SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 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 July 28, 2000, 4,765,630 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
June 30, December 31,
2000 1999
------------- --- ---------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 653,000 $ 601,000
Related party receivables 108,000 294,000
Accounts receivable, net 2,421,000 2,174,000
Current maturities of notes receivable 3,000 31,000
Prepaid expenses and other 98,000 360,000
------------- --- ---------------
Total current assets 3,283,000 3,460,000
Property and equipment, net 30,053,000 29,552,000
Other assets 5,237,000 5,428,000
------------- --- ---------------
Total assets $ 38,573,000 $ 38,440,000
============= === ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued
liabilities and other $ 1,578,000 $ 1,395,000
Current maturities of long-term debt 1,834,000 1,150,000
------------- --- ---------------
Total current liabilities 3,412,000 2,545,000
Long-term debt, less current maturities 24,309,000 25,554,000
Convertible debentures 3,850,000 3,850,000
------------- --- ---------------
Total Liabilities $ 31,571,000 $ 31,949,000
Redeemable Common Stock, $.001 par value
1,622,448 shares issued and outstanding 3,853,000 4,124,000
Stockholders' equity:
Common stock: Par value $.001; 20,000,000
shares authorized; 4,765,630 and 4,715,630
shares issued and outstanding, less
1,622,448 shares subject to repurchase. 3,000 3,000
Preferred stock; par value $.001; 1,000,000
shares authorized; none issued --- ---
Paid-In capital 7,024,000 6,686,000
Accumulated deficit (3,878,000) (4,322,000)
------------- --- ---------------
Total liabilities and
stockholders' equity $ 38,573,000 $ 38,440,000
============= === ===============
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE>
AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
---------- ----------- ----------- ---------
Revenues $5,417,000 $3,883,000 $10,665,000 $6,310,000
---------- ----------- ----------- ---------
Costs and expenses
Direct operating $3,511,000 $2,498,000 $ 7,028,000 $ 4,002,000
General and administrative 470,000 335,000 863,000 671,000
Development Costs --- 94,000 --- 311,000
Depreciation and amortization 337,000 243,000 671,000 428,000
Interest expense 870,000 546,000 1,659,000 998,000
---------- ----------- ----------- ---------
Income (loss) from continuing
operations before income tax
expense(benefit) $ 229,000 $ 167,000 $ 444,000 $ (100,000)
Income tax expense (benefit) --- --- --- ---
---------- ----------- ----------- ---------
Income (loss) before
extraordinary items $ 229,000 $ 167,000 $444,000 $ (100,000)
Extraordinary loss from early
retirement of debt --- --- --- (35,000)
---------- ---------- ----------- ---------
Net income (loss) $ 229,000 $ 167,000 $ 444,000 $ (135,000)
========== =========== =========== =========
Basic income (loss) per share:
Income (loss) before
extraordinary loss $ 0.05 $ 0.04 $ 0.09 $ (0.02)
Extraordinary loss from early
retirement of debt --- --- --- (0.01)
---------- ---------- ----------- ---------
Net income (loss) per share,
basic $ 0.05 $ 0.04 $ 0.09 $ (0.03)
========== =========== =========== =========
Weighted average number of
common and common equivalent
shares outstanding: basic 4,743,652 4,670,630 4,729,641 4,668,000
========== =========== =========== =========
Diluted income (loss) per share:
Income (loss) before
extraordinary loss $ 0.05 $ 0.03 $ 0.09 $ (0.02)
Extraordinary loss from early
retirement of debt --- --- --- (0.01)
---------- ----------- --------- ---------
Net income (loss) per share,
diluted $ 0.05 $ 0.03 $ 0.09 $(0.03)
========== =========== ========= =========
Weighted average number of
common and common equivalent
shares outstanding, diluted 4,821,962 5,086,000 4,799,038 4,668,000
========== =========== ========== =========
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE>
AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
For the six months ended June 30,
2000 1999
--------------- --- ---------------
OPERATING ACTIVITIES: (Unaudited)
Net income (loss) $ 444,000 $ (135,000)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 671,000 428,000
Amortization of debt issue costs 176,000 104,000
Writeoff of development and
acquisition costs --- 4,000
Extraordinary loss on early
retirement of debt --- 35,000
Changes in operating assets and
liabilities:
Decrease (increase) in -
Accounts receivable (61,000) (827,000)
Prepaid expenses and other 277,000 (409,000)
Increase in accounts payable,
accrued liabilities and other 183,000 1,060,000
--------------- --- ---------------
Net cash provided by operating
activities $ 1,690,000 $ 260,000
--------------- --- ---------------
INVESTING ACTIVITIES:
Capital Expenditures $ (1,172,000) $ (8,125,000)
Proceeds from short-term investments --- 5,919,000
Payment for purchase of businesses --- (10,977,000)
Proceeds from payments on notes receivable 28,000 31,000
--------------- --- ---------------
Net cash used in investing activities $ (1,144,000) $ (13,152,000)
--------------- --- ---------------
FINANCING ACTIVITIES:
Payment of loan fees and deferred costs $ --- $ (678,000)
Proceeds from borrowings 11,367,000 16,118,000
Repayment of borrowings (11,928,000) (7,231,000)
Proceeds from warrant and option exercise 67,000 8,000
--------------- --- ---------------
Net cash provided (used for)
financing activities $ (494,000) $ 8,217,000
--------------- --- ---------------
NET INCREASE (DECREASE) IN CASH $ 52,000 $ (4,675,000)
CASH, BEGINNING OF PERIOD 601,000 5,181,000
--------------- --- ---------------
CASH, END OF PERIOD $ 653,000 $ 506,000
=============== === ===============
The accompanying notes are an integral part of these consolidated financial
statements.
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<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.
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
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.
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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
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 June 30, 2000 and the statements of
operations and cash flows for the six months ended June 30, 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 six months ended June 30, 2000, are not necessarily indicative of the
results that may be expected for the entire year ended December 31, 2000.
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NOTE 2. LONG-TERM DEBT
Long-term debt consists of the following:
June 30, December 31,
2000 1999
----------- -----------
Revolving bank line of credit, $ 75,000 $ 110,000
collateralized by accounts receivable,
with interest at 1% over prime (effective
rate of 10.5% at June 30, 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%. 813,000 822,000
Notes payable to banks, collateralized by
land, buildings, and improvements due
in installments through June 2012 with
interest ranging from 8.95% to 11%. 14,948,000 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 10,307,000 10,324,000
----------- -----------
$ 26,143,000 $ 26,704,000
Less - current maturities $ 1,834,000 $ 1,150,000
----------- -----------
$ 24,309,000 $ 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 uncollateralized 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
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$4,124,000. Costs of $1,143,000 allocated to the debt instrument are included in
other assets and are being 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 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 June 30, 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 June 30, 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 wasregistered with the Securities and
Exchange Commission in November 1995. Thepurpose 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 common stock at exercise
prices ranging from $1.50 to $4.25 per share. Options providing for the issuance
of 329,550 shares were exercisable at June 30, 2000.
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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 for
community 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.
Three months ended Six months ended
June 30, June 30,
2000 1999 2000 1999
----- ----- ----- -----
Numerator
Net income (loss) $229,000 $167,000 $ 444,000 $ (135,000)
------- ------- -------- ---------
Denominator for
earnings per share
Weighted average shares
outstanding- basic 4,743,652 4,670,630 4,729,641 4,668,000
Effect of dilutive
securities-stock options 78,310 --- 69,397 ---
-------- --------- -------- ---------
Denominator for earnings per
share assuming dilution 4,821,962 5,086,000 4,799,038 4,668,000
======== ========= ======== =========
Income (loss) per share,
basic anddiluted $ 0.05 $ 0.03 $ 0.09 $ (0.02)
======== ========= ======== =========
Income (loss) per share,
extraordinary $ --- $ --- $ --- $ (0.01)
======== ========= ======== =========
Income (loss) per share
assuming dilution $ 0.05 $ 0.03 $ 0.09 $ (0.03)
======== ========= ======== =========
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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.
The Company had approximately $2.4 million of cash and revolving credit
available for new projects at June 30, 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 June 30, 2000 Compared to the Three Months Ended June
30, 1999.
Total revenues increased by 39% to $5.42 million for the three months ended
June 30, 2000 from $3.88 million for the three months ended June 30, 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.
The Company had net income for the three months ended June 30, 2000 of
$229,000 or $.05 basic and diluted income per share, as compared to net income
for the three months ended June 30, 1999 of $167,000 or $.04 basic and $.03
diluted earnings 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.
Earnings before interest, taxes, depreciation, and amortization (EBITDA)
increased 50% for the three months ended June 30, 2000 to $1,437,000 compared to
$956,000 for the three months ended June 30, 1999. The Company's EBITDA
increased to 26.5% of revenues for the three months ended June 30, 2000 compared
to 24.6% of revenues for the three months ended June 30,1999.
Corporate. General and administrative expenses increased to $470,000 for
the three months ended June 30, 2000 from $335,000 for the three months ended
June 30, 1999. General and administrative expenses represented 8.7 % of revenues
in the second quarter of 2000 and 8.6% of revenues for the second 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 $324,000 for the three months ended June 30, 2000 over the
second 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.
Six Months Ended June 30, 2000 Compared to the Six Months Ended June 30, 1999.
Revenues for the first half of 2000 increased 69% to $10.6 million compared
to $6.3 million for the same period in 1999. The Company had net income for the
six months ended June 30, 2000 of $444,000 or $.09 basic and diluted income per
share, as compared to a net loss for the six months ended June 30, 1999 of
($135,000) or
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per share, as compared to a net loss for the six months ended June 30, 1999 of
($135,000) or ($.03) basic and diluted loss per share. The Company's significant
improvement was the result of the aforementioned 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.
Earnings before interest, taxes, depreciation, and amortization (EBITDA)
increased 109% for the six months ended June 30, 2000 to $2,774,000 compared to
$1,326,000 for the six months ended June 30, 1999. The Company's EBITDA
increased to 26% of revenues for the six months ended June 30, 2000 compared to
21% of revenues for the six months ended June 30, 1999.
Corporate. General and administrative expenses increased to $863,000 for
the six months ended June 30, 2000 compared to $671,000 for the six months ended
June 30, 1999. General and administrative expenses decreased to 8.1% of revenues
for the six months ended June 30, 2000 compared to 10.6% of revenues for the six
months ended June 30, 1999. Interest expense and depreciation and amortization
have increased commensurate with the growth of the correctional operations.
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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 -
May 24, 2000 Annual Meeting.
Director Elected - Mark S. Cooley
Votes for - 4,344,045 Votes against - 14,950
Directors Continued - Robert McDonald
Don Smith
Jerry Sunderland
Jim Wilson
Proposal: To ratify the selection of Grant Thornton LLP as
the Company's independent public accountants and auditors for
the fiscal year ending December 31,2000.
Votes for - 4,354,795 Votes against - 4,200
Item 5. Other Information - None.
Item 6. Exhibits
Exhibit 27. Financial Data Schedule.
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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: August 7, 2000 AVALON CORRECTIONAL SERVICES, INC.
By: //s// Jerry M. Sunderland
------------------------------------
Jerry M. Sunderland, President
By: //s// Lloyd Lovely
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Lloyd Lovely, Vice President of Finance
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AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES
Exhibit 27.
Financial Data Schedule
Period Type 6 months
Fiscal Year End December 31, 2000
Period End June 30, 2000
Cash 653,000
Securities 0
Receivables 2,614,000
Allowances 85,000
Inventory 0
Current Assets 3,283,000
PP&E 38,068,000
Depreciation 2,778,000
Total Assets 38,573,000
Current Liabilities 3,412,000
Bonds 3,850,000
Preferred - Mandatory 0
Preferred 0
Common 3,000
Other - SE 6,999,000
Total Liability and Equity 38,573,000
Sales 0
Total Revenues 10,665,000
CGS 0
Total Costs 7,891,000
Other Expenses 671,000
Loss - Provision 0
Interest Expense 1,659,000
Income -Pretax 444,000
Income - Tax 0
Income Continuing 444,000
Discontinued 0
Extraordinary 0
Changes 0
Net - Income 444,000
EPS - Primary .09
EPS - Diluted .09
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