<PAGE> 1
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.
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
FLORIDA 59-1413673
(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 March 31, 2000, the Company had a total of 3,711,000 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]
<PAGE> 2
LUDLUM CONSTRUCTION CO., INC.
FORM 10-QSB
QUARTER ENDED MARCH 31, 2000
INDEX
PAGE NO
-------
PART I
Item 1. Financial Statements ............................... 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ..... 3
PART II
Item 2. Changes in Securities .............................. 5
Item 6. Exhibits and Reports on Form 8-K ................... 5
SIGNATURES ................................................. 6
2
<PAGE> 3
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 three
months ended March 31, 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.
Note 2, Loss 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 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ALALYSIS 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
<PAGE> 4
RESULTS OF OPERATIONS
Revenues for the three-month period ending March 31, 2000 decreased to
$672,877.00 from $814,117.00 for the three-month period ending March 31, 1999.
This decrease in revenues was primarily attributable to management in selecting
fewer jobs with higher profit margins.
Total expenses for the three-month period ended March 31, 2000 compared to the
three-month period ended March 31, 1999 decreased to $635,554.00 from
$980,599.00. This decrease expenses was primarily attributable to reduction of
overtime pay, cost cutting for shop expenses due to sale of equipment not being
utilized daily.
Total other expenses for the three-month period March 31, 2000 compared to the
three-month period ended March 31, 1999 decreased to $55,518.00 from $61,396.00,
this decrease is due primarily to an decrease in interest expense due to a
reduction of debt.
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 $202,737.00 for the quarter ending
3/31/2000.
"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 will successfully
pas 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.
4
<PAGE> 5
PART II
ITEM 2. CHANGES IN SECURITIES
During the first quarter of 2000, no new shares of common stock were
issued.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
1. Financial Statements being on page F-1.
2. Exhibits: None
(b) Reports on Form 8-K.
1. None.
5
<PAGE> 6
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: May 30, 2000 By: /s/ James K. Schwarz
----------------------------------------
James K. Schwarz, President
By: /s/ James A. Conway
----------------------------------------
James A. Conway
Chief Financial Officer
Principal Accounting Officer
6
<PAGE> 7
LUDLUM CONSTRUCTION CO., INC.
BALANCE SHEET
MARCH 31, 2000
(UNAUDITED)
<TABLE>
<S> <C>
Assets
Current Assets:
Cash and cash equivalents $ 58,574
Contract receivables 289,532
Costs and estimated earnings in excess of billings on uncompleted contracts 206,509
-----------
Total current assets 554,615
Property and equipment - net of $1,800,590 allowance for depreciation 2,134,975
Other assets:
Notes receivable, net of $23,932 allowance for doubtful amounts 37,784
Deposits and prepaid expenses 5,717
-----------
Total assets $ 2,733,091
===========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of notes payable $ 556,362
Short term debt 376,539
Due to stockholders 444,386
Accounts payable and accrued expenses 574,020
-----------
Total current liabilities 1,951,307
Long-term portion of notes payable 651,703
-----------
Total liabilities 2,603,010
-----------
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,
3,711,000 shares issued and outstanding 37,110
Additional paid-in capital 972,830
Retained earnings (deficit) (879,859)
-----------
Total stockholders' equity 130,081
-----------
Total liabilities and stockholders' equity $ 2,733,091
===========
</TABLE>
See accompanying notes to financial statements.
F-1
<PAGE> 8
LUDLUM CONSTRUCTION CO., INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2000 1999
--------- ---------
<S> <C> <C>
Revenues:
Contract revenues $ 672,877 $ 814,117
Cost of revenues earned 486,302 868,392
--------- ---------
Gross profit (loss) 186,575 (54,275)
General and administrative expenses 149,252 112,207
--------- ---------
Operating income (loss) 37,323 (166,482)
--------- ---------
Other income (expenses):
Investment income 291 11,949
Interest expense (55,518) (61,396)
--------- ---------
Total other income (expenses) (55,227) (49,447)
--------- ---------
Loss before income taxes (17,904) (215,929)
Provision for income taxes
Net loss $ (17,904) $(215,929)
========= =========
Basic and diluted loss per share:
Net income (loss) per share (0.005) (0.06)
========= =========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE> 9
LUDLUM CONSTRUCTION CO., INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (17,904) $(215,929)
Adjustments to reconcile net income (loss) to
cash flows from operating activities:
Depreciation and amortization 83,548 150,572
Change in:
Contract receivables 242,751 (29,731)
Costs and estimated earnings in excess of billings (72,986) (15,665)
Other assets (6,129)
Accounts payable and accrued expenses (26,543) 105,476
Billings in excess of costs and estimated earnings (10,025)
--------- ---------
Net cash provided by (used in) operating activities 202,737 (15,302)
Cash flows from investing activities:
Purchase of property and equipment (19,996)
Proceeds from sale of property and equipment 95,398
--------- ---------
Net cash provided by (used in) investing activities (19,996) 95,398
--------- ---------
Cash flows from financing activities:
Net borrowings from shareholders (7,500) 117,500
Sales of stock 20,000
Payments on notes payable (130,150) (218,402)
--------- ---------
Net cash used in financing activities (137,650) (80,902)
--------- ---------
Increase (decrease) in cash and cash equivalents 45,091 (806)
Cash and cash equivalents, beginning of period 13,483 3,251
--------- ---------
Cash and cash equivalents, end of period $ 58,574 $ 2,445
========= =========
Supplemental disclosure of cash paid for:
Interest $ 55,518 $ 61,396
Income taxes none none
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE> 10
LUDLUM CONSTRUCTION CO., INC.
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Class B Additional
--------------------------- 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
Net loss (17,904) (17,904)
---------- ---------- ---------- ---------- ----------
Balances, March 31, 2000 3,711,000 $ 37,110 $ 972,830 $ (879,859) $ 130,081
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE> 11
LUDLUM CONSTRUCTION CO., INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 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 three months ended March 31, 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. Loss 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 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.
F-5
