SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998
33-02035-A
(Commission File Number)
CORRECTIONS SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-2508470
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3040 East Commercial Boulevard
Fort Lauderdale, Florida 33308
(Address of Principal Executive Offices)
(954) 772-2297
(Registrant's Telephone Number)
None
(Former Name, Former Address and former Fiscal Year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act
None None
(Title of Each Class) (Name of Each Exchange
on which Registered)
Securities registered pursuant to Section 12(g) of the Act
None None
(Title of Each Class) (Name of Each Exchange
on which Registered)
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
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 12, 1999, was approximately $1,395,000.
The number of shares of Common Stock, $.0001 par value, of the Registrant
issued as of March 12, 1999, was 7,586,825 shares. Of that total
6,276,900 shares are outstanding. The Company has 1,309,925 shares in
treasury.
<PAGE>
PART I
ITEM 1. BUSINESS
Introduction
Corrections Services, Inc. (the "Company") was incorporated in
the State of Florida in 1984. The Company was organized for the
purpose of developing and marketing a house arrest program
("Program") to relieve the need for incarceration in a jail or
similar facility.
Background
The Company undertook to secure equipment which would be
responsive to the needs of corrections authorities and began to
market its Program with a new hardware system supplied by an
independent manufacturer.
Beginning in 1988 the Company's system was manufactured by
Marconi Electronic Devices, Ltd. ("Marconi") in the United Kingdom.
Following a long period of difficulties and shortfall, the Company
filed a federal lawsuit against Marconi for breach of contract and
breach of warranty, seeking damages and ending its turbulent
manufacturing and supply arrangement with Marconi. On July 28,
1993 a settlement agreement was entered into fully and finally
terminating the litigation.
Pursuant to the settlement agreement, the Company transferred
certain product equipment, intellectual property rights in the
system's equipment design and software and a three year covenant
not to compete to Marconi. In exchange, the Company received
extinguishment of its approximately $2.1 Million payable to Marconi
and the sum of $250,000 in cash. Subsequent to the settlement,
Marconi sold all of its tangible and intangible assets related to
the system's equipment production, sales and service to Aeroflex
Laboratories, Inc. of Plainview, New York.
On July 1, 1994, the Company both re-acquired from Aeroflex
all of the system equipment it had relinquished in the litigation
settlement, and all of the other tangible and intangible assets
related to production, sales and service of the product line. The
Company also secured unconditional release from the non-compete
agreement with Marconi.
In exchange, the Company paid Aeroflex Laboratories, Inc. the
sum of $100,000 in cash and released Aeroflex Laboratories, Inc.
and Marconi from liability for equipment field service obligations,
including outstanding, unexpired manufacturer's equipment
warranties, which obligations were assumed by the Company.
<PAGE> 2
With completion of the Aeroflex transaction in mid-1994, the
Company re-entered the marketplace with existing inventory. There
were however no assurances that the Company would be able to
implement one or more manufacturing options upon exhaustion of its
existing inventory.
On August 31, 1998, an affiliate of the Registrant, Corporate
Investment Associates, acquired all of the issued and outstanding
shares of the Company's subsidiary, Professional Programmers, Inc.,
for a purchase price in the amount of $3,000. Corporate Investment
Associates is a privately-held entity controlled by the Company's
principal stockholder, Ronald Martini, and by the Company's officer
and director, Diane Aquino, who is also Mr. Martini's spouse.
Corporate Investment Associates is a private investment entity
operated by Mr. Martini and Ms. Aquino and is, by virtue of their
personal control and their respective positions with the Company,
under common control with the Registrant.
The acquisition of Professional Programmers, Inc. by Corporate
Investment Associates was the first step in a two step process, the
second step of which was also entered into and completed
simultaneously with Corporate Investments Acquisition's acquisition
of Professional Programmers, Inc. In the second step, Professional
Programmers, Inc. purchased the "House Arrest" business of the
Registrant for cash in the total amount of $63,000. In completing
the second stage transaction, Professional Programmers, Inc.
acquired all of the assets of the Registrant used and useful in the
operation of its electronic monitoring business as presently
constituted and the Company stepped out of the electronic
monitoring business.
At the outset of these transactions, the Company's principal
shareholder, Ronald Martini and the Company's Officer and Director,
Diane Aquino, proposed purchase of Professional Programmers, Inc.
and its subsequent purchase of the Registrant's electronic
monitoring business to the Board of Directors without specific
terms or provisions. The proposal suggested that the Registrant
determine acceptable purchase prices and, if acceptable to
Corporate Investment Associates, the transactions would be entered
into and completed.
In the case of the purchase of Professional Programmers, Inc.,
the Registrant proposed purchase at the book value of that company
at August 31, 1998. In the second instance, the Registrant
proposed, considering receivables, inventory and current prospects
of the electronic monitoring business, a fair purchase price of
$63,000. The purchase prices were advanced to Corporate Investment
Associates and, in both cases, accepted. The Registrant closed
both transactions at August 31, 1998 upon receipt of all of the
<PAGE> 3
consideration for both transactions.
On August 19, 1998, the Company disposed of its wholly-owned
subsidiary, Hi-Tech Leasing, Inc. for 1,309,925 shares of its own
previously issued and outstanding Common Stock. The stock was
reacquired from certain officers and major shareholders of the
Company in exchange for all of the stock of Hi-Tech Leasing, Inc.
Since August 31, 1998 the Registrant has had no remaining
commercial operations and intends to conserve its assets while
seeking one or more opportunities for merger, acquisition or
suitable commercial enterprise.
On February 8, 1999, the Registrant purchased fifteen (15%)
percent of the issued and outstanding capital stock of Physicians
Acceptance Corporation, a privately held Florida corporation with
principal offices in Coral Springs, Florida.
The Company is informed that Physicians Acceptance Corporation
was formed to arrange patient financing for elective surgical and
non-surgical procedures. Physicians Acceptance Corporation
perceives that an increase in percentage of healthcare industry
reimbursement is comprised of patient payments or partial patient
payments, especially for elective medical procedures. Physicians
Acceptance Corporation advises that as the percentage of non-
coverage of medical costs grows in that area and as medical costs
continue to rise, more and more patient funding of such expenses,
as opposed to insurance funding, will be encountered. Physicians
Acceptance Corporation feels that patients will demand, and will
increasingly demand, affordable financing options from medical
services providers.
The Registrant purchased fifteen (15%) percent of the issued
and outstanding capital stock of Physicians Acceptance Corporation
for cash in the amount of One Hundred and Fifty Thousand
($150,000.00) Dollars and seeks to pursue acquisition of all of the
ownership interest of Physicians Acceptance Corporation. The
Registrant has begun due diligence in that regard, particularly
with respect to the details of the business and intended business
of Physicians Acceptance Corporation and its financial history,
present condition and outlook.
Physicians Acceptance Corporation has advised the Registrant
that it began part time operation in January, 1998 and achieved
full time operation during July of 1998. Its medical services
provider network has grown from less than fifty (50) physicians in
June of 1998 to more than three hundred (300)at year end.
Physicians Acceptance Corporation has advised the Registrant that
it expects substantial additional growth in its medical services
<PAGE> 4
provider network during 1999. By the close of 1998, Physicians
Acceptance Corporation advises that it arranged funding upon
provider applications in excess of $1,553,000. The Registrant is
further informed that Physicians Acceptance Corporation is
currently operating in nine (9) states and intends to expand into
a minimum of eight (8) additional states during 1999.
The Registrant's intent to acquire Physicians Acceptance
Corporation as a wholly-owned subsidiary has not been reduced to a
definitive agreement. The ultimate terms and conditions of
acquisition, if a definitive agreement is in fact completed, have
yet to be determined. There can be no assurance whatsoever that in
the course of carrying out its inquiry and diligence into
Physicians Acceptance Corporation, the Company will not encounter
one or more obstacles which will prove to be insurmountable,
preventing any form of takeover. In that event, the Registrant
will not succeed in its intent and will instead sustain the costs
and expenses of its efforts.
Employees
In addition to its officers, Mr. Norman H. Becker and Mr.
Frank R. Bauer, who each currently devote approximately ten (10%)
percent of their time to its activities, and Ms. Diane Martini, who
currently devotes approximately eighty (80%) percent of her time to
its activities, the Company currently has four (4) other full-time
employees See Part III., Item 10, Directors and Executive Officers
of the Registrant.
ITEM 2. PROPERTIES
The Company occupies its principal offices and shop facilities
space on a month-to-month basis at a combined rental and
administrative charge of $2,600 per month ($31,200 per annum).
ITEM 3. LEGAL PROCEEDINGS
The Company is not now a party to any litigation or, to its
knowledge, threatened litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Company's security
holders during the fourth quarter of fiscal 1998, through
solicitation of proxies or otherwise.
<PAGE> 5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The following table sets forth the range of bid and asked
prices for the Company's Common Stock on the Over-The-Counter
Market for the period indicated, as reported by the National
Quotation Bureau, Inc. The Common Stock is traded on the
electronic bulletin board under the symbol CRSE. The figures shown
represent inter-dealer quotations without retail mark-up, mark-down
or commission and may not necessarily represent actual
transactions.
<TABLE>
<CAPTION>
COMMON STOCK
Period Bid Price Asked Price
High Low High Low
<S> <C> <C> <C> <C>
First Quarter, 1997 $0.21 $0.18 $0.25 $0.22
Second Quarter, 1997 $0.20 $0.17 $0.25 $0.22
Third Quarter, 1997 $0.21 $0.18 $0.29 $0.25
Fourth Quarter, 1997 $0.21 $0.18 $0.375 $0.25
First Quarter, 1998 $0.35 $0.25 $0.40 $0.30
Second Quarter, 1998 $0.40 $0.30 $0.45 $0.32
Third Quarter, 1998 $0.45 $0.35 $0.50 $0.40
Fourth Quarter, 1998 $0.375 $0.30 $0.42 $0.37
January 1, through
March 15, 1999 $0.31 $0.26 $0.375 $0.25
</TABLE>
(b) Holders. As of March 15, 1999, the approximate number of
recordholders of Common Stock of the Registrant was 986.
The Company is unable to determine the actual number of
beneficial holders of its Common Stock at March 15, 1999 due to
Common Stock held for stockholders "in street name" but estimates
the current total to be approximately 1276.
(c) Dividends. Registrant has paid no dividends since inception
and does not now anticipate paying cash dividends in the
foreseeable future. See Item 7.(a) Financial Condition.
<PAGE> 6
ITEM 6. SELECTED FINANCIAL DATA
Summary of Statement of Operations:
<TABLE>
<CAPTION>
As of As of As of As of As of
12/31/98 12/31/97 12/31/96 12/31/95 12/31/94
<S> <C> <C> <C> <C> <C>
Revenue $ 37,838 $ 960 $ 93,404 ($ 8,205) ($ 117,081)
Oper. Exp. $ 253,611 $ 314,452 $ 290,426 ( 243,456 ($ 353,144)
Net Income (Loss) ($ 152,362)($ 137,759) $ 113,003 ($ 22,717) $ 61,412
Weighted No. of
shs. outstanding 6,804,336 5,936,893 5,126,900 5,126,900 5,179,709
Net Income (Loss)
per sh. Common
Stk. outstanding ($ .02) ($ .02) $ .02 ( .004) $ .01
(See Note A-Notes
to Fin. Stmts.)
Summary Balance Sheet Information
As of As of As of As of As of
12/31/98 12/31/97 12/31/96 12/31/95 12/31/94
Total Assets $ 945,319 $1,758,638 $1,205,096 $1,087,236 $1,101,968
Total Current $ 2,035 $ 92,298 $ 135,090 $ 120,382 $ 98,104
Liabilities
Tot. Current Assets $ 943,446 $1,684,941 $1,199,917 $1,079,708 $1,093,577
Stkholders' Equity $ 943,284 $1,666,340 $1,070,006 $ 957,003 $ 979,720
Cash Dividends $ -0- $ -0- $ -0- $ -0- $ -0-
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
(a) Financial Condition. As of December 31, 1998 the Company
had current assets of $943,446 compared to $1,684,941 at December
31, 1997, total assets of $945,319 compared to $1,758,638 at
December 31, 1997 and shareholders equity of $943,284 as compared
to $1,666,340 as of December 31, 1997. The decrease in current
assets, total assets and shareholders' equity was primarily the
result of the Company's sale of its wholly-owned subsidiaries, Hi-
Tech Leasing, Inc. and Professional Programmers, Inc., and the sale
of its electronic monitoring business on August 31, 1998. Upon
completion of those transactions, the Company had, and now has, no
commercial operations.
Liquidity. The Company had a net decrease in cash and cash
equivalents for the year ended December 31, 1998 of $390,984, and
cash and cash equivalents at the end of the year of $73,593 as
compared to an increase in cash and cash equivalents of $127,899,
<PAGE> 7
and cash and cash equivalents of $464,577 for the year ended
December 31, 1997. See Part II, Item 8., Financial Statements and
Supplementary Data.
The Company continues to have no fixed executory obligations.
Capital Resources. The Company has no present material
commitments for additional capital expenditures. The Company has
no outstanding credit lines or commitments in place and no
immediate need for additional financial credit. There can be no
assurance that it will be able to secure additional credit
borrowing, if needed.
Results of Operations. The Company's revenues for the fiscal
period ended December 31, 1998, were derived from investment
activities.
The Company's revenues increased $36,878 to $37,838 for the
fiscal year ended December 31, 1998, as compared to $960 for the
same period of 1997. The principal reason for increased revenue ws
a decrease in the loss on marketable securities.
Operating expenses decreased $60,841 to $253,611 as compared
to $314,452 for the same period last year principally due to the
sale of its electronic monitoring business. The Company realized
a net loss of ($152,362) for the fiscal year ended December 31,
1998, as compared to a net loss of ($137,759) for the same period
last year. The decrease in net loss was primarily due to a
decrease in realized and unrealized loss on marketable securities,
and a decrease in loss from discontinued operations.
The Company knows of no unusual or infrequent events or
transactions, nor significant economic changes that have materially
affected the amount of its reported income from continuing
operations for the year ended December 31, 1998.
Year 2000 Disclosure
The Registrant is currently working to mitigate the extent of
any "Year 2000" problems that it may have and that may have an
effect on its business, but the Registrant has not yet completed
this evaluation. However, based upon Management's work to date, it
is not expected that the course to address the problem, if any,
will be material, and it is not expected that the consequences of
incomplete or untimely resolution of the problem will materially
impact the Company's business. The Company has not incurred, and
does not expect to incur, any specific quantifiable cost that can
be directly and solely related to the Year 2000 issue. No
assurance however can be given at this point that the Company will
be Year 2000 compliant or that it will not incur significant
additional expenses pursuing Year 2000 compliance. Furthermore,
the Registrant could be adversely affected by the Year 2000 problem
<PAGE> 8
if computer systems of third parties such as banks, suppliers and
others with whom the Company does business, fail to address the
Year 2000 problem successfully, or timely. In an effort to
evaluate and reduce its exposure in this area, the Registrant
intends to make an inquiry of its vendors and other commercial
partners about their progress in identifying and addressing
problems that their systems may face in correctly processing date
information related to the Year 2000. However, despite its efforts
to date, there can be no assurance that the Year 2000 problem will
not have a material adverse effect upon the Company in the future.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See financial statements and supplementary data attached as
Exhibit 1.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE> 9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a)(b) Identification of Directors and Executive Officers
Name Age Offices Held
Norman H. Becker 61 President/Director
Frank Bauer 54 Vice President/Director
Diane Martini 51 Secretary/Treasurer/Director
Eugene M. Kennedy 61 Director
Robert B. Yeakle 60 Director
(1)(e) Business Experience.
Norman H. Becker has been a director of the Company since July
1, 1987. On January 15, 1993, Mr. Becker was appointed the
Company's President. Mr. Becker was also, since its inception,
officer and a director of Vanderbilt Square Corp., a publicly held
Florida corporation previously affiliated with the Company. Mr.
Becker resigned his position as an officer and director of
Vanderbilt Square Corp. on August 27, 1997 as an aspect of change
of control of that company. Since January, 1985, Mr. Becker has
also been self-employed in the practice of public accounting in
Hollywood, Florida. Mr. Becker is a graduate of City College of
New York (Bernard Baruch School of Business) and is a member of a
number of professional accounting associations including the
American Institute of Certified Public Accountants, the Florida
Institute of Certified Public Accountants and the Dade Chapter of
Florida Institute of Certified Public Accountants.
Frank R. Bauer has been an Officer and a director of the
Company since February 15, 1988 and its Vice President since
January 4, 1993. Mr. Bauer is also President and Chief Executive
Officer of Specialty Device Installers, Inc., a privately held
Florida corporation engaged in outside plant utility and
construction contracting. Mr. Bauer holds the Bachelor of Business
Administration Degree from Stetson University in Deland, Florida.
Diane Martini has been Secretary/Treasurer and a director of
the Company since January 12, 1993. Ms. Martini was also
Secretary/Treasurer of Vanderbilt Square Corp., a former affiliate
of the Company. Ms. Martini resigned her position as an officer
and director of Vanderbilt Square Corp. on August 27, 1997 as an
aspect of change of control of that Company at that time. Ms.
Martini is also President and Chief Executive Officer of Financial
Communications, Inc., a privately held Florida public relations and
<PAGE> 10
business consulting firm. Ms. Martini is married to the Company's
principal shareholder, Ronald A. Martini. See Part IV., Item 12.
Eugene M. Kennedy has been a director of the Company since
March 15, 1989. Mr. Kennedy has also been the Company's legal
counsel since September, 1985. Mr. Kennedy operates his own
private law practice in Fort Lauderdale, Florida. He holds the
Bachelor of Science Degree in Physics from the City University of
New York, has attended the Masters in Business Administration
Program at Adelphi University, in Garden City, New York, and holds
the Juris Doctor Degree from the University of Miami School of Law
in Coral Gables, Florida.
Robert B. Yeakle resigned as an officer of the Company on May
1, 1992. Until that point, he was the Company's President and a
Director and had been since June 22, 1989. Mr. Yeakle continues as
a member of the Company's Board. In January, 1988 Mr. Yeakle
retired from Alexander Proudfoot & Company in West Palm Beach,
Florida, having spent the prior 21 years in various executive
management positions within the Proudfoot organization, to manage
his personal investments. Alexander Proudfoot & Co. is a publicly
held management consulting company traded on the London Stock
Exchange. During April, 1991, Mr. Yeakle returned to Alexander
Proudfoot & Company in an executive capacity and currently devotes
only a minimum of his time to the Company's affairs. Mr. Yeakle
attended the School of Engineering at Rutgers University in New
Brunswick, New Jersey.
ITEM 11. EXECUTIVE COMPENSATION
Compensation
Messrs. Norman H. Becker and Frank Bauer devote approximately
10% of their time, respectively, to the Company's affairs. Ms.
Diane Martini currently devotes approximately 80% of her time to
the Company's affairs. There are no employment agreements in
effect or presently contemplated. The total compensation received
by all Executive Officers of the Company during the year ended
December 31, 1998 was received entirely by Diane Martini and
amounted to $27,000.
<PAGE> 11
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards Payouts
Name and Other Restricted All
Principal Annual Stock Options/ LTIP Other
Position Year Salary Bonus(2) Compensation Awards SARS Payouts Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Norman H. Becker 1997 $ -0- -- -- -- -- -- --
President (1) 1998 $ -0- -- -- -- -- -- --
(since 1/15/93)
Frank Bauer (1) 1997 $ -0- -- -- -- -- -- --
Vice-President 1998 $ -0- -- -- -- -- -- --
President
Diane Martini 1997 $39,000 -- -- -- -- -- --
Secretary/ 1998 $27,000 -- -- -- -- -- --
Treasurer
(since 01/12/93)
All Executive 1997 $39,000 -- -- -- -- -- --
Officers & Former 1998 $27,000 -- -- -- -- -- --
Executive Officers
as a Group (3)
Persons (1)
</TABLE>
(1) Mr. Becker received a total of $18,648 in accounting fees from
the Company during 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(b) Security of Ownership of Management
<TABLE>
<CAPTION>
Name of Amount and Nature Percent
Title of Beneficial of Beneficial of
Class Owner Ownership Class(1)
<S> <C> <C> <C>
Common Stock Diane Martini (2) 135,000 Shares 2.1%
Common Stock Norman H. Becker (2) 341,725 Shares 5.4%
Common Stock Frank R. Bauer 81,500 Shares 1.3%
Common Stock Eugene M. Kennedy 80,000 Shares 1.3%
Common Stock Ronald A. Martini (2) 525,806 Shares 8.4%
Common Stock Robert B. Yeakle 550,000 Shares 8.8%
Common Stock Corp. Invest. Assoc.(2) 977,700 Shares 15.6%
Common Stock All Officers and
Directors as a Group
(5 persons) 1,188,225 Shares 18.9%
</TABLE>
(1) Based upon 6,276,900 shares outstanding at March 15, 1999.
(2) While Ronald A. Martini disclaims beneficial ownership of the
shares of Common Stock owned by Diane Martini and Corporate
Investment Associates, they may be deemed controlled by him.
When aggregated, Mr. Martini may be deemed in control of
1,638,506 shares of the Company's Common Stock, or 27.5% of
the Class.
<PAGE> 12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others
The Company paid a total of $101,478 to various affiliates of
the Company's principal shareholder, Ronald A. Martini, in the
nature of consulting fees, rentals and office and administrative
services. See "Financial Statements - Notes to Consolidated
Financial Statements, Note G".
Certain Business Relationships
During the year ended December 31, 1998, the Company paid its
director, Eugene M. Kennedy, $4,548 in legal fees and costs
reimbursement in connection with legal services rendered to the
Company by his law firm.
In addition, the Company paid its President and director,
Norman H. Becker accounting fees of $18,648.
<PAGE> 13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
ON FORM 8-K
Financial Statements:
Report of Independent Certified Public Accountant.
Consolidated Balance Sheet - December 31, 1998 and
December 31, 1997.
Consolidated Statement of Operations - Three Years Ended
December 31, 1998.
Consolidated Statement of Shareholders' Equity - Three
Years Ended December 31, 1998.
Consolidated Statement of Cash Flows - Three Years Ended
December 31, 1998.
Notes to Consolidated Financial Statements.
2. Schedules:
All other financial statements not listed have been
omitted since the required information is included in the
financial statements or the notes thereto, or is not
applicable or required.
Exhibits:
Articles of Incorporation and By-Laws:
Articles of Incorporation and By-Laws incorporated by
reference to the filing of the original registration
statement on Form S-18.
<PAGE> 14
Instruments defining the rights of security holders,
including indentures:
Not applicable.
Voting Trust Agreement:
Not applicable.
Material Contracts:
Not applicable.
Statement Re: Computation of per share income (loss):
See Note "A"., Notes to Consolidated Financial Statements
and Statement of Operations Three Years Ended December
31, 1998.
Statements RE: Computation of Ratios:
Not applicable.
Annual Report to Security Holders, Form 10-Q or quarterly
report to security holders:
Not applicable.
Letter re: Change in accounting principles:
Not applicable.
Previously unfiled documents:
Not applicable.
Other Documents or Statements to Security Holders:
Not applicable.
Subsidiaries of the Registrant:
Corrections Services International, Inc.
Published report regarding matters submitted to vote of
Security Holders:
Not applicable.
<PAGE> 16
Consents of experts and counsel:
Not applicable.
Power of Attorney:
Not applicable.
Additional Exhibits:
The Registrant filed no current reports on Form 8-K
during the fourth quarter of 1998.
On February 26, 1999, the Registrant filed a current
report on Form 8-K dated February 8, 1999 and reporting
the Registrant's acquisition of fifteen (15%) percent of
the Capital Stock of Physicians Acceptance Corporation.
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Fort Lauderdale, State of Florida, on the 7th day
of April, 1999.
CORRECTIONS SERVICES, INC.
BY:/s/Norman H. Becker
Norman H. Becker, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates
indicated.
Signatures Title Date
(i) Principal Executive Officer President April 7, 1999
/s/Norman H. Becker
Norman H. Becker
(ii) Principal Financial and Secretary April 7, 1999
Accounting Officer
/s/Diane Martini
Diane Martini
(iii) A Majority of the Board of
Directors
/s/Frank Bauer Director April 7, 1999
Frank Bauer
/s/Norman H. Becker Director April 7, 1999
Norman H. Becker
Director _______, 1999
Eugene M. Kennedy
Director _______, 1999
Robert B. Yeakle
CONTENTS
PAGE
INDEPENDENT AUDITOR'S REPORT . . . . . . . . . . . . . . . . . . . . . . 1
CONSOLIDATED BALANCE SHEETS. . . . . . . . . . . . . . . . . . . . . . . 2
CONSOLIDATED STATEMENTS OF OPERATIONS. . . . . . . . . . . . . . . . . . 3
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY. . . . . . . . . . . . . 4
CONSOLIDATED STATEMENTS OF CASH FLOWS. . . . . . . . . . . . . . . . . . 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . .6 - 11
<PAGE>
Board of Directors
Corrections Services, Inc. and Subsidiary
Fort Lauderdale, Florida
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying consolidated balance sheets of
Corrections Services, Inc. and Subsidiary as of December 31, 1998
and 1997, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years
ended December 31, 1998. These consolidated financial statements
are the responsibility of the Company's management. My
responsibility is to express an opinion on these consolidated
financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated
financial statement presentation. I believe that my audits provide
a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Corrections Services, Inc. and Subsidiary as
of December 31, 1998 and 1997, and the results of its consolidated
operations and its consolidated cash flows for the three years
ended December 31, 1998, in conformity with generally accepted
accounting principles.
Thomas W. Klash
Certified Public Accountant
Hollywood, Florida
February 11, 1999
<PAGE>
CORRECTIONS SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
ASSETS
1998 1997
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 73,593 $ 464,577
Investment in marketable securities 771,283 974,660
Accounts receivable - trade - net of
allowance for uncollectible accounts
of $2,500 in 1997 - 43,102
Dividends receivable 28,223 14,989
Note receivable - Current:
Affiliate 65,000 4,818
Other - 37,657
Net investment in direct financing
Leases - current - 3,765
Accrued interest receivable 181 4,560
Inventory - 131,911
Other 5,166 4,902
Total Current Assets 943,446 1,684,941
PROPERTY AND EQUIPMENT - 202 1,102
NOTES RECEIVABLE - Non-Current:
Affiliate - 10,379
Other - 55,259
NET INVESTMENT IN DIRECT FINANCING
LEASES - Non-Current - 4,788
OTHER 1,671 2,169
$ 945,319 $1,758,638
</TABLE>
See accompanying notes to consolidated financial statements.
-2(a)-
<PAGE>
CORRECTIONS SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
1998 1997
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 2,035 $ 49,283
Deferred revenue - 43,015
Total Current Liabilities 2,035 92,298
SHAREHOLDERS' EQUITY
Common stock $.0001 par value;
10,000,000 shares authorized;
7,276,900 shares issued in 1998 and 1997
5,966,975 shares outstanding at
December 31, 1998 and 7,216,900 shares
outstanding at December 31, 1997 728 728
Additional paid-in capital 2,821,667 2,821,667
Accumulated deficit (1,289,384) (1,137,022)
1,533,011 1,685,373
Less treasury stock, 1,309,925 shares
at December 31, 1998 and 60,000
shares at December 31, 1997, at cost (589,727) (19,033)
Total shareholders' equity 943,284 1,666,340
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 945,319 $ 1,758,638
</TABLE>
-2(b)-
<PAGE>
CORRECTIONS SERVICES, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE YEARS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
1998 1997* 1996*
<S> <C> <C> <C>
REVENUES:
Dividends and interest $ 88,825 $ 72,934 $ 41,179
Realized and unrealized gain
(loss) on marketable
securities (50,987) (71,974) 52,225
37,838 960 93,404
OPERATING EXPENSES:
General and administrative 253,611 314,452 290,426
(LOSS) FROM CONTINUING
OPERATIONS (215,773) (313,492) (197,022)
OTHER INCOME (EXPENSE):
Loss on sale of electronic
monitoring business (18,402) - -
Income or (loss) from
discontinued operations 81,813 175,733 310,025
63,411 175,733 310,025
NET INCOME (LOSS) $ (152,362) $ (137,759) $ 113,003
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,804,336 5,936,893 5,126,900
BASIC INCOME (LOSS)PER
COMMON SHARE:
Continuing operations $ (.02) $ (.05) $ .02
Discontinued operations - .03 -
Net income (loss) $ (.02) $ (.02) $ .02
</TABLE>
*Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
CORRECTIONS SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
THREE YEARS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock
$.0001 Par Value Additional
Authorized 10,000,000 Shares Paid-In Accumulated Treasury
Shares Amount Capital (Deficit) Stock Total
<S> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1995 5,126,900 $ 528 $ 2,095,391 $(1,112,266) $ (26,650) $ 957,003
Net income for the period - - 113,003 - 113,003
Balance - December 31, 1996 5,126,900 528 2,095,391 (999,263) (26,650) 1,070,006
Purchase of treasury shares (522,500) - - - (94,985) (94,985)
Sale of treasury shares 462,500 - - - 75,952 75,952
Acquisition of:
Hi-Tech Leasing 2,000,000 200 736,788 - - 736,988
Professional
Programmers, Inc. 150,000 - (10,512) - 26,650 16,138
Net loss for the period - - - (137,759) - (137,759)
Balance - December 31, 1997 7,216,900 728 2,821,667 (1,137,022) (19,033) 1,666,340
Proceeds from disposition
of subsidiary (1,309,925) - - - (589,727) (589,727)
Sale of treasury shares 60,000 - - - 19,033 19,033
Net loss for the period - - - (152,362) - (152,362)
Balance - December 31, 1998 5,966,975* $ 728 $ 2,821,667 $(1,289,384) $ (589,727) $ 943,284
</TABLE>
* Shown on the accompanying
Balance Sheet as follows:
Issued: 7,276,900
Treasury shares (1,309,925)
5,966,975
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
CORRECTIONS SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
1998 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $(152,362) $(137,759) $ 113,003
Adjustments to reconcile
net income (loss) to net cash
(used in) provided by
operating activities:
Depreciation 1,523 1,962 2,692
Equity in loss of
sold subsidiaries 32,801 - -
(Gain) loss on sale of marketable
securities (28,192) (60,781) (140,450)
Allowance for market decline
of securities 64,898 132,755 88,225
Write off uncollectable notes - - 10,500
Loss on sale of electronic
monitoring business 18,402 - -
Change in operating assets
and liabilities (net of
business sold):
(Increase) decrease in
trade accounts receivable 31,137 19,608 (2,420)
Decrease (increase) in inventories 29,559 (4,656) 21,426
(Increase) Decrease in accounts
receivable - other (17,547) 15,811 (1,705)
(Increase) Decrease in accrued
interest receivable 2,099 (4,560) -
(Increase) Decrease in other assets (259) (152) (253)
(Decrease) increase in accounts
payable and accrued expenses (31,154) (11,577) (11,942)
Increase (decrease) in
deferred revenue (7,865) (31,215) 16,799
Purchase of marketable securities (269,115) (360,240) (745,411)
Proceeds from sale of
marketable securities 151,301 402,017 725,697
Total adjustments (22,412) 98,972 (36,842)
Net cash provided by (used in)
operating activities (174,774) (38,787) 76,161
</TABLE>
Continued on next page
-5(a)-
<PAGE>
CORRECTIONS SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 1998
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Continued)
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM INVESTING
ACTIVITIES:
Advances on notes
receivable - affiliate $ (95,000) $ - $ -
Advances on notes
receivable - other - (78,958) -
Principal collection of
notes receivable - affiliate 30,000 1,897 -
Principal collection of
notes receivable - other - 28,482 -
Principal collection of direct
financing leases - 1,482 -
Purchase of property and equipment (2,365) - (868)
Proceeds from sale of subsidiary 3,378 - -
Proceeds from sale of electronic
monitoring business 63,000 - -
Net cash (used in)
financing activities (987) (47,097) (868)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of treasury stock - 16,138 -
Issuance of common stock - 197,645 -
Purchase of treasury stock (199,070) - -
Sale of subsidiary (16,153) - -
Net cash provided by (used in)
financing activities (215,223) 213,783 -
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (390,984) 127,899 75,293
CASH AND CASH EQUIVALENTS -
Beginning of year 464,577 336,678 261,385
End of year $ 73,593 $ 464,577 $336,678
</TABLE>
See accompanying notes to consolidated financial statements.
-5(b)-
<PAGE>
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Capitalization - Corrections Services, Inc.
(the "Company") was incorporated under the laws of the State
of Florida on September 14, 1984. The Company's articles of
incorporation originally provided for the issuance of 100
shares of common stock, with a par value of $5 per share. On
November 13, 1985, the authorized number of shares was
increased to 10,000,000 shares, with a par value of $.0001 per
share. In that connection, the 100 shares of common stock
outstanding prior to that date were exchanged for 2,115,000
shares.
General - On August 31, 1998, the Company sold its interest in
its electronic monitoring business and is presently seeking
merger opportunities.
Principles of Consolidation - The consolidated financial
statements include the accounts of the Company, and its
wholly-owned subsidiaries, Corrections Systems International,
Inc., Professional Programmers, Inc. and Hi-Tech Leasing, Inc.
from the date of their acquisition. Professional Programmers,
Inc. and Hi-Tech Leasing, Inc. are included through the date
of their disposition. All significant intercompany accounts
and transactions have been eliminated.
Cash and Cash Equivalents - For purposes of the balance sheet
and statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.
Investment in Marketable Securities - The Company's investment
in marketable securities consists of trading securities which
are carried at market value in the accompanying balance
sheets. Unrealized gains and losses resulting from
fluctuations in market price are reflected in the statement of
operations.
Property and Equipment - Property and equipment is recorded at
cost. Depreciation is computed using the straight-line method
over the five year estimated useful lives of the assets.
Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statement and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
-6-
<PAGE>
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings (Loss) per Share - In 1997, the financial accounting
standards board issued SFAS No. 128, earnings per share.
Basic earnings (loss) per share is computed by dividing income
(loss) available to common shareholders by the weighted
average number of common shares outstanding for the year.
Income Taxes - Deferred taxes are provided on the "liability"
method whereby deferred tax assets are recognized for
operating loss carryforwards. Deferred tax assets are reduced
by a valuation allowance, when, in the opinion of management,
it is more likely than not that some portion or all of the
deferred tax asset will not be realized.
NOTE B - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Leasehold improvements $ - $ 3,170
Office furniture and equipment 54,846 59,704
Computer and monitoring
equipment - 79,429
54,846 142,303
Less accumulated depreciation
and amortization 54,644 141,201
$ 202 $ 1,102
</TABLE>
NOTE C - NOTE RECEIVABLE - AFFILIATE
Notes Receivable Affiliates consists of the following:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
10% Unsecured Note. Due on
demand to a company related
by common officers and
shareholders $ 20,000 $ -
10% Unsecured Note. Due on
demand from the company who
acquired the home monitoring
business of the Company. The
companies are also affiliated
by common officers and
shareholders 45,000 -
</TABLE>
-7-
<PAGE>
NOTE C - NOTE RECEIVABLE - AFFILIATE (Cont'd)
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
8% Note Receivable. Due from
an individual who is an officer
and director of the Company.
Collateralized by a vehicle.
Payable in monthly installments
of $488, including interest,
though November 15, 2000. - 15,197
65,000 15,197
Noncurrent portion - (10,379)
$ 65,000 $ (4,818)
</TABLE>
Interest earned on notes amount to $2,195 in 1998 and $545 in
1997.
NOTE D - NOTES RECEIVABLE - OTHER
Notes receivable - other - consist of the following:
1997
10% Notes Receivable - Collateralized
by transportation and other equipment.
Payments are due in various monthly
installments through November 1, 2000 $ 71,599
10% Unsecured Notes Receivable - Due
on demand from various individuals 21,317
92,916
Noncurrent portion 37,657
$ 55,259
Interest earned on notes receivable - other amounted to $9,707
in 1998 and $3,886 in 1997.
-8-
<PAGE>
NOTE E - INCOME TAXES
Components of deferred tax benefits are as follows:
Current Tax Asset
Allowance for market decline
of equity securities $ 80,616
Total Current Tax Benefit 80,616
Non-Current Tax Asset
Tax loss carry forward $ 159,106
Total Non-current Benefit 159,106
Total Current and
Noncurrent Tax Benefit 239,722
Valuation Allowance (239,722)
Net Deferred Tax Assets $ -
At December 31, 1998, management is unable to predict
profitable operations for the Company in the future.
Accordingly, a 100% valuation allowance has been provided.
At December 31, 1998, the Company had available net operating
loss carryforwards, for tax reporting purposes, of
approximately $840,000 expiring through 2008.
NOTE F - RELATED PARTY TRANSACTIONS
Professional and Consulting Fees - the Company paid officers,
directors, shareholders and affiliates professional and
consulting fees amounting to $71,296 in 1998, $96,277 in 1997,
and $75,023 in 1996.
Office Expense - Office expenses were paid to shareholders
and/or entities affiliated through common officers, directors
and shareholders amounting to $20,400 in 1998, $10,200 in
1997, and $5,817 in 1996.
Rent Expense - Rentals paid to entities having officers,
directors and shareholders in common with the Company amounted
to $31,800 in 1998, $21,000 in 1997 and 1996.
-9-
<PAGE>
NOTE G - INVESTMENTS IN MARKETABLE EQUITY SECURITIES
At December 31, 1998, the Company's investment in marketable
equity securities consisted entirely of trading securities as
follows:
<TABLE>
<CAPTION>
Market
Cost Value
<S> <C> <C>
December 31, 1998 $1,164,533 $ 771,283
December 31, 1997 $1,294,142 $ 974,660
</TABLE>
Unrealized losses on market values amounted to $393,250 at
1998, $132,755 at 1997, and $88,225 at 1996.
NOTE H - CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of temporary
cash investments, investments in marketable securities and
accounts receivable. The Company places its cash investments
and investments in marketable securities with high quality
institutions and limits the amount of credit exposure to any
one institution or investee.
NOTE I - FAIR VALUE OF FINANCIAL INSTRUMENTS
The following summarizes the major methods and assumptions
used in estimating the fair values of financial instruments:
Cash and Cash Equivalent - The carrying amount approximates
fair value due to the liquidity of these financial
instruments.
Investments - The fair value of investments are based upon
quoted market prices for those investments.
NOTE J - INVESTMENT IN WHOLLY-OWNED SUBSIDIARIES
On July 28, 1997 the Company issued 2,000,000 shares of
authorized but previously unissued restricted common stock to
a former affiliate, Vanderbilt Square Corp. ("Vanderbilt") in
exchange for Hi-Tech Leasing, Inc., a 100% owned subsidiary of
Vanderbilt. Fair value of the common shares issued
approximated the net assets acquired.
-10-
<PAGE>
NOTE J - INVESTMENT IN WHOLLY-OWNED SUBSIDIARIES (Cont'd)
On August 31, 1998, the Company sold its interest in Hi-Tech
Leasing, Inc. to certain shareholders for 1,309,925 shares of
the Company's restricted common stock. The Company valued the
stock received at $.45 per share, which approximated market
value.
The Company's earnings and cash flows include the operation of
Hi-Tech Leasing, Inc. through the date of sale, August 31,
1998.
On September 30, 1997, the Company acquired 100% ownership of
Professional Programmers, Inc. ("PPI"), an inactive subsidiary
of Vanderbilt, in settlement of a receivable of $16,152. On
August 31, 1998, the Company sold Professional Programmers
Inc. to principal shareholders for $3,378 cash. The Company's
earnings and cash flows include the operation of Professional
Programmers, Inc. through the date of sale, August 31, 1998.
Supplemental Cash Flow Information - The Company issued common
stock with a fair value of $731,000 in exchange for its
investment in Hi-Tech Leasing, Inc.
NOTE K - DISCONTINUED OPERATIONS
On August 31, 1998, the Company sold its electronic monitoring
business to PPI for a cash payment of $63,000. The sale
resulted in a loss of $18,402.
Revenues applicable to discontinued operations were:
1998 $221,421
1997 $342,592
1996 $552,441
Income taxes applicable to income from discontinued operations
were offset by the Company's net operating loss carryforward.
NOTE L - SUBSEQUENT EVENT
On February 8, 1999, the Company purchased 15% of the
outstanding common stock of Physician's Acceptance
Corporation, for cash payment of $150,000. The Company intends
to acquire the remaining outstanding common stock of
Physician's Acceptance Corporation upon completion of due
diligence procedures and formulation of a definitive
agreement.
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Balance
Sheet, Statement of Operations, Statements of Cash Flows and Notes thereto
incorporated in Part II, Item 8. of this Form 10-K and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 73,593
<SECURITIES> 771,283
<RECEIVABLES> 93,404
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 943,446
<PP&E> 54,846
<DEPRECIATION> 54,644
<TOTAL-ASSETS> 945,319
<CURRENT-LIABILITIES> 2,035
<BONDS> 0
0
0
<COMMON> 728
<OTHER-SE> 1,532,283
<TOTAL-LIABILITY-AND-EQUITY> 945,319
<SALES> 0
<TOTAL-REVENUES> 37,838
<CGS> 0
<TOTAL-COSTS> 253,611
<OTHER-EXPENSES> 18,402
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (152,362)
<INCOME-TAX> 0
<INCOME-CONTINUING> (152,362)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (152,362)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
