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 June 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 Aug 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]
CORDIA CORPORATION
FORM 10-QSB
INDEX
Page No.
PART I. Financial Information.................................................................. 1
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets - June 30, 2003 and December 31, 3
2002.............................................................................
Condensed Consolidated Statements of Operations - Six and Three months 4
ended June 30, 2003 and 2002.....................................................
Condensed Consolidated Statements of Cash Flows - Six months ended June 5
30, 2003 and 2002................................................................
Notes to Financial Statements...................................................... 6
Item 2. Management's Discussion and Analysis or Plan of Operation.............................. 11
Item 3. Controls and Procedures................................................................ 16
PART II. Other Information ..................................................................... 17
Item 4. Submission of Matters to a Vote of Security Holders.................................... 17
Item 6. Exhibits and Reports on Form 8-K....................................................... 17
Signatures ....................................................................................... 18
Certifications ....................................................................................... 19
2
Item 1. Financial Statements.
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, December 31,
2003 2002
----------- -----------
ASSETS
Current Assets
Cash $ 55,521 $ 234,770
Accounts receivable, less allowance for doubtful accounts of
$43,357 (2003) and $65,000 (2002) 404,440 507,920
Investments - 3,685
Prepaid expenses and other current assets 114,352 64,817
Other loans receivable - 33,649
----------- -----------
TOTAL CURRENT ASSETS 574,313 844,841
----------- -----------
Property and equipment
Cost of property and equipment 16,358 404,346
Less: Accumulated depreciation 5,413 141,140
----------- -----------
NET PROPERTY AND EQUIPMENT 10,945 263,206
----------- -----------
Other Assets
Notes Receivable 750,000 -
Security Deposits 61,937 60,904
----------- -----------
TOTAL OTHER ASSETS 811,937 60,904
----------- -----------
TOTAL ASSETS $ 1,397,195 $ 1,168,951
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Book Overdraft $ - $ 90,946
Accounts payable and accrued expenses 883,433 1,782,184
Obligation under capital lease, current portion - 25,672
Unearned income 140,867 93,237
Loans payable to affiliates 9,000 9,744
Loans payable-other 62,281 36,103
----------- -----------
TOTAL CURRENT LIABILITIES 1,095,581 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 and outstanding 5,821 5,701
Additional paid-in capital 4,163,536 3,956,739
Common stock subscribed - 60,000
Accumulated deficit (3,842,743) (4,873,779)
----------- ----------
326,614 (851,339)
Less Treasury stock, 10,000 common shares at cost (25,000) (25,000)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 301,614 (876,339)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,397,195 $ 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.
3
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Six Months Ended For the Three Months Ended
June 30, June 30,
2003 2002 2003 2002
------------- ----------- ----------- -----------
Revenues
Telecommunications Revenue $ 1,380,817 $ 5,884 $ 776,243 $ 5,884
Other 58,593 169,184 40,575 92,775
------------ ----------- ----------- -----------
1,439,410 175,068 816,818 98,659
------------ ----------- ----------- -----------
Operating Expenses
Resale and wholesale line charges 664,141 2,731 366,950 2,731
Payroll and payroll taxes 346,509 200,638 185,393 91,887
Advertising and promotion 310,506 28,723 239,342 20,866
Professional and consulting fees 183,061 304,525 70,299 131,962
Depreciation 2,779 992 1,531 555
Insurance 34,331 9,542 16,265 4,458
Office expense 20,427 5,272 11,849 2,507
Telephone 29,834 6,150 16,065 4,415
Rent and building maintenance 27,883 9,274 14,113 3,274
Other selling, general and administrative 212,999 28,021 118,295 20,527
------------- ----------- ----------- -----------
1,832,470 595,868 1,040,102 283,182
------------- ----------- ----------- -----------
Operating Loss (393,060) (420,800) (223,284) (184,523)
------------- ----------- ----------- -----------
Other Income (Expenses)
Income (loss) on investments 3,750 (32,943) 950 (1,600)
Interest income (expense) 6,767 (1,278) 3,471 (550)
------------- ----------- ----------- -----------
10,517 (34,221) 4,421 (2,150)
------------- ----------- ----------- -----------
Loss From Continuing Operations (382,543) (455,020) (218,863) (186,673)
------------- ----------- ----------- -----------
Income (Loss) from Discontinued Operations
Gain on Disposal of subsidiary $ 1,554,306 $ 322,796 $ -- $ 322,796
Loss from operations of discontinued
Segments (140,726) (523,383) -- (184,209)
------------- ----------- ----------- -----------
1,413,580 (200,587) -- 138,587
------------- ----------- ----------- -----------
Net Income (Loss) $ 1,031,037 $ (655,608) $ (218,863) $ (48,086)
============= =========== =========== ===========
Income (Loss) per Share $ 0.18 $ (0.12) $ (0.04) $ (0.01)
============ =========== =========== ===========
Weighted Average Shares Outstanding 5,792,747 5,516,261 5,811,973 5,566,033
============ =========== =========== ===========
See notes to condensed consolidated financial statements.
4
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended
June 30,
2003 2002
---------- -----------
Cash Flows From Operating Activities
Net income (loss) $1,031,037 $ (655,608)
(Gain) on disposal of subsidiaries (1,554,308) (322,796)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operations
(Gain) loss on investments (3,750) 54,456
Consulting expense 108,417 142,600
Depreciation expense 2,780 43,784
Noncash expenses of discontinued business segments 13,919 --
(Increase) decrease in assets
Accounts receivable (64,126) (64,211)
Prepaid expenses and other current assets (106,264) (93,000)
Security deposits (28,172) --
Increase (decrease) in liabilities
Book overdraft 182,236 --
Accounts payable and accrued expenses 211,299 680,394
Unearned income 214,296 39,649
---------- -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 7,364 (174,732)
---------- -----------
Cash Flows From Investing Activities
Decrease in loans receivable from affiliates -- 15,070
(Increase) in other loans receivable (9,104) (100,250)
Decrease in other loans receivable 1,750 --
Decrease in cash of sold subsidiaries (241,055) --
Proceeds from sale of investments 6,550 26,547
Purchase of investments -- (66,790)
Purchase of property and equipment (8,549) (89,299)
---------- -----------
NET CASH (USED) BY INVESTING ACTIVITIES (250,408) (214,722)
---------- -----------
Cash Flows From Financing Activities
Net Proceeds from issuance and subscription of common stock 38,500 387,500
Payment of notes payable -- (1,650)
Payments of obligations under capital lease (9,884) (7,615)
Proceeds from loans payable to affiliates 9,000 14,446
Payment of loans payable to affiliates - (8,296)
Proceeds from loans payable other 67,468 277,006
Payments of other loans payable (41,289) (130,000)
---------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 63,795 531,391
---------- -----------
Increase (Decrease) in Cash (179,249) 141,937
Cash, Beginning 234,770 185,348
---------- -----------
Cash, Ending $ 55,521 $ 327,285
========== ===========
See notes to condensed consolidated financial statements.
5
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 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 six-month periods
ended June 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 six
months and three months ended June 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 six and three months
ended June 30, 2002. The consolidated financial statements also include the
accounts of Cordia's discontinued business segment RiderPoint and subsidiary,
for the six months and three months ended June 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. We recognized a gain of $322,796
in connection with such sale. 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.
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
6
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2003
NOTE 3 - SALE OF BUSINESS SEGMENTS (cont'd)
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 sold 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
======== ======= ========
Sale of ISG:
The following is a summary of the sale transaction of ISG (unaudited):
Assets sold $ (778,529)
Liabilities sold 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.
7
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 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
Loans receivable from parent and subsidiaries* -
----------
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.
8
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2003
NOTE 3 - SALE OF BUSINESS SEGMENTS (cont'd)
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.
Loss from operations of discontinued business segments includes the following:
Six months ended June 30,
----------------------------
2003 2002
--------- ---------
Revenues:
Subrogation Service Revenue, net $ 631,361 $1,213,823
Claims Administration income 197,667 1,211,713
Other - 1,254
---------- ----------
Total Revenues: $ 829,028 $2,426,790
Loss before income taxes $ 140,726 $ 523,383
The 2002 statement of operations was reclassified to show the results of
operations for the RiderPoint and ISG business segments as discontinued.
9
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 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, June 30, 2003 678,000 $ .60 to 11.25
Note 5: Commitments
We have no commitments for annual rentals under noncancelable operating leases.
10
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 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 design a suite of
services 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.
11
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 August 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 and New Jersey. 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.
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.
Outsourced Telecommunications Systems and Solutions. During the first quarter of
2003, we began to market a suite of outsourced services to telecommunications
providers. These outsourced services 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.
12
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.
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. 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. The transaction
is discussed in Note 3 to our financial statements for the three- and six month
period ended June 30, 2003.
Results of Operations
Three and Six Months Ended June 30, 2003 vs. June 30, 2002
Operating Revenues
For the Six Months Ended For the Three Months Ended
June 30, June 30,
2003 2002 2003 2002
------------ ------------ ------------ -----------
Revenues
Telecommunications Revenue $ 1,380,817 $ 5,884 $ 776,243 $ 5,884
Other 58,593 169,184 40,575 92,775
----------- ----------- ------------ ------------
1,439,410 175,068 816,818 98,659
----------- ----------- ------------ ------------
Revenues for the three and six months ended June 30, 2003, increased by
approximately $718,000 and $1,264,000 to approximately $817,000 and $1,439,000
as compared to approximately $99,000 and $175,000 reported during the three and
six months ended June 30, 2002.
Change in Telecommunications Revenue
==============================================
2003-2002 3mths. $ 770,000 -N/A% change
2003-2002 6mths. $1,375,000 -N/A% change
==============================================
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
six months ended June 30, 2003, approximately $618,000 and $1,008,000 was
generated from retail telecommunications services respectively, approximately
$91,000 and $203,000 was generated from wholesale services and approximately
$68,000 and $170,000 was generated from Carrier Access Billing (CABS) services,
respectively. As we reported minimal telecommunications revenue for the three
and six months ended June 30, 2002, the majority of our 2003 revenue was derived
from our efforts to grow our customer base. We anticipate a steady and continued
growth rate in the customer base of our telecommunications operations.
13
Change in Other Revenue
===========================================
2003-2002 3mths. ($ 52,000) (56%) decrease
2003-2002 6mths. ($111,000) (65%) 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 decrease is primarily due to the shift in our
concentration of time and resources toward the growth of our telecommunications
business during 2002 and 2003, and from recognizing management fee revenue,
previously eliminated through consolidation from our former ISG subsidiary. We
intend, however, to continue to offer technology outsourcing to current and
potential customers.
Operating Expenses
For the Six Months Ended For the Three Months Ended
June 30, June 30,
2003 2002 2003 2002
------------ ------------ ------------ -----------
Resale and wholesale line charges 664,141 2,731 366,950 2,731
Payroll and payroll taxes 346,509 200,638 185,393 91,887
Advertising and promotion 310,506 28,723 239,342 20,866
Professional and consulting fees 183,061 304,525 70,299 131,962
Depreciation 2,779 992 1,531 555
Insurance 34,331 9,542 16,265 4,458
Office expense 20,427 5,272 11,849 2,507
Telephone 29,834 6,150 16,065 4,415
Rent and building maintenance 27,883 9,274 14,113 3,274
Other selling, general and administrative 212,999 28,021 118,295 20,528
------------ ------------ ------------ -----------
1,832,470 595,868 1,040,102 283,182
------------ ------------ ------------ -----------
Consolidated operating expenses increased by approximately $757,000 and
$1,237,000 or approximately 267% and 207%, to approximately $1,040,000 and
$1,832,000 during the three and six months ended June 30, 2003 respectively, as
compared to approximately $283,000 and $596,000 during the comparable period
ended 2002.
Change in Resale and Wholesale Line Charges
===========================================
2003-2002 3mths. $364,000 - N/A
2003-2002 6mths. $661,000 - N/A
===========================================
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 six months ended June 30, 2002.
Change in Payroll and Payroll Taxes
===========================================
2003-2002 3mths. $ 94,000 102% increase
2003-2002 6mths. $146,000 72% 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. $218,000 -N/A% increase
2003-2002 6mths. $282,000 -N/A% increase
===========================================
Advertising and promotion costs, which consist of advertising, marketing, travel
and telemarketing expenses, increased considerably for the three and six months
ended June 30, 2003 as compared to the comparable period ended June 30, 2002,
due primarily to our use of telemarketers to grow our customer base. We had no
reported telemarketing expenses for the three or six months ended June 30, 2002.
It is expected that this trend will continue, although not as dramatically, as
our telecommunications business will require the services of telemarketers to
continue to grow our customer base.
14
Change in Professional and Consulting
===========================================
2003-2002 3mths. ($ 62,000) 46% decrease
2003-2002 6mths. ($121,000) 39% 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. $1,000 178% increase
2003-2002 6mths. $2,000 180% increase
===========================================
The increase was primarily due to additions of depreciable office equipment,
which were necessary to facilitate the growth of Cordia Communications Corp.
Change in Insurance
===========================================
2003-2002 3mths. $12,000 264% increase
2003-2002 6mths. $15,000 260% 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. $32,000 312% increase
2003-2002 6mths. $57,000 277% 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 a new
facility in Orlando, Florida.
Change in Other Selling, General and Administrative
===========================================
2003-2002 3mths. $ 98,000 -N/A% increase
2003-2002 6mths. $185,000 -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 six months ended June 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 June 30, 2003, we had cash and cash equivalents available of approximately
$56,000, a decrease of approximately $179,000 from amounts reported at December
31, 2002. At June 30, 2003, we had a working capital deficit of approximately
($521,000), which represented a decrease in our working capital deficit 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.
15
Net cash provided in operating activities aggregated approximately $7,000 for
the six month period ended June 30, 2003 as compared to net cash used of
approximately $175,000 for the six month period ended June 30, 2002. The
principal source of cash provided during the six months ended June 30, 2003 was
the net profit reported of approximately $1,031,000, 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 $250,000 and
$215,400 during the six month periods ended June 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 six months ended June 30, 2003 and from the purchase of
equipment of approximately $89,000 during the comparable period ended for 2002.
Net cash provided by financing activities aggregated approximately $64,000 and
$531,000 during the six month periods ended June 30, 2003 and 2002,
respectively. The principle sources of net cash provided by financing activities
in the six month periods ended June 30, 2003 and 2002 were the proceeds from the
issuance of common stock of approximately $39,000 (2003) and $388,000 (2002),
and proceeds from loans payable of approximately $67,000 (2003) and $277,000
(2002).
We believe our cash and cash equivalent assets at August 10, 2003 may not
provide us with sufficient liquidity to grow our business and carry out many of
our expansion plans. 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.
16
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
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.
(b) Reports on Form 8-K
We filed a Current Report on Form 8-K, dated January 2, 2003, furnishing
under Items 5 and 7 the letter of resignation of Craig C. Gironda from his
positions as a director and chief executive officer of the Company.
We filed a Current Report on Form 8-K, dated March 3, 2003, furnishing
under Items 2 and 7 the Agreement and Plan of Reorganization and Corporate
Separation, dated March 3, 2003, by and between our company and West Lane
Group, Inc., the Promissory Note, dated March 3, 2003, of West Lane Group,
Inc. in favor of our company and the License Agreement, dated March 3,
2003, between our company and I.S.G. Group, Inc., d/b/a Insurance
Solutions Group.
17
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: August 14, 2003 By: /s/ Patrick Freeman
-------------------
Patrick Freeman
President and Chief Executive Officer
Date: August 14, 2003 By: /s/ Lorie M. Guerrera
------------------------
Lorie M. Guerrera
Chief Accounting Officer
18