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 09/30/2001
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 September 30, 2001, the issuer had outstanding 252,350 common
units and 596,803 preferred units.
1
INDEX
PART I FINANCIAL INFORMATION ..........................................3
Item 1. Financial Statements .....................................4
Statement of Assets and Liabilities as of
September 30, 2001 (unaudited) .............4
Statement of Revenue and Expenses January through
September 30, 2001 (unaudited) .............5
Item 2. Management's Discussion and Analysis or Plan
of Operation) .............6
PART II OTHER INFORMATION .............................................7
Items 1 Legal Proceedings .......................................7
Items 2 Changes in Securities and Use of Proceeds ................7
Items 3 Defaults Upon Senior Securities ..........................8
Items 4 Submission of Matters to a Vote of Security Holders ......8
Items 5 Other Information ........................................8
Items 6 Exhibits and Reports on Form 8-K .........................8
2
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, as amended, and Section 21E of the
Exchange Act, as amended. 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, business strategy, 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.
3
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.
We have compiled the accompanying statement of assets and liabilities
(income tax basis) of COR Development, LLC, as of September 30,2001, and the
related statement of revenue and expenses (income tax basis) for the nine
months then ended, in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified Public
Accountants.
A compilation is limited to presenting, in the form of financial statements,
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures and the
statements of cash flows and retained earnings required by generally accepted
accounting principles. If the omitted disclosures were included and the other
statements were presented, they might influence the user's conclusions about
the company's financial position, results of operations, and cash flows.
Accordingly, these financial statements are not designed for those who are not
informed about such matters.
The accompanying financial statements have been prepared on the accounting
basis used for income tax purposes; consequently, certain revenue and the
related assets are recognized when received rather than when earned, and
certain expenses are recognized when paid rather than when the obligation is
incurred. Accordingly, the financial statements referred to above are not
intended to present financial position and results of operations in conformity
with generally accepted accounting principles.
Overland Park, KS Forgy and Company, L.L.C.
October 8, 2001
4
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
COR Development, LLC
Statement of Assets and Liabilities
As of September 30, 2001
September 30, 2001
ASSETS
Current Assets
Checking/Savings
Merrill Lynch 78,791.59
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Total Checking/Savings 78,791.59
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Total Current Assets 78,791.59
Fixed Assets
Land Purchase-Hard Cost 11,225,694.00
Land Purchase-Soft Cost 44,557.09
Land Development-Hard Cost
Site Clearing 19,943.00
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Total Land Development-Hard Cost 19,943.00
Land Development-Soft Cost
Interest Expense 8,000.00
Advertising/Marketing 51,493.31
Architect Fees 218,692.49
Compensation 144,975.08
Engineering Fees 64,220.33
Entertainment 42.25
Equipment and Furniture 5,023.94
Insurance 35,141.00
Meeting Expenses 6,981.21
Postage 4,908.56
Printing & Brochures 51,445.34
Professional Expenses 88,937.24
Staffing 10,531.49
Travel 3,151.12
Telephone 658.74
Unclassified 16,818.56
Contributions from Members -12,000.00
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Total Land Development-Soft Cost 701,020.66
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Total Fixed Assets 11,991,214.75
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TOTAL ASSETS 12,070,006.34
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5
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Note-Gold Band 3,400,000.00
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Total Other Current Liabilities 3,400,000.00
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Total Current Liabilities 3,400,000.00
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Total Liabilities 3,400,000.00
Equity
Members Investments 8,640,565.33
Retained Earnings 12,245.82
Net Income 17,195.19
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Total Equity 8,670,006.34
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TOTAL LIABILITIES & EQUITY 12,070,006.34
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COR Development, LLC
Statement of Revenue and Expenses
January through September 2001
Jan - Sep 01
Ordinary Income/Expense
Expense
Bank Service Charges 42.00
Miscellaneous - 0.12
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Total Expense 41.88
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Net Ordinary Income -41.88
Other Income/Expense
Other Income
Dividend Income-Money Fund 17,237.07
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Total Other Income 17,237.07
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Net Other Income 17,237.07
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Net Income 17,195.19
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6
Item 2. Management's Discussion and Analysis or Plan of Operation.
The Registrant, COR Development, LLC ("Registrant" or "COR Development"),
a Kansas limited liability company, has not had any revenues during the past
two (2) years, with the exception of dividend income. Dividend income for the
period from January through September, 2001 totaled $17,237.07.
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.
In late October, 2001, COR Development finalized and filed with the City of
Leawood, Kansas, site plans for the building of the facilities for the office
and retail space. In conjunction with the filing of the site plans, we requested
the zoning necessary for the proposed development. Response from the City of
Leawood is pending, and we expect that such response will take a minimum of
three to five months. In the interim, we anticipate that we will be conducting
meetings with the staff of the City of Leawood 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.
We anticipate that during the coming twelve months, construction will
commence on the facilities. 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 an initial construction loan in the first half of
the next calendar year. We currently anticipate that the principal amount of
this initial construction loan will be approximately $3,000,000 to $5,000,000,
which we plan to use toward construction of development infrastructure. This
infrastructure construction is expected to involve selective demolition,
earthwork, construction of underground duct and utility structures, construction
of sanitary sewerage and storm drainage, and installation of pavement.
We anticipate that all construction loans necessary to bring the development
to completion will ultimately total approximately $39,000,000. If this amount
of total construction loans is not obtained, we will not be able to complete the
construction of the facilities.
Based upon the current site plans, there will be approximately 450,000 square
feet of retail, hotel and office space. The facilities will be on 34 acres. The
current site plans will include a 120-room hotel, 239,000 square feet of retail
and hotel space, 211,000 square feet of office space, a bank and three
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.
7
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, 2000. 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 September 30,
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.
8
The total amount of proceeds available from the effective date of the
registration statement, November 3, 2000, to September 30, 2001 was
$8,640,565.33. 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 $78,791.59 invested in an account offering interest on such funds.
The Registrant used the sum of $78,791.59 for 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 been 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.
The Registrant filed its Form 12b-25 on November 14, 2001 stating that (i)
Registrant's quarterly financial statements could not be reviewed and
completed within the prescribed time period because the Registrant has only
recently engaged financial auditors to perform independent review of quarterly
financial statements, and that (ii) these associated delays could not have
been avoided without unreasonable effort or expense.
In order to ensure timely filing, this Report is being filed without review
of the quarterly financial statements by an independent auditor. Review will
be obtained as soon as possible after filing of this Report, and any material
change to the quarterly financial statements necessitated by such review will
be promptly reported by means of an amendment to this Report.
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.
9
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: November 30, 2001 By:/s/ Robert M. Adams
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Robert M. Adams, Manager of
COR Development, LLC
SIGNATURE TITLE