CORRECTIONAL SERVICES CORP
10-Q/A, 1996-09-12
FACILITIES SUPPORT MANAGEMENT SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 1996

                                       OR

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from _______________ to ___________.

                          Commission File No.: 0-23038

                        CORRECTIONAL SERVICES CORPORATION
              (Exact name of small business issuer in its charter)

               Delaware                                11-2872782
      -------------------------                 --------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)


              1819 Main Street, Suite 1000, Sarasota, Florida 34236
                    (Address of principal executive offices)


                    Issuer's telephone number: (941) 953-9199


     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 for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes [x] No [
]

     The number of shares  outstanding of the issuer's  Common Stock,  par value
$.01 per share, as of May 13, 1996, was 4,956,584





<PAGE>



                        CORRECTIONAL SERVICES CORPORATION

                                      INDEX

                                                                        Page No
                                                                          ---

Part I.  Financial Information
<TABLE>
<CAPTION>
         Item 1.  Financial Statements
<S>                     <C>                                               <C>

              Balance Sheet - December 31, 1995
              and March 31, 1996...........................................3

              Condensed Consolidated Statements
              of Income - Three Months
              Ended March 31, 1996 and 1995 ...............................4

              Condensed Consolidated Statement
              of Cash Flows - Three Months
              Ended March 31, 1996 and 1995 ...............................5

              Notes to Financial Statements .............................6-9

         Item 2.  Management's Discussion and Analysis
                  or Plan of Operation.................................10-16

Part II.  Other Information ..............................................17

              Signature ..................................................18
</TABLE>




                                        2

<PAGE>


                       CORRECTIONAL SERVICES CORPORATION
                                AND SUBSIDIARIES
                  (FORMERLY ESMOR CORRECTIONAL SERVICES, INC.)
               CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
<TABLE>
<CAPTION>

       ASSETS                                                  March 31,         December 31,
<S>                                                             <C>               <C>
                                                                1996              1995
CURRENT ASSETS
      Cash and cash equivalents                                $451,080          $3,756,748
       Restricted  cash                                        $750,000            $750,000
      Accounts receivable                                     3,058,240           3,374,229
      Prepaid expenses and other current assets                 697,794           1,415,305

              Total current assets                            4,957,114           9,296,283

EQUIPMENT AND LEASEHOLD
  IMPROVEMENTS AT COST, NET                                  10,887,193           7,226,323

RECEIVABLE FROM SALE OF
   EQUIPMENT AND LEASEHOLD
   IMPROVEMENTS                                               3,357,882           3,207,882

OTHER ASSETS
     Deferred development and start-up costs, net             2,262,679           1,729,270
     Deferred income taxes                                    1,120,000           1,120,000
     Other                                                      722,702             760,769

                                                            $23,307,570         $23,340,527

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                $3,542,133          $3,535,165
     Current portion of long-term debt                        1,227,545           1,221,022

              Total current liabilities                      4,769,678           4,756,187

LONG-TERM LIABILITIES
     Long-term debt,  less current maturities                3,921,151            4,000,000
     Subordinated notes payable                              5,318,227            5,362,295
                                                             9,239,378            9,362,295

STOCKHOLDERS' EQUITY
     Preferred Stock, $.01 par value, 1,000,000 shares
       authorized, none issued and outstanding                   --                    --
     Common Stock, $.01 par value, 10,000,000 shares
       authorized 4,922,468 and 4,911,688 shares issued         49,224               49,117
     Additional paid-in capital                              9,545,076            9,479,436
     Deficit                                                  (295,786)            (306,508)
             Total stockholders' equity                      9,298,514            9,222,045

                                                           $23,307,570          $23,340,527
</TABLE>

        The accompanying notes are an integral part of these statements


                                        3


<PAGE>


                       CORRECTIONAL SERVICES CORPORATION
                                AND SUBSIDIARIES
                  (FORMERLY ESMOR CORRECTIONAL SERVICES, INC.)
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


                               Three Months Ended

<TABLE>
<CAPTION>

                                                   1996         1995
<S>                                                 <C>          <C>

Revenues:
     Resident fees                                $6,948,544   $7,878,123

     Other income                                    219,208      244,881

                                                   7,167,752    8,123,004

Expenses:
     Operating                                     4,897,231    4,920,017
     General and administrative                    2,038,660    2,315,030
     Interest                                        213,139       97,974

                                                   7,149,030    7,333,021

Income before income taxes                            18,722      789,983


Income tax provision                                   8,000      325,000


Net Income                                           $10,722     $464,983

Net Income per common share                            $0.00        $0.10

Weighted average shares outstanding                4,914,176    4,638,920

</TABLE>




        The accompanying notes are an integral part of these statements





                                        4


<PAGE>


                       CORRECTIONAL SERVICES CORPORATION
                                AND SUBSIDIARIES
                  (FORMERLY ESMOR CORRECTIONAL SERVICES, INC.)
           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

<TABLE>
<CAPTION>

                                                       Three Months Ended
                                                            March 31,
<S>                                                    <C>            <C>

                                                       1996          1995

Cash flows from operating activities:
  Net income                                         $10,722       $464,983
  Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
     Depreciation and amortization                   155,756        479,896
     Amortization of subordinated
       promissory note discount                       22,306           --
     Amortization of deferred loan costs              63,729           --
     Deferred income tax benefit                         0          (85,000)

   Changes in operating assets and liabilities:
     Accounts receivable                             315,989      1,004,074
     Prepaid expenses and other current assets       717,512       (311,861)
     Accounts payable and accrued liabilities          6,964      1,022,354
     Reserve for New Jersey facility
        carrying costs                              (150,000)         --

        Net cash provided by operating activities:   142,978      2,574,446

Cash flows from investing activities:
  Capital Expenditures                            (3,763,144)    (1,623,728
  Development and start-up costs                    (584,889)      (350,906)
  Other assets                                          0            0

        Net cash used in investing activities:    (4,348,033)    (1,974,634)

Cash flows from financing activities:
   Proceeds from long-term borrowing                  17,421        925,000
   Payment on long-term borrowings                   (65,500)      (202,177)
   Proceeds (payments) on short-term debt            (89,746)      (950,000)
   Proceeds from exercise of stock options         64,874          --
  Other assets                                      (27,662)        (41,173)

        Net cash used in financing activities      (100,613)       (268,350)

NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                                  (3,305,668)        331,462
Cash and cash equivalents at beginning of         3,756,748         308,446
Cash and cash equivalents at end of period         $451,080        $639,908

Supplemental disclosures of cash flows information:  Cash paid during the
  period for:
  Interest                                         $218,740         $83,246
  Income taxes                                      $23,385         $67,489

</TABLE>

        The accompanying notes are an integral part of these statements

                                        5


<PAGE>




                        CORRECTIONAL SERVICES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1996
                                   (Unaudited)


     NOTE  1 -  In  August  1996,  the  Company  changed  its  name  from  Esmor
Correctional Services, Inc. to Correctional Services Corporation. In the opinion
of  management  of  Correctional  Services  Corporation  and  subsidiaries  (the
"Company"),   the  accompanying   unaudited  condensed   consolidated  financial
statements  as of March 31, 1996 and for the three months then ended include all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation.  These  statements  should be read in  conjunction  with the
consolidated  financial  statements  and  the  related  notes  included  in  the
Company's  Annual Report on Form 10-KSB for the year ended December 31, 1995 and
do not include all the information and footnote disclosure required by generally
accepted accounting principles for complete financial statements.

     NOTE 2 - The results of  operations  for the three  months  ended March 31,
1996 are not  necessarily  indicative of the results to be expected for the full
year.

     NOTE 3 - The  computation  of net loss per  common  share is based upon the
weighted average number of common shares outstanding during the periods.  Common
stock equivalents were not included for the period ended March 31, 1996 as their
effect would be anti-dilutive.

     NOTE  4 -  Effective  December  31,  1995,  the  Company  entered  into  an
$11,000,000 Revolving Credit and Term Loan Agreement (the "Loan Agreement") with
NationsBank,  N.A. ("NationsBank").  Pursuant to the terms of the Loan Agreement
as amended,  NationsBank will make revolving  credit loans to the Company,  from
time to time,  in  amounts  not to  exceed,  in the  aggregate,  the  lesser  of
$6,000,000  or  the  Borrowing  Base  (defined  in  the  Loan  Agreement  to  be
eighty-five  (85%)  percent  of the  Company's  and its  subsidiaries'  eligible
accounts  receivable).  Proceeds of  revolving  credit  loans are to be used for
working capital purposes  (including,  without limitation,  deferred development
and start-up costs in connection with the Company's new or existing facilities).
Interest on the revolving credit loans is computed at the Company's  option,  at
either NationsBank's prime rate plus 0.75% or the London International Bank Rate
plus 3.35%. As part of the Loan Agreement,  NationsBank also made a term loan to
the Company in the  principal  amount of  $5,000,000.  Proceeds of the term loan
were used to repay the Company's  existing  indebtedness  to its former  lender.
($5,002,689 at December 31, 1995).  The Term Loan bears interest at a fixed rate
of 8.92% and is repayable in monthly  installments  of $83,333 until January 15,
1998,  at which time the Loan  Agreement  terminates  and the  remaining  unpaid
balances are due and  payable.  After  September  30,  1996,  the interest  rate
charged  under  the  revolving  credit  and the term  loan  will be based on the
Company's financial performance as set forth in the Loan Agreement.  The Company
may  prepay  any  borrowings   without   interest  or  penalty.   The  Company's
subsidiaries have guaranteed the Company's  obligations under the Loan Agreement
and the Company has granted NationsBank a first priority

                                        6

<PAGE>



security  interest in all of its assets,  including a first real estate mortgage
on the land and  building  used for the  Arizona  DWI  prison.  The  Company  is
required to pay  NationsBank  one-quarter  of one percent of the average  unused
portion of the facility. The Loan Agreement contains certain financial covenants
including a debt service coverage ratio (as amended  effective for June 30, 1996
and for subsequent periods),  and a senior liabilities to tangible net worth and
subordinated debt ratio. The Company was not in compliance with its debt service
coverage ratio as of March 31, 1996.  NationsBank  agreed to waive this covenant
for March 31, 1996 and has  amended the debt  service  coverage  ratio  covenant
under the Agreement.  The Loan Agreement  precludes the payment of dividends and
stock repurchases or redemption's prior to December 31, 1996.  Thereafter,  such
dividends,  repurchases or redemption's  are limited to 10% of the Company's net
earnings  after  taxes  provided  that the  Company  is in  compliance  with the
above-noted financial covenants.

     NOTE 5 - Due  to a  disturbance  at the  Company's  Elizabeth,  New  Jersey
facility on June 18, 1995,  the facility  was closed and all  detainees  located
therein were moved by the INS to other  facilities.  On December  15, 1995,  the
Company and a  publicly-traded  company (the  "Buyer")  which also  operates and
manages  detention and correctional  facilities,  entered into an asset purchase
agreement  pursuant to which Buyer  purchased  the  equipment,  inventory and of
supplies,  contact rights and records,  leasehold and land  improvements  of the
Company's New Jersey facility for  $6,223,000.  The purchase price is payable in
monthly  non-interest  bearing  installments  of  $123,000  through  August 1999
beginning in the month the Buyer  commences  operations of the facility.  If the
INS  re-awards  the  contract  to the Buyer,  the  unpaid  balance is payable in
monthly  non-interest  bearing  installments of $123,000  beginning in the first
month of the  re-award  term and the  Company  will  record as income the unpaid
balance. On June 13, 1996 the Company, the Buyer and the INS executed a Novation
Agreement  whereby the Buyer became the  Company's  successor in interest to the
contract with the INS. In addition,  the Company's  lease  agreement for the New
Jersey  facility  was  assigned  to the Buyer.  The  Company  has no  continuing
obligation at the Elizabeth, New Jersey facility.

     The  receivable  from  Sale of the  Equipment  and  Leasehold  Improvements
reflected  in the  balance  sheet at  December  31,  1995  and  March  31,  1996
represents the present value of the  consideration to be received through August
31, 1999, of $3,207,882 and  $3,357,882  (unaudited),  respectively  ($4,428,000
discounted  using an interest rate of 11.5% per annum)  reduced by the estimated
closing costs (legal and consulting) and the facility's estimated carrying costs
through July 1, 1996. The statement of operations for 1995 reflects a provision,
"New Jersey facility  closure costs," of $3,909,700  which  represents  $416,201
from the  write-off of deferred  development  costs  related to the facility and
$3,493,429  resulting  from the  adjustment of the carrying value of the related
assets discussed above. During the three months ended March 31, 1996 the reserve
for carrying and closing  costs were reduced by  approximately  $150,000 of cash
payments for rent and other carrying and closing costs.

     NOTE 6 - On March 6, 1996 former inmates at one of the Company's facilities
filed an action in the Supreme Court of the State of New York,  County of Bronx.
Plaintiffs claim on behalf of themselves and other similarly situated,  personal
injuries and property damage purportedly

                                        7

<PAGE>



caused by negligence  and  intentional  acts of the Company.  The lawsuit claims
$500,000,000 each for compensatory and punitive damages.  The Company intends to
vigorously defend itself in this action.  The Company has notified its insurance
carrier and has  requested  indemnity and defense.  The ultimate  outcome of the
lawsuit  cannot be determined at this time, and  accordingly,  no adjustment has
been made to the consolidated financial statements.

     In July 1996, a lawsuit was filed with the Superior  Court for the State of
New  Jersey  by nine  plaintiffs  who were  detainees  at the  Company's  former
Elizabeth,  New Jersey  facility (or their spouses).  The detainees  allege that
they were  mistreated at the hands of local law  enforcement  authorities  while
they were detainees at a facility formerly operated by the Company.  No specific
damage amounts are set forth in the complaint. However, in claim forms submitted
to the Company prior to the commencement of the litigation,  individual  damages
of $10,000,000  per plaintiff  were  demanded.  The action has been moved to the
United States  District Court for the District of New Jersey,  Newark  Division.
The Company  intends to vigorously  defend  itself in this action.  The ultimate
outcome of the lawsuit  cannot be determined at this time, and  accordingly,  no
adjustment has been made to the consolidated financial statements.


     NOTE 7 - In January,  1996 the Company  entered into three year  employment
agreements with the Chief  Operating  Officer and the Executive Vice President -
Finance. Pursuant to the terms of the employment agreements,  each executive was
granted an option to purchase  100,000 shares of Common Stock and is entitled to
receive a 3% bonus (not to exceed  $50,000 and $75,000,  respectively)  based on
profits in excess of $1,000,000 as defined in the agreements.

     NOTE 8 - On April  11,  1996,  the  Company  opened a 400 bed DWI  facility
located in Phoenix, Arizona.

     In October 1995 the Company  signed  contracts with the State of Florida to
operate two 350 bed  facilities  for  juvenile  offenders.  Operations  at these
facilities are scheduled to begin in the first quarter of 1997.

     NOTE 9 - In July  1996  the  Company's  Certificate  of  Incorporation  was
amended  which  changed  the  name  of  the  Company  to  Correctional  Services
Corporation  and increased the number of authorized  shares of Common Stock from
10,000,000 shares to 30,000,000 shares.

     NOTE 10 - The Company acts as a fiduciary  disbursing  agent on behalf of a
governmental entity whereby certain  governmental entity funds are maintained in
a separate bank account.  These funds are for payments to the general contractor
which is constructing a government  owned  facility.  The Company is responsible
for managing the  construction  process.  Once  completed,  operations  at these
facilities  will be managed by the  Company.  The Company has no legal rights to
the  funds  and  accordingly,  such  funds  do not  appear  in the  accompanying
financial statements.

     NOTE 11 - Proposed  Public Offering of Securities - The Company has filed a
registration  statement for a proposed sale of 2,450,000 shares of common stock.
Of the 2,450,000 shares of

                                        8

<PAGE>



common stock offered, 2,000,000 shares are being sold by the Company and 450,000
shares by certain  stockholders.  The Company will not receive any proceeds from
the shares  being  sold by  stockholders.  The  Company  intends to retire  bank
indebtedness with a portion of the net proceeds of the proposed offering.


                                        9

<PAGE>



     Item 2. Management's Discussion and Analysis or Plan of Operation

     Results of Operation

     The Company had revenues of $8,123,003  and $7,167,752 for the three months
ended  March 31, 1995 and 1996,  respectively,  a decrease of $955,252 or 11.8%.
The net  decrease  in  revenues  for the 1996  periods as  compared  to the 1995
periods resulted principally from the discontinuance of the Company's operations
at its Elizabeth,  New Jersey INS facility on June 18, 1995 and lower  occupancy
rates at the Company's Fort Worth and Houston,  Texas facilities.  This decrease
was offset in part by revenues  generated by the Canadian,  Texas facility which
began  operations  in April  1995,  the  Bartow,  Florida  facility  which began
operations in July 1995 and the Phoenix, Arizona facility which began operations
in April 1996.

     Operating  expenses  decreased  from  $4,920,017 for the three months ended
March 31,  1995 to  $4,897,231  for the three  months  ended March 31,  1996,  a
decrease of $22,786 or .5%. As a  percentage  of  revenues,  operating  expenses
increased  from 60.6% for the three months ended March 31, 1995 to 68.3% for the
three months ended March 31, 1996.  These changes  resulted  primarily  from the
opening of the facilities noted above,  the addition of management  personnel in
the  corporate  office,  and the  discontinuance  of operations at the Company's
Elizabeth, New Jersey INS facility.

                                       10

<PAGE>




     General and  administrative  expenses  for the three months ended March 31,
1995 and 1996 were  $2,315,030  and  $2,038,660,  respectively,  a  decrease  of
$276,370  or 11.9%.  The  decline in general  and  administrative  expenses  was
attributable  primarily to the closure of the New Jersey  facility in June 1995.
As a percentage of revenues general and  administrative  expenses were 28.5% and
28.4% for the three months ended March 31, 1996 and 1995, respectively.

     Interest  expense  increased 117.5% from $97,974 for the three months ended
March 31, 1995 to $213,139 for the six months ended June 30, 1996. This increase
resulted  primarily  from  indebtedness  attributable  to the  placement of $5.6
million of  subordinated  debt at a 10%  interest  rate in the third  quarter of
1995,  proceeds of which were used to fund the  purchase and  renovation  of the
Phoenix, Arizona facility.

     As a result of the foregoing factors, the Company had net income of $10,722
or ($0.00) per share for the three months  ended March 31, 1996  compared to net
income of $464,983 or $0.10 per share for the three months ended March 31, 1995.

     Due to a disturbance at the Company's Elizabeth, New Jersey INS facility on
June 18, 1995,  the facility was closed and all detainees  located  therein were
moved by the INS to other facilities.


                                       11

<PAGE>



     On  December  15,  1995,  the Company and a  publicly-traded  company  (the
"Buyer") which also operates and manages detention and correctional  facilities,
entered into an asset purchase  agreement  pursuant to which the Buyer purchased
the  equipment,  inventory  and  supplies,  contract  rights  and  records,  and
leasehold  and land  improvements  of the  Company's  New  Jersey  facility  for
$6,223,000.  The purchase price will be payable in non-interest  bearing monthly
installments of $123,000 through August 31, 1999,  following the month the Buyer
commences operations of the facility. The unpaid balance is due after August 31,
1999 if the INS  re-awards  the contract to the Buyer,  payable in  non-interest
bearing  monthly  installments of $123,000 until the $6,223,000 is paid. On June
13,  1996 the  Company,  the Buyer and the INS  executed  a  Novation  Agreement
whereby the Buyer  became the  Company's  successor  in interest to the contract
with the INS. In  addition,  the  Company's  lease  agreement  to the New Jersey
facility was assigned to the Buyer. The Company has no continuing  obligation at
the Elizabeth, New Jersey INS facility.

     The  receivable  from the sale of the equipment and leasehold  improvements
reflected  on the  balance  sheet at  December  31,  1995  and  March  31,  1996
represents the present value of the  consideration to be received through August
31, 1999, of $3,207,882 and  $3,357,882  (unaudited),  respectively  ($4,428,000
discounted  using an interest rate of 11.5% per annum)  reduced by the estimated
closing costs (legal and consulting) and the facility's estimated carrying costs
through July 1, 1996, the estimated  transfer dates. The statement of operations
for 1995 reflects a provision for closure costs of

                                       12

<PAGE>



$3,909,700, which represents $416,201 from the write-off of deferred development
costs related to the facility and  $3,493,499  resulting  from the adjustment of
the  carrying  value of the related  assets  discussed  above.  During the three
months  ended March 31, 1996 the reserve  for  carrying  and closing  costs were
reduced by  approximately  $150,000 of cash payments for rent and other carrying
and closing costs.

     The  Company  has  revised  the  present  value  up to  and  including  the
receivable from the sale of equipment and leasehold improvements described above
and reduced to zero the portion of the  receivable  contingent  upon re-award of
the related  management  contract and  increased the provision for closure costs
for a like amount of $1,300,000 for the year ended December 31, 1995. The effect
of the adjustments on the accompanying financial statements at December 31, 1995
is as follows:

<TABLE>
<CAPTION>

                                                               As Previously
                                                                 Reported               As Restated
                                                               ------------            -------------
<S>                                                                 <C>                     <C>    
Receivable from sale of equipment and leasehold
improvements...................................................$4,507,882              $3,207,882
Deferred income taxes..........................................   600,000               1,120,000
Retained earnings (deficit)....................................   473,492                (306,438)

</TABLE>



     If the INS contract is re-awarded to the Buyer in August 1999,  the Company
will record as income the unpaid balance.



                                       13

<PAGE>



     Liquidity and Capital Resources

     The  Company has  historically  financed  its  operations  through  private
placements and public sales of its  securities,  cash generated from  operations
and borrowings from banks.

     The Company had working capital at March 31, 1996 of $189,436, a decline of
$4,352,660 from the Company's working capital at December 31, 1995,  principally
attributable to funds used for  construction of the Company's  Phoenix,  Arizona
facility,  which opened April 11, 1996. The Company's  current ratio declined to
1.04 to 1 at March 31, 1996 from 1.95 to 1 at December  31,  1995.  At March 31,
1996, the projected  start-up costs for the two 350-bed detention  facilities in
Florida,  scheduled to become  operational  in the first  quarter of 1997,  were
estimated at $3.0 million, which will be funded by the public offering scheduled
for September 1996.

     Net cash  provided by operating  activities  was  $1,142,978  for the three
months ended March 31, 1996 as compared to $2,574,446 for the three months ended
March 31,  1995.  The decrease was  attributable  primarily to the  reduction in
depreciation and amortization  resulting from the closure of the Elizabeth,  New
Jersey INS facility and changes in working  capital.  Net cash of $4,348,033 was
used in  investing  activities  for the three  months  ended March 31, 1996 as a
result of fixed asset  acquisition  costs of  $3,763,144,  the majority of which
related to the Company's Phoenix, Arizona

                                       14

<PAGE>



facility and $584,889 in additional deferred development and start-up costs. Net
cash of $100,613  was used in  financing  activities  in the three  months ended
March 31, 1996 as compared to $268,350 in the three months ended March 31, 1995.
The principal use of such funds in both periods was payment of bank borrowings.

     Financing

     Effective  December  31,  1995,  the Company  entered  into an  $11,000,000
Revolving   Credit  and  Term  Loan  Agreement  (the  "Loan   Agreement")   with
NationsBank, N.A. ("NationsBank").  Pursuant to the terms of the Loan Agreement,
the Company,  from time to time,  may borrow up to the lesser of  $6,000,000  or
85.0% of the Company's  eligible  accounts  receivable.  Loan proceeds are to be
used for working capital,  including deferred  development and start-up costs in
connection  with new or existing  facilities.  Interest on the revolving  credit
loan is computed, at the Company's option, at either NationsBank prime rate plus
0.75%  or the  London  International  Bank  Rate  plus  3.35%.  Under  the  Loan
Agreement,  Nationsbank  also made a term loan to the  Company in the  principal
amount of $5,000,000,  which was applied to repay the Company's  indebtedness of
$5,002,869  to  another  bank.  The term  loan  bears  interest  at 8.92% and is
repayable in monthly  installments  of $83,333  until January 15, 1998, at which
time the Loan Agreement terminates and any remaining unpaid balances are due and
payable. After September 30, 1996, the interest rate payable under the revolving
credit loan will be based on the Company's financial performances set forth

                                       15

<PAGE>



in the Loan Agreement. The Company may prepay any borrowings without interest or
penalty.  The Company has granted NationsBank a first priority security interest
in all of its assets,  including  a first real  estate  mortgage on the land and
building  of the  Phoenix,  Arizona  facility.  The  Company is  required to pay
NationsBank  0.25% of the average unused  portion of the revolving  credit loan.
The Company was not in compliance with a cash  flow-based debt service  coverage
ratio at March 31, 1996 and renegotiated such ratio.

     During the year ended  December 31, 1995,  the Company  completed a private
placement of 5,676.6 units at $1,000 per unit, each unit consisting of (i) a ten
percent (10.0%) subordination  promissory note due July 1, 1998 in the principal
amount of $1,000;  and (ii) four year  warrants to purchase 154 shares of Common
Stock at $7.75 per share. The Company received gross proceeds of $5,676,600 from
the sale of the  units of which  $365,000  was  attributed  to the  value of the
warrants.  During such period,  the Company also completed the private placement
of 496,807 shares of Common Stock at $7.75 per share,  receiving  gross proceeds
of  $3,850,254.  Approximately  $8,500,000 of the proceeds of the two placements
was used to  finance  costs  associated  with  the  Company's  Phoenix,  Arizona
facility and the balance for expenses related to the private  placements and for
working capital.


                                       16

<PAGE>





                                         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 and Reports on Form 8-K

     (a) Exhibits

         27. Financial Data Schedule


     (b) Reports on Form 8-K


         None.



                                                    17

<PAGE>


                                                SIGNATURES

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



                                      CORRECTIONAL SERVICES CORPORATION
                                      Registrant


                                  By: \s\ Aaron Speisman
                                      Aaron Speisman, Secretary



                                  By: \s\ Lee Levinson
                                      Lee Levinson
                                      Chief Financial Officer


Dated:  September 12, 1996








                                                    18

<PAGE>

<TABLE> <S> <C>

<ARTICLE>                              5
<CIK>                                  0000914670
<NAME>                                 Correctional Services Corporation
       
<S>                                      <C>
<PERIOD-TYPE>                                  YEAR
<FISCAL-YEAR-END>                       DEC-31-1996
<PERIOD-START>                          JAN-01-1996
<PERIOD-END>                            MAR-31-1996
<CASH>                                    1,201,080
<SECURITIES>                                      0
<RECEIVABLES>                             3,058,240
<ALLOWANCES>                                      0
<INVENTORY>                                       0
<CURRENT-ASSETS>                          4,957,114
<PP&E>                                   11,653,766
<DEPRECIATION>                              766,573
<TOTAL-ASSETS>                           23,307,570
<CURRENT-LIABILITIES>                             0
<BONDS>                                           0
                             0
                                       0
<COMMON>                                     49,224
<OTHER-SE>                                9,249,290
<TOTAL-LIABILITY-AND-EQUITY>             23,307,570
<SALES>                                   6,948,544
<TOTAL-REVENUES>                          7,167,752
<CGS>                                             0
<TOTAL-COSTS>                                     0
<OTHER-EXPENSES>                          6,935,891
<LOSS-PROVISION>                                  0
<INTEREST-EXPENSE>                          213,139
<INCOME-PRETAX>                              18,222
<INCOME-TAX>                                  8,000
<INCOME-CONTINUING>                          10,722
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                                      0
<EPS-PRIMARY>                                     0
<EPS-DILUTED>                                     0
        




</TABLE>


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