<PAGE> 1
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FORM 10Q -- QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
---------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
Commission File Number: 0-20135
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AMERICA SERVICE GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0332317
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 WESTPARK DRIVE, SUITE 300
BRENTWOOD, TENNESSEE 37027
(Address and zip code of principal executive office)
(615) 373-3100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed under Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
There were 4,014,165 shares of Common Stock outstanding as of November 10,
2000.
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AMERICA SERVICE GROUP INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at September 30, 2000 and December 31, 1999..................... 3
Condensed Consolidated Income Statements for the quarters and nine months ended September 30, 2000
and September 30, 1999.............................................................................. 4
Condensed Consolidated Statements of Cash Flows for the quarters and nine months ended September 30,
2000 and September 30, 1999......................................................................... 5
Notes to Condensed Consolidated Financial Statements.................................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 7
PART II. OTHER INFORMATION
Item 5: Other Events.................................................................................... 10
Item 6: Exhibits and Reports on Form 8-K................................................................ 10
Signature page.......................................................................................... 11
</TABLE>
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PART I:
FINANCIAL INFORMATION
AMERICA SERVICE GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................................... $ 1,762,000 $ 444,000
Accounts receivable: healthcare and other, less allowance
for doubtful accounts .................................... 47,485,000 39,738,000
Prepaid expenses and other current assets ................... 10,939,000 7,440,000
Current deferred taxes ...................................... 1,264,000 1,289,000
-------------------------------
Total current assets ................................ 61,450,000 48,911,000
Property and equipment, net ................................... 8,164,000 3,932,000
Deferred taxes ................................................ 562,000 562,000
Cost in excess of net assets acquired, net .................... 76,312,000 44,548,000
Other assets .................................................. 3,513,000 774,000
-------------------------------
$ 150,001,000 $ 98,727,000
===============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................ $ 10,458,000 $ 11,531,000
Accrued expenses ............................................ 43,321,000 27,882,000
-------------------------------
Total current liabilities ........................... 53,779,000 39,413,000
Noncurrent portion of accrued expenses ........................ 3,265,000 2,874,000
Long-term debt ................................................ 54,113,000 25,500,000
Commitments and contingencies
Mandatory redeemable preferred stock .......................... 12,392,000 12,375,000
Mandatory redeemable common stock ............................. -- 1,842,000
Common stock .................................................. 40,000 37,000
Additional paid in capital .................................... 17,768,000 12,856,000
Stockholders' notes receivable ................................ (1,367,000) (1,060,000)
Retained earnings ............................................. 10,011,000 4,890,000
-------------------------------
Total liabilities and stockholders' equity .......... $ 150,001,000 $ 98,727,000
===============================
</TABLE>
See notes to condensed consolidated financial statements.
3
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AMERICA SERVICE GROUP INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Healthcare revenue ......................... $102,842,000 $69,667,000 $268,460,000 $200,166,000
Healthcare expenses ........................ 92,250,000 62,493,000 241,840,000 180,232,000
--------------------------------------------------------------
Gross margin ............................... 10,592,000 7,174,000 26,620,000 19,934,000
Selling, general and administrative expenses 3,896,000 3,058,000 10,307,000 9,022,000
Depreciation and amortization .............. 1,625,000 997,000 4,038,000 2,695,000
--------------------------------------------------------------
Income from operations ..................... 5,071,000 3,119,000 12,275,000 8,217,000
Net interest expense ....................... 1,411,000 924,000 2,767,000 3,215,000
--------------------------------------------------------------
Income before taxes ........................ 3,660,000 2,195,000 9,508,000 5,002,000
Provision for income taxes ................. 1,558,000 878,000 3,897,000 2,001,000
--------------------------------------------------------------
Net income ................................. 2,102,000 1,317,000 5,611,000 3,001,000
Preferred stock dividends .................. 165,000 97,000 489,000 2,150,000
--------------------------------------------------------------
Net income (loss) attributable to common
shares ................................... $ 1,937,000 $ 1,220,000 $ 5,122,000 $ 851,000
==============================================================
Net income (loss) per common share:
Basic .................................... $ 0.49 $ 0.34 $ 1.35 $ 0.24
==============================================================
Diluted .................................. $ 0.37 $ 0.28 $ 1.02 $ 0.24
==============================================================
Weighed average shares outstanding:
Basic .................................... 3,925,000 3,613,000 3,796,000 3,588,000
==============================================================
Diluted .................................. 5,650,000 4,786,000 5,502,000 3,588,000
==============================================================
</TABLE>
See notes to condensed consolidated financial statements.
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AMERICA SERVICE GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999
------------------------------
<S> <C> <C>
Operating activities:
Net income ........................................... $ 5,611,000 $ 3,001,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ...................... 4,038,000 2,607,000
Amortization of deferred financing costs ........... 137,000 88,000
Interest on stockholders' notes receivable ......... (45,000) --
Accretion of subordinated notes .................... -- 540,000
Changes in operating assets and liabilities, net of
effects of acquisitions:
Accounts receivable ............................. (5,828,000) 18,067,000
Prepaid expenses and other current assets ....... 518,000 (1,854,000)
Other assets .................................... (412,000) (403,000)
Accounts payable ................................ (1,725,000) 5,585,000
Accrued expenses ................................ 9,318,000 (5,447,000)
------------------------------
Net cash provided by operating activities ............ 11,612,000 22,184,000
Investing activities:
Cash paid for acquisitions, net of cash acquired ..... (38,669,000) (66,077,000)
Capital expenditures ................................. (2,013,000) (1,424,000)
------------------------------
Net cash used in investing activities ................ (40,682,000) (67,501,000)
Financing activities:
Proceeds from long-term debt ......................... 39,007,000 47,000,000
Payments on long-term debt ........................... (10,394,000) (19,000,000)
Payment of deferred financing costs .................. (712,000) --
Payment of mandatory redeemable preferred stock
dividends .......................................... (324,000) --
Common stock issued under Employee Stock Purchase Plan 275,000 136,000
Exercise of stock options ............................ 2,536,000 222,000
Proceeds from mandatory redeemable preferred stock ... -- 5,000,000
Payments on subordinated notes ....................... -- (7,500,000)
Proceeds from subordinated notes ..................... -- 15,000,000
------------------------------
Net cash provided by financing activities ............ 30,388,000 40,858,000
Net increase (decrease) in cash and cash equivalents . 1,318,000 (4,459,000)
Cash and cash equivalents, beginning of period ....... 444,000 7,211,000
------------------------------
Cash and cash equivalents, end of period ............. $ 1,762,000 $ 2,752,000
==============================
</TABLE>
See notes to condensed consolidated financial statements.
5
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AMERICA SERVICE GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
1. BASIS OF PRESENTATION
The interim condensed consolidated financial statements as of September 30,
2000 and for the nine months and quarter then ended are unaudited, but in the
opinion of management, have been prepared in conformity with generally accepted
accounting principles applied on a basis consistent with those of the annual
audited consolidated financial statements. Such interim condensed consolidated
financial statements reflect all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the financial position and the
results of operations for the nine months and quarter presented. The results of
operations for the nine months presented are not necessarily indicative of the
results to be expected for the year ending December 31, 2000. The interim
condensed consolidated financial statements should be read in connection with
the audited consolidated financial statements for the year ended December 31,
1999.
2. ACQUISITIONS
On September 20, 2000, the Company completed an asset purchase of
Stadtlanders Corrections Division, which is operated as a subsidiary of America
Service Group Inc. ("ASG") under the name Secure Pharmacy Plus, Inc. ("SPP").
The cash purchase price of $7.9 million was financed under the Company's
syndicated credit facility. Stadtlanders is the largest correctional pharmacy
company in the United States and has annualized revenues of approximately $80
million, $40 million of which represents sales of pharmaceuticals and medical
supplies to ASG. The Company accounted for the acquisition using the purchase
method of accounting.
Effective June 1, 2000, the Company acquired the stock of Correctional
Health Services, Inc. ("CHS"). The cash purchase price of $17.0 million was
financed with an expansion of the Company's then existing credit facility. CHS,
which is headquartered in Verona, New Jersey, has annualized revenues of
approximately $19.0 million generated by nineteen contracts providing services
to approximately 12,000 inmates. The Company accounted for the acquisition using
the purchase method of accounting.
On March 29, 2000, the Company acquired the Pennsylvania and New York
operations of Correctional Physician Services, Inc. ("CPS"). The transaction was
structured as an asset purchase. CPS has assigned its contracts for the Eastern
Region of the Pennsylvania Department of Corrections and the Yonkers Region of
the New York Department of Correctional Services to Prison Health Services,
Inc., an operating subsidiary of America Service Group. The cash purchase price
of $14.0 million was financed under the Company's then existing credit facility.
CPS is a privately held company with headquarters located in Blue Bell,
Pennsylvania. Combined, the Pennsylvania and New York operations of CPS provided
services to approximately 21,000 inmates and had approximately $41.0 million in
revenue during 1999. The Company accounted for the acquisition using the
purchase method of accounting. During the quarter ended June 30, 2000, the
Company increased its cost in excess of net assets acquired and accrued expenses
related to the CPS acquisition by $1.5 million for potential future payments of
pre-acquisition health care claims of essential providers and cost sharing
liabilities which the former owners of the assigned contracts may not honor.
On January 26, 1999, the Company purchased all of the outstanding stock of
EMSA Government Services, Inc. ("EMSA") from InPhyNet Administrative Services,
Inc. ("InPhyNet") for $63.4 million in cash, net of a working capital cash
payment from InPhyNet of $3.6 million, pursuant to a Stock Purchase Agreement,
dated as of December 18, 1998 (the "Stock Purchase Agreement"), as amended by
the First Amendment to Stock Purchase Agreement, dated as of January 26, 1999
(the "First Amendment"), between the Company and InPhyNet. InPhyNet is a
wholly-owned subsidiary of MedPartners, Inc. ("MedPartners"). The Company
accounted for the EMSA acquisition using the purchase method of accounting.
EMSA conducts its operations through two wholly-owned subsidiaries, EMSA
Correctional Care, Inc. and EMSA Military Services, Inc., each of which became
indirect subsidiaries of the Company pursuant to its acquisition of EMSA. EMSA
Correctional provides comprehensive managed healthcare solutions to state and
local correctional facilities, managing healthcare for approximately 70,000
inmates. EMSA Military contracts with the U.S. Department of Defense (the "DOD")
and the Veterans Administration (the "VA") to provide emergency medicine and
primary healthcare services to active and retired military personnel and their
dependents at medical facilities operated by the DOD and the VA.
6
<PAGE> 7
The Company used $47.0 million in borrowings under a senior secured credit
facility plus $20.0 million in aggregate proceeds received from its issuance of
the convertible subordinated notes to finance, in part, the EMSA acquisition,
which consisted of assets acquired of $89.2 million, including cash of $0.9
million and $46.7 million of cost in excess of net assets acquired and the
assumption of $22.2 million in liabilities.
The following unaudited pro forma results of operations give effect to the
operations of the Company as if the EMSA, CHS and SPP acquisitions had occurred
effective January 1, 1999:
<TABLE>
<CAPTION>
QUARTER ENDED QUARTER ENDED NINE MONTHS ENDED NINE MONTHS ENDEd
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Healthcare revenue............................... $112,736,000 $84,112,000 $307,563,000 $246,649,000
Net income (loss) attributable to common shares.. 1,956,000 975,000 4,266,000 427,000
Net income (loss) per common share:
Basic.......................................... $ .50 $ .27 $ 1.12 $ .12
================================================================
Diluted........................................ $ .38 $ .22 $ .86 $ .12
================================================================
</TABLE>
The pro forma results of operations do not intend to represent what the
Company's results of operations would have been had such transactions occurred
at the beginning of the periods presented or to project the Company's results of
operations in any future period.
ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This quarterly report on Form 10-Q contains and incorporates by reference
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Those statements include, among other things, discussions of the
Company's business strategy and expectations concerning the Company's position
in the industry, future operations, margins, profitability, liquidity and
capital resources. All these forward-looking statements are based on estimates
and assumptions made by management of the Company that, although believed to be
reasonable, are inherently uncertain. Therefore, undue reliance should not be
placed on such statements and estimates. No assurance can be given that any of
such estimates or statements will be realized, and it is likely that actual
results may differ materially from those contemplated by such forward-looking
statements. Factors that may cause such differences include, but are not limited
to, those set forth in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 (the "1999 Form 10-K") under the heading "Item 1.
Business -- Cautionary Statements," which cautionary statements are hereby
incorporated herein by reference. All forward-looking statements attributable to
the Company or persons acting on behalf of the Company are expressly qualified
in their entirety by the cautionary statements set forth in the 1999 Form 10-K.
In light of these and other uncertainties, the inclusion of forward-looking
statements herein or in any statement made by the Company should not be regarded
as a representation by the Company that the Company's plans and objectives will
be achieved.
GENERAL
The financial statements of the Company for the nine months ended September
30, 1999 include the operations of EMSA since January 26, 1999, the date of
acquisition. The acquisition was strategic in that it positions the Company as
the second largest provider of comprehensive managed healthcare for incarcerated
individuals in the United States and positions the Company to capitalize on
opportunities within the $4.5 billion correctional healthcare industry. Through
the acquisition of EMSA, the Company was able to (1) increase its contracts from
thirty-five to ninety-six; (2) increase the number of inmates served from 64,000
to 133,000; (3) leverage its revenue base whereby, at that time, no one contract
exceeded 8% of combined revenue; (4) increase its market presence to twenty-five
states, versus sixteen; (5) leverage its corporate general and administrative
expenses; (6) obtain more favorable pricing in areas such as pharmacy, medical
supplies and lab costs; and (7) strengthen certain critical disciplines such as
marketing and client development.
In addition to the strategic advantages, EMSA's contracts are similar to the
Company's prison and jail contracts, which allowed the Company to implement its
operational process, which includes (1) a claims management tracking system that
monitors incidents, claims and litigation; (2) a daily operating report to
monitor staffing and off-site utilization; (3) bi-weekly pharmacy reports; and
(4) a comprehensive cost review system that analyzes average costs per inmate at
each facility.
7
<PAGE> 8
The financial statements of the Company for the nine months ended September
30, 2000 include the operations of SPP, CHS and CPS since the dates of these
acquisitions, September 20, 2000, June 1, 2000, and March 30, 2000,
respectively. The CHS and CPS acquisitions increased the Company's number of
contracts served by 21 and increased the Company's presence in key geographic
regions. The SPP acquisition enables the Company to better manage its pharmacy
costs and provides the Company a vehicle through which to diversify its presence
in the correctional health care industry.
RESULTS OF OPERATIONS
THIRD QUARTER SEPTEMBER 2000 COMPARED TO THIRD QUARTER SEPTEMBER 1999
Healthcare revenues for the quarter ended September 2000 increased to $102.8
million from $69.7 million in the third quarter 1999. The $33.1 million increase
is attributable to the acquisitions of CPS, CHS and SPP (collectively "the
acquisitions"), an increase in inmate population, pricing adjustments of
existing contracts and new business. Revenue from the acquisitions was $18.7
million, existing contract revenues increased $11.7 million and new business
from marketing activity represented a net $2.7 million of revenues during the
quarter.
Healthcare expenses during the third quarter 2000 were $92.3 million or
89.7% of revenue versus $62.5 million or 89.7% of revenue for the same period in
1999. The $29.8 million increase is mainly attributable to the acquisitions and
net new business.
Selling, general and administrative expenses for the quarter ended September
2000 increased $.8 million as compared to the quarter ended September 1999. As a
percent of revenue, selling, general and administrative expenses were 3.8% for
the quarter ended September 2000 versus 4.4% for the same period in 1999. The
percentage decrease demonstrates the leverage on selling, general and
administrative expense provided by revenue growth under the Company's business
model.
Depreciation and amortization expense for the quarter ended September 2000
was $1.6 million versus $1.0 million for the same period in 1999. The increase
of $.6 million is mainly due to the amortization of cost in excess of net assets
acquired and non-compete agreements related to the acquisitions.
Net interest expense of $1.4 million for the quarter ended September 2000
increased $.5 million from the same period in September 1999. The increase is
related to the $40 million of incremental debt incurred to finance the
acquisitions during 2000.
Income taxes for the quarter ended September 2000 were $1.6 million, which
equates to a 43% effective tax rate. Preferred stock dividends of $.2 million
for the quarter ended September 2000 relate to the 5% coupon rate on the $12.5
million of mandatory redeemable preferred stock.
NINE MONTHS ENDED SEPTEMBER 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 1999
Healthcare revenues for the nine months ended September 2000 increased to
$268.5 million from $200.2 million for the nine months ended September 1999. The
$68.3 million increase is attributable to the acquisitions, an increase in
inmate population, pricing adjustments of existing contracts and new business.
Revenue from the acquisitions was $29.3 million, existing contract revenue
increases and the effect of owning EMSA for the full nine months of 2000
represented $34.3 million of the increase and $4.7 million was generated by net
new business from marketing activity.
Healthcare expenses during the nine months ended September 2000 were $241.8
million or 90.1% of revenue versus $180.2 million or 90.0% of revenue for the
same period in 1999. The $61.6 million increase is primarily attributable to the
acquisitions and net new business.
Selling, general and administrative expenses for the nine months ended
September 2000 increased $1.3 million as compared to the same period in 1999. As
a percent of revenue, selling, general and administrative expenses were 3.8% for
the nine months ended September 2000 versus 4.5% for September 1999. The
percentage decrease demonstrates the leverage on selling, general and
administrative expense provided by revenue growth under the Company's business
model.
Depreciation and amortization increased $1.3 million to $4.0 million for the
nine months ended September 2000. The increase is mainly due to the amortization
of cost in excess of net assets and non-compete agreements related to the
acquisitions.
8
<PAGE> 9
Net interest expense was $2.8 million for the nine months ended September
2000, a decrease of $.4 million from the nine months ended September 1999. The
decrease is primarily due to 1) higher amounts outstanding under the senior
secured credit facility during 2000 compared to 1999 to finance the acquisitions
and 2) the repayment of $7.5 million of the $15.0 million convertible
subordinated notes and the conversion of the remaining balance into $7.5 million
of mandatory redeemable preferred stock during the third quarter of 1999.
Interest expense was offset by $.1 million of interest income earned during the
period. The outstanding balance of the senior secured credit facility was $54.1
million as of September 30, 2000.
Income taxes for the nine months ended September 2000 were $3.9 million,
which equates to a 41% effective tax rate. Preferred stock dividends of $.5
million relate to the 5% coupon rate on the $12.5 million of mandatory
redeemable preferred stock. Preferred stock dividends for the same period in
1999 include a one-time noncash, nonrecurring dividend of $1.9 million, which
increased additional paid-in capital as of September 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities during the nine months ended September
30, 2000 was $11.6 million compared to cash provided by operations of $22.2
million for the comparable 1999 period. This decrease is primarily due to the
Company's ability to effectively collect the EMSA receivables during the second
and third quarters of 1999.
On July 15, 2000, the outstanding shares of mandatory redeemable common
stock were sold to an independent third party resulting in the expiration of the
stock's redemption provision. The value of the shares, accordingly, is reflected
as additional paid-in capital as of September 30, 2000.
On August 2, 2000, the Company entered into a $65 million senior secured
credit facility syndicated with three banks plus Bank of America, N.A. serving
as administrative agent. The credit facility is available through July 2003 and
will help position the Company to meet its future growth objectives.
During August 2000, the estate of Scott L. Mercy the former non-executive
Chairman of the Board of Directors who died in an airplane crash in May 2000,
exercised 175,000 stock options and sold the resulting shares. The exercise of
these options resulted in an additional cash flow of approximately $1.5 million
to the Company.
Prior to the purchase of SPP, the Company amended and expanded the $65
million credit facility for additional availability of $7.5 million through
December 29, 2000, which is extendable thereafter for a period not to exceed
three months.
The Company's cash and cash equivalents at September 30, 2000, were $1.8
million, compared with cash and cash equivalents of $.4 million at December 31,
1999. Management believes that the current levels of cash, when coupled with
internally generated funds and the remaining availability of the $18.4 million
under its recently amended credit facility are sufficient to meet the Company's
foreseeable cash needs.
9
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PART II:
OTHER INFORMATION
ITEM 5. -- OTHER EVENTS
On October 24, 2000, the Company issued a press release discussing its third
quarter 2000 operating performance. A copy of such press release is attached
hereto as Exhibit 99.1 and is hereby incorporated herein by reference.
ITEM 6. -- EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
11.1 -- Statement re-computation of per share earnings.
27.1 -- Financial Data Schedule for the nine months ended September 30, 2000
(for SEC use only)
27.2 -- Financial Data Schedule for the nine months ended September 30, 1999
(for SEC use only)
99.1 -- September 2000 Earnings Release
99.2 -- Press release dated September 20, 2000, announcing the acquisition of
Stadtlanders Corrections Division and the related asset purchase
agreement dated September 20, 2000 are incorporated herein by reference
to the Company's Current Report on Form 8-K, filed October 4, 2000,
Commission File No. 0-23340.
(B) Reports on Form 8-K
1. On October 4, 2000, the Company filed Form 8-K, announcing the
completion of the acquisition of Stadtlanders Corrections Division.
10
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly authorized this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICA SERVICE GROUP INC.
/s/ MICHAEL CATALANO
--------------------------------------------------
Michael Catalano
Chairman, President & Chief Executive Officer
/s/ S. WALKER CHOPPIN
--------------------------------------------------
S. Walker Choppin
Senior Vice President & Chief Financial Officer
Dated: November 13, 2000
11
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
11.1 -- Statement re-computation of per share earnings
27.1 -- Financial Data Schedule for the nine months ended September 30, 2000
(for SEC use only)
27.2 -- Financial Data Schedule for the nine months ended September 30, 1999
(for SEC use only)
99.1 -- September 2000 Earnings Release
</TABLE>
12
