12,696,536
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
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<INCOME-TAX> 0
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<DISCONTINUED> 4,136,223
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,136,223
<EPS-BASIC> .89
<EPS-DILUTED> .89
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> $ 761,650
<SECURITIES> 0
<RECEIVABLES> 4,594,185
<ALLOWANCES> 0
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<CURRENT-ASSETS> 5,847,541
<PP&E> 21,593,384
<DEPRECIATION> 15,500,460
<TOTAL-ASSETS> 12,321,883
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<BONDS> 882,407
<COMMON> 13,883,965
0
0
<OTHER-SE> (8,518,321)
<TOTAL-LIABILITY-AND-EQUITY> 12,321,883
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</TABLE>
