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, 2001
[ ] 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)
509 Westport Avenue, Norwalk, Connecticut 06851
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(Address of principal executive offices)
203-750-1000
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(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 November 1, 2001, there were 27,229,009 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, 2001
and December 31, 2000............................................... 1
Condensed Consolidated Statements of Operations - Nine and three
months ended September 30, 2001 and
2000................................................................ 2
Condensed Consolidated Statements of Cash Flows - Nine months
ended September 30, 2001 and
2000................................................................ 3
Notes to Financial Statements....................................... 4
Item 2. Management's Discussion and Analysis or Plan of Operation........... 6
PART II. Other Information:
Item 2. Changes in Securities and Use of Proceeds........................... 10
Signatures................................................................... 10
ITEM 1. FINANCIAL INFORMATION
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, December 31,
2001 2000
------------ -----------
ASSETS (Unaudited) (See Note)
Current Assets
Cash $ 84,866 $ 54,635
Accounts receivable, less allowance for doubtful accounts 315,434 185,974
Investments 173,575 234,360
Prepaid expenses and other current assets 111,258 2,027
Loans receivable from affiliates 15,667 1,721
Prepaid income taxes 6,654 --
----------- -----------
TOTAL CURRENT ASSETS 707,453 478,717
----------- -----------
Property and equipment, at cost
Office equipment 136,462 117,073
Vehicles 16,743 16,743
Furniture and fixtures 153,134 82,777
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306,339 216,593
Less: Accumulated depreciation 91,798 47,517
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NET PROPERTY AND EQUIPMENT 214,541 169,076
----------- -----------
Other Assets
Security Deposits 23,600 --
----------- -----------
TOTAL ASSETS $ 945,594 $ 647,793
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $ 2,954 $ 3,935
Accounts payable and accrued expenses 852,351 286,690
Unearned income 525,143 30,788
Deferred income taxes -- 56,497
Loans payable to affiliates 552,611 134,568
Other current liabilities -- 2,277
----------- -----------
TOTAL CURRENT LIABILITIES 1,933,060 514,755
----------- -----------
Noncurrent Liabilities
Long-term debt, less current portion -- 1,650
Deferred income taxes -- 17,172
----------- -----------
TOTAL NONCURRENT LIABILITIES -- 18,822
----------- -----------
Stockholders' Equity
Preferred stock, $.001 par value; 5,000,000 shares authorized,
no shares issued and outstanding -- --
Common stock, $.001 par value; 100,000,000 shares authorized,
27,229,009 (2001) and 25,764,009 (2000) shares issued and outstanding 27,229 25,764
Additional paid-in capital 2,587,063 2,126,063
Accumulated deficit (3,601,758) (2,037,611)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (987,466) 114,216
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 945,594 $ 647,793
=========== ===========
Note: The balance sheet at December 31, 2000 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.
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,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenues $ 2,825,704 $ 1,245,110 $ 1,354,012 $ 572,882
------------ ------------ ------------ ------------
Operating Expenses
Payroll and payroll taxes 2,112,184 1,035,553 812,814 498,026
Advertising and promotion 229,591 183,461 84,692 68,474
Professional and consulting fees 427,146 68,772 88,241 26,394
Depreciation 44,281 24,227 16,479 9,699
Other selling, general and administrative 1,396,293 621,936 623,668 285,985
------------ ------------ ------------ ------------
4,209,496 1,933,949 1,625,895 888,578
------------ ------------ ------------ ------------
Operating Loss (1,383,792) (688,839) (271,883) (315,696)
------------ ------------ ------------ ------------
Other Income (Expenses)
(Loss) on investments (201,958) (657,661) (135,848) (203,501)
Other Income (12,095) 10,123 (12,180) 4,023
Interest income 1,547 785 215 785
Interest expense (47,921) (6,011) (20,820) (156)
------------ ------------ ------------ ------------
(260,428) (652,763) (168,633) (198,848)
------------ ------------ ------------ ------------
Loss Before Income Taxes (1,644,220) (1,341,602) (440,516) (514,544)
------------ ------------ ------------ ------------
Income Tax Expense (Credit)
Current (6,404) 52,301 -- (24,272)
Deferred (73,669) (476,592) -- (108,070)
------------ ------------ ------------ ------------
(80,073) (424,291) -- (132,342)
------------ ------------ ------------ ------------
Net Loss $ (1,564,147) $ (917,311) $ (440,516) $ (382,202)
============ ============ ============ ============
Loss per Share $ (0.06) $ (0.05) $ (0.02) $ (0.02)
============ ============ ============ ============
Weighted Average Shares Outstanding 27,017,469 20,212,683 27,222,391 20,212,683
============ ============ ============ ============
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,
2001 2000
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Cash Flows From Operating Activities
Net loss $(1,564,147) $ (917,311)
Adjustments to reconcile net loss to net cash
used by operations
Loss on investments 201,958 657,661
Consulting expense 165,350 20,027
Depreciation expense 44,281 24,227
Deferred income tax (credit) (73,669) (476,592)
(Increase) decrease in assets
Accounts receivable (129,460) 76,697
Prepaid expenses and other current assets (4,481) (300)
Prepaid income taxes (6,654) --
Security deposits (23,600) --
Increase (decrease) in liabilities
Accounts payable and accrued expenses 525,661 (67,439)
Unearned commission income 494,357 22,118
Other current liabilities (2,277) 61,387
----------- -----------
NET CASH (USED) BY OPERATING ACTIVITIES (372,681) (599,525)
----------- -----------
Cash Flows From Investing Activities
Decrease in loans receivable from affiliates (13,946) 14,465
Proceeds from sale of investments 386,812 879,820
Purchase of investments (345,620) --
Purchase of property and equipment (89,746) (93,261)
----------- -----------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (62,500) 801,024
----------- -----------
Cash Flows From Financing Activities
Proceeds from issuance of common stock 50,000 --
Payments of notes payable (2,631) (1,984)
Loans payable to affiliates 418,043 (76,675)
Decrease in other loans payable -- (49,314)
----------- -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 465,412 (127,973)
----------- -----------
Increase in Cash 30,231 73,526
Cash, Beginning 54,635 19,712
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Cash, Ending $ 84,866 $ 93,238
=========== ===========
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 --
See notes to condensed consolidated financial statements.
3
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2001
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 nine months
and three months ended September 30, 2001 are not necessarily indicative of the
results to be expected for the full year.
During the three-month period ended June 30, 2001, the Company changed its name
from CyberOpticLabs, Inc. to Cordia Corp.
The consolidated financial statements as of September 30, 2001 and December 31,
2000, and for the nine months and three months ended September 30, 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") (for the eight months ended September 30, 2001). The consolidated
statements of operations and cash flows at September 30, 2000 include only the
accounts of Riderpoint Inc. and subsidiary and Universal Recoveries, Inc. and
U.L.A.E., Inc. 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. Skyclub and WebQuill are entities under common control with
us. Accordingly, these transactions have been recorded at cost.
At September 30, 2001, we owned 362,000 shares of eLEC Communications Corp. with
a market value of $119,460. The investment in eLEC Communications Corp. has been
accounted for at fair market value. Our investment in Skyclub has been recorded
at our cost of $42,365. The remaining balance of investments of $11,750
consisted of other marketable equity securities recorded at fair market value.
4
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2001
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 September 30, 2001, outstanding principle on affiliated loans was $552,611.
For the nine months ended September 30, 2001, interest expense incurred on
affiliated loans was $47,921.
Note 4: 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
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2001 186,515
2002 185,506
2003 185,548
2004 89,101
2005 96
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Total $ 646,766
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Note 5: Stockholders' Equity
On May 11, 2001, we entered into a consulting agreement with a one-year term. In
connection with the consulting agreement, we issued non-employee stock options:
40,000 options were granted to acquire our common stock at $1.25 per share, and
60,000 options were granted to acquire our common stock at $3.00 per share. All
stock options were fully vested when issued. The total cost of the agreement was
$167,000, of which $62,850 has been charged to consulting expense through
September 30, 2001 and the balance of $104,750 allocated to prepaid expenses.
During July 2001, we received $50,000 upon exercise of 40,000 options.
On May 28, 2001, we issued 25,000 shares of common stock under a separate
agreement, which was subsequently terminated on June 7, 2001. Accordingly, we
recognized consulting expense of $102,500 based on the fair market value of the
shares on May, 28, 2001.
5
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 which 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, availability, terms and
deployment of capital; 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
contracts received from customers; announcements or changes in our pricing
policies or those of our competitors; 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 currently focus substantially all of our efforts and resources
on providing outsource solutions for the insurance industry.
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 non-core 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 outsource 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.
6
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 can allow us to leverage the expertise of our employees and to
deliver a superior service to our customers, which will give us a competitive
advantage over expert organizations that seek to provide their services through
traditional means.
Insurance Solutions Group
We operate 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 Insurance Agency,
Inc., doing business as Premium Partners ("Premium Partners").
Three and Nine Months Ended September 30, 2001 vs. September 30, 2000
Continuing operations
Our net revenues for the three- and nine-month periods ended September 30, 2001
increased by approximately $781,000 and $1,581,000, respectively, or
approximately 136% and 127%, to approximately $1,354,000 and $2,826,000,
respectively, as compared to approximately $573,000 and $1,245,000 reported for
the same periods ended September 30, 2000.
The increase was primarily attributable to increased revenues reported by ISG
Group, Inc. of approximately $740,000 and $1,530,000, respectively, or
approximately 133% and 128%, to approximately $1,295,000 and $2,730,000 for the
three-month and year-to-date periods ended September 30, 2001 from approximately
$555,000 and $1,200,000 for the three-month and year-to-date periods ended
September 30, 2000. ISG, which does business as Subrogation Partners and Claim
Partners, provides outsource claims management and subrogation services to
insurance providers. The increase in revenues reported for both the three-month
and year-to-date periods were primarily attributable to increased outsourced
claims management revenues.
During the three-month period ended September 30, 2001, the majority of the
Riderpoint customer base was sold for consideration of approximately $14,000.
Operating expenses increased by approximately $737,000 and $2,276,000,
respectively, or approximately 83% and 118%, to approximately $1,626,000 and
$4,209,000, respectively, for the three- and nine-month periods ended September
30, 2001 from approximately $889,000 and $1,934,000, respectively, reported for
the prior year periods ended September 30, 2000. This increase in expense is
primarily related to Subrogation Partners and Claims Partners operations, which
reported increased operating expenses of approximately $843,000 and $2,203,000,
respectively, for the three- and year-to-date periods ended September 30, 2001
as compared to the respective periods ended September 30, 2000. Those increases
where partially offset by a decrease in expenses related to Riderpoint
operations of approximately $249,000 and $501,000, respectively, for the three-
and nine-month periods as compared to the prior periods. The increase in
operating expenses and corporate overhead are primarily attributable to our
increased investment during 2001 in the development and deployment of
proprietary software systems; the opening of a new facility for Subrogation
Partners and Claims Partners operations and costs associated with increased
claims management revenues as compared to the three-month and year-to-date
period ended September 30, 2000.
7
Interest expense for the three- and nine-month periods ended September 30, 2001
increased by approximately $21,000 and $42,000, respectively, from the amounts
reported in the three- and nine-months periods ended September 30, 2000
primarily due to increased average borrowings.
Loss on investments for the three- and nine-month periods ended September 30,
2001 of approximately ($136,000) and ($202,000), respectively, versus losses of
approximately ($204,000) for the three-month period and losses of approximately
($657,000) for the nine-month period ended September 30, 2000, primarily
resulted from the change in market value of the shares we own of eLEC
Communications Corp.
Liquidity and Capital Resources
At September 30, 2001, we had cash and cash equivalents available of
approximately $85,000, a decrease of approximately $8,000 from amounts reported
at September 30, 2000. At September 30, 2001, we had a working capital deficit
of approximately ($1,226,000), a decrease of approximately ($1,165,000) from
amounts reported at September 30, 2000. At September 30, 2001, we owned 362,000
shares of eLEC Communications Corp, at a market value of approximately $119,000,
and various other marketable securities with a market value of approximately
$54,000.
Net cash used in operating activities aggregated approximately $373,000 and
$600,000 in the nine-month periods ended September 30, 2001 and September 30,
2000, respectively. The principal use of cash during the nine-month periods
ended September 30, 2001 and September 30, 2000 was approximately $1,564,000 and
$917,000, respectively, relating to the losses for those periods. Unearned
income of approximately $494,000 during the nine-month period ended September
30, 2001 offset the higher losses in the 2001 period.
Net cash provided by (used in) investing activities aggregated approximately
($63,000) and $801,000 during the nine-month periods ended September 30, 2001
and September 30, 2000, respectively. Cash applied to investing activities
consisted primarily of purchases of investments of approximately ($346,000),
purchases of property and equipment of approximately ($90,000) and proceeds from
the sale of investments of approximately $387,000 during the nine-month period
ended September 30, 2001. Cash provided by investing activities during the
nine-months ended September 30, 2000 consisted primarily of proceeds of
approximately $880,000 from the sale of investments which were partially offset
by the purchases of property and equipment of approximately ($93,000).
Net cash provided by (used in) financing activities aggregated approximately
$465,000 and ($128,000) during the nine-month periods ended September 30, 2001
and September 30, 2000, respectively. The source of net cash provided by
financing activities in the nine-month period ended September 30, 2001 resulted
primarily from the proceeds of borrowings from affiliates of approximately
$418,000. For the nine-month period ended September 30, 2000, the use of net
cash in financing activities resulted from the reduction in borrowings from
affiliates and others of approximately ($126,000).
8
At November 13, 2001, we beneficially owned 352,000 shares of common stock of
eLEC Communications Corp. (NASDAQ: ELEC). Of such shares, approximately 192,000
shares are registered and eligible for sale in the public markets. Approximately
160,000 additional shares will not be eligible for sale in the public markets
until February 2002. We anticipate that our shares of eLEC Communications Corp.
may be sold from time to time, primarily to fund our current operating losses
and our growth. We believe that the working capital and cash flow from
operations of our ISG Group, Inc. subsidiary will be sufficient to meet the cash
and capital requirements of our ISG subsidiary for the next 12 months. We
believe our cash and cash equivalent assets at November 13, 2001, although
adequate for the operations of our ISG operations, may not provide us with
sufficient liquidity to execute many of our acquisition and expansion plans. In
addition, as discussed above, a significant portion of our liquid assets consist
of marketable securities. As the market value of such securities could vary
widely during the year, we may ultimately monetize some or all of such
securities at prices that will not generate sufficient cash to enable us to
carry out our fiscal 2001 operating 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 resulting in the continuance of unprofitable operations, which
would adversely affect our financial condition and results of operations.
9
PART II. OTHER INFORMATION:
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In the third quarter of 2001, we sold an aggregate of 40,000 shares of
our common stock at a price of $1.25 per share to one accredited
investor. Such sales were made pursuant to Rule 506 under the
Securities Act of 1933, as amended
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None
(b) Reports on Form 8-K
None
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 Norwalk,
Connecticut on November 14, 2001.
CORDIA CORPORATION
By: /s/ Craig C. Gironda
-------------------------------------
Craig C. Gironda
President and Chief Executive Officer
By: /s/ Laurie M. Guerrera
-------------------------------------
Laurie M. Guerrera
Vice President Finance
10