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 September 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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
549 Main Street, New Rochelle, NY 10801
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(Address of principal executive offices)
866-777-7777
---------------------------
(Issuer's telephone number)
54 Danbury Road #370, Ridgefield, CT 06877
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(Former Name, Former Address and Formal Fiscal Year, if Changed
Since Last Report)
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 November 10, 2002, there were 5,651,204 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 - September 30, 2002 and December 31, 2001............. 1
Condensed Consolidated Statements of Operations - Nine and three months ended
September 30, 2002 and 2001.............................................................. 2
Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 2002 and
2001..................................................................................... 3
Notes to Financial Statements................................................................ 4
Item 2. Management's Discussion and Analysis or Plan of Operation.................................... 7
Item 3. Controls and Procedures ..................................................................... 11
PART II. Other Information:
Item 6. Exhibits and Reports on Form 8-K............................................................. 11
Signatures.................................................................................................... 12
Certifications................................................................................................ 13
ITEM 1. FINANCIAL INFORMATION
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, December 31,
2002 2001
------------ -----------
ASSETS (See Note)
Current Assets
Cash $ 874,131 $ 185,348
Accounts receivable, less allowance for doubtful accounts of $50,086
(2002) and $45,000 (2001) 487,967 211,761
Investments 46,577 111,019
Prepaid expenses and other current assets 14,357 13,457
Loans receivable from affiliates 65,550 15,070
Other loans receivable 99,891 --
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TOTAL CURRENT ASSETS 1,588,473 536,655
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Property and equipment, at cost
Office equipment 205,006 141,001
Equipment-capital leases 61,701 58,567
Vehicles 16,742 16,743
Furniture and fixtures 98,376 153,134
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381,825 369,445
Less: Accumulated depreciation 119,020 132,661
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NET PROPERTY AND EQUIPMENT 262,805 236,784
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Other Assets
Contracts,net 12,500 --
Security deposits 60,904 27,139
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TOTAL OTHER ASSETS 73,404 27,139
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TOTAL ASSETS $ 1,924,682 $ 800,578
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses $ 2,454,330 $ 887,886
Securities sold but not yet purchased -- 50,229
Obligation under capital lease, current portion 21,882 18,822
Current portion long-term debt -- 1,650
Unearned income 108,785 355,876
Loans payable to affiliates 10,948 46,297
Other loans payable 50,745 242,131
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TOTAL CURRENT LIABILITIES 2,646,690 1,602,891
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Noncurrent Liabilities
Obligation under capital lease, less current portion 12,799 28,198
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TOTAL NONCURRENT LIABILITIES 12,799 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,
5,691,804 (2002) and 5,437,802 (2001) shares issued and outstanding 5,692 5,438
Additional paid-in capital 3,770,160 2,880,446
Accumulated deficit (4,485,659) (3,716,395)
----------- -----------
(709,807) (830,511)
Less: Treasury Stock, 50,000 common shares at cost (25,000) --
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (734,807) (830,511)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,924,682 $ 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.
1
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Nine Months Ended For the Three Months Ended
September 30, September 30,
2002 2001* 2002 2001*
------------ ------------ ------------ ----------
Revenues
Contingency fees, net $ 2,055,242 $ 1,141,908 $ 841,419 $ 451,291
Other service income 2,200,964 1,236,294 964,183 639,405
------------ ------------ ------------ ----------
4,256,206 2,378,202 1,805,602 1,090,696
------------ ------------ ------------ ----------
Operating Expenses
Resale and wholesale line charges 106,022 -- 103,291 --
Payroll and payroll taxes 2,855,855 1,944,690 947,681 807,792
Advertising and promotion 339,086 228,325 136,317 84,649
Professional and consulting fees 603,678 394,981 214,547 81,653
Depreciation 55,154 20,906 22,265 8,510
Other selling, general and administrative 1,303,460 878,277 492,490 373,833
------------ ------------ ------------ ----------
5,263,255 3,467,179 1,916,591 1,356,437
------------ ------------ ------------ ----------
Operating Loss (1,007,049) (1,088,977) (110,989) (265,741)
------------ ------------ ------------ ----------
Other Income (Expenses)
Loss on investments (54,456) (147,598) -- (135,848)
Other income (4,190) -- (1,430) --
Interest income -- 1,547 -- 215
Interest expense (12,548) (22,460) (1,237) (14,522)
------------ ------------ ------------ ----------
(71,194) (168,511) (2,667) (150,155)
------------ ------------ ------------ ----------
Loss Before Income Taxes (1,078,243) (1,257,488) (113,656) (415,896)
------------ ------------ ------------ ----------
Income Tax Expense (Credit)
Current -- (6,404) -- --
Deferred -- (73,669) -- --
------------ ------------ ------------ ----------
-- (80,073) -- --
------------ ------------ ------------ ----------
Loss From Continuing Operations (1,078,243) (1,177,415) (113,656) (415,896)
------------ ------------ ------------ ----------
Income(Loss)From Discontinued Operations
Loss from operations of discontinued
Segments (13,816) (386,731) -- (24,619)
Gain on disposal of subsidiary 322,796 -- -- --
------------ ------------ ------------ ----------
308,980 (386,731) -- (24,619)
------------ ------------ ------------ ----------
Net Loss $ (769,263) $ (1,564,146) $ (113,656) $ (440,515)
============ ============ ============ ==========
Loss per Share $ (0.13) $ (0.29) $ (0.02) $ (0.08)
============ ============ ============ ==========
Weighted Average Shares Outstanding 5,571,455 5,403,494 5,678,217 5,444,478
============ ============ ============ ==========
* Reclassified for comparative purposes
See notes to condensed consolidated financial statements.
2
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended
September 30,
2002 2001
---------- -----------
Cash Flows From Operating Activities
Net loss $ (769,263) $ (1,564,147)
(Gain) on disposal of subsidiaries (322,796) --
Adjustments to reconcile net loss to net cash
used by operations
Loss on investments 54,456 201,958
Consulting expense 296,968 165,350
Depreciation expense 66,049 44,281
Deferred income tax (credit) -- (73,669)
(Increase) decrease in assets
Accounts receivable (276,207) (129,460)
Prepaid expenses and other current assets (1,150) (4,481)
Prepaid income taxes -- (6,654)
Contracts (15,000) --
Security deposits (33,765) (23,600)
Increase (decrease) in liabilities
Accounts payable and accrued expenses 1,665,305 525,661
Unearned commission income (247,091) 494,357
Other current liabilities -- (2,277)
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NET CASH PROVIDED(USED) BY OPERATING ACTIVITIES 417,506 (372,681)
---------- ------------
Cash Flows From Investing Activities
(Increase)in loans receivable from affiliates (318,500) (13,946)
Decrease in loans receivable from affiliates 268,019 --
(Increase)in other loans receivable (99,891) --
Proceeds from sale of investments 26,547 386,812
Purchase of investments (66,790) (345,620)
Purchase of property and equipment (113,012) (89,746)
---------- ------------
NET CASH (USED) BY INVESTING ACTIVITIES (303,627) (62,500)
---------- ------------
Cash Flows From Financing Activities
Proceeds from issuance of common stock 557,500 50,000
Payment of capital lease obligation (12,339) --
Payment of notes payable (1,650) (2,631)
Loans payable to affiliates 14,447 418,043
Decrease in loans payable to affiliates (8,296) --
Increase in other loans payable 25,242 --
---------- ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 574,904 465,412
---------- ------------
Increase in Cash 688,783 30,231
Cash, Beginning 185,348 54,635
---------- ------------
Cash, Ending $ 874,131 $ 84,866
========== ============
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
September 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
nine-month periods ended September 30, 2002 are not necessarily indicative of
the results to be expected for the full year.
The consolidated financial statements as of September 30, 2002 and December 31,
2001, and for the nine months and three months ended September 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. 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.
Note 3: Related Party Transactions
We periodically borrow funds from stockholders and affiliates of stockholders.
The loans bear interest at the rate of 12% per annum and are payable on demand.
At September 30, 2002, outstanding principle on affiliated loans was $10,948.
For the three and nine months ended September 30, 2002, interest expense
incurred on affiliated loans was approximately $242 and $1,795, respectively.
We have in the past advanced funds to affiliates of stockholders. At September
30, 2002, loans receivable from affiliates totaled $65,550. These loans were
repaid to us during the fourth quarter of 2002.
4
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2002
Note 4: Long-Term Debt
Long-term debt consisted of the following at September 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 September 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 34,681 47,021
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34,681 48,671
Less: Current portion 21,882 20,473
------- -------
$12,799 $28,198
======= =======
Annual payments under the capital lease obligation are due as follows:
Years ending
December 31,
------------
2002 (three months) $ 5,670
2003 22,677
2004 7,559
-------
Total 35,906
Less: Deferred interest 1,225
-------
$34,681
=======
5
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2002
Note 5: Stockholders' Equity
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 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: 150,000 $ 2.00 to 2.50
Exercised (245,000) $ 2.00 to 2.50
Expired (12,000) $15.00
----------- ---------------
Balance, September 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, 2001 are as follows:
Year Ending
December 31
-----------
2002 (three months) $ 54,364
2003 217,457
2004 217,457
2005 1,022
-----------
Total $ 490,300
===========
6
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2002
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 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. During the second quarter of 2002, we began providing
telecommunications services through our wholly-owned 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.
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.
7
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.
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 actively serves over thirty insurance carriers.
Claim Partners. Claim Partners is a claims administrator that provides claim
management solutions to two major 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 continues to focus on large-scale
claim outsourcing opportunities. Management believes that future growth in this
business will be in direct relation to new outsourcing engagements and will not
come from existing programs.
8
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 November 14, 2002, Cordia
Communications Corp. was approved to provide local and long distance
telecommunications services in Florida, New York, New Jersey, Illinois 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.
Results of Operations - Three and Nine Months Ended September 30, 2002 vs.
September 30, 2001
Our net revenues for the three- and nine-month periods ended September 30, 2002
increased by approximately $715,000 and $1,878,000, respectively, or
approximately 65% and 78%, to approximately $1,806,000 and $4,256,000,
respectively, as compared to approximately $1,091,000 and $2,378,000 reported
for the same periods ended September 30, 2001.
These increases were primarily attributable to increased revenues reported by
Subrogation Partners of approximately $390,000 and $913,000 for the three- and
nine-month periods ended September 30, 2002, respectively, to approximately
$841,000 and $2,055,000 for the three- and nine-month periods ended September
30, 2002, respectively, from approximately $451,000 and $1,142,000 for the
three- and nine-month periods ended September 30, 2001, respectively. Revenue
increases were primarily due to our more focused efforts on collecting a
significant portion of the backlog of our prior years inventory. Aided by
SubroAGS, our recently-implemented online recovery application, we have
significantly increased our productivity in the recovery process. Additionally,
Subrogation Partners has been able to replenish and grow its future recoveries
through successful engagements with existing clients. We believe that based on
current efforts our inventory and revenue will continue to trend upward.
Claim Partners reported revenue increases of approximately $161,000 and $776,000
for the three- and nine-month periods ended September 30, 2002, respectively, to
approximately $771,000 and $1,982,000 for the three- and nine-month periods
ended September 30, 2002, respectively, from approximately $609,000 and
$1,206,000 for the comparable three- and nine-month periods ended September 30,
2001. The increase in Claim Partners revenue was primarily due to updated
contract changes with clients that changed the rate at which revenue is deemed
earned and recognized. We expect future revenue to remain flat or decline
without the addition of new claims outsourced agreements.
Telecommunications revenue from our subsidiary, Cordia Communications Corp.,
increased by approximately $193,000 and $196,000 for the three- and nine-month
periods ended September 30, 2002. As we reported no telecommunications revenue
for the three- and nine-month periods ended September 30, 2001, all of our 2002
revenue was derived from our efforts to grow our customer base. We anticipate a
steady and continual growth rate in the customer base of our telecommunications
operations.
9
Consolidated operating expenses increased by approximately $560,000 and
$1,796,000 for the three- and nine-month periods ended September 30, 2002,
respectively, or approximately 41% and 51%, respectively, to approximately
$1,917,000 and $5,263,000 for the three- and nine-month periods ended September
30, 2002, respectively, from approximately $1,356,000 and $3,467,000 reported
for the comparable prior year periods ended September 30, 2001. Operating
expenses consist of resale and wholesale line charges, payroll and payroll
taxes, advertising and promotion, professional and consulting fees, depreciation
and other selling, general and administrative fees.
Resale and wholesale line charges are direct costs associated with Cordia
Communications Corp. and represent our network access fees paid in order to
provide local and long distance service to our customers. These expenses will
rise or fall in direct correlation to the size of our telecommunications
customer base, and amounted to approximately $103,000 and $106,000 for the
three- and nine-month periods ended September 30, 2002. We reported no resale
and wholesale line charges for the comparative periods ended September 30, 2001.
Payroll and payroll taxes increased by approximately $140,000 and $911,000 for
the three- and nine-month periods ended September 30, 2002, respectively, or
approximately 17% and 46%, as compared to the comparable periods ended September
30, 2001. These increases are directly related to the growth of both our
insurance subrogation and telecommunications companies. We expect our costs
associated with payroll will stabilize in our insurance subrogation division as
we upgrade our computer systems to enable us to process more claims and
recoveries with consistent labor costs. We expect our payroll costs associated
with Cordia Communications Corp. will continue to rise over the next 12 months
as we continue to expand and grow our customer base.
Advertising and promotion costs, which consist of advertising, marketing, travel
and telemarketing expenses, increased by approximately $52,000 and $111,000 for
the three- and nine-month periods ended September 30, 2002, respectively, or
approximately 61% and 52% as compared to the comparable periods ended September
30, 2001. These increases are primarily due to telemarketing costs associated
with the growth of our telecommunications customer base and increased travel and
advertising costs associated with obtaining additional subrogation inventory for
our Subrogation Partners division.
Professional and consulting fees increased by approximately $133,000 and
$209,000 for the three- and nine-month periods ended September 30, 2002,
respectively, or approximately 162% and 52% as compared to the comparable
periods ended September 30, 2001. This increase was principally the result of
non-cash expenses related to options granted to non-employees for consulting
services.
Depreciation increased by approximately $14,000 and $34,000 for the three- and
nine-month periods ended September 30, 2002, respectively, or approximately 161%
and 163% as compared to the comparable periods ended September 30, 2001. The
increase is primarily due to additions of depreciable office equipment, which
were necessary to facilitate the growth of our Subrogation Partners division.
Other selling, general and administrative costs increased by approximately
$118,000 and $425,000 for the three- and nine-month periods ended September 30,
2002, respectively, or approximately 31% and 48% as compared to the comparable
periods ended September 30, 2001. The principal reasons for these increases were
the start-up expenses associated with Cordia Communications Corp. during second
quarter 2002, which had no activity during the three- and nine-month periods
ending September 2001, and an increase in outside service costs associated with
building inventory and closing recovery files for our Subrogation Partners
division.
Interest expense for the three- and nine-month periods ended September 30, 2002
decreased by approximately $13,000 and $10,000, to approximately $1,000 and
$13,000 respectively, from the amounts reported in the three- and nine-month
periods ended September 30, 2001, primarily due to decreased average borrowings.
Liquidity and Capital Resources
At September 30, 2002, we had cash and cash equivalents available of
approximately $874,000, an increase of approximately $689,000 from amounts
reported at December 31, 2001. At September 30, 2002, we had a working capital
deficit of approximately ($1,058,000), a deficit decrease of approximately
$8,000 from amounts reported at December 31, 2001.
Net cash provided in operating activities aggregated approximately $418,000 for
the nine-month period ended September 30, 2002 as compared to net cash used of
$373,000 in the nine-month period ended September 30, 2001. The principal use of
cash during the nine-month periods ended September 30, 2002 and September 30,
2001 was approximately $769,000 and $1,564,000, respectively, relating to net
losses for those periods. In addition, accounts payable and accrued expenses
increased by approximately $1,665,000 and $526,000 during the nine months ended
September 30, 2002 and 2001, respectively.
Net cash used in investing activities aggregated approximately $304,000 and
$63,000 during the nine-month periods ended September 30, 2002 and 2001,
respectively. Cash applied to investing activities consisted primarily of
purchases of investments of approximately $67,000 (2002) and $346,000 (2001),
purchases of property and equipment of approximately $113,000 (2002) and
$89,000(2001), increases in other loans receivable of approximately $100,000
(2002) and proceeds from the sale of investments of approximately $27,000 (2002)
and $387,000 (2001).
Net cash provided by financing activities aggregated approximately $575,000 and
$465,000 during the nine-month periods ended September 30, 2002 and 2001,
respectively. The principle sources of net cash provided by financing activities
in the nine-month periods ended September 30, 2002 and 2001 were the proceeds
from the issuance of common stock of approximately $558,000 (2002) and $50,000
(2001), borrowings from affiliates of approximately $14,000 (2002) and $418,000
(2001) and increase in other loan payable of approximately $25,000 (2002).
10
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 November 10, 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.
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 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.
PART II. OTHER INFORMATION:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
On August 14, 2002, the Company filed a Current Report on Form 8-K
providing certifications of its Chief Executive Officer and Chief
Accounting Officer with respect to its Quarterly Report on Form 10-QSB
for the period ended June 30, 2002 as required by 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002).
11
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, 2002 By: /s/ Craig C. Gironda
---------------------------------------
Craig C. Gironda
President and Chief Executive Officer
Date: November 14, 2002 By: /s/ Lorie M. Guerrera
---------------------------------------
Lorie M. Guerrera
Chief Accounting Officer
12
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Craig C. Gironda, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CORDIA
CORPORATION;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have;
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors, any material
weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 14, 2002 /s/ Craig C. Gironda
-------------------------------------
President and Chief Executive Officer
13
Certification of Principal Financial Officer
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Lorie M. Guerrera certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CORDIA
CORPORATION;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have;
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors, any material
weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 14, 2002 /s/ Lorie M. Guerrera
------------------------
Chief Accounting Officer
14