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 06/30/2002
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
of incorporation or Number)
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 June 30, 2002, the issuer had outstanding 254,850 common units
and 601,416 preferred units.
INDEX
PART I FINANCIAL INFORMATION ..........................................2
Item 1. Condensed Financial Statements (Unaudited) ................2
Condensed Balance Sheets .......................2
Condensed Statements of Operations (Unaudited) ............2
Condensed Statements of Cash Flows (Unaudited) ............3
Notes to Condensed Financial Statements (Unaudited) .......4
Item 2. Management's Discussion and Analysis or Plan
of Operation .............4
PART II OTHER INFORMATION .............................................6
Items 1 Legal Proceedings .......................................6
Items 2 Changes in Securities and Use of Proceeds ................6
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
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.
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.
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ITEM 1. CONDENSED FINANCIAL STATEMENTS
COR DEVELOPMENT, LLC
(A Development Stage Company)
CONDENSED BALANCE SHEETS
(Unaudited)
June 30, 2002 December 31, 2001
Assets
Land $ 12,820,652 $ 12,440,854
Cash and cash equivalents 8,803 ---
Property and equipment, at cost, net
of accumulated depreciation 4,020 4,522
Unamortized financing costs 16,100 18,400
Total assets $ 12,849,575 $ 12,463,776
Liabilities
Accounts payable $ 44,353 $ 81,951
Accrued interest 74,300 280,113
Other loans and advances 88,905 88,905
Note payable to bank 4,174,695 3,543,000
Total liabilities 4,382,252 3,993,969
Commitments and contingencies --- ---
Members' Equity
Capital Contributed 8,513,765 8,513,765
Deficit accumulated during the
development stage (46,442) (43,958)
Total members' equity 8,467,323 8,469,807
Total liabilities and members'
equity $ 12,849,575 $ 12,463,776
NOTE: The balance sheet at December 31, 2001 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
See notes to condensed financial statements.
COR DEVELOPMENT, LLC
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
March 24,
2000
Quarter Six Months Quarter Six Months (inception)
Ended Ended Ended Ended Through
June 30, June 30, June 30, June 30, June 30,
2002 2002 2001 2001 2002
INCOME
Investment income $ 143 $ 143 $ 4,336 $ 15,446 $ 30,321
EXPENSES
General and administrative --- --- --- --- 68,859
Depreciation and
amortization 1,401 2,802 --- --- 7,904
Total expenses 1,401 2,802 --- 42 76,763
Net income (loss) $ (1,258) $ (2,484) $ 4,336 $ 15,446 $ (46,442)
Income(Loss) per unit $ (0.001) $ (0.002) $ 0.001 $ 0.001
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COR DEVELOPMENT, LLC
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
March 24,
Six 2000 Six
months (inception) months
Ended through Ended
June 30, June 30, June 30,
2002 2002 2001
Operating activities:
Net income (loss) $ (2,484) $ (46,442) $ 15,404
Adjustment to reconcile netincome
(loss) to net cash flows from
operating activities
Depreciation and amortization 2,802 7,904 ---
Increase(decrease) in operating
liabilities
Accounts payable (37,598) (37,598) ---
NET CASH FLOWS FROM OPERATING
ACTIVITIES (37,280) (76,163) 15,404
Investing activities:
Purchase of land --- (11,256,808) (11,256,808)
Costs of land development (585,611) (1,587,187) (385,817)
Purchase of property and equipment --- (5,024) ---
NET CASH FLOWS FROM INVESTING
ACTIVITIES (585,611) (12849,019) (11,642,625)
Financing activities
Equity contributions from units
issued in public offering --- 8,563,660 8,563,660
Other loans and advances for the
purchase of units --- 88,905 (6,240,520)
Net --- 8,652,565 2,323,140
Proceeds from note payable to bank 631,694 6,303,694 5,500,000
Repayment of note payable to bank --- (1,957,000) (2,150,000)
Offering costs --- (49,895) (49,895)
Cost of bank financing --- (23,000) ---
Overdraft --- 7,594 ---
NET CASH FLOWS FROM FINANCING
ACTIVITIES 631,694 12,933,958 5,623,245
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS 8,803 8,803 (6,003,976)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD --- --- 6,283,998
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 8,803 $ 8,803 $ 280,022
CASH FLOW DIACLOSURES:
Cash paid for interest $ 35,524 $ 35,524 $ ---
Change in accrued interest on bank
loan allocated to land $ 144,711 $ 74,300 $ ---
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COR DEVELOPMENT, LLC
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of presentation
The accompanying unaudited condensed financial statements of COR Development,
LLC (the Company) have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included.
Operating results for the quarter and six months ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2002. For further information, refer to the financial statements
and footnotes included in the COR Development, LLC annual report on Form 10-KSB
for the year ended December 31, 2001.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
COR Development, LLC ("COR") has not had any operating revenues during
the past two (2) years.
For the next twelve (12) months, COR will be actively involved in the
development of 47 acres located at the intersection of 137th and Nall
in Leawood, Kansas.
We expect COR'S primary sources of revenue to be:
1) the sale of six undeveloped pad sites over the next three years;
2) the leasing of space in the commercial buildings; and
3) the sale of the commercial buildings after a period of
operation and at the time that holders of a majority of the units shall
approve the sale, which is currently contemplated to be by the end of
2015.
We propose to accomplish four purposes with the real estate. First, we
will develop and sell six pad sites over the next three years. Second,
we plan to develop and build commercial office and retail space and will
engage a management company to lease this space. Based upon the current
site plans, there will be approximately 360,000 square feet of retail and
office space, consisting of 220,000 square feet of retail space, 53,000
square feet of pad space (which is expected to include a bank and three
restaurants), and 90,000 square feet of office space. These facilities will
be located on 34 acres. The site may include a hotel, depending on our
ability to attract an appropriate hotel operator at a price, and within a
timeframe, that we deem acceptable.
Third, we plan to donate a total of approximately 15 acres to the Church
of the Resurrection for use in the development of its worship and
educational facilities. Fourth, we plan to develop the commercial
buildings in a manner that provides parking fields that can be utilized
by the Church of the Resurrection for its Sunday services and other
programs and activities.
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Johnson County, Kansas has experienced a significant expansion of commercial
office space over the past ten years. Since 2000, the vacancy rate for
commercial property in Johnson County has increased substantially while
average rental rates for commercial property have stabilized and even declined
slightly. These market conditions may make it difficult or infeasible
to reach our projected vacancy and rent targets.
We anticipate that construction on the facilities will commence in autumn,
2002 and should be completed by 2005. In late October, 2001, we finalized
and filed with the City of Leawood, Kansas, our original 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. Because of subsequent and significant changes to the
site plan, it was necessary to re-submit plans to the City. A revised site
plan and accompanying documentation was submitted to the City of Leawood on
May 31, 2002, and the project is currently scheduled to go before the City's
Planning Commission on August 27, 2002. We expect that response after the
August 27 hearing 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. The process of zoning the property is continuing.
However, we cannot assure you that the City of Leawood will approve the
site plans, grant the necessary zoning or issue any or all of the
necessary permits required for us to develop the real estate as
proposed. If the City of Leawood fails to approve the site plans in
substantially their current form or fails to grant the requested
zoning, or if the City of Leawood or other local governments or
regulatory authorities fail to issue one or more necessary permits,
we anticipate that we will not be able to conduct the development
without significant revision to our current plan of operation.
We will employ a construction management company to take responsibility
for the overall management of the construction, including preparing the
pad sites for sale and developing and constructing the commercial
buildings. We have selected Walton Construction Co., Inc. to act as the
general contractor for the building of the facilities. We also plan to
employ a real estate development management company to assist with securing
the approval of the site plans, to provide leasing services including
obtaining tenants for the facilities, and to manage maintenance of the
buildings. We have selected Red Development Services, L.L.C. to serve as
development manager. As of December 31, 2001, no contract had been executed
with either of these companies. COR's managers will provide oversight of the
construction management company and the leasing management company.
At this time, we have sufficient capital to carry the land for the next
twelve (12) months. Assuming the City of Leawood approves our site
plans and provides the requested zoning, and assuming that all necessary
permits are issued, we have sufficient capital to construct at least
some of the pad sites during the next twelve (12) months. However,
without a construction loan we do not have sufficient capital to
otherwise develop the real estate. We anticipate that we will use such
capital only as necessary until we obtain an initial construction loan
in 2002. 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.
Page 5
We will need to obtain further construction loans to complete
development as planned. The development will continue for an extended
time - we currently anticipate that construction of all of the proposed
facilities should be completed in 2005. We also anticipate that we
will need to obtain a total of approximately $39,000,000 in construction
loans to complete development. We may not be able to obtain all
necessary loans. We are currently attempting to obtain a non-recourse
loan and we can provide no assurance that such a loan will be available
at all or on terms that are suitable to COR. If we do not obtain
approximately $39,000,000 in total construction loans, we expect that
we will not be able to complete the construction of all the facilities
as proposed.
Further, factors such as cost overruns, unanticipated expenses and
other factors may require us to seek more loans than we currently
estimate to be necessary. We cannot project the impact that shortfalls
in financing, cost overruns or unanticipated expenses might have on our
plan of operations, but any of these factors or other factors could
defeat our ability to complete the development as proposed.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Registrant is not currently involved in any legal proceedings other
than seeking approval of site plans and zoning as described above in Item 2,
"Management's Discussion and Analysis or Plan of Operation."
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 following use of proceeds information is being disclosed in
connection with COR's registration statement filed on Form SB-2 with
an effective date of November 3, 2000, SEC File Number 333-41636.
The offering was commenced on November 6, 2000 but no sales of
securities were made until January 2001. The offering terminated on
May 7, 2001.
The offering included two classes of securities, Common Units and
Preferred Units. The offering 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. From January 2001 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 Common
Unit or a Preferred Unit. No underwriter was 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:
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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
As of June 30, 2002, the issuer had outstanding 254,850 common
units and 601,416 preferred units, for a total of 856,266 units, all of
which are voting units.
There has been no market for these units and we currently contemplate
that there will be no public market for the units. No underwriter was
involved in the above sales. No underwriting discounts were extended
and no commissions were paid in connection with the above sales. COR has
not declared any dividends on either the Common Units or Preferred Units
during the last two fiscal years or in any subsequent period. We do not
anticipate that COR will issue any dividends on either the Common Units
or Preferred Units for the foreseeable future.
From the effective date of the registration statement to December 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 COR and is a member of
Craft Fridkin & Rhyne, L.L.C., a law firm that provided legal counsel
to COR during the registration of its securities.
The net offering proceeds available from the sales of COR Common Units
and Preferred Units after taking into account the expenses discussed
above, was $8,441,635.40. The total purchase price of the real estate
was $11,256,808, including closing costs of $29,558. To pay the
purchase price, COR used $5,756,808 from equity contributions by COR
members and $5,500,000 in proceeds from a bank loan. COR subsequently
used members' equity contributions to repay a total of $2,150,000 of
the bank loan and invested 280,021.75 in an interest bearing account.
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.
COR has made the following sales of unregistered securities within the
past three (3) years:
Total
Price Offering
Date # Units per Unit Price Buyer
3/31/00 1 $10.00 $10.00 CORnerstone
Development, LLC
Page 7
No underwriter was involved in the above sale. No underwriting
discounts were extended and no commissions were paid in connection
with the above sale. The net offering proceeds from the sale were
$10.00 and were used toward COR's working capital needs.
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.
Not applicable.
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: June 30, 2002 By:/s/ Robert M. Adams
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Robert M. Adams, Manager of
COR Development, LLC
SIGNATURE TITLE
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