UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from ___________ to ___________.
Commission File Number 33-23473
CORDIA CORPORATION
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(Name of small business issuer as specified in its charter)
Nevada 2917728
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
54 Danbury Rd. #370, Ridgefield, CT. 06877
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(Address of principal executive offices)
866-777-7777
---------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
As of August 10, 2002, there were 5,691,804 shares of the issuer's common
stock outstanding.
Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]
CORDIA CORPORATION
FORM 10-QSB
INDEX
PART I. Financial Information
Item 1. Financial Statements: Page no.
Condensed Consolidated Balance Sheets - June 30, 2002 and June 30, 2001............. 1
Condensed Consolidated Statements of Operations - Six and three months ended
June 30, 2002 and 2001.............................................................. 2
Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 2002 and
2001................................................................................ 3
Notes to Financial Statements........................................................... 4
Item 2. Management's Discussion and Analysis or Plan of Operation............................... 7
PART II. Other Information:
Item 4. Submission of Matters to Vote of Security Holders....................................... 12
Item 6. Exhibits and Reports on Form 8-K........................................................ 12
Signatures.............................................................................................. 13
ITEM 1. FINANCIAL INFORMATION
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, December 31,
2002 2001
------------ -----------
ASSETS (Unaudited) (See Note)
Current Assets
Cash $ 327,285 $ 185,348
Accounts receivable, less allowance for doubtful accounts of $45,192
(2002) and $45,000 (2001) 275,972 211,761
Investments 46,576 111,019
Prepaid expenses and other current assets 77,750 13,457
Loans receivable from affiliates -- 15,070
Other loans receivable 100,250 --
----------- -----------
TOTAL CURRENT ASSETS 827,833 536,655
----------- -----------
Property and equipment, at cost
Office equipment 184,868 141,001
Equipment-capital leases 58,567 58,567
Vehicles 16,743 16,743
Furniture and fixtures 97,935 153,134
----------- -----------
358,113 369,445
Less: Accumulated depreciation 99,255 132,661
----------- -----------
NET PROPERTY AND EQUIPMENT 258,858 236,784
----------- -----------
Other Assets
Contracts 15,000 --
Security deposits 27,139 27,139
----------- -----------
TOTAL OTHER ASSETS 42,139 27,139
----------- -----------
TOTAL ASSETS $ 1,128,830 $ 800,578
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses $ 1,469,418 $ 887,886
Securities sold but not yet purchased -- 50,229
Obligation under capital lease, current portion 19,297 18,822
Current portion long-term debt -- 1,650
Unearned income 395,525 355,876
Loans payable to affiliates 10,947 46,297
Other loans payable 159,054 242,131
----------- -----------
TOTAL CURRENT LIABILITIES 2,054,241 1,602,891
----------- -----------
Noncurrent Liabilities
Obligation under capital lease, less current portion 20,108 28,198
----------- -----------
TOTAL NONCURRENT LIABILITIES 20,108 28,198
----------- -----------
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,
5,641,804 (2002) and 5,437,802 (2001) shares issued and outstanding 5,642 5,438
Additional paid-in capital 3,505,842 2,880,446
Accumulated deficit (4,372,003) (3,716,395)
----------- -----------
(860,519) (830,511)
Less: Treasury Stock, 50,000 common shares at cost (25,000) --
Less: Subscriptions Receivable (60,000) --
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (945,519) (830,511)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,128,830 $ 800,578
=========== ===========
Note: The balance sheet at December 31, 2001 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 condensed consolidated financial statements.
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Six Months Ended For the Three Months Ended
June 30, June 30,
2002 2001 2002 2001
------------ ------------ ------------ -----------
Revenues $ 3,150,075 $ 1,471,693 $ 1,567,086 $ 1,031,802
------------ ------------ ------------ -----------
Operating Expenses
Payroll and payroll taxes 1,908,173 1,299,370 977,159 800,243
Advertising and promotion 202,769 144,900 77,035 85,045
Professional and consulting fees 393,543 338,881 189,921 221,259
Depreciation 43,784 27,802 18,843 15,283
Other selling, general and administrative 1,515,048 772,649 666,739 477,495
------------ ------------ ------------ -----------
4,063,317 2,583,602 1,929,697 1,599,325
------------ ------------ ------------ -----------
Operating Loss ( 913,242) (1,111,909) (362,611) (567,523)
------------ ------------ ------------ -----------
Other Income (Expenses)
Gain on disposal of subsidiaries 322,796 -- 322,796 --
Loss on investments (54,455) (66,110) (2,106) (4,250)
Other income 862 85 314 85
Interest income -- 1,334 -- 6,162
Interest expense (11,569) (27,101) (6,479) (21,769)
------------ ------------ ------------ -----------
257,634 (91,792) 314,525 (19,772)
------------ ------------ ------------ -----------
Loss Before Income Taxes (655,608) (1,203,701) (48,086) (587,295)
------------ ------------ ------------ -----------
Income Tax Expense (Credit)
Current -- (6,404) -- --
Deferred -- (73,669) -- 69,486
------------ ------------ ------------ -----------
(80,073) -- (69,486)
------------ ------------ ------------ -----------
Net Loss $ (655,608) $ (1,123,628) $ (48,086) $ (656,781)
============ ============ ============ ===========
Loss per Share $ (0.12) $ (0.21) $ (0.01) $ (0.12)
============ ============ ============ ===========
Weighted Average Shares Outstanding 5,516,261 5,382,662 5,566,033 5,434,613
============ ============ ============ ===========
See notes to condensed consolidated financial statements.
2
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended
June 30,
2002 2001
---------- -----------
Cash Flows From Operating Activities
Net loss $(655,608) $ (1,123,628)
(Gain) on disposal of subsidiaries (322,796) --
Adjustments to reconcile net loss to net cash
used by operations
Loss on investments 54,456 66,110
Consulting expense 142,600 123,450
Depreciation expense 43,784 27,802
Deferred income tax (credit) -- (73,669)
(Increase) decrease in assets
Accounts receivable (64,211) (22,964)
Prepaid expenses and other current assets (78,000) (1,203)
Prepaid income taxes -- (7,144)
Contracts (15,000) --
Security deposits -- (23,200)
Increase (decrease) in liabilities
Accounts payable and accrued expenses 680,394 222,459
Unearned commission income 39,649 612,643
---------- -----------
NET CASH (USED) BY OPERATING ACTIVITIES (174,732) (199,344)
---------- -----------
Cash Flows From Investing Activities
Decrease in loans receivable from affiliates 15,070 1,721
Increase in other loans receivable (100,250) --
Proceeds from sale of investments 26,547 186,262
Purchase of investments (66,790) (336,311)
Purchase of property and equipment (89,299) (68,146)
---------- -----------
NET CASH (USED) BY INVESTING ACTIVITIES (214,722) (216,474)
---------- -----------
Cash Flows From Financing Activities
Proceeds from issuance of common stock 387,500 --
Payment of capital lease obligation (7,615) --
Payment of notes payable (1,650) (1,663)
Loans payable to affiliates 14,446 424,108
Decrease in loans payable to affiliates (8,296) --
Increase in other loans payable 277,006 --
Decrease in other loans payable (130,000) --
---------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 531,391 422,445
---------- -----------
Increase in Cash 141,937 6,627
Cash, Beginning 185,348 54,635
---------- -----------
Cash, Ending $ 327,285 $ 61,262
========== ===========
Non-Cash Investing and Financing Activities
Issuance of 1,400,000 shares of common stock:
Increase in investments in eLEC and Skyclub $ --- $ 182,365
Liabilities assumed in connection with WebQuill --- (40,000)
Increase in Common Stock and Paid-In-Capital and
Increase in Prepaid Expenses --- 146,650
Exercise of stock options paid by decrease in loans payable
to affiliate 10,500 --
See notes to condensed consolidated financial statements.
3
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2002
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, 2002 are not necessarily indicative of the
results to be expected for the full year.
The consolidated financial statements as of June 30, 2002 and December 31, 2001,
and for the six months and three months ended June 30, 2002 and 2001, include
the accounts of (a) ISG Group, Inc. and its subsidiaries (Universal Recoveries,
Inc. and U.L.A.E., Inc., both wholly-owned), (b) U.S. Direct Agency, Inc.
("USD") and its affiliate, RiderPoint and subsidiary (which USD effectively
controls), (c) Cordia Corporation and (d) WebQuill Internet Services, LLC
("WebQuill")and (e) Cordia Communications Corp. 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
During February 2001, we exchanged 1,400,000 shares of our common stock, issued
under Section 4(2) of the Securities Act of 1933, to eLEC Communications Corp.
for (a) approximately 37% of the common stock of RiderPoint not owned by USD,
(b) 600,000 shares (approximately 19%) of the common stock of Skyclub
Communications Holding Corp. ("Skyclub"), (c) all of the outstanding membership
interests in WebQuill, and (d) 200,000 shares of common stock of eLEC
Communications Corp.
The February 2001 purchase of RiderPoint's common stock has been accounted for
as a recapitalization of the Company's stockholders' equity. Skyclub and
Webquill are entities under common control with us. Accordingly, these
transactions have been recorded at cost.
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.
Note 3: Related Party Transactions
We periodically borrow funds from shareholders and affiliates of shareholders.
The loans bear interest at the rate of 12% per annum and are payable on demand.
At June 30, 2002, outstanding principle on affiliated loans was $10,947. For the
three and six months ended June 30, 2002, interest expense incurred on
affiliated loans was approximately $587 and $1,324, respectively.
4
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2002
Note 4: Long-Term Debt
Long-term debt consisted of the following at June 30, 2002 and December 31,
2001:
2002 2001
------- -------
We financed the purchase of a vehicle
with a note that bears interest at
the rate of 9% per annum, final payment
due in 2002 $ -0- $ 1,650
During 2001, we leased office equipment
($58,567, less accumulated depreciation
of $15,293 at June 30, 2002) under a
non-cancelable capital lease. The lease
expires during 2004, bears interest at
the rate of 10% per annum and provides
for aggregate monthly payments of
$1,890. The lease is secured by the
acquired asset 39,405 47,021
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39,405 48,671
Less: Current portion 19,297 20,473
------- -------
$20,108 $28,198
======= =======
Annual payments under the capital lease obligation are due as follows:
Years ending
December 31,
------------
2002 (six months) $11,339
2003 22,677
2004 7,559
-------
Total 41,575
Less: Deferred interest 2,170
-------
$39,405
=======
5
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2002
Note 5: Stockholders' Equity
During September 2000, we issued warrants to purchase 22,400 shares of our
common stock. The warrants have an exercise price of $12.50 per share and expire
during the period from July through September 2002. No warrants were exercised
during 2001 or 2002; all 22,400 warrants were outstanding at December 31, 2001
and June 30, 2002.
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 5,000,000, subject to adjustment for events such as stock dividends and stock
splits. The Plan is administered by a Committee 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.
On May 28, 2002, at our Annual Meeting of Stockholders, our stockholders
approved an amendment to our Articles of Incorporation to effect a
five-for-one reverse stock split. The effective date of the reverse stock split
was June 7, 2002.
Transactions under the Plan are summarized as follows giving retroactive effect
to the reverse stock split:
Stock Options Exercise Price
------------- --------------
Balance, January 1, 2002 379,000 $ 2.50 to 15.00
Granted: 100,000 $ 2.00 to 2.50
Exercised (195,000) $ 2.00 to 2.50
Expired (12,000) $15.00
----------- ---------------
Balance, June 30, 2002 272,000 $ 2.50 to 11.00
Note 6: Commitments
We are committed for annual rentals under noncancelable operating leases for our
office space, office equipment and a vehicle that expire at various times
through February 2005. Future minimum rental commitments under these leases for
years subsequent to December 31, 2002 are as follows:
Year Ending
December 31
-----------
2002 (six months) $ 108,411
2003 216,208
2004 91,773
2005 1,022
-----------
Total $ 417,414
===========
6
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2002
ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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;
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 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. During
2001, we began developing outsourced solutions for the telecommunications
industry and began providing telecommunications services during the second
quarter of 2002, through our subsidiary Cordia Communications Corporation.
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. Because of 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.
7
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 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 will 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.
Insurance Solutions Group
We operate our insurance services business primarily through ISG Group, Inc.,
our wholly-owned subsidiary that conducts business under the name Insurance
Solutions Group ("ISG"). ISG provides 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., doing business as Premium Partners
("Premium Partners").
Subrogation Partners. Subrogation Partners provides subrogation services for
property and casualty and healthcare insurance providers. Subrogation services
include 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 has historically derived the majority of its revenues from
the property and casualty sector of the insurance industry, primarily from
personal and commercial automobile insurance providers. During 2000, Subrogation
Partners expanded its services into healthcare-related claims and entered into
an agreement with a large health maintenance organization, or HMO, to run a
pilot program to determine the economic viability of subrogating
accident-related medical payments. During 2001, Subrogation Partners identified
over $1 million of potential recoveries during the pilot program. Based on those
results, Subrogation Partners intends to expand its healthcare-related
recoveries business during 2002. We continue to believe the long-term
opportunities in healthcare-related claims is at least as great as the
opportunities in serving the property and casualty sector. Subrogation Partners
actively serves over thirty insurance carriers.
Claim Partners. Claim Partners is a claims administrator that provides claim
management solutions to insurance companies. ISG launched Claim Partners
business during 2001 believing that the claims handling expertise developed by
Subrogation Partners personnel can be utilized in the development of a suite of
outsourced claims administration services. Claims Partners intends to build upon
the systems, expertise and industry reputation of Subrogation Partners to build
its business.
8
Premium Partners. Premium Partners has been focusing primarily on the
development of proprietary technological systems, solutions and processes to
provide outsourced premium generation and administration services through the
integration of call center services, hosted applications and Internet-based
solutions. To date, Premium Partners has focused primarily on the development of
front-end insurance industry applications, such as comparative rating, online
policy application, underwriting and issuance systems. Premium Partners also is
developing outsourced services to assist insurance carriers in the management of
both their agent and direct distribution channels utilizing proprietary hosted
applications that take advantage of universal client technology. Universal
client technology allows ubiquitous access to applications with the use of
industry-standard Internet browsers.
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.
to develop integrated systems designed to support providers of
telecommunications services and to utilize these systems to provide outsourced
services to telecommunications providers. In addition, Cordia Communication
Corp. has begun the process of becoming a licensed provider of local and long
distance services in multiple states. As of August 5, 2002, Cordia
Communications Corp. was approved to provide local and long distance
telecommunications services in Florida, New York, New Jersey and Pennsylvania.
We believe recent wholesale price reductions, particularly in New York, have
created significant opportunities to quickly develop a profitable Competitive
Local Exchange Carrier (CLEC) business utilizing a network platform commonly
referred to as unbundled network elements - platform, or UNE-P. We intend to
profit from these developments by providing consulting and outsourced technical
services to CLECs wishing to utilize UNE-P and by developing our own CLEC
business in geographic areas with the potential for high margins.
Three and Six Months Ended June 30, 2002 vs. June 30, 2001
Results of operations
Our net revenues for the three- and six-month periods ended June 30, 2002
increased by approximately $535,000 and $1,678,000, respectively, or
approximately 52% and 114%, to approximately $1,567,000 and $3,150,000,
respectively, as compared to approximately $1,032,000 and $1,472,000 reported
for the same periods ended June 30, 2001. These increases were primarily
attributable to increased revenues reported by ISG Group, Inc. of approximately
$541,000 and $1,689,000 for the three- and six-month periods ended June 30,
2002, respectively, or approximately 53% and 117%, respectively, to
approximately $1,554,000 and $3,124,000 for the three- and six-month periods
ended June 30, 2002, respectively, from approximately $1,013,000 and $1,435,000
for the three- and six-month periods ended June 30, 2001, respectively. An
additional increase in revenue of approximately $19,000 was attributable to our
outsourcing of IT services during the three- and six-months ended June 30, 2002.
We reported no IT outsourcing revenue for the three- and six-month periods ended
June 30, 2001. This increase was partially offset by a decrease in revenue from
our former RiderPoint, Inc. subsidiary of approximately $15,000 and $29,000 for
the three- and six-months ended June 30, 2002, respectively.
9
Operating expenses increased by approximately $330,000 and $1,480,000 for the
three- and six-month periods ended June 30, 2002, respectively, or approximately
21% and 57%, respectively, to approximately $1,930,000 and $4,061,000 for the
three- and six-month periods ended June 30, 2002, respectively, from
approximately $1,599,000 and $2,584,000 reported for the comparable prior year
periods ended June 30, 2001. These increases were in expenses were primarily
related to the operations of Subrogation Partners and Claims Partners, which
collectively reported increased operating expenses of approximately $584,000 and
$1,708,000 for the three- and six-month periods ended June 30, 2002,
respectively, as compared to the comparable periods ended June 30, 2001. Those
increases where partially offset by a decrease in expenses related to Riderpoint
and Webquill of approximately $151,000 and $310,000 for the three- and six-month
periods ended June 30, 2002, respectively, as compared to the comparable prior
year periods.
Interest expense for the three- and six-month periods ended June 30, 2002
decreased by approximately $15,000 and $16,000, respectively, from the amounts
reported in the three- and six-month periods ended June 30, 2001, primarily due
to decreased average borrowings.
Liquidity and Capital Resources
At June 30, 2002, we had cash and cash equivalents available of approximately
$327,000, an increase of approximately $142,000 from amounts reported at
December 31, 2001. At June 30, 2002, we had a working capital deficit of
approximately ($1,226,000), a deficit increase of approximately $160,000 from
amounts reported at December 31, 2001.
Net cash used in operating activities aggregated approximately $175,000 and
$199,000 in the six-month periods ended June 30, 2002 and June 30, 2001,
respectively. The principal use of cash during the six-month periods ended June
30, 2002 and June 30, 2001 was approximately $656,000 and $1,124,000,
respectively, relating to net losses for those periods. Unearned income of
approximately $40,000 and $613,000 during the six-month periods ended June 30,
2002 and 2001, respectively, offset such net losses. In addition, accounts
payable and accrued expenses increased by approximately $680,000 and $222,000
during the six months ended June 30, 2002 and 2001, respectively.
Net cash used in investing activities aggregated approximately $215,000 and
$216,000 during the six-month periods ended June 30, 2002 and 2001,
respectively. Cash applied to investing activities consisted primarily of
purchases of investments of approximately $67,000 (2002) and $336,000 (2001),
purchases of property and equipment of approximately $89,000 (2002) and
$68,000(2001), increases in other loans receivable of approximately $100,000
(2002) and proceeds from the sale of investments of approximately $27,000 (2002)
and $186,000 (2001).
10
Net cash provided by financing activities aggregated approximately $531,000 and
$422,000 during the six-month periods ended June 30, 2002 and 2001,
respectively. The principle sources of net cash provided by financing activities
in the six-month periods ended June 30, 2002 and 2001 were the proceeds from the
issuance of common stock of approximately $388,000 (2002), borrowings from
affiliates of approximately $14,000 (2002) and $424,000 (2001) and increase in
other loan payable of approximately $277,000 (2002).
We believe the working capital and cash flow from operations of our Subrogation
Partners division will be sufficient to meet the cash and capital requirements
of our Subrogation Partners and Claims Partners divisions for the next 12
months. We will, however, need to expend cash and incur additional losses while
we are growing our Cordia Communications division to a profitable level. We
believe our cash and cash equivalent assets at August 5, 2002 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.
11
PART II. OTHER INFORMATION:
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We held our annual meeting of shareholders on May 28, 2002.
(1) The shareholders elected each of the three nominees to the Board of
Directors for a one-year term:
Director For Against Abstained
-------- --- ------- ---------
Craig Gironda 29,923,363 15,326 650
Wesly Minella 29,923,363 15,326 650
John Scagnelli 29,923,363 15,326 650
(2) The shareholder approved an amendment to our Articles of Incorporation
to effect a reverse stock split, pursuant to which every five shares of our
outstanding common stock would be exchanged for one new share of common
stock.
For.............................................. 29,923,363
Against.......................................... 15,326
Abstained........................................ 650
----------
Total............................................ 29,939,339
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
3.1 Certificate of Amendment to the Articles of
Incorporation of the Company.
(b) Reports on Form 8-K
None
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Ridgefield,
Connecticut on August 14, 2002.
CORDIA CORPORATION
By: /s/ Craig C. Gironda
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Craig C. Gironda
President and Chief Executive Officer
By: /s/ Lorie M. Guerrera
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Lorie M. Guerrera
Chief Accounting Officer
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