AVALON CORRECTIONAL SERVICES INC
10QSB, 2000-11-13
FACILITIES SUPPORT MANAGEMENT SERVICES
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                      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 September 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 October 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
                                 (Unaudited)

                                               September 30,      December 31,
                                                   2000                1999
                                              ----------------------------------
ASSETS
Current assets:
   Cash and cash equivalents                        $747,000          $601,000
   Related party receivables                         183,000           294,000
   Accounts receivable, net                        2,592,000         2,174,000
   Current maturities of notes
     receivable                                        2,000            31,000
   Prepaid expenses and other                        221,000           360,000
                                               _________________________________
     Total current assets                          3,745,000         3,460,000
Property and equipment, net                       30,041,000        29,552,000
Other assets                                       5,005,000         5,428,000
                                                ________________________________
   Total assets                                 $ 38,791,000       $38,440,000
                                                ================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable, accrued
     liabilities and other                        $1,359,000        $1,395,000
   Current maturities of long-term debt            1,877,000         1,150,000
                                                ________________________________
       Total current liabilities                   3,236,000         2,545,000
Long-term debt, less current maturities           24,447,000        25,554,000
Convertible debentures                             3,850,000         3,850,000
                                                ________________________________
             Total Liabilities                   $31,533,000      $ 31,949,000
Redeemable Common Stock, $.001 par value
1,622,448 shares issued and outstanding            3,754,000         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;
   1,000,000shares authorized; none issued               ---              ---
Paid-In capital                                    7,124,000        6,686,000
Accumulated deficit                              (3,623,000)       (4,322,000)
                                               _________________________________
Total liabilities and stockholders' equity       $38,791,000      $38,440,000
                                               =================================

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)

                                   Three Months Ended       Nine Months Ended
                                       September 30,           September 30,
                                     2000         1999       2000        1999
                                   ---------------------------------------------

Revenues                          $6,084,000  $5,303,000 $16,749,000 $11,613,000
                                  ______________________________________________
Costs and expenses
   Direct operating               $4,003,000  $3,720,000 $11,031,000   7,751,000
   General and administrative        508,000     309,000   1,371,000     970,000
   Development Costs                     ---      28,000         ---     339,000
   Depreciation and amortization     428,000     341,000   1,099,000     750,000
   Interest expense                  890,000     787,000   2,549,000   1,785,000
                                   _____________________________________________
Income from continuing operations
   before income tax expense
   (benefit)                        $255,000    $118,000    $699,000     $18,000
   Income tax expense (benefit)          ---         ---         ---         ---
                                   _____________________________________________
Income before extraordinary items   $255,000    $118,000    $699,000     $18,000
Extraordinary loss from early
retirement of debt                      ---         ---         ---     (35,000)
                                   _____________________________________________
Net income (loss)                   $255,000    $118,000    $699,000   $(17,000)
                                   =============================================

Basic  income (loss) per share:
Income (loss) before extraordinary
loss                                   $0.05       $0.03       $0.15       $0.00
Extraordinary loss from early
   retirement of debt                    ---         ---         ---        0.00
                                    ____________________________________________
Net income (loss) per share, basic     $0.05       $0.03       $0.15       $0.00
                                    ============================================

Weighted average number of common
and common equivalent shares
outstanding: basic                 4,765,630   4,670,630   4,741,725   4,669,540
                                   =============================================
Diluted income (loss) per share:
Income (loss) before extraordinary
 loss                                  $0.05       $0.02       $0.15       $0.00
Extraordinary loss from early
   retirement of debt                    ---         ---         ---        0.00
                                    ____________________________________________

Net income (loss) per share, diluted   $0.05       $0.02       $0.15       $0.00
                                    ============================================
Weighted average number of common and
common equivalent shares outstanding,
diluted                            4,873,410   5,051,300   4,813,749   4,669,540
                                   =============================================

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 nine months ended September 30,
                                                          2000            1999
                                               ---------------------------------
OPERATING ACTIVITIES:
   Net income (loss)                                    $699,000       $(17,000)
   Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
     Depreciation and amortization                       763,000         750,000
     Amortization of debt issue costs                    336,000         155,000
     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                           (307,000)     (1,054,000)
         Prepaid expenses and other                      227,000       (438,000)
        Increase in accounts payable,
           accrued liabilities and other                (36,000)         948,000
                                                 _______________________________
      Net cash provided by operating activities      $1,682,000         $383,000
                                                 _______________________________

INVESTING ACTIVITIES:
   Capital Expenditures                            $ (1,252,000)    $(8,859,000)
   Proceeds from short-term investments                      ---       5,919,000
     Payment for purchase of businesses                      ---    (10,977,000)
     Proceeds from payments on notes receivable           29,000         186,000
                                                  ______________________________

      Net cash used in investing activities         $(1,223,000)   $(13,731,000)
                                                  ______________________________
FINANCING ACTIVITIES:

Payment of loan fees and deferred costs                    $---       $(693,000)
Proceeds from borrowings                             18,002,000       21,432,000
Repayment of borrowings                             (18,382,000)    (11,903,000)
Proceeds from warrant and option exercise                67,000            8,000
                                                  ______________________________
   Net cash provided (used for)
   financing activities                               $(313,000)      $8,844,000
                                                  ______________________________
NET INCREASE (DECREASE) IN CASH                       $  146,000    $(4,504,000)
CASH, BEGINNING OF PERIOD                                601,000       5,181,000
                                                  ______________________________
CASH, END OF PERIOD                                   $  747,000        $677,000
                                                  ==============================

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.

 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.


                                   Page 4
<PAGE>

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 September 30, 2000 and the statements
of operations  and cash flows for the three and nine months ended  September 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 nine months ended September 30, 2000, are not necessarily  indicative of
the results that may be expected for the entire year ended December 31, 2000.


                                   Page 5
<PAGE>
NOTE 2.  LONG-TERM DEBT

   Long-term debt consists of the following:
                                               September 30,        December 31,
                                                  2000                   1999
                                              __________________________________
Revolving bank line of credit,                  $316,000                $110,000
collateralized by accounts receivable,
with interest at 1% over prime (effective
rate of 10.5% at September 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%.                                        853,000                 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%.      14,858,000              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     10,298,000              10,324,000
                                              __________________________________
                                             $26,325,000             $26,704,000
Less - current maturities                     $1,878,000              $1,150,000
                                             ___________________________________

                                             $24,447,000             $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 $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.

                                     Page 6
<PAGE>

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 the end of the
quarter.  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 the end of the  quarter.  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 489,280  shares of Class A common  stock at exercise  prices
ranging  from $1.50 to $4.25 per share.  Options  providing  for the issuance of
327,210 shares were exercisable at September 30, 2000.

                                   Page 7
<PAGE>

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      Nine months ended
                                          September 30,            September 30,
                                        2000      1999           2000       1999
                                     ___________________________________________

Numerator
    Net income (loss)               $255,000   $118,000     $699,000   $(17,000)
                                    ___________________________________________

Denominator for earnings per share
  Weighted average shares
  outstanding - basic              4,765,630  4,670,630    4,741,725   4,669,540

  Effect of dilutive securities
   - stock options                   107,780    380,670       72,024         ---
                                   _____________________________________________

Denominator for earnings per share
assuming  dilution                 4,873,410  5,051,300    4,813,749   4,669,540
                                   =============================================

Income (loss) per share, basic         $0.05      $0.03        $0.15       $0.00
                                   =============================================
Income (loss) per share,
extraordinary                           $---       $---         $---       $0.00
                                  ==============================================

Income (loss) per share assuming
dilution                               $0.05      $0.02        $0.15       $0.00
                                  ==============================================


                                   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.

     The Company had  approximately  $2.5 million of cash and  revolving  credit
available  for new projects at September 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  September  30, 2000  Compared to the Three Months Ended
September 30, 1999.

     Total revenues increased by 15% to $6.08 million for the three months ended
September 30, 2000 from $5.30  million for the three months ended  September 30,
1999. The increase was a result of overall higher inmate populations.

     The Company had net income for the three months ended September 30, 2000 of
$255,000 or $.05 basic and diluted  income per share,  as compared to net income
for the three months ended September 30, 1999 of $118,000 or $.03 basic and $.02
diluted earnings per share. The Company's significant improvement was the result
of overall higher inmate populations.

     Earnings before interest,  taxes,  depreciation,  and amortization (EBITDA)
increased  26% for the three  months  ended  September  30,  2000 to  $1,573,000
compared to  $1,246,000  for the three months  ended  September  30,  1999.  The
Company's  EBITDA  increased  to 25.9% of revenues  for the three  months  ended
September  30, 2000  compared to 23.5% of revenues  for the three  months  ended
September 30,1999.

     Corporate.  General and  administrative  expenses increased to $508,000 for
the three months  ended  September  30, 2000 from  $309,000 for the three months
ended September 30, 1999. General and administrative  expenses represented 8.3 %
of  revenues  in the third  quarter of 2000 and 5.8% of  revenues  for the third
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 $103,000 for the three  months ended  September
30, 2000 over the third  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.

     Nine Months  Ended  September  30, 2000  Compared to the Nine Months  Ended
September 30, 1999.

     Revenues  for the  first  three  quarters  of 2000  increased  44% to $16.7
million  compared to $11.6 million for the same period in 1999.  The Company had
net income for the nine months ended June 30, 2000 of $699,000 or $.15 basic and
diluted  income per share,  as compared to a net loss for the nine months  ended
September 30, 1999 of ($17,000) or ($.00) basic and diluted loss per share.  The
Company's  significant  improvement was the result of the aforementioned  higher
inmate populations.

     Earnings before interest,  taxes,  depreciation,  and amortization (EBITDA)
increased  73% for the  nine  months  ended  September  30,  2000 to  $4,347,000
compared to  $2,518,000  for the nine  months  ended  September  30,  1999.  The
Company's  EBITDA  increased  to 26% of  revenues  for  the  nine  months  ended
September  30,  2000  compared  to 22% of  revenues  for the nine  months  ended
September 30, 1999.

                                   Page 9
<PAGE>


     Corporate.  General and administrative expenses increased to $1,371,000 for
the nine  months  ended  September  30, 2000  compared to $970,000  for the nine
months ended September 30, 1999. General and  administrative  expenses decreased
to 8.2% of revenues for the nine months  ended  September  30, 2000  compared to
8.4% of revenues for the nine months ended September 30, 1999.  Interest expense
and depreciation and amortization 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:   November 7, 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                       9 months
Fiscal Year End                   December 31, 2000
Period End                        September 30, 2000
Cash                              747,000
Securities                        0
Receivables                       2,609,000
Allowances                        17,000
Inventory                         0
Current Assets                    3,745,000
PP&E                              33,121,000
Depreciation                      3,080,000
Total Assets                      38,791,000
Current Liabilities               3,236,000
Bonds                             3,850,000
Preferred - Mandatory             0
Preferred                         0
Common                            3,000
Other - SE                        7,255,000
Total Liability and Equity        38,791,000
Sales                             0
Total Revenues                    16,749,000
CGS                               0
Total Costs                       12,402,000
Other Expenses                    1,099,000
Loss - Provision                  0
Interest Expense                  2,549,000
Income - Pretax                   699,000
Income - Tax                      0
Income Continuing                 699,000
Discontinued                      0
Extraordinary                     0
Changes                           0
Net - Income                      699,000
EPS - Primary                     .15
EPS - Diluted                     .15


                                   Page 13



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