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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-28811
LUDLUM CONSTRUCTION CO., INC.
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(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-1413673
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3050 S.E. Dixie Highway
Stuart, Florida 34997
(561) 287-2378
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]
Number of shares outstanding of each of the issuer's classes of common equity:
As of June 30, 2000, the Company had a total of 3,521,000 shares of
Class B Common Stock, par value $.01 per share (the "Common Stock"),
outstanding. Class A Common Stock - 0 shares.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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LUDLUM CONSTRUCTION CO., INC.
FORM 10-QSB
QUARTER ENDED JUNE 30, 2000
INDEX
PAGE NO.
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PART I
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Item 1. Financial Statements............................................ 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................. 3
Item 10. Legal Proceedings............................................... 4
PART II
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Item 2. Changes in Securities............................................ 5
Item 6. Exhibits and Reports on Form 8-K................................. 5
SIGNATURES............................................................... 6
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PART I
ITEM 1. FINANCIAL STATEMENTS
Note 1, Basis of Presentation
The unaudited, condensed, consolidated financial statements included
herein, commencing at page F-1, have been prepared in accordance with the
requirements of Regulation S-B and supplementary financial information included
herein, if any, has been prepared in accordance with Item 310(b) of Regulation
S-B and, therefore, omit or condense certain footnotes and other information
normally included in financial statements prepared in accordance with generally
accepted accounting principles. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of the financial information for the interim periods reported have been made.
Certain reclassifications have been made to the 1999 financial information to
conform to the presentation used in 2000. Results of operations for the six
months ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000. These financial
statements should be read in conjunction with the Company's Form 10-SB as
originally filed with the Securities and Exchange Commission on January 7, 2000
and Form 10-SB 12 G/A filed with the Securities and Exchange Commission on
August 17, 2000.
Note 2, Earnings Per Share
The Company follows the provisions of SFAS No. 128, "Earnings Per
Share," which requires presentation of basis earnings per share including only
outstanding common stock, and diluted earnings per share including the effect of
dilutive common stock equivalents. The Company's basic and diluted earnings per
share for all periods presented are the same.
Note 3, Income Taxes
The Company follows the provisions of SFAS No. 109, "Accounting for
Income Taxes." In accordance with this statement, the Company records a
valuation allowance so that the deferred tax asset balance reflects the
estimated amount of deferred tax assets that may be realized. Therefore, the
deferred tax assets generated by the net losses in the periods presented have
been offset in their entirety by a deferred tax asset valuation allowance.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
INTRODUCTION STATEMENT
The Private Securities Litigation Reform Act provides a "safe harbor"
for forward-looking statements. Certain statements included in this form 10-QSB
are forward-looking and are based on the Company's current expectations and are
subject to a number of risks and uncertainties that could cause actual results
to differ significantly from results expressed or implied in any forward-looking
statements made by , or on behalf of, the Company. The Company assumes no
obligation to update any forward-looking statements contained herein or that may
be made from time to time by, or on behalf, of the Company.
3
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RESULTS OF OPERATIONS
Revenues for the six-month period ending June 30, 2000 decreased to
$1,349,648.00 from $1,859,018.00 for the six-month period ending June 30, 1999.
This decrease in revenues was primarily attributable to management in selecting
fewer jobs with higher profit margins.
Total expenses for the six-month period ended June 30, 2000 compared to the
six-month period ended June 30, 1999 decreased to $1,237,482.00 from
$1,975,667.00. This decrease expenses was primarily attributable to reduction of
overtime pay, job related expenses and cost cutting for shop expenses due to
sale of equipment not being utilized daily.
Total other income (expenses) for the six month period June 30, 2000 compared to
the six month period ended June 30, 1999 decreased to $30,191.00 from
($163,315.00), this decrease is due primarily to an decrease in interest expense
due to a reduction of debt and a gain on disposal of assets.
LIQUIDITY AND CAPITAL RESOURCES
The Company is currently managing the payment of our current
liabilities and obligations on a monthly basis as cash becomes available. Our
current positive cash flow from operations is $242,350.00 for the six months
ending June 30, 2000.
"Y2K" ISSUE
The Company believes it is in full compliance with the "Y2K" issue. The
Company operates internal Local Area Networks for all of its computer operations
and all the software and substantially all the hardware in use have successfully
passed through the new year without disruption. Based on discussions with its
major vendors, the Company believes that will be no interruption from its
vendors that will interfere with the Company's operations. Management of the
Company believes that the "Y2K" issue will not have a material effect on the
Company's business, results of operations or financial condition.
ITEM 10. LEGAL PROCEEDINGS
On the advice of its attorneys, on April 1, 2000 the Company settled
the lawsuit filed by Nelson Bunker Hunt Trust Estate and Edward L. Stephenson
vs. Ludlum Construction Co., Inc., et al., Case No. 99-10542AG filed in the 15th
Judicial Circuit in Palm Beach County, Florida. The Company agreed to execute a
new secured promissory note for $450,000.00 payable at $8,000.00 per year at no
interest. All other claims against the Company and its officers were dismissed.
The Company also settled its claim against the Company's former president, Noah
Ludlum. The settlement required Noah Ludlum to waive any rights or money due him
by the Company under a promissory note with a balance of $232,000.00 that was
payable at $8,000.00 per month. He also agreed to take over debt of the dredge
"The Florida Chief" in the approximate amount of $327,000.00. In exchange for a
general release by the Company, Noah Ludlum received some miscellaneous
equipment, his former company truck plus any proceeds from the sale of "The
Florida Chief".
On May 2, 2000, Ellicott Machine Corporation International filed suit
against the Company in Baltimore, Maryland, Case No. 24-C-00-001859 for breach
of lease for a dredge in the amount of $63,549.20 plus interest, costs and
attorney fees. In October, 2000, the case was settled for the sum of $18,000.00.
4
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On June 5, 2000, Dredge America, Inc. filed suite against the Company
in the 19th Judicial Circuit Martin County, Florida, Case No. 00-399-CA alleging
breach of lease agreement for dredge pipe with a claim for damages of
approximately $50,000.00. The Company has filed a countersuit for fraud and
breach of lease agreement and has made a claim for damages in excess of
$100,000.00. The case is currently pending with a trial date expected sometime
in 2001.
PART II
ITEM 2. CHANGES IN SECURITIES
During the second quarter of 2000, no new shares of common stock were
issued. 19,000 shares of common stock were redeemed in the second quarter. These
shares are being held as collateral for a promissory note.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
1. Financial Statements being on page F-1.
2. Exhibits 27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
1. None.
5
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SIGNATURES
Pursuant to the requirements 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.
LUDLUM CONSTRUCTION CO., INC.
Dated: October 31, 2000 By: /s/ James K. Schwarz
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James K. Schwarz, President
By: /s/ James Conway
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James Conway
Chief Financial Officer
Principal Accounting Officer
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Ludlum Construction Co., Inc.
Balance Sheet
June 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current Assets:
Cash and cash equivalents $ 13,237
Contract receivables 408,842
Costs and estimated earnings in excess of billings on uncompleted contracts 211,059
-----------
Total current assets 633,138
Property and equipment - net of $1,806,058 allowance for depreciation 1,614,507
Other assets:
Notes receivable, net of $23,932 allowance for doubtful accounts 36,834
-----------
Total assets $ 2,284,479
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable $ 370,909
Due to stockholders 485,162
Accounts payable and accrued expenses 612,305
-----------
Total current liabilities 1,468,376
Long-term portion of notes payable 975,760
-----------
Total liabilities 2,444,136
===========
Stockholders' equity:
Common stock, Class A, $.01 par value, 1 share authorized, none issued
Common stock, Class B, $.01 par value, 9,999,999 shares authorized,
3,521,000 shares issued and outstanding 35,210
Additional paid-in capital 524,730
Retained earnings (deficit) (719,597)
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Total stockholders' equity (159,657)
-----------
Total liabilities and stockholders' equity $ 2,284,479
===========
</TABLE>
See accompanying notes to financial statements.
F-1
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Ludlum Construction Co., Inc.
Statements of Operations
(Unaudited)
SIX MONTHS ENDED JUNE 30, 2000 1999
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Revenues:
Contract revenues $ 1,349,649 $ 1,859,018
Cost of revenues earned 976,541 1,749,099
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Gross profit (loss) 373,108 109,919
General and administrative expenses 260,941 226,568
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Operating income (loss) 112,167 (116,649)
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Other income (expenses):
Other income 764 592
Gain on disposal of assets 124,459
Interest expense (95,032) (123,967)
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Total other income (expenses) 30,191 (123,375)
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Income (Loss) before income taxes 142,358 (240,024)
Provision for income taxes
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Net income (loss) $ 142,358 $ (240,024)
=========== ===========
Basic and diluted earnings per share:
Net income (loss) per share $ 0.04 $ (0.06)
=========== ===========
See accompanying notes to financial statements.
F-2
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Ludlum Construction Co., Inc.
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 142,358 $(240,024)
Adjustments to reconcile net income (loss) to
cash flows from operating activities:
Depreciation and amortization 165,436 299,483
Gain on disposal of assets (124,459)
Change in:
Contract receivables 123,441 (57,382)
Costs and estimated earnings in excess of billings (77,536) 37,672
Other assets 1,368 6,284
Accounts payable and accrued expenses 11,742 48,676
Billings in excess of costs and estimated earnings 10,025
--------- ---------
Net cash provided by (used in) operating activities 242,350 104,734
Cash flows from investing activities:
Purchase of property and equipment (19,996)
Proceeds from sale of property and equipment 95,398
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Net cash provided by (used in) investing activities (19,996) 95,398
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Cash flows from financing activities:
Net borrowings from shareholders 33,276 (17,482)
Sales of stock 20,000
Payments on notes payable (255,876) (198,971)
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Net cash used in financing activities (222,600) (196,453)
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Increase (decrease) in cash and cash equivalents (246) 3,679
Cash and cash equivalents, beginning of period 13,483 3,251
--------- ---------
Cash and cash equivalents, end of period $ 13,237 $ 6,930
========= =========
Supplemental disclosure of cash paid for:
Interest $ 95,032 $ 123,967
Income taxes none none
Non - cash transactions Stock redemption:
Liabilities incurred $ 450,000
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Stock redeemed $ 450,000
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Equipment sale
Liabilities disposed of $ 562,209
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Assets disposed of $ 437,750
---------
</TABLE>
See accompanying notes to financial statements.
F-3
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Ludlum Construction Co., Inc.
Statement of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON STOCK CLASS B PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balances, January 1, 2000 3,711,000 $ 37,110 $ 972,830 $ (861,955) $ 147,985
Stock redemption (19,000) (1,900) (448,100) (450,000)
Net income 142,358 142,358
---------- ---------- ---------- ---------- ----------
Balances, June 30, 2000 3,692,000 $ 35,210 $ 524,730 $ (719,597) $ (159,657)
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-4
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LUDLUM CONSTRUCTION CO., INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
Note 1. Basis of Presentation
The unaudited financial statements included herein have been prepared
in accordance with the requirements of Regulation S-B and, therefore, omit or
condense certain footnotes and other information normally included in financial
statements prepared in accordance with generally accepted accounting principles.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the financial
information for the interim periods reported have been made. Results of
operations for the six months ended June 30, 2000 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2000. These
financial statements should be read in conjunction with the Company's Form
10-KSB as filed with the Securities and Exchange Commission.
Note 2. Earnings Per Share
The Company follows the provisions of SFAS No. 128, "Earnings Per
Share," which requires presentation of basic earnings per share including only
outstanding common stock, and diluted earnings per share including the effect of
dilutive common stock equivalents. The Company's basic and diluted earnings
(losses) per share for all periods presented are the same.
Note 3. Income Taxes
The Company follows the provisions of SFAS No. 109, "Accounting for
Income Taxes." In accordance with this statement, the Company records a
valuation allowance so that the deferred tax asset balance reflects the
estimated amount of deferred tax assets that may be realized. Therefore, the
deferred tax assets generated by the net losses in the periods presented have
been offset in their entirety by a deferred tax asset valuation allowance.
There is no provision for income tax for the six months ended June 30,
2000 due to the availability of net operating loss carryforwards.
F-5
