UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities exchange Act
of 1934
For the quarterly period ended September 30, 2003
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ___________ to ___________.
Commission File Number: 33-23473
CORDIA CORPORATION
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Nevada 2917728
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2500 Silverstar Road, Suite 500, Orlando, Florida 32804
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(Address of Principal Executive Offices)
866-777-7777
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(Issuer's Telephone Number, Including Area Code)
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of Nov 10, 2003, there were 5,821,211 shares of the issuer's common stock
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
2
CORDIA CORPORATION
FORM 10-QSB
INDEX
Page No.
PART I. Financial Information 1
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
- September 30, 2003 and December 31, 2002 3
Condensed Consolidated Statements of Operations
- Nine and Three months ended
September 30, 2003 and 2002 4
Condensed Consolidated Statements of
Cash Flows - Nine months ended
September 30, 2003 and 2002 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis or
Plan of Operation 11
Item 3. Controls and Procedures 18
PART II. Other Information 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 6. Exhibits and Reports on Form 8-K 19
Signatures 20
Certifications See Exhibits
3
Item 1. Financial Statements.
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, December 31,
2003 2002
----------- -----------
ASSETS
Current Assets
Cash $ 27,713 $ 234,770
Accounts receivable, less allowance for doubtful accounts of
$81,259 (2003) and $65,000 (2002) 573,920 507,920
Investments - 3,685
Prepaid expenses and other current assets 150,028 64,817
Other loans receivable - 33,649
----------- ----------
TOTAL CURRENT ASSETS 751,661 844,841
----------- ----------
Property and equipment
Cost of property and equipment 27,404 404,346
Less:Accumulated depreciation 7,901 141,140
----------- -----------
NET PROPERTY AND EQUIPMENT 19,503 263,206
----------- -----------
Other Assets
Notes receivable, less reserve for impairment of $165,000 (2003) 585,000 -
Security deposits 77,055 60,904
----------- -----------
TOTAL OTHER ASSETS 662,055 60,904
----------- -----------
TOTAL ASSETS $ 1,433,219 $ 1,168,951
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Book overdraft $ - $ 90,946
Accounts payable and accrued expenses 1,102,973 1,782,184
Obligation under capital lease, current portion - 25,672
Unearned income 179,407 93,237
Loans payable to affiliates 32,174 9,744
Loans payable-other 57,000 36,103
----------- -----------
TOTAL CURRENT LIABILITIES 1,371,554 2,037,886
----------- -----------
Noncurrent Liabilities
Obligation under capital lease, less current portion - 7,404
----------- -----------
TOTAL NONCURRENT LIABILITIES - 7,404
----------- -----------
Stockholders' Equity (Deficit)
Preferred stock, $.001 par value; 5,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value; 20,000,000 shares authorized,
5,821,211 (2003) and 5,701,211 (2002) shares issued 5,821 5,701
Additional paid-in capital 4,171,457 3,956,739
Common stock subscribed - 60,000
Accumulated deficit (4,090,613) (4,873,779)
------------ ----------
86,665 (851,339)
Less Treasury stock, 10,000 common shares at cost (25,000) (25,000)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 61,665 (876,339)
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,433,219 $ 1,168,951
=========== ===========
Note: The balance sheet at December 31, 2002 has been derived from audited
financial statements at that date but does not include all the information and
footnotes required by generally accepted accounting principles in the United
States. See notes to consolidated financial statements.
4
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Nine Months Ended For the Three Months Ended
September 30, September 30,
2003 2002* 2003 2002*
------------ ------------ ------------ -----------
Revenues
Telecommunications Revenue $ 2,457,475 $ 196,373 $ 1,076,658 $ 190,489
Other 142,055 172,367 83,462 3,183
------------ ------------ ------------ -----------
2,599,530 368,740 1,160,120 193,672
------------ ------------ ------------ -----------
Operating Expenses
Resale and wholesale line charges 1,134,614 106,022 470,473 103,291
Payroll and payroll taxes 648,553 320,472 302,044 119,833
Advertising and promotion 554,498 110,624 243,991 81,901
Professional and consulting fees 196,541 480,348 13,480 175,824
Depreciation 5,267 1,633 2,488 641
Insurance 58,429 12,730 24,099 3,188
Office expense 30,742 10,083 10,314 4,811
Telephone 46,292 21,597 16,458 15,447
Rent and building maintenance 38,877 22,616 10,995 13,342
Other selling, general and administrative 360,643 77,071 147,438 34,055
------------ ------------ ------------ -----------
3,074,456 1,163,196 1,241,780 552,333
------------ ------------ ------------ -----------
Operating Loss (474,926) (794,456) (81,660) (358,661)
------------ ------------ ------------ -----------
Other Income (Expenses)
Impairment loss on note receivable (165,000) - (165,000) -
Income (loss) on investments 3,750 (32,943) - -
Other income - - - -
Interest income (expense) 5,762 (1,556) (1,005) (278)
------------ ------------ ------------ -----------
(155,488) (34,499) (166,005) (278)
------------ ------------ ------------ -----------
Loss From Continuing Operations (630,414) (828,955) (247,665) (358,939)
------------ ------------ ------------ -----------
Income (Loss) from Discontinued Operations
Gain on disposal of subsidiary 1,554,306 337,793 - -
Loss from operations of discontinued
segments (140,726) (278,101) - 245,283
------------ ------------ ------------ -----------
1,413,580 59,692 - 245,283
------------ ------------ ------------ -----------
Net Income (Loss) $ 783,166 $ (769,263) $ (247,665) $ (113,656)
============ ============ ============ ===========
Income (Loss) per Share $ 0.14 $ (0.14) $ (0.04) $ (0.02)
============ ============ ============ ===========
Weighted Average Shares Outstanding 5,785,600 5,571,455 5,821,211 5,678,217
============ ============ ============ ===========
*Reclassified, see notes 1 and 3.
See notes to condensed consolidated financial statements.
5
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended
September 30,
2003 2002*
---------- -----------
Cash Flows From Operating Activities
Net income (loss) $ 783,166 $ (769,263)
Adjustments to reconcile net loss to net cash
used by operations
(Gain) on disposal of subsidiaries (1,554,308) (337,793)
(Gain)loss on investments (3,750) 32,943
Consulting expense 116,338 296,968
Depreciation expense 5,267 1,633
Impairment loss -note receivable 165,000 --
Noncash expenses of discontinued business segments 13,920 100,926
(Increase) decrease in assets
Accounts receivable (233,606) (276,207)
Prepaid expenses and other current assets (141,939) (16,150)
Security deposits (43,290) (33,765)
Increase (decrease) in liabilities
Book overdraft 182,236 --
Accounts payable and accrued expenses 430,840 1,665,305
Unearned income 252,836 (247,091)
---------- ------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (27,290) 417,506
---------- ------------
Cash Flows From Investing Activities
Proceeds from sale of investments 6,550 26,547
Purchase of investments -- (66,790)
(Increase) in loans receivable from affiliates -- (318,500)
Decrease in loans receivable from affiliates -- 268,019
(Increase)in other loans receivable (9,104) (99,891)
Decrease in other loans receivable 1,750 --
Decrease in cash of sold subsidiaries (241,055) --
Purchase of property and equipment (19,595) (113,012)
---------- ------------
NET CASH (USED) BY INVESTING ACTIVITIES (261,454) (303,627)
---------- ------------
Cash Flows From Financing Activities
Net proceeds from issuance and subscription of common stock 38,500 557,500
Payments of notes payable -- (1,650)
Payments of obligations under capital lease (9,884) (12,339)
Proceeds from loans payable to affiliates 43,000 14,447
Payment of loans payable to affiliates (10,826) (8,296)
Proceeds from loans payable-other 42,000 25,242
Payments of loans payable-other (21,103) --
---------- ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 81,687 574,904
---------- ------------
Increase (Decrease) in Cash (207,057) 688,783
Cash, Beginning 234,770 185,348
---------- ------------
Cash, Ending $ 27,713 $ 874,131
========== ============
*Reclassified, see notes 1 and 3.
See notes to condensed consolidated financial statements.
6
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2003
Note 1: Basis of Presentation
Our unaudited condensed financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the information
and disclosures required by generally accepted accounting principles.
Therefore, these financial statements should be read in conjunction with the
financial statements and related footnotes included in our Annual Report on
Form 10-KSB for the most recent year-end. These financial statements reflect
all adjustments that are, in the opinion of management, necessary to fairly
state the results for the interim periods reported. The results of operations
for the three- and nine-month periods ended September 30, 2003 are not
necessarily indicative of the results to be expected for the full year.
The consolidated financial statements include the accounts of Cordia
Corporation ("Cordia"), and Cordia Communications Corp. ("CCC") for the nine
months and three months ended September 30, 2003 and 2002. The consolidated
financial statements also include the accounts of Cordia's discontinued
business ISG Group, Inc ("ISG") and its subsidiaries (Universal Recoveries,
Inc. and U.L.A.E., Inc., both wholly-owned) for the period January 1, 2003
through March 3, 2003 (date of disposal) and for the nine and three months
ended September 30, 2002. The consolidated financial statements also include
the accounts of Cordia's discontinued business segment RiderPoint and
subsidiary, for the nine months and three months ended September 30, 2002.
Cordia Corporation and its subsidiaries are collectively referred to herein as
the "Company." All material intercompany balances and transactions have been
eliminated.
Note 2: Investments
Trading Securities
At December 31, 2002, investments included common shares of eLEC
Communications Corp. ("eLEC"). All investments are classified as trading
securities and accordingly, stated at fair value, which is based on market
quotes. Adjustments to fair value of the equity securities are recorded as an
increase or decrease in investment income in the accompanying statements of
operations. All remaining shares of eLEC were sold during the second quarter
of 2003.
During June 2002, we sold all of our common shares of RiderPoint Inc. and its
subsidiary, RP Insurance Agency Inc., and our entire membership interest in
Webquill Internet Services, LLC for $1,000. As discussed below, the gain was
principally the result of the assumption of debt by the buyer. The results of
operations of RiderPoint Inc, RP Insurance Agency Inc, and Webquill are
presented as losses from operations of discontinued segments in the
accompanying condensed consolidated statements of operations.
On March 3, 2003, Cordia sold its equity interests in ISG to West Lane Group
Inc., a company owned by the then-current management of ISG. The $750,000
selling price of ISG is evidenced by a promissory note bearing interest at the
rate of 6% per annum. The principal obligation of $750,000 under the note is
payable on or before March 3, 2005, and is secured by 700,000 shares of
Cordia's common stock owned by WestLane Group, Inc. During the third quarter
of 2003, we re-evaluated the collectibility of the principal and interest
related to the note and recorded a reserve in the amount of $165,000. We
believe this reserve to be adequate at this time.
7
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2003
NOTE 3 - SALE OF BUSINESS SEGMENTS
Sale of RiderPoint, Inc., and its subsidiary, and Webquill Internet Services,
LLC:
On June 27, 2002, the Company sold for $1,000 in cash, (a) its common stock
equity interests in RiderPoint, Inc. and its subsidiary, RP Insurance Agency,
Inc., and (b) its entire membership interest in Webquill. RiderPoint had
focused on the development of technological systems, solutions and processes
that would allow it to become a nationwide distributor of insurance products
through the internet and traditional insurance agents. RP Insurance Agency,
Inc. acted as an insurance broker for individuals, purchasing property and
liability insurance for power sports vehicles. Webquill provided internet
hosting services to businesses and individuals. The Company recognized a gain
of $337,793 on the sale of these interests. As a result of the sale of these
business segments, the Company's net operating loss for Federal income tax
reporting purposes decreased by approximately $1,940,000.
The following is a summary of the sale transaction:
RiderPoint,
and subsidiary Webquill Total
-------------- -------- -----
Assets sold $(25,189) $(2,763) $(27,952)
Liabilities assumed by buyer 412,917 15,701 428,618
Cash payment received 500 500 1,000
Write-off of inter-company
receivables and payables (63,873) -0- (63,873)
-------- ------- --------
Gain on sale $324,355 $13,438 $337,793
======== ======= ========
The loss from operations of this discontinued business segment was $13,815 for
the nine months ended September 30, 2002.
Sale of ISG:
The following is a summary of the sale transaction of ISG (unaudited):
Assets sold $ (778,529)
Liabilities assumed by buyer 1,658,917
Note received 750,000
Write-off of inter-company receivables and payables (76,082)
---------
Gain on sale, before income taxes $1,554,306
==========
The Company's net operating losses are expected to offset the gain on the sale
of ISG.
As a result of the sale of ISG, (a) employee stock options to purchase 83,000
common shares of the Company at $7.50 per share expired, and (b) the Company's
net operating loss carry-forward for federal income tax reporting purposes, on
a pro-forma basis giving retroactive effect to the sale of ISG as of December
31, 2002, would have been approximately $2,220,000.
8
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2003
NOTE 3 - SALE OF BUSINESS SEGMENTS (cont'd)
The accompanying consolidated balance sheet at December 31, 2002 include the
following assets and liabilities of the discontinued business segments ISG:
Current Assets
Cash $ 164,527
Accounts receivable, net 377,568
Investments 886
Prepaid expenses and other current assets 17,512
Loans receivable from affiliates 31,899
----------
Total current assets 592,392
----------
Property and equipment
Office equipment 218,015
Equipment - capital leases 58,567
Vehicles 16,743
Furniture and fixtures 98,376
----------
391,701
Less: Accumulated depreciation 138,506
----------
253,195
----------
Other assets
Security deposits 27,139
----------
Total assets $ 872,726
==========
Current Liabilities
Book overdraft $ 90,946
Accounts payable and accrued expenses 1,319,207
Obligation under capital lease, current portion 25,672
Unearned income 83,333
Loans payable to affiliates 9,744
Loans payable to parent and subsidiaries* 76,082*
----------
Total current liabilities 1,604,984
----------
Obligation under capital lease, less current potion 7,404
----------
Accumulated deficit (739,662)
----------
Total liabilities and accumulated deficit $ 872,726
==========
*Eliminated in consolidation.
9
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2003
NOTE 3 - SALE OF BUSINESS SEGMENTS (cont'd)
Loss from operations of discontinued business segments includes the following:
Nine months ended September 30,
-------------------------------
2003 2002
--------- ---------
Revenues:
Subrogation Service Revenue,net $ 631,361 $2,055,242
Claims Administration income 197,667 1,982,224
Other - 1,254
---------- ---------
Total Revenues: $ 829,028 $4,038,720
Loss before income taxes $ 140,726 $ (264,286)
The 2002 statement of operations was reclassified to show the results of
operations for the RiderPoint and ISG business segments as discontinued.
License Agreement
On March 3, 2003, Cordia entered into a licensing agreement with ISG whereby
ISG purchased an unlimited license to certain software owned by Cordia. The
license agreement provides for ISG to pay Cordia $100,000 on execution of
license agreement, plus $6,000 per month (including interest) for a period of
twenty-five months. Cordia shall provide software updates and maintenance as
necessary, during this twenty-five month period.
10
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2003
Note 4: Stockholders' Equity
During June 2002, we approved a 5-for-1 reverse split of our common stock with
no change in its par value of $.001. All references in the consolidated
financial statements and in the notes to consolidated financial statements
with respect to the number of common shares and per share amounts have been
restated to reflect the stock split.
During September 2000, we issued warrants to purchase 22,400 shares of our
common stock. The warrants had an exercise price of $12.50 per share and
expired during the period from July through September 2002. No warrants were
exercised prior to expiration.
Effective January 5, 2001, we established our 2001 Equity Incentive Plan (the
"Plan"). The total number of shares of our common stock issuable under the
Plan is 1,000,000, subject to adjustment for events such as stock dividends
and stock splits. The Plan is administered by a committee of the Board of
Directors having full and final authority and discretion to determine when and
to whom awards should be granted. The committee will also determine the terms,
conditions and restrictions applicable to each award.
Transactions under the Plan are summarized as follows giving retroactive
effect to the reverse stock split:
Stock Options Exercise Price
------------- --------------
Balance, December 31, 2002 146,000 $ 7.50 to 11.25
Granted: 615,000 $ .60
Exercised - $
Expired (83,000) $ 7.50
----------- ---------------
Balance, September 30, 2003 678,000 $ .60 to 11.25
Note 5: Commitments
Description of Property.
As of November 10, 2003, we leased property at the following two locations:
(1) approximately 2,840 square feet of office space for our offices in White
Plains, New York at a rental price of $4,970.00 per month and (2)
approximately 4,000 square feet at our executive offices in Orlando, Florida
at a rental price of $3,301.50 per month plus utilities. The lease for the
property in White Plains is a five-year lease with rent increases in years
three and four. The lease will commence when the landlord delivers possession
of the premises to Cordia. The anticipated delivery date is December 1, 2003,
however if landlord fails to deliver possession by December 16, 2003 Cordia
may cancel the lease agreement and be released from all of its obligations.
The lease for the property in Orlando is on a month-to-month basis. We believe
our existing facilities are sufficient for our current operations.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain statements in this Report constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or
achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements.
Factors that might cause such a difference include, among others,
uncertainties relating to general economic and business conditions; industry
trends; changes in demand for our products and services; uncertainties
relating to customer plans and commitments and the timing of orders received
from customers; announcements or changes in our pricing policies or that of
our competitors; unanticipated delays in the development, market acceptance or
installation of our products and services; changes in government regulations;
availability of management and other key personnel; availability, terms and
deployment of capital; relationships with third-party equipment suppliers; and
worldwide political stability and economic growth. The words "believe",
"expect", "anticipate", "intend" and "plan" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date the
statement was made.
Overview
Cordia Corporation is a business services holding company that provides
Internet-enabled software systems, outsourcing solutions and services to
businesses and organizations. We have historically focused substantially all
of our efforts and resources on providing outsourced solutions for the
insurance industry. However, during 2001, we began developing proprietary
software systems and related outsourced solutions for the telecommunications
industry. In addition, during the second quarter of 2002, we began providing
telecommunications services through our wholly-owned subsidiary, Cordia
Communications Corp.
We believe the growing use by businesses and other organizations of strategic
outsourcing to expert organizations and the rapid global development and
acceptance of Internet-based applications and technology have created
opportunities for us to address the business services needs of certain
industries. Due to the specialized expertise often developed by business
services companies and the significant economies of scale that can be achieved
by providing specialized services for a number of customers, we believe
companies that provide outsourced services are often able to deliver such
services at lower costs and with higher quality than their customers can
produce internally. In addition, we believe the rapid growth and acceptance of
the Internet as a global medium for communication, information and commerce
has created a tremendous opportunity to perform business functions more
efficiently and effectively through the utilization of standardized Internet
technologies, databases and applications.
Our strategy is to accelerate our growth and increase our profitability
through the acquisition and internal development of businesses that provide
either industry-specific expert services or specialized business functions. We
plan to utilize internally developed proprietary software systems that take
advantage of standardized Internet technologies to enhance both the quality
and efficiency of our services. We believe that properly designed and
developed systems and applications can allow us to leverage the expertise of
our employees and to deliver a superior service to our customers, which should
12
give us a competitive advantage over expert organizations that seek to provide
their services through traditional means.
Cordia Communications Corp.
During 2001, we began to focus some of our resources on the development of
telecommunications services. In July 2001, we formed Cordia Communications
Corp. and began the development of an integrated software system designed to
support providers of telecommunications services. We refer to these software
systems as "Telecom Workspaces" or "Workspaces". During 2002, we began to
develop a Telecom Account Management System (TAMS) which is a suite of
services including Data Interconnection, Rate Plan Administration, Rating and
Invoicing, and Ticketing and Transaction Posting that utilize Workspaces to
provide outsourced solutions to telecommunications providers. In addition,
during 2002, Cordia Communications Corp. became a licensed provider of local
and long distance telephone services in multiple states.
We believe recent wholesale price reductions for telephone services have
created significant opportunities to develop a profitable Competitive Local
Exchange Carrier (CLEC) business utilizing a network platform commonly
referred to as unbundled network elements-platform, or UNE-P. With UNE-P, we
are able to lease all of the network elements required to provide local
telecommunications services from the Incumbent Local Exchange Carrier (ILEC)
on a month-to-month basis. UNE-P allows us to avoid the large capital
expenditures required to build an independent network, closely match our
network capacity to utilization and earn significant gross margins.
In order to provide our telecommunications services, we have entered into
interconnection agreements with facilities-based local (ILECs) and long
distance providers. We utilize our Workspaces system as a middleware layer
that connects our employees, agents, wholesale and retail customers through
Web interfaces to the provisioning, repair, billing and enhanced services
functions of our underlying carriers. Through the constant development and
improvement of our Workspaces system, we continually focus on the most
efficient and effective underlying processes in the performance of each core
function of the services we provide and adapt our systems to those processes.
We believe this development strategy is far more favorable than the
alternative methodology, in which the limitations of the software system lead
to an adaptation of the process that is less than optimal in order to work
within the confines of the software system.
We have identified the following three strategies that we intend to utilize,
through our Workspaces system in order to profit from these developments in
the domestic telecommunications market.
Retail Telecommunication Services. As of November 10, 2003, Cordia
Communications Corp. was approved to provide local and long distance
telecommunications services in Florida, New York, New Jersey, Illinois,
Michigan, Ohio and Pennsylvania. Of these states, Cordia Communications Corp.
has been actively marketing retail services to end users primarily in New
York, New Jersey and Pennsylvania. We expect to expand our retail service
offerings into Illinois, Michigan, and Pennsylvania during the remainder of
2003. We have focused on these states because management believes they offer
the most attractive opportunities due to the relative size of their
telecommunications markets and relatively low wholesale prices as compared to
anticipated average retail revenue, which management believes will provide
significant retail gross margins.
13
Wholesale Telecommunications Services. During November 2002, Cordia
Communications Corp. began to offer wholesale telecommunications services to
other telecommunications providers. Taking advantage of our Workspaces
software system, Cordia Communications Corp. is able to provide wholesale
customers with internet access to our systems and data. We believe our systems
and our focus on process engineering have created outsourced solutions and
services that will greatly facilitate the entry of our wholesale customers
into the CLEC business. We believe our wholesale customers will be able to
provide telecommunications services with less investment and greater
efficiency and expertise then may be possible for most CLECs who lack our
systems capabilities and the knowledge of our employees.
Professional Outsourced Telecommunications Systems (POTS) and Solutions.
During the first quarter of 2003, we began to market a suite of outsourced
services to telecommunications providers. These professional outsourced
telecommunications services (POTS) are designed around our Workspaces systems.
The services we offer include Billing, New Order Provisioning, Repair, Level I
Customer Service, Secondary Provisioning, Collections and Regulatory services.
Customers for these services are required to subscribe to Workspaces systems,
usually hosted within our facilities. Once a customer is using Workspaces, we
are able to provide all or some of these specialized functions on an
outsourced basis. We believe customers will be attracted to these services and
adopt and utilize those functions that they believe are deficient within their
own organizations. In addition to long term outsourcing service, we will also
be offering emergency backup and transitional services that will allow our
customers to outsource these functions during times of unplanned facilities
outages, loss of key personnel or rapid growth.
Insurance Solutions Group
We operated our insurance services business primarily through ISG Group, Inc.,
our wholly-owned subsidiary that conducted business under the name Insurance
Solutions Group ("ISG"). As discussed below, we sold all of our equity
interests in ISG in March 2003. ISG provided comprehensive insurance solutions
to insurance companies, state insurance departments and self-insured entities
in conjunction with Universal Recoveries, Inc., a wholly-owned subsidiary of
ISG doing business as Subrogation Partners ("Subrogation Partners"); U.L.A.E.,
Inc., a wholly-owned subsidiary of ISG doing business as Claim Partners
("Claim Partners"); and US Direct Agency, Inc.
Subrogation Partners. Subrogation Partners provided subrogation services for
property and casualty and healthcare insurance providers. Subrogation services
included the identification, investigation and recovery of accident-related
payments made by insurance providers on behalf of other insureds, but for
which other persons or entities are primarily responsible. By contract and
state law, insurance providers are generally entitled to certain rights with
respect to paid claims that may be the primary obligation of other insurance
carriers or parties. These recovery rights include the right of subrogation,
which allows the insurance provider to recover accident-related claims
directly from the responsible party or the responsible party's insurance
carrier. Subrogation Partners actively served over 40 insurance carriers.
Claim Partners. Claim Partners was a claims administrator that provided claim
management solutions to insurance companies. ISG launched Claim Partners
business during 2001 and has experienced a rapid growth rate, due to the
cross-selling opportunities for claims services into the existing customer
base of Subrogation Partners. Claim Partners focused on large-scale claim
outsourcing opportunities.
14
During the first quarter of 2003, we undertook an evaluation of the relative
potential opportunities of our communications and insurance businesses. As
part of this evaluation, we took into consideration the limited capital
resources available to our company and the continued losses of ISG despite its
rapid growth over the last two years, as well as ISG's negative equity and
working capital position. As a result of this evaluation, we determined that
it was in the best interest of our shareholders to exit the operating portions
of our insurance-related subsidiaries and to reduce the significant
infrastructure and operating costs associated with those businesses. On March
3, 2003, we sold our equity interest in ISG to West Lane Group Inc. ("West
Lane Group") for a selling price of $750,000. . The selling price was
represented by a promissory note for $750,000. The principal on the note is
due on March 2005 with interest due quarterly beginning March 31, 2003. As of
September 30, 2003, West Lane Group had not made any payments toward the
principal balance. West Lane Group was owned by the management of ISG at the
time of sale. In addition, we entered into a licensing and services agreement
for our SubroAGS software with West Lane Group that is expected to generate a
minimum of $250,000 in revenue for us over the next two years. During the
third quarter of 2003, we re-evaluated the collectibility of the principal and
interest related to the note and recorded a reserve in the amount of $165,000.
The reserve was based on the financial situations of the debtor as well as the
current marketability of the collateral involved. The collateral for the note
is shares of Cordia's common stock. We believe this reserve to be adequate
at this time. The transaction is discussed in Note 3 to our financial
statements for the three- and nine month period ended September 30, 2003.
Results of Operations
Three and Nine Months Ended September 30, 2003 vs. September 30, 2002
Operating Revenues
For the Nine Months Ended For the Three Months Ended
September 30, September 30,
2003 2002 2003 2002
------------ ------------ ------------ -----------
Revenues
Telecommunications Revenue $ 2,457,475 $ 196,373 $ 1,076,658 $ 190,489
Other 142,055 172,367 83,462 3,183
------------ ------------ ------------ -----------
2,599,530 368,740 1,160,120 193,672
------------ ------------ ------------ -----------
Revenues for the three and nine months ended September 30, 2003, increased by
approximately $966,000 and $2,231,000 to approximately $1,160,000 and
$2,600,000 as compared to approximately $194,000 and $369,000 reported during
the three and nine months ended September 30, 2002.
Change in Telecommunications Revenue
===========================================
2003-2002 3mths. $ 886,000 -N/A% change
2003-2002 9mths. $2,261,000 -N/A% change
===========================================
15
Telecommunications revenue is earned from the provisioning of services to
business, residential and wholesale customers for basic telephone service,
including local and long distance service, as well as ancillary services, such
as voice messaging and call waiting. Of the revenues reported for the three
and nine months ended September 30, 2003, approximately $916,000 and
$1,916,000 was generated from retail telecommunications services respectively,
approximately $76,000 and $279,000 was generated from wholesale services and
approximately $85,000 and $262,000 was generated from Carrier Access Billing
(CABS) services, respectively. As we reported minimal telecommunications
revenue for the three and nine months ended September 30, 2002, the majority
of our 2003 revenue was derived from our efforts to grow our customer base. We
anticipate a steady and continued growth rate in the customer base of our
telecommunications operations. Although revenue is increasing with the
development of our telecom operations, revenue did not keep up with the
initial cost of developing the telecom business resulting in a net loss
$247,665 for the three months ended September 30, 2003.
Change in Other Revenue
===========================================
2003-2002 3mths. $ 80,000 -N/A increase
2003-2002 9mths. ($30,000) 17% decrease
===========================================
Other revenue consists primarily of revenue earned through our outsourcing
services of data and website technology and our revenue earned as a result of
our licensing agreement. The increase during the three month period is
primarily due to expanding our Professional Outsourced Telecom Services
("POTS") to other licensed telecom carriers and expanding on our Telecom
Account Management Systems ("TAMS"), we expect that this revenue will remain
consistent through 2003 and 2004. The nine month decrease is primarily due to
the shift in our concentration of time and resources during the first half of
the 2003, toward the growth of our telecommunications business. In addition we
recognized management fee revenue for the 2002 period, previously eliminated
through consolidation, from our former ISG subsidiary. We intend to continue
to offer and expand our technology outsourcing to current and potential
customers.
Operating Expenses
For the Nine Months Ended For the Three Months Ended
September 30, September 30,
2003 2002 2003 2002
------------ ------------ ------------ -----------
Operating Expenses
Resale and wholesale line charges 1,134,614 106,022 470,473 103,291
Payroll and payroll taxes 648,553 320,472 302,044 119,833
Advertising and promotion 554,498 110,624 243,991 81,901
Professional and consulting fees 196,541 480,348 13,480 175,824
Depreciation 5,267 1,633 2,488 641
Insurance 58,429 12,730 24,099 3,188
Office expense 30,742 10,083 10,314 4,811
Telephone 46,292 21,597 16,458 15,447
Rent and building maintenance 38,877 22,616 10,995 13,342
Other selling, general and administrative 360,643 77,071 147,438 34,055
------------ ------------ ------------ -----------
3,074,456 1,163,196 1,241,780 552,333
------------ ------------ ------------ -----------
16
Consolidated operating expenses increased by approximately $689,000 and
$1,911,000 or approximately 124% and 164%, to approximately $1,242,000 and
$3,074,000 during the three and nine months ended September 30, 2003
respectively, as compared to approximately $552,000 and $1,163,000 during the
comparable period ended 2002.
Change in Resale and Wholesale Line Charges
===========================================
2003-2002 3mths. $367,000 - N/A % increase
2003-2002 9mths. $1,029,000 - N/A % increase
===========================================
Resale and wholesale line charges are direct costs associated with our
telecommunications subsidiary, Cordia Communications Corp., and represent our
network access fees paid in order to provide local and long distance telephone
service to our customers. These expenses will rise or fall in direct
correlation to the size of our telecommunications customer base. We reported
minimal resale and wholesale line charges for the three and nine months ended
September 30, 2002.
Change in Payroll and Payroll Taxes
===========================================
2003-2002 3mths. $ 182,000 152% increase
2003-2002 9mths. $ 328,000 102% increase
===========================================
This increase was directly related to the growth of our telecommunications
services. We expect that our payroll costs will continue to increase, although
not as significantly, over the next 9 to 12 months as we continue to expand
and grow our customer base.
Change in Advertising and Promotion
===========================================
2003-2002 3mths. $162,000 -197% increase
2003-2002 9mths. $444,000 -N/A% increase
===========================================
Advertising and promotion costs, which consist of advertising, marketing,
travel and telemarketing expenses, increased considerably for the three and
nine months ended September 30, 2003 as compared to the comparable period
ended September 30, 2002, due primarily to our use of telemarketers to grow
our customer base. We only had an insignificant amount of telemarketing
expenses for the three and nine months ended September 30, 2002, and it is
expected that this trend will continue, although not as dramatically, as our
telecommunications business will require the services of telemarketers to
continue to grow our customer base.
Change in Professional and Consulting
===========================================
2003-2002 3mths. ($162,000) 92% decrease
2003-2002 9mths. ($284,000) 59% decrease
===========================================
This decrease was principally the result of us using less, non-cash expense
related options, granted to non-employees for consulting services.
Change in Depreciation
===========================================
2003-2002 3mths. $2,000 -N/A% increase
2003-2002 9mths. $4,000 -N/A% increase
===========================================
The increase was primarily due to additions of depreciable office equipment,
which were necessary to facilitate the growth of Cordia Communications Corp.
17
Change in Insurance
===========================================
2003-2002 3mths. $21,000 -N/A% increase
2003-2002 9mths. $46,000 -N/A% increase
===========================================
This increase was primarily due to our increased staff and equipment for
Cordia Communications Corp., as well as the impact of industry-wide increases
in insurance costs.
Change in: Office Expense
Telephone
Rent and Building Maintenance
===========================================
2003-2002 3mths. $ 4,000 12% increase
2003-2002 9mths. $62,000 113% increase
===========================================
The consolidated increases of office expense, telephone expenses and rent and
building maintenance were due primarily to our efforts to grow our
telecommunications business, as well as the added expense of operating and
expanding our facility in Orlando, Florida.
Change in Other Selling, General and Administrative
===========================================
2003-2002 3mths. $113,000 -N/A% increase
2003-2002 9mths. $283,000 -N/A% increase
===========================================
Other selling, general and administrative expenses consist of expenses such as
bad debt, dues and subscriptions, equipment rental, bank and credit card
processing fees, license expense and registration fees, among others. The
increase in these expenses was directly related to the growth and operations
of Cordia Communications Corp., as we reported only nominal expenses for
Cordia Communications Corp. during the three and nine months ended September
30, 2002. We expect these expenses to increase during the remainder of 2003 as
we intend to expand and grow our telecommunications business.
Liquidity and Capital Resources
At September 30, 2003, we had cash and cash equivalents available of
approximately $28,000, a decrease of approximately $207,000 from amounts
reported at December 31, 2002. At September 30, 2003, we had a working capital
deficit of approximately ($620,000), which represented a decrease in our
working capital deficit of approximately $573,000 from the amount reported at
December 31, 2002 (approximately $1,193,000). The decrease in cash and
decrease in working capital deficit is directly related to the sale of ISG and
subsidiaries.
Net cash used in operating activities aggregated approximately $27,000 for the
nine month period ended September 30, 2003 as compared to net cash provided by
operating activities of approximately $418,000 for the nine month period ended
September 30, 2002. The principal source of cash provided during the nine
months ended September 30, 2003 was the net profit reported of approximately
$783,000, which was offset by the one time gain on the sale of ISG of
approximately $1,554,000.
Net cash used in investing activities aggregated approximately $261,000 and
$304,400 during the nine month periods ended September 30, 2003 and 2002,
respectively. Cash applied to investing activities consisted primarily of the
decrease in cash from our former subsidiary of approximately $241,000 due to
the sale of ISG, for the nine months ended September 30, 2003 and from the
purchase of equipment of approximately $113,000 during the comparable period
ended for 2002.
18
Net cash provided by financing activities aggregated approximately $82,000 and
$575,000 during the nine month periods ended September 30, 2003 and 2002,
respectively. The principle sources of net cash provided by financing
activities in the nine month periods ended September 30, 2003 and 2002 were
the proceeds from the issuance of common stock of approximately $39,000 (2003)
and $558,000 (2002), and proceeds from loans payable of approximately $53,000
(2003) and $31,000 (2002).
We believe our cash and cash equivalent assets at November 10, 2003 may not
provide us with sufficient liquidity to grow our business and carry out many
of our expansion plans. Despite our current working capital deficit, we
believe that continuing our current customer base growth rate of approximately
10% per quarter, will ultimately place us in a profitable position. However,
in recognition of the potential need for additional working capital,
management intends to seek additional sources of capital, which sources may
include public and private sales of our securities and additional borrowings
from both affiliates and non-affiliates. Our inability to obtain sufficient
working capital may restrict our ability to carry out our operating plans,
which would result in the continuance of unprofitable operations and would
adversely affect our financial condition and results of operations.
Item 3. Controls and Procedures.
(a) Based upon an evaluation performed within 90 days of this Report, our
Chief Executive Officer ("CEO") and Chief Accounting Officer ("CAO")
have each concluded that our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) are effective to
ensure that material information relating to our company is made known
to management, including the CEO and CAO, particularly during the
period
when our periodic reports are being prepared, and that our internal
controls are effective to provide reasonable assurances that our
financial condition, result of operations and cash flows are fairly
presented in all material respects
(b) The CEO and CAO each note that, since the date of his/her evaluation
until the date of this Report, there have been no significant changes
in
internal controls or in other factors that could significantly affect
internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.
19
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
We held our annual meeting of shareholders on May 23, 2003.
The shareholders elected each of the three nominees to the Board of Directors
for a one-year term:
Director For Against Abstained
Patrick Freeman 4,034,145 0 41,510
Wesly Minella 4,034,145 0 41,510
John Scagnelli 4,034,145 0 41,510
The shareholder approved an amendment to the Company's 2001 Equity Incentive
Plan by authorizing an additional 1,000,000 shares of Common Stock for
issuance thereunder
For 4,031,311
Against 44,344
Abstained 0
---------
Total 4,075,655
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed herewith.
Exhibit No. Description
31.1 Certification of Cordia Corporation's Principal Executive
Officer, Patrick Freeman, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Cordia Corporation's Principal Financial
Officer, Lorie M. Guerrera, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Cordia Corporation's Principal Executive
Officer, Patrick Freeman, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Cordia Corporation's Principal Financial
Officer, Lorie M. Guerrera, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
20
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CORDIA CORPORATION
Date: November 14, 2003 By: /s/ Patrick Freeman
---------------------------------
Patrick Freeman
President and Chief Executive
Officer
Date: November 14, 2003 By: /s/ Lorie M. Guerrera
---------------------------------
Lorie M. Guerrera
Chief Accounting Officer