AVALON CORRECTIONAL SERVICES INC
10QSB/A, 2000-05-12
FACILITIES SUPPORT MANAGEMENT SERVICES
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               AMENDED FORM 10-QSB

              QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended March 31, 2000


                       Commission File Number: 0-20307


                      AVALON CORRECTIONAL SERVICES, INC.
                   (Exact name of small business issuer as
                          specified in its charter)


     Nevada                                          13-3592263
(State of Incorporation)                     (I.R.S. Employer I.D. Number)

              13401 Railway Drive, Oklahoma City, Oklahoma 73114
                   (Address of principal executive offices)

                                (405) 752-8802
                         (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange  Act during  the past 12 months  (or such  shorter
period  as the  registrant  was  required  to file such  reports),  and (2) been
subject to such filing requirements for the past 90 days:

                              Yes    X    No ___

    As of April 15, 2000, 4,715,630 shares of the issuer's Class A common
             stock, par value $.001, were issued and outstanding.

        Transitional Small Business Disclosure Format: Yes ___; No X .





<PAGE>


                        PART I - FINANCIAL INFORMATION
             AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS


                                               March 31,         December 31,
                                                 2000                1999
                                            ---------------     ---------------
ASSETS                                        (Unaudited)
Current assets:
  Cash and cash equivalents                 $       657,000     $       601,000
  Related party receivables                         230,000             294,000
  Accounts receivable, net                        2,415,000           2,174,000
  Current maturities of notes receivable              3,000              31,000
  Prepaid expenses and other                        100,000             360,000
                                            ---------------     ---------------
      Total current assets                        3,405,000           3,460,000
Property and equipment, net                      29,866,000          29,552,000
Other assets                                      5,354,000           5,428,000
                                            ---------------     ---------------
      Total assets                          $    38,625,000     $    38,440,000
                                            ===============     ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable, accrued                 $       939,000     $     1,395,000
    liabilities and other
  Current maturities of long-term debt            1,483,000           1,150,000
                                             ---------------     ---------------
      Total current liabilities                   2,422,000           2,545,000
Long-term debt, less current                     25,580,000          25,554,000
   maturities
Convertible debentures                            3,850,000           3,850,000
                                            ---------------     ---------------
      Total liabilities                          31,852,000          31,949,000
Redeemable Common Stock, $.001 par value
     1,622,448 shares issued and                  3,945,000           4,124,000
     outstanding
Stockholders' equity:
  Common stock:

      Par value $.001; 20,000,000 shares
      authorized; 4,715,630 shares and
      4,715,630 shares issued and outstanding,
      less 1,622,448 shares subject to
      repurchase.                                     3,000               3,000


      Stock to be issued, 50,000 shares              67,000                 ---

  Preferred stock; par value $.001;                     ---                 ---
      1,000,000 shares authorized; none
      issued
  Paid-In capital                                 6,865,000           6,686,000
  Accumulated deficit                           (4,107,000)         (4,322,000)
                                            ---------------     ---------------
      Total liabilities and                 $    38,625,000     $    38,440,000
      stockholders' equity                  ===============     ===============




        The accompanying notes are an integral part of these consolidated
                           financial statements.


                                   Page 1
<PAGE>

               AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)





                                              For the Three Months
                                                Ended March 31,

                                             2000                 1999
                                      ---------------      ---------------

Revenues                              $     5,248,000      $     2,427,000
                                      ---------------      ---------------
Costs and expenses
  Direct operating                    $     3,517,000      $     1,505,000
  General and administrative                  393,000              330,000
  Development Costs                               ---              222,000
  Depreciation and amortization               334,000              185,000
  Interest expense                            789,000              452,000
                                      ---------------      ---------------
Income (loss) from continuing
 operations before income tax
 expense(benefit)                     $       215,000      $     (267,000)
 Income tax expense (benefit)                    ---                  ---
                                      ---------------      ---------------
Income (loss) before                  $       215,000      $     (267,000)
 extraordinary item                    ---------------      ---------------
Extraordinary loss from early
 retirement of debt                               ---             (35,000)
                                      ---------------      ---------------
Net income (loss)                     $       215,000      $     (302,000)
                                      ===============      ===============
Basic and diluted income (loss)
per share:
 Income (loss) before extraordinary   $          0.05      $       (0.05)
 loss
 Extraordinary loss from early
 retirement of debt                               ---              (0.01)
                                      ---------------      ---------------
Net income (loss) per share,          $          0.05      $        (0.06)
basic and diluted                     ===============      ===============

Weighted average number of
common and common equivalent shares
outstanding:
     Basic                                  4,715,630            4,665,790
                                      ===============      ===============
     Diluted                                4,741,430            4,665,790
                                      ===============      ===============














The accompanying notes are an integral part of these consolidated financial
                                statements.


                                   Page 2
<PAGE>


               AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                (Unaudited)

                                           For the three months ended March  31,

                                                  2000                1999
                                             ---------------     ---------------
OPERATING ACTIVITIES:
  Net income (loss)                          $       215,000     $     (302,000)
  Adjustments to reconcile net loss to
  net cash provided by (used for)
  operating activities
     Depreciation and amortization                   334,000             185,000
     Amortization of debt issue costs                 67,000              42,000
     Writeoff of development and                         ---               3,000
      acquisition costs
     Extraordinary loss on early                         ---              35,000
      retirement of debt
     Changes in operating assets and
      liabilities:
        Decrease (increase) in -
           Accounts receivable                     (177,000)           (159,000)
           Prepaid expenses and other                334,000               3,000
        Increase (decrease) in accounts
           payable,  accrued liabilities
           and other                              (456,000)             116,000
                                             ---------------     ---------------
   Net cash provided by operating            $       317,000     $      (77,000)
     activities
                                             ---------------     ---------------
INVESTING ACTIVITIES:
  Capital Expenditures                       $     (715,000)     $   (5,140,000)
  Proceeds from short-term investments                                 5,919,000
  Proceeds from payments on notes                     28,000               4,000
   receivable                                ---------------     ---------------
     Net cash used in investing              $     (687,000)     $       783,000
     activities
                                             ---------------     ---------------
FINANCING ACTIVITIES:
  Payment of loan fees and deferred costs    $           ---     $     (637,000)
  Deposit of escrow funds                                ---           (748,000)
  Proceeds from borrowings                         5,332,000           1,775,000
  Repayment of borrowings                         (4,973,000)        (5,077,000)
  Proceeds from warrant and option                    67,000              8,000
    exercise                                 ---------------     ---------------
     Net cash provided by financing          $       426,000     $   (4,679,000)
      activities
                                             ---------------     ---------------
NET INCREASE (DECREASE) IN CASH              $        56,000     $   (3,973,000)
CASH, BEGINNING OF PERIOD                            601,000           5,181,000
                                             ---------------     ---------------
CASH, END OF PERIOD                          $       657,000     $     1,208,000
                                             ===============     ===============


The accompanying notes are an integral part of these consolidated financial
                                statements.




                                   Page 3

<PAGE>

             AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Nature of Business -

     Avalon Correctional  Services,  Inc. ("Avalon" or the "Company")  (formerly
Avalon Community  Services,  Inc.) is an owner and operator of private community
correctional  services.  Avalon specializes in privatized community correctional
facilities and intensive correctional programming. Avalon is currently operating
in  Oklahoma,  Texas  and  Colorado  with  plans to  significantly  expand  into
additional states. Avalon's business strategy is designed to elevate the Company
into a dominant  provider of community  correctional  services by expanding  its
operations  through new state and Federal contracts and selective  acquisitions.
Avalon owns a 250-bed minimum security facility in Oklahoma City,  Oklahoma,;  a
252-bed minimum security facility in Tulsa,  Oklahoma,;  a 150-bed adult minimum
security facility in Tulsa,  Oklahoma;  a 150-bed medium security facility in El
Paso,  Texas; a 300- bed medium security  facility in El Paso,  Texas; a 160-bed
medium security  juvenile  facility in Union City,  Oklahoma;  a 135-bed minimum
security  facility  in  Henderson,  Colorado;  and a  300-bed  minimum  security
multi-use facility in Greeley,  Colorado.  Avalon also operates a 35-bed minimum
security facility in Denver,  Colorado, and a day reporting center in Northglen,
Colorado.   The   Colorado   community   corrections   programs   also   provide
non-residential  services  to  approximately  800  offenders  in  the  State  of
Colorado.

Principles of Consolidation -

     The consolidated  financial  statements include the accounts of the Company
and its wholly-owned subsidiaries after elimination of all material intercompany
balances and transactions.

Use of Estimates -

     The preparation of the consolidated  financial  statements requires the use
of management's  estimates and assumptions in determining the carrying values of
certain  assets  and  liabilities  and  disclosures  of  contingent  assets  and
liabilities  at the  date  of the  consolidated  financial  statements  and  the
reported amounts for certain revenues and expenses during the reporting  period.
Actual results could differ from those estimated.

Cash and Cash Equivalents -

     The  Company   considers  all  highly  liquid   investments  with  original
maturities  of three months or less when  purchased and money market funds to be
cash equivalents.

Investments -

     The Company  accounts for certain  investments  in debt  securities  in the
following manner.  Debt securities the Company has a positive intent and ability
to hold to  maturity  are  classified  as  held-to-maturity  securities  and are
reported at amortized cost. Debt securities  bought and held principally for the
purpose of selling in the near term are  classified  as trading  securities  and
reported at fair value,  with unrealized  gains and losses included in earnings.
Debt securities not classified as either held-to- maturity securities or trading
securities are classified as available-for-sale  securities and reported at fair
value,  with  unrealized  gains and losses,  net of tax effects,  excluded  from
earnings and reported in other comprehensive  income. The Company has classified
its entire debt securities portfolio as held-to-maturity securities.

     Declines in the fair value of individual securities below cost or amortized
cost that are other than temporary  result in write-downs  included in earnings.
The  specific  identification  method is  followed  in  determining  the cost of
securities sold.

Concentrations of Credit Risk -

     Financial instruments  potentially subjecting the Company to concentrations
of credit risk consist  principally  of  temporary  cash  investments,  accounts
receivable  and  notes  receivable.   The  Company  places  its  temporary  cash

                               Page 4

<PAGE>

investments  with high credit quality  financial  institutions  and money market
funds and limits the amount of credit  exposure to any one  institution or fund.
Concentrations  of credit risk with respect to accounts  receivable  are limited
due to the fact that a significant portion of the Company's receivables are from
state governments.  The Company maintains an allowance for doubtful accounts for
potential credit losses. Actual bad debt expenses have not been material. Credit
risk on a note receivable is partially mitigated by the collateralization of the
note by second lien on real estate.

Property and Equipment -

     Property  and  equipment  are  recorded  at cost.  Expenditures  for  major
additions  and   improvements  are   capitalized,   while  minor   replacements,
maintenance  and repairs are charged to expense as incurred.  When  property and
equipment is retired or otherwise disposed of, the cost and related  accumulated
depreciation  are removed from the accounts  and any  resulting  gain or loss is
reflected   in  current   operations.   Depreciation   is  provided   using  the
straight-line method over the following estimated useful lives:

               Buildings and Improvements                     40 Years
               Furniture and Equipment                    5 to 7 Years
               Transportation Equipment                  3 to 15 Years

     Impairment  losses are recorded on  long-lived  assets when  indicators  of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying  amounts.  Impairment  losses
are recognized based upon the estimated fair value of the asset when required.

Income Taxes -

     Deferred  income taxes are  recognized for the tax  consequences  in future
years of differences  between the tax bases of assets and  liabilities and their
financial  reporting  amounts at each  year-end  based on  enacted  tax laws and
statutory  tax rates  applicable  to the  period in which  the  differences  are
expected to affect taxable income.  Valuation  allowances are  established  when
necessary to reduce  deferred tax assets to the amount  expected to be realized.
Income tax expense is the tax  payable for the period and the change  during the
period in deferred tax assets and liabilities.

Revenue Recognition -

     The Company  recognizes  revenues as services  are  provided.  Revenues are
generally  earned  based  upon the  number of inmates on a per diem basis at the
Company's  correctional  facilities.  Correctional revenues are received monthly
from various governmental agencies.

Development Costs -

     Pursuant to Statement of Position 98-5  "Reporting on the Costs of Start Up
Activities",  the Company expenses development and new facility opening costs as
incurred.

Net Income (Loss) Per Common Share -

     Basic  income  (loss) per share has been  computed on the basis of weighted
average shares outstanding during each period. Diluted income per share has been
computed  based on the  assumption  that all  dilutive  options and warrants are
exercised.

Interim Financial Statements  -

     The  consolidated  balance sheet as of March 31, 2000 and the statements of
operations and cash flows for the three months ended March 31, 2000 and 1999 are
unaudited and, in the opinion of management,  reflect all  adjustments  that are
necessary for a fair presentation of the financial  position as of such date and
the results of  operations  and cash flows for the period  then ended.  All such
adjustments are of a normal and recurring nature.

     The financial  statements  included herein have been prepared in conformity
with generally accepted accounting  principles and should be read in conjunction
with the December 31, 1999 Form 10-KSB filing.  Footnote disclosures which would
substantially  duplicate  the  disclosure  contained  in the most recent  annual
report on Form 10-KSB have been condensed or omitted.  The results of operations
for the three months ended March 31, 2000, are not necessarily

                                   Page 5
<PAGE>

indicative  of the  results  that may be  expected  for the  entire  year  ended
December 31, 2000.

NOTE 2.  LONG-TERM DEBT

   Long-term debt consists of the following:
                                                 March 31,     December 31,
                                                   2000            1999
                                             ---------------- ---------------
Revolving bank line of credit,                $       598,000 $       110,000
collateralized by accounts receivable,
with interest at 1% over prime (effective
rate of 10% at March  31, 2000); due Feb
2004.

Notes payable to banks, collateralized
by transportation equipment due in
installments through March 2012
with interest ranging from 4.90%
to 9.49%                                             788,000         822,000

Notes payable to banks, collateralized by
land, buildings, and improvements due in
installments through June 2012 with
interest ranging from 8.95% to 11%.               15,362,000      15,448,000

Note payable to an investment company,
uncollateralized with interest at 12.5%,
due in four installments beginning in
2005, including original issue premium             10,315,000      10,324,000

                                             ---------------- ---------------
                                             $     27,063,000 $    26,704,000
Less - current maturities                    $      1,483,000 $     1,150,000
                                             ---------------- ---------------
                                             $     25,580,000 $    25,554,000
                                             ================ ===============

     The  Company   completed  a  senior  credit  facility  with  Fleet  Capital
Corporation on February 25, 1999. The Company utilized existing cash reserves in
February 1999 to retire $5,053,000 in existing  indebtedness upon the completion
of the senior credit  facility.  The difference  between the Company's  carrying
value  of debt and the  amounts  paid to  extinguish  the  debt  resulted  in an
extraordinary loss of $35,000 recognized in 1999. The senior credit facility has
certain financial  covenants  requiring the Company to maintain certain earnings
and financial ratios among other things.

     The Company  completed a $15,000,000  private  placement of debt and equity
with an investment  company on September 16, 1998.  Pursuant to the terms of the
agreement, the Company tendered an unsecured subordinated note with a face value
of  $10,000,000  bearing  interest of 12.5% with  interest  payable in quarterly
installments until December 31, 2005, when the first of four quarterly principal
installments  are due. The Company also tendered  1,622,448 shares of redeemable
common stock to the investment  company.  These shares are subject to repurchase
by the Company under certain  circumstances,  or beginning September 16, 2003 at
the holders option,  at the then current average traded price of the stock.  The
Company  is  amortizing  the  difference  between  the  carrying  value  and the
estimated  redemption  price of the  stock by  periodic  charges  /  credits  to
additional paid-in capital.  The financial covenants require the Company,  among
other things, to maintain certain earnings and debt coverage ratios.

     The Company  obtained an independent  fair value  appraisal of the debt and
equity instruments reflecting a fair value allocation of the debt of $10,365,000
and the fair value allocation of the redeemable common stock of $4,635,000.  The
original  issue premium of $365,000 is being accreted as a reduction of interest
expense  over the term of the debt  instrument.  Debt issue costs of  $1,654,000
(including $266,000  representing the fair value of warrants issued to financial
advisors) have been allocated to the debt and redeemable common stock based upon
their fair values.  Costs of $511,000  allocated to the redeemable  common stock
reduced its original book value to $4,124,000.  Costs of $1,143,000 allocated to
the debt  instrument  are  included in other  assets and are being

                                   Page 6

<PAGE>

amortized  to interest  expense over the life of the debt  instrument  using the
effective interest method.

NOTE 3.  CONVERTIBLE DEBENTURES

     The Company  completed a private  placement of  $4,150,000  of  convertible
debentures on September 12, 1997. The  convertible  debentures  bear interest at
7.5% and  mature on  September  12,  2007.  The  convertible  debentures  may be
redeemed  by the  Company at any time after  May,  2000 at 106.5% of  principal,
declining to 100% at maturity.  The convertible  debentures are convertible into
common  stock  at  $3.00  per  share  at any  time  until  their  maturity.  The
convertible debenture holders signed agreements to subordinate the debentures to
the  $10,000,000  face value note  issued on  September  16,  1998.  The Company
redeemed $300,000 of convertible debentures at face value in September 1998.


NOTE 4.  STOCKHOLDERS' EQUITY

     The Company  completed a private  placement  in August  1994,  of 1,000,000
shares of common  stock and  1,000,000  Class C stock  purchase  warrants and an
additional  100,000  shares of common stock and 100,000  Class C stock  purchase
warrants were reserved for underwriters. The Company issued an additional 25,000
and 165,000 Class C stock purchase warrants, respectively, in 1997 and 1996. The
Company has issued 452,500 shares of common stock upon the exercise of the Class
C stock  purchase  warrants  through March 31, 2000.  Warrants  totaling  50,000
shares were  exercised  during the three  months  ending  March 31, 2000 and the
remainder expired March 31, 2000.

     The Company issued 200,000 Class D stock purchase  warrants in August 1996,
in  connection  with  the  acquisition  of the  El  Paso  Intermediate  Sanction
Facility.  The Class D stock purchase  warrants  provide for the purchase of the
Company's common stock at any time until their expiration at August 2, 2001. The
exercise  price of the class D warrants is $4.20 per share as of March 31, 2000.
The warrants  may be redeemed by the Company  upon  certain  events for $.01 per
share.

     The Company  issued  Class E Warrants to purchase  79,000  shares of Common
Stock in September 1997, in connection with the private placement of Convertible
Debentures. The Company recognized $148,000 of cost based upon the difference in
the exercise  price of the Class E warrants and the current  market price of the
common stock on the date of issuance.  This cost was recorded as debenture issue
costs and is  classified  in other assets on the balance  sheet.  The  debenture
issue cost is amortized to expense over the term of the convertible  debentures.
The Class E stock  purchase  warrants  provide for the purchase of the Company's
common stock at a price of $3.00 per share at any time until their expiration at
August 2, 2001.  The warrants may be redeemed by the Company upon certain events
for $.01 per share.

     The Company issued 200,539 stock purchase warrants to financial advisors in
September 1998, in connection with the $15,000,000 private placement.  The stock
purchase  warrants provide for the purchase of the Company's common stock at any
time until  their  expiration  at  September  2002.  The  exercise  price of the
warrants is $3.75 per share as of March 31,  2000.  The warrants may be redeemed
by the Company  upon  certain  events for $.01 per share.  The fair value of the
warrants was  allocated  between the proceeds the debt and equity issues as debt
issue cost and a reduction in redeemable common stock.

     A 1994  agreement  provided for the issuance of an option to issue  750,000
common stock purchase  warrants to purchase  common stock at $1.50 per share for
each dollar of Company debt  guaranteed by the Company's  CEO. The warrants will
have a five year term from the date of issuance.  Management  believes  that the
warrants had no economic value when granted, and accordingly, no amount has been
assigned to such warrants in the financial statements.

NOTE 5.  STOCK OPTION PLAN

     The Company  adopted a stock  option plan (the  "Plan")  providing  for the
issuance of 250,000  shares of Class A common stock  pursuant to both  incentive
stock  options,  intended to qualify under  Section 422 of the Internal  Revenue
Code,   and  options   that  do  not   qualify  as   incentive   stock   options
("non-statutory").  The  Option  Plan was  registered  with the  Securities  and
Exchange  Commission  in  November  1995.  The purpose of the Plan is to provide
continuing incentives to the Company's officers,  key employees,  and members of
the Board of  Directors.  The options  generally  vest over a four or five- year
period with a ten year expiration  period.  The Company amended its stock option
plan on December 1, 1996,  increasing the number of shares  available  under the
Plan to 600,000. There are currently outstanding non-statutory options providing
for the issuance of 493,000  shares of Class A

                                   Page 7

<PAGE>

common stock at exercise  prices ranging from $1.50 to $4.25 per share.  Options
providing for the issuance of 236,722 shares were exercisable at March 31, 2000.

NOTE 6.  LITIGATION

     The  Company  is a party to  litigation  arising  in the  normal  course of
business.  Management  believes that the ultimate  outcome of these matters will
not have a material  effect on the Company's  financial  condition or results of
operations.

NOTE 7.  ACQUISITIONS AND CONTRACT AWARDS

     The Company acquired the management contract and correctional  contracts of
Adams  Community  Corrections  Program,  Inc.  (ACCP) from CSC,  Inc. (the Adams
County  Operations)  on  April  30,  1999.  The  purchase  price  was  allocated
$1,515,000  to contract  rights and  $1,450,000 to real estate.  The  management
contract provides for fees, overhead and direct expense reimbursement from ACCP.
The  revenues  and expenses of the  contracts  subsequent  to April 30, 1999 are
included in operations of the Company.

     The Adams County Operations  include three facilities,  the Phoenix Center,
Loft House and Garland  Center.  The Phoenix  Center is a 135-bed  halfway house
located in Henderson, Colorado. The Loft House is a 35-bed halfway house located
in Denver, Colorado. The Garland Center is a day reporting center in Northglenn,
Colorado providing services to non-residential offenders.

     The Company  acquired The Villa at Greeley,  LLC on June 9, 1999. The Villa
at  Greeley  is  a  private  provider  of  residential   services  and  programs
forcommunity  corrections  offenders.  The Company assumed  management and began
operating  the  facility  effective  June 1,  1999.  The Villa at  Greeley,  LLC
provides services to approximately 300 individuals for residential  services and
also provides day reporting and  non-residential  services to approximately  560
offenders.  The  Company  also  purchased  the  buildings  and land in  Greeley,
Colorado  utilized  by the Villa at Greeley,  LLC.  Pursuant to the terms of the
agreement,  all assets and  liabilities  existing at June 1, 1999 were  excluded
from the transaction  with the exception of the property,  plant,  and equipment
and contracts with various state and local government agencies and legal rights.
The purchase price was allocated $7,100,000 to real estate, $147,000 to property
and equipment, $12,000 to other assets, and $1,576,000 to contract rights.

NOTE 8.  EARNINGS PER SHARE

     The following  table sets forth the  computation of income (loss) per share
and income (loss) per share assuming dilution.

                                              For the period ending March 31,
                                                2000                 1999
                                          ----------------   -------------------
Numerator
   Net income (loss)                     $        215,000   $          (302,000)
                                          ----------------   -------------------
Denominator for earnings per share
  Weighted average shares outstanding
    - basic                                     4,715,630              4,665,790
     Effect of dilutive securities
        - stock options                            25,800                  ---
                                          ----------------   -------------------
Denominator for earnings per share
 assuming dilution                               4,741,430             4,665,790
                                          ================   ===================
Income (loss) per share, basic            $           0.05   $            (0.06)
                                          ================   ===================
Income (loss) per share assuming
  dilution                                $           0.05   $            (0.06)
                                          ================   ===================














                                  Page 8

<PAGE>

            AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations


Liquidity and Capital Resources -

     The  Company's  business  strategy is to focus on the  private  corrections
industry,  expanding its operations into  additional  states through new Federal
and state contracts and selective acquisitions. The successful implementation of
the  Company's  growth  plan has  created  the need for  additional  capital and
financing.  The  Company  has been  successful  in  securing  $37 million of new
capital and credit facilities since September 1997.

     Working  capital at March 31,  2000 was  $983,000,  representing  a current
ratio of 1.40:1,  compared to working capital of $915,000 and a current ratio of
1.36:1 at December 31, 1999.

     The Company had  approximately  $1.9 million of cash and  revolving  credit
available  for new  projects  at March 31,  2000.  The  Company  believes it has
adequate  cash  reserves and cash flow from  operations to meet its current cash
requirements.  The Company  expects  current  contracts  to generate  sufficient
income to increase  cash  reserves,  while  minimizing  income taxes through the
utilization of tax loss carryforwards.

     The  Company  secured an $18  million  senior  credit  facility  with Fleet
Capital  Corporation in February  1999.  The credit  facility with Fleet Capital
Corporation  was amended in  December  of 1999 to provide for a credit  facility
consisting of a $13.5 million term loan and a revolving  line of credit equal to
the lesser of $3 million or 80% of eligible accounts receivable.

Results of Operations -

Three Months Ended March 31, 2000 Compared to the Three Months Ended March 31,
1999.

     Total  revenues  increased  by 116% to $5.25  million for the three  months
ended March 31, 2000 from $2.43  million  for the three  months  ended March 31,
1999. The increase was a result of the opening of the Union City Juvenile Center
in February 1999, the acquisition of the Adams County  Operations in April 1999,
the acquisition of the Villa at Greeley in June 1999, the opening of the El Paso
Multi-Use   Facility  in  June  1999,  and  increased   revenues  from  Oklahoma
operations.

     Revenues  in the first  quarter  of 2000 were  enhanced  by the Union  City
Juvenile Center providing  $937,000 of revenue,  the El Paso Multi-Use  Facility
providing  $691,000 of revenue,  Adams County Operations  providing  $793,000 of
revenue, and the Villa at Greeley providing $1,280,000 of revenue.

     The  Company  had net income for the three  months  ended March 31, 2000 of
$215,000 or $.05 basic and diluted  income per share,  as compared to a net loss
for the three  months ended March 31, 1999 of $302,000 or $.06 basic and diluted
loss  per  share.  The  Company's  significant  improvement  was the  result  of
increased revenues from the Avalon Correctional Center,  increased revenues from
Carver Center,  the opening of the Union City Juvenile  Center in February 1999,
the opening of the El Paso Multi-Purpose  facility in June 1999, the acquisition
of the Adams County  Operations in May 1999, and the acquisition of The Villa at
Greeley in June 1999.

     Operating  income,  before  interest,   depreciation,   and  income  taxes,
increased 262% for the three months ended March 31, 2000 to $1,338,000  compared
to $370,000 for the three months ended March 31, 1999. The increase in operating
income was a result of the Company's continuing expansion efforts.

     Direct operating  expenses and development  costs increased by 104% for the
three  months  ended March 31, 2000 over the three  months ended March 31, 1999,
primarily as a result of the Company's significant expansion.  The profit margin
was 33% for the three months ended March 31, 2000  compared to 28% for the three
months ended March 31, 1999.

                                    Page 9

<PAGE>

     Corporate.  General and  administrative  expenses increased 19% to $393,000
for the three  months  ended March 31, 2000 from  $330,000  for the three months
ended March 31, 1999. General and administrative  expenses decreased to 7.5 % of
revenues in the first  quarter of 2000  compared  to 13.6% of  revenues  for the
first quarter of 1999. General and administrative  expenses increased  primarily
due to increased staffing for the Company's new contracts and acquisitions.  The
increase in interest  expense of $337,000  for the three  months ended March 31,
2000 over the first  quarter of 1999  resulted from interest on debt utilized to
complete acquisitions and new facilities.  Depreciation and amortization expense
have increased commensurate with the growth of the correctional operations.



















                                  Page 10

<PAGE>

            AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES

                        PART II - OTHER INFORMATION



Item 1.           Legal Proceedings - None.

Item 2.           Changes in Securities - None.

Item 3.           Defaults Upon Senior Securities - None.

Item 4.           Submission of Matters to a Vote of Security Holders -
                  None.

Item 5.           Other Information - None.

Item 6.           Exhibits
                  Exhibit 27.  Financial Data Schedule.
































                                  Page 11

<PAGE>

            AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES

                                 SIGNATURES



    In accordance with the requirement of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:       May 11, 2000            AVALON CORRECTIONAL SERVICES, INC.



                                    By: //s// Jerry M. Sunderland
                                        Jerry M. Sunderland, President



                                    By: //s// Lloyd Lovely
                                        Lloyd Lovely, Vice President of Finance
































                                  Page 12

<PAGE>

            AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES

                                Exhibit 27.

                          Financial Data Schedule



Period Type                         3 months
Fiscal Year End                     December 31, 2000
Period End                          March 31, 2000
Cash                                657,000
Securities                          0
Receivables                         2,645,000
Allowances                          9,000
Inventory                           0
Current Assets                      3,405,000
PP&E                                37,831,000
Depreciation                        2,611,000
Total Assets                        38,625,000
Current Liabilities                 2,422,000
Bonds                               3,850,000
Preferred - Mandatory               0
Preferred                           0
Common                              3,000
Other - SE                          6,770,000
Total Liability and Equity          38,625,000
Sales                               0
Total Revenues                      5,248,000
CGS                                 0
Total Costs                         3,910,000
Other Expenses                      334,000
Loss - Provision                    0
Interest Expense                    789,000
Income -Pretax                      215,000
Income - Tax                        0
Income Continuing                   215,000
Discontinued                        0
Extraordinary                       0
Changes                             0
Net - Income                        215,000
EPS - Primary                       .05
EPS - Diluted                       .05




                                  Page 13



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