SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended 03/31/2001
Commission file number 333-41636
COR DEVELOPMENT, LLC
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(Exact name of small business issuer as specified in its charter)
Kansas 48-1229527
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(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or
organization)
13720 Roe
Leawood, Kansas 66224
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(Address of principal executive offices)
913-897-0120
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(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of May 7, 2001, the issuer had outstanding 252,350 common units and
596,803 preferred units.
INDEX
PART I FINANCIAL INFORMATION ..........................................4
Item 1. Financial Statements .....................................4
Statement of Assets and Liabilities as of
March 31, 2000 (unaudited) .............4
Statement of Revenue and Expenses January through
March 31, 2001 (unaudited) .............5
Item 2. Management's Discussion and Analysis or Plan
of Operation) .............5
PART II OTHER INFORMATION .............................................6
Items 1 Legal Proceedings .......................................6
Items 2 Changes in Securities and Use of Proceeds ................7
Items 3 Defaults Upon Senior Securities ..........................7
Items 4 Submission of Matters to a Vote of Security Holders ......7
Items 5 Other Information ........................................7
Items 6 Exhibits and Reports on Form 8-K .........................7
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-QSB and the information incorporated by
reference may include "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. In particular,
your attention is directed to Part I, Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operation. We intend the
disclosure in these sections and throughout the Quarterly Report on Form 10-QSB
to be covered by the safe harbor provisions for forward-looking statements. All
statements regarding our expected financial position and operating results, our
business strategy, our financing plans and the outcome of any contingencies are
forward-looking statements. These statements can sometimes be identified by our
use of forward-looking words such as "may," "believe," "plan," "will,"
"anticipate," "estimate," "expect," "intend" and other phrases of similar
meaning. Known and unknown risks, uncertainties and other factors could cause
the actual results to differ materially from those contemplated by the
statements. The forward-looking information is based on various factors and
assumptions.
Although we believe that our expectations that are expressed in these
forward-looking statements are reasonable, there can be no assurance that our
expectations will turn out to be correct. Our actual results could be materially
different from our expectations, including the following:
general economic and business conditions, both nationally and in the
regions in which we operate;
demographic changes;
existing governmental regulations and changes in, or the failure to comply
with, governmental regulations;
our ability to manage the contemplated construction and to find tenants to
occupy the proposed constructed space;
liability and other claims asserted against us;
competition in the commercial property lease marketplace;
our ability to attract and retain qualified personnel;
changes in generally accepted accounting principles; and
the availability and terms of capital to fund the contemplated
construction of the buildings.
This list is intended to identify some of the principal factors that could cause
actual results to differ materially from those described in the forward-looking
statements included elsewhere in this report. These factors are not intended to
represent a complete list of all risks and uncertainties inherent in our
business, and should be read in conjunction with the more detailed cautionary
statements included in our other SEC filings.
ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REFLECT
MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS
AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
COR Development, LLC
Statement of Assets and Liabilities
As of March 31, 2001
March 31, 2001
ASSETS
Current Assets
Checking/Savings
Merrill Lynch 404,780.18
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Total Checking/Savings 404,780.18
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Total Current Assets 404,780.18
Fixed Assets
Land Purchase-Hard Cost 11,227,250.00
Land Purchase-Soft Cost 44,557.09
Land Development-Hard Cost
Site Clearing 6,780.00
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Total Land Development-Hard Cost 6,780.00
Land Development-Soft Cost
Architect Fees 86,036.54
Meeting Expenses 1,970.29
Postage 3,712.71
Printing & Brochures 27,359.77
Professional Expenses 48,895.38
Unclassified 60,867.38
Contributions from Members -12,000.00
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Total Land Development-Soft Cost 216,842.07
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Total Fixed Assets 11,495,429.16
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TOTAL ASSETS 11,900,209.34
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LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Note-Gold Band 3,600,000.00
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Total Other Current Liabilities 3,600,000.00
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Total Current Liabilities 3,600,000.00
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Total Liabilities 3,600,000.00
Equity
Members Investments 8,276,695.33
Retained Earnings 12,245.82
Net Income 11,068.19
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Total Equity 8,300,209.34
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TOTAL LIABILITIES & EQUITY 11,900,209.34
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COR Development, LLC
Statement of Revenue and Expenses
January through March 2001
Jan - Mar 01
Ordinary Income/Expense
Expense
Bank Service Charges 42.00
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Total Expense 42.00
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Net Ordinary Income -42.00
Other Income/Expense
Other Income
Dividend Income-Money Fund 11,110.19
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Total Other Income 11,110.19
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Net Other Income 11,110.19
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Net Income 11,068.19
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Item 2. Management's Discussion and Analysis or Plan of Operation.
The Registrant, COR Development, LLC, a Kansas limited liability company, has
not had any revenues during the past two (2) years.
For the next twelve (12) months, the Registrant, COR Development will be
actively involved in the development of the 47 acres that were purchased in part
with the proceeds of the offering of the common units and preferred units.
During the next few months, COR Development will be finalizing the site plans
for the building of the facilities for the office and retail space. We will then
be conducting meetings with the staff of the City of Leawood, Kansas and
meetings with adjacent property owners in preparation for receiving approval of
the site plans and receiving building permits for the construction of the
facilities.
We will employ a construction company for the construction of the facilities
and the overall management of the construction. As of this date, we have
selected Walton Construction Co., Inc. to act as the general contractor for the
building of the facilities, but no contract has been executed for these
services. As of this date, we also have selected a company to serve as the
entity to assist with securing the approval of the site plans and to obtain
tenants for the facilities.
During the coming twelve months, construction will commence on the
facilities. This construction will involve selective demolition, earthwork,
construction of underground duct and utility structures, construction of
sanitary sewerage and storm drainage and installation of pavement.
At this time, we have sufficient cash to proceed forward with the development
of the real estate until we obtain a construction loan. We anticipate obtaining
a construction loan at the end of the current calendar year or at the beginning
of the next calendar year. We currently anticipate that the principal amount of
the construction loan will be approximately $39,000,000. This construction loan
will provide sufficient funds to proceed with the construction. If a
construction loan is not obtained, we will not be able to continue with the
construction of the facilities.
Based upon the current site plans, there will be approximately 500,000 square
feet of retail, hotel and office space. The facilities will be on 36 acres. The
current site plans will include a 120-room hotel, 197,000 square feet of retail
space, 243,000 square feet of office space, a bank and five restaurants. The
current site plans provide more square feet of retail and office space then
originally anticipated in the prospectus which indicated a combined 329,000
square feet of retail and office space. The reconfiguration of the facilities on
the property has allowed for more space to use and to rent.
The construction will continue for an extended time. We anticipate that the
construction of all of the facilities should occur in 2005.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Registrant is not currently involved in any legal proceedings.
Item 2. Changes in Securities and Use of Proceeds.
There have been no changes in the terms of, or the rights evidenced by, the
registered securities. There have been no sales of unregistered securities.
The effective date of the registration statement of Registrant was November
3, 2000. The offering was commenced on November 6, 2001. No sales of securities
were made until January 2001.
There are two classes of securities, common units and preferred units. The
offering has now terminated before all of the registered common units and
preferred units were sold. A total of 1,600,000 units were registered that
consisted of a collective 1,600,000 of common units and preferred units. The
Registrant could only offer a total of 1,600,000 units. To the date of the
termination of the offering on May 7, 2001, 252,350 common units and 596,803
preferred units were sold, which provided proceeds of $8,491,530. The offering
price was $10.00 per unit for either a preferred unit or a common unit. There
was no underwriter engaged or employed for this offering. The amount registered
of each class of security, the aggregate price of the offering amount
registered, the amount sold of each security and the aggregate offering price of
the amount sold are as follows:
TITLE OF EACH AGGREGATE
REGISTERED AMOUNT AGGREGATE AMOUNT OFFERING
SECURITY REGISTERED OFFERING PRICE SOLD PRICE SOLD
Common Units 1,600,000 $16,000,000 252,350 $2,523,500
Preferred Units 1,600,000 $16,000,000 596,803 $5,968,030
From the effective date of the registration statement to March 31, 2001, the
amount of the expenses incurred with respect to the issuance and distribution of
the securities was $49,894.60 for legal fees, accounting fees and the costs of
the printing of prospectuses and unit certificates.. As disclosed in the
registration statement, Arthur E. Fillmore, II, one of the managers of
Registrant, is a member of Craft Fridkin & Rhyne, L.L.C. This firm provided
legal counsel to Registrant during the registration of its securities. Mr.
Fillmore, however, did not charge Registrant any fees for any of his time spent
in the registration process.
The total amount of proceeds available from the effective date of the
registration statement, November 3, 2000, to March 31, 2001 was $6,331,885.40.
Out of these proceeds, the Registrant used the sum of $5,406,807.09 to purchase
real estate on which it will build facilities that will consist of office and
retail space. The Registrant also had the sum of $404,780.18 invested in an
account offering interest on such funds. The Registrant used the sum of $
347,591.43for its working capital needs during this time. No managers of the
Registrant or persons owning ten percent (10%) or more of any class of these
securities received any of these payments.
The use of the proceeds set forth above does not constitute a material change
in the use of proceeds set forth in the prospectus of the Registrant.
Item 3. Defaults Upon Senior Securities.
There have no defaults on any indebtedness of Registrant.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters have been submitted to a vote of the holders of the registered
securities.
Item 5. Other Information.
There is no other information to be submitted.
Item 6. Exhibits and Reports on Form 8-K.
(a) There are no exhibits included with this report.
All exhibits have either been previously filed or are not applicable to the
Registrant.
(b) There has been no Form 8-K filed by Registrant.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
COR DEVELOPMENT, LLC
(Registrant)
Date: May 30, 2001 By:/s/ Robert M. Adams
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Robert M. Adams, Manager of
COR Development, LLC
SIGNATURE TITLE