-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HS26YR0NieB9OMbM7HhadNuncf+fYGXzB+ky02fEuIES9DIams3EuoPGS9V4VzuV aoPloWxqUGY0WQ/AHo1TJg== 0000872202-00-000010.txt : 20000515 0000872202-00-000010.hdr.sgml : 20000515 ACCESSION NUMBER: 0000872202-00-000010 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVALON CORRECTIONAL SERVICES INC CENTRAL INDEX KEY: 0000872202 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 133592263 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-20307 FILM NUMBER: 627744 BUSINESS ADDRESS: STREET 1: 13401 RAILWAY DR STREET 2: P O BOX 57012 CITY: OKLAHOMA CITY STATE: OK ZIP: 73114 BUSINESS PHONE: 4057528802 MAIL ADDRESS: STREET 1: P O BOX 57012 CITY: OKLAHOMA CITY STATE: OK ZIP: 73157 FORMER COMPANY: FORMER CONFORMED NAME: AVALON COMMUNITY SERVICES INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: AVALON ENTERPRISES INC DATE OF NAME CHANGE: 19600201 10QSB/A 1 AMENDED FORM 10-QSB FOR PERIOD ENDING 3-31-00 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDED FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2000 Commission File Number: 0-20307 AVALON CORRECTIONAL SERVICES, INC. (Exact name of small business issuer as specified in its charter) Nevada 13-3592263 (State of Incorporation) (I.R.S. Employer I.D. Number) 13401 Railway Drive, Oklahoma City, Oklahoma 73114 (Address of principal executive offices) (405) 752-8802 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or such shorter period as the registrant was required to file such reports), and (2) been subject to such filing requirements for the past 90 days: Yes X No ___ As of April 15, 2000, 4,715,630 shares of the issuer's Class A common stock, par value $.001, were issued and outstanding. Transitional Small Business Disclosure Format: Yes ___; No X . PART I - FINANCIAL INFORMATION AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, December 31, 2000 1999 --------------- --------------- ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 657,000 $ 601,000 Related party receivables 230,000 294,000 Accounts receivable, net 2,415,000 2,174,000 Current maturities of notes receivable 3,000 31,000 Prepaid expenses and other 100,000 360,000 --------------- --------------- Total current assets 3,405,000 3,460,000 Property and equipment, net 29,866,000 29,552,000 Other assets 5,354,000 5,428,000 --------------- --------------- Total assets $ 38,625,000 $ 38,440,000 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable, accrued $ 939,000 $ 1,395,000 liabilities and other Current maturities of long-term debt 1,483,000 1,150,000 --------------- --------------- Total current liabilities 2,422,000 2,545,000 Long-term debt, less current 25,580,000 25,554,000 maturities Convertible debentures 3,850,000 3,850,000 --------------- --------------- Total liabilities 31,852,000 31,949,000 Redeemable Common Stock, $.001 par value 1,622,448 shares issued and 3,945,000 4,124,000 outstanding Stockholders' equity: Common stock: Par value $.001; 20,000,000 shares authorized; 4,715,630 shares and 4,715,630 shares issued and outstanding, less 1,622,448 shares subject to repurchase. 3,000 3,000 Stock to be issued, 50,000 shares 67,000 --- Preferred stock; par value $.001; --- --- 1,000,000 shares authorized; none issued Paid-In capital 6,865,000 6,686,000 Accumulated deficit (4,107,000) (4,322,000) --------------- --------------- Total liabilities and $ 38,625,000 $ 38,440,000 stockholders' equity =============== =============== The accompanying notes are an integral part of these consolidated financial statements. Page 1 AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended March 31, 2000 1999 --------------- --------------- Revenues $ 5,248,000 $ 2,427,000 --------------- --------------- Costs and expenses Direct operating $ 3,517,000 $ 1,505,000 General and administrative 393,000 330,000 Development Costs --- 222,000 Depreciation and amortization 334,000 185,000 Interest expense 789,000 452,000 --------------- --------------- Income (loss) from continuing operations before income tax expense(benefit) $ 215,000 $ (267,000) Income tax expense (benefit) --- --- --------------- --------------- Income (loss) before $ 215,000 $ (267,000) extraordinary item --------------- --------------- Extraordinary loss from early retirement of debt --- (35,000) --------------- --------------- Net income (loss) $ 215,000 $ (302,000) =============== =============== Basic and diluted income (loss) per share: Income (loss) before extraordinary $ 0.05 $ (0.05) loss Extraordinary loss from early retirement of debt --- (0.01) --------------- --------------- Net income (loss) per share, $ 0.05 $ (0.06) basic and diluted =============== =============== Weighted average number of common and common equivalent shares outstanding: Basic 4,715,630 4,665,790 =============== =============== Diluted 4,741,430 4,665,790 =============== =============== The accompanying notes are an integral part of these consolidated financial statements. Page 2 AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) For the three months ended March 31, 2000 1999 --------------- --------------- OPERATING ACTIVITIES: Net income (loss) $ 215,000 $ (302,000) Adjustments to reconcile net loss to net cash provided by (used for) operating activities Depreciation and amortization 334,000 185,000 Amortization of debt issue costs 67,000 42,000 Writeoff of development and --- 3,000 acquisition costs Extraordinary loss on early --- 35,000 retirement of debt Changes in operating assets and liabilities: Decrease (increase) in - Accounts receivable (177,000) (159,000) Prepaid expenses and other 334,000 3,000 Increase (decrease) in accounts payable, accrued liabilities and other (456,000) 116,000 --------------- --------------- Net cash provided by operating $ 317,000 $ (77,000) activities --------------- --------------- INVESTING ACTIVITIES: Capital Expenditures $ (715,000) $ (5,140,000) Proceeds from short-term investments 5,919,000 Proceeds from payments on notes 28,000 4,000 receivable --------------- --------------- Net cash used in investing $ (687,000) $ 783,000 activities --------------- --------------- FINANCING ACTIVITIES: Payment of loan fees and deferred costs $ --- $ (637,000) Deposit of escrow funds --- (748,000) Proceeds from borrowings 5,332,000 1,775,000 Repayment of borrowings (4,973,000) (5,077,000) Proceeds from warrant and option 67,000 8,000 exercise --------------- --------------- Net cash provided by financing $ 426,000 $ (4,679,000) activities --------------- --------------- NET INCREASE (DECREASE) IN CASH $ 56,000 $ (3,973,000) CASH, BEGINNING OF PERIOD 601,000 5,181,000 --------------- --------------- CASH, END OF PERIOD $ 657,000 $ 1,208,000 =============== =============== The accompanying notes are an integral part of these consolidated financial statements. Page 3 AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business - Avalon Correctional Services, Inc. ("Avalon" or the "Company") (formerly Avalon Community Services, Inc.) is an owner and operator of private community correctional services. Avalon specializes in privatized community correctional facilities and intensive correctional programming. Avalon is currently operating in Oklahoma, Texas and Colorado with plans to significantly expand into additional states. Avalon's business strategy is designed to elevate the Company into a dominant provider of community correctional services by expanding its operations through new state and Federal contracts and selective acquisitions. Avalon owns a 250-bed minimum security facility in Oklahoma City, Oklahoma,; a 252-bed minimum security facility in Tulsa, Oklahoma,; a 150-bed adult minimum security facility in Tulsa, Oklahoma; a 150-bed medium security facility in El Paso, Texas; a 300- bed medium security facility in El Paso, Texas; a 160-bed medium security juvenile facility in Union City, Oklahoma; a 135-bed minimum security facility in Henderson, Colorado; and a 300-bed minimum security multi-use facility in Greeley, Colorado. Avalon also operates a 35-bed minimum security facility in Denver, Colorado, and a day reporting center in Northglen, Colorado. The Colorado community corrections programs also provide non-residential services to approximately 800 offenders in the State of Colorado. Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all material intercompany balances and transactions. Use of Estimates - The preparation of the consolidated financial statements requires the use of management's estimates and assumptions in determining the carrying values of certain assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from those estimated. Cash and Cash Equivalents - The Company considers all highly liquid investments with original maturities of three months or less when purchased and money market funds to be cash equivalents. Investments - The Company accounts for certain investments in debt securities in the following manner. Debt securities the Company has a positive intent and ability to hold to maturity are classified as held-to-maturity securities and are reported at amortized cost. Debt securities bought and held principally for the purpose of selling in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Debt securities not classified as either held-to- maturity securities or trading securities are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses, net of tax effects, excluded from earnings and reported in other comprehensive income. The Company has classified its entire debt securities portfolio as held-to-maturity securities. Declines in the fair value of individual securities below cost or amortized cost that are other than temporary result in write-downs included in earnings. The specific identification method is followed in determining the cost of securities sold. Concentrations of Credit Risk - Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of temporary cash investments, accounts receivable and notes receivable. The Company places its temporary cash Page 4 investments with high credit quality financial institutions and money market funds and limits the amount of credit exposure to any one institution or fund. Concentrations of credit risk with respect to accounts receivable are limited due to the fact that a significant portion of the Company's receivables are from state governments. The Company maintains an allowance for doubtful accounts for potential credit losses. Actual bad debt expenses have not been material. Credit risk on a note receivable is partially mitigated by the collateralization of the note by second lien on real estate. Property and Equipment - Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in current operations. Depreciation is provided using the straight-line method over the following estimated useful lives: Buildings and Improvements 40 Years Furniture and Equipment 5 to 7 Years Transportation Equipment 3 to 15 Years Impairment losses are recorded on long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. Impairment losses are recognized based upon the estimated fair value of the asset when required. Income Taxes - Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities. Revenue Recognition - The Company recognizes revenues as services are provided. Revenues are generally earned based upon the number of inmates on a per diem basis at the Company's correctional facilities. Correctional revenues are received monthly from various governmental agencies. Development Costs - Pursuant to Statement of Position 98-5 "Reporting on the Costs of Start Up Activities", the Company expenses development and new facility opening costs as incurred. Net Income (Loss) Per Common Share - Basic income (loss) per share has been computed on the basis of weighted average shares outstanding during each period. Diluted income per share has been computed based on the assumption that all dilutive options and warrants are exercised. Interim Financial Statements - The consolidated balance sheet as of March 31, 2000 and the statements of operations and cash flows for the three months ended March 31, 2000 and 1999 are unaudited and, in the opinion of management, reflect all adjustments that are necessary for a fair presentation of the financial position as of such date and the results of operations and cash flows for the period then ended. All such adjustments are of a normal and recurring nature. The financial statements included herein have been prepared in conformity with generally accepted accounting principles and should be read in conjunction with the December 31, 1999 Form 10-KSB filing. Footnote disclosures which would substantially duplicate the disclosure contained in the most recent annual report on Form 10-KSB have been condensed or omitted. The results of operations for the three months ended March 31, 2000, are not necessarily Page 5 indicative of the results that may be expected for the entire year ended December 31, 2000. NOTE 2. LONG-TERM DEBT Long-term debt consists of the following: March 31, December 31, 2000 1999 ---------------- --------------- Revolving bank line of credit, $ 598,000 $ 110,000 collateralized by accounts receivable, with interest at 1% over prime (effective rate of 10% at March 31, 2000); due Feb 2004. Notes payable to banks, collateralized by transportation equipment due in installments through March 2012 with interest ranging from 4.90% to 9.49% 788,000 822,000 Notes payable to banks, collateralized by land, buildings, and improvements due in installments through June 2012 with interest ranging from 8.95% to 11%. 15,362,000 15,448,000 Note payable to an investment company, uncollateralized with interest at 12.5%, due in four installments beginning in 2005, including original issue premium 10,315,000 10,324,000 ---------------- --------------- $ 27,063,000 $ 26,704,000 Less - current maturities $ 1,483,000 $ 1,150,000 ---------------- --------------- $ 25,580,000 $ 25,554,000 ================ =============== The Company completed a senior credit facility with Fleet Capital Corporation on February 25, 1999. The Company utilized existing cash reserves in February 1999 to retire $5,053,000 in existing indebtedness upon the completion of the senior credit facility. The difference between the Company's carrying value of debt and the amounts paid to extinguish the debt resulted in an extraordinary loss of $35,000 recognized in 1999. The senior credit facility has certain financial covenants requiring the Company to maintain certain earnings and financial ratios among other things. The Company completed a $15,000,000 private placement of debt and equity with an investment company on September 16, 1998. Pursuant to the terms of the agreement, the Company tendered an unsecured subordinated note with a face value of $10,000,000 bearing interest of 12.5% with interest payable in quarterly installments until December 31, 2005, when the first of four quarterly principal installments are due. The Company also tendered 1,622,448 shares of redeemable common stock to the investment company. These shares are subject to repurchase by the Company under certain circumstances, or beginning September 16, 2003 at the holders option, at the then current average traded price of the stock. The Company is amortizing the difference between the carrying value and the estimated redemption price of the stock by periodic charges / credits to additional paid-in capital. The financial covenants require the Company, among other things, to maintain certain earnings and debt coverage ratios. The Company obtained an independent fair value appraisal of the debt and equity instruments reflecting a fair value allocation of the debt of $10,365,000 and the fair value allocation of the redeemable common stock of $4,635,000. The original issue premium of $365,000 is being accreted as a reduction of interest expense over the term of the debt instrument. Debt issue costs of $1,654,000 (including $266,000 representing the fair value of warrants issued to financial advisors) have been allocated to the debt and redeemable common stock based upon their fair values. Costs of $511,000 allocated to the redeemable common stock reduced its original book value to $4,124,000. Costs of $1,143,000 allocated to the debt instrument are included in other assets and are being Page 6 amortized to interest expense over the life of the debt instrument using the effective interest method. NOTE 3. CONVERTIBLE DEBENTURES The Company completed a private placement of $4,150,000 of convertible debentures on September 12, 1997. The convertible debentures bear interest at 7.5% and mature on September 12, 2007. The convertible debentures may be redeemed by the Company at any time after May, 2000 at 106.5% of principal, declining to 100% at maturity. The convertible debentures are convertible into common stock at $3.00 per share at any time until their maturity. The convertible debenture holders signed agreements to subordinate the debentures to the $10,000,000 face value note issued on September 16, 1998. The Company redeemed $300,000 of convertible debentures at face value in September 1998. NOTE 4. STOCKHOLDERS' EQUITY The Company completed a private placement in August 1994, of 1,000,000 shares of common stock and 1,000,000 Class C stock purchase warrants and an additional 100,000 shares of common stock and 100,000 Class C stock purchase warrants were reserved for underwriters. The Company issued an additional 25,000 and 165,000 Class C stock purchase warrants, respectively, in 1997 and 1996. The Company has issued 452,500 shares of common stock upon the exercise of the Class C stock purchase warrants through March 31, 2000. Warrants totaling 50,000 shares were exercised during the three months ending March 31, 2000 and the remainder expired March 31, 2000. The Company issued 200,000 Class D stock purchase warrants in August 1996, in connection with the acquisition of the El Paso Intermediate Sanction Facility. The Class D stock purchase warrants provide for the purchase of the Company's common stock at any time until their expiration at August 2, 2001. The exercise price of the class D warrants is $4.20 per share as of March 31, 2000. The warrants may be redeemed by the Company upon certain events for $.01 per share. The Company issued Class E Warrants to purchase 79,000 shares of Common Stock in September 1997, in connection with the private placement of Convertible Debentures. The Company recognized $148,000 of cost based upon the difference in the exercise price of the Class E warrants and the current market price of the common stock on the date of issuance. This cost was recorded as debenture issue costs and is classified in other assets on the balance sheet. The debenture issue cost is amortized to expense over the term of the convertible debentures. The Class E stock purchase warrants provide for the purchase of the Company's common stock at a price of $3.00 per share at any time until their expiration at August 2, 2001. The warrants may be redeemed by the Company upon certain events for $.01 per share. The Company issued 200,539 stock purchase warrants to financial advisors in September 1998, in connection with the $15,000,000 private placement. The stock purchase warrants provide for the purchase of the Company's common stock at any time until their expiration at September 2002. The exercise price of the warrants is $3.75 per share as of March 31, 2000. The warrants may be redeemed by the Company upon certain events for $.01 per share. The fair value of the warrants was allocated between the proceeds the debt and equity issues as debt issue cost and a reduction in redeemable common stock. A 1994 agreement provided for the issuance of an option to issue 750,000 common stock purchase warrants to purchase common stock at $1.50 per share for each dollar of Company debt guaranteed by the Company's CEO. The warrants will have a five year term from the date of issuance. Management believes that the warrants had no economic value when granted, and accordingly, no amount has been assigned to such warrants in the financial statements. NOTE 5. STOCK OPTION PLAN The Company adopted a stock option plan (the "Plan") providing for the issuance of 250,000 shares of Class A common stock pursuant to both incentive stock options, intended to qualify under Section 422 of the Internal Revenue Code, and options that do not qualify as incentive stock options ("non-statutory"). The Option Plan was registered with the Securities and Exchange Commission in November 1995. The purpose of the Plan is to provide continuing incentives to the Company's officers, key employees, and members of the Board of Directors. The options generally vest over a four or five- year period with a ten year expiration period. The Company amended its stock option plan on December 1, 1996, increasing the number of shares available under the Plan to 600,000. There are currently outstanding non-statutory options providing for the issuance of 493,000 shares of Class A Page 7 common stock at exercise prices ranging from $1.50 to $4.25 per share. Options providing for the issuance of 236,722 shares were exercisable at March 31, 2000. NOTE 6. LITIGATION The Company is a party to litigation arising in the normal course of business. Management believes that the ultimate outcome of these matters will not have a material effect on the Company's financial condition or results of operations. NOTE 7. ACQUISITIONS AND CONTRACT AWARDS The Company acquired the management contract and correctional contracts of Adams Community Corrections Program, Inc. (ACCP) from CSC, Inc. (the Adams County Operations) on April 30, 1999. The purchase price was allocated $1,515,000 to contract rights and $1,450,000 to real estate. The management contract provides for fees, overhead and direct expense reimbursement from ACCP. The revenues and expenses of the contracts subsequent to April 30, 1999 are included in operations of the Company. The Adams County Operations include three facilities, the Phoenix Center, Loft House and Garland Center. The Phoenix Center is a 135-bed halfway house located in Henderson, Colorado. The Loft House is a 35-bed halfway house located in Denver, Colorado. The Garland Center is a day reporting center in Northglenn, Colorado providing services to non-residential offenders. The Company acquired The Villa at Greeley, LLC on June 9, 1999. The Villa at Greeley is a private provider of residential services and programs forcommunity corrections offenders. The Company assumed management and began operating the facility effective June 1, 1999. The Villa at Greeley, LLC provides services to approximately 300 individuals for residential services and also provides day reporting and non-residential services to approximately 560 offenders. The Company also purchased the buildings and land in Greeley, Colorado utilized by the Villa at Greeley, LLC. Pursuant to the terms of the agreement, all assets and liabilities existing at June 1, 1999 were excluded from the transaction with the exception of the property, plant, and equipment and contracts with various state and local government agencies and legal rights. The purchase price was allocated $7,100,000 to real estate, $147,000 to property and equipment, $12,000 to other assets, and $1,576,000 to contract rights. NOTE 8. EARNINGS PER SHARE The following table sets forth the computation of income (loss) per share and income (loss) per share assuming dilution. For the period ending March 31, 2000 1999 ---------------- ------------------- Numerator Net income (loss) $ 215,000 $ (302,000) ---------------- ------------------- Denominator for earnings per share Weighted average shares outstanding - basic 4,715,630 4,665,790 Effect of dilutive securities - stock options 25,800 --- ---------------- ------------------- Denominator for earnings per share assuming dilution 4,741,430 4,665,790 ================ =================== Income (loss) per share, basic $ 0.05 $ (0.06) ================ =================== Income (loss) per share assuming dilution $ 0.05 $ (0.06) ================ =================== Page 8 AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources - The Company's business strategy is to focus on the private corrections industry, expanding its operations into additional states through new Federal and state contracts and selective acquisitions. The successful implementation of the Company's growth plan has created the need for additional capital and financing. The Company has been successful in securing $37 million of new capital and credit facilities since September 1997. Working capital at March 31, 2000 was $983,000, representing a current ratio of 1.40:1, compared to working capital of $915,000 and a current ratio of 1.36:1 at December 31, 1999. The Company had approximately $1.9 million of cash and revolving credit available for new projects at March 31, 2000. The Company believes it has adequate cash reserves and cash flow from operations to meet its current cash requirements. The Company expects current contracts to generate sufficient income to increase cash reserves, while minimizing income taxes through the utilization of tax loss carryforwards. The Company secured an $18 million senior credit facility with Fleet Capital Corporation in February 1999. The credit facility with Fleet Capital Corporation was amended in December of 1999 to provide for a credit facility consisting of a $13.5 million term loan and a revolving line of credit equal to the lesser of $3 million or 80% of eligible accounts receivable. Results of Operations - Three Months Ended March 31, 2000 Compared to the Three Months Ended March 31, 1999. Total revenues increased by 116% to $5.25 million for the three months ended March 31, 2000 from $2.43 million for the three months ended March 31, 1999. The increase was a result of the opening of the Union City Juvenile Center in February 1999, the acquisition of the Adams County Operations in April 1999, the acquisition of the Villa at Greeley in June 1999, the opening of the El Paso Multi-Use Facility in June 1999, and increased revenues from Oklahoma operations. Revenues in the first quarter of 2000 were enhanced by the Union City Juvenile Center providing $937,000 of revenue, the El Paso Multi-Use Facility providing $691,000 of revenue, Adams County Operations providing $793,000 of revenue, and the Villa at Greeley providing $1,280,000 of revenue. The Company had net income for the three months ended March 31, 2000 of $215,000 or $.05 basic and diluted income per share, as compared to a net loss for the three months ended March 31, 1999 of $302,000 or $.06 basic and diluted loss per share. The Company's significant improvement was the result of increased revenues from the Avalon Correctional Center, increased revenues from Carver Center, the opening of the Union City Juvenile Center in February 1999, the opening of the El Paso Multi-Purpose facility in June 1999, the acquisition of the Adams County Operations in May 1999, and the acquisition of The Villa at Greeley in June 1999. Operating income, before interest, depreciation, and income taxes, increased 262% for the three months ended March 31, 2000 to $1,338,000 compared to $370,000 for the three months ended March 31, 1999. The increase in operating income was a result of the Company's continuing expansion efforts. Direct operating expenses and development costs increased by 104% for the three months ended March 31, 2000 over the three months ended March 31, 1999, primarily as a result of the Company's significant expansion. The profit margin was 33% for the three months ended March 31, 2000 compared to 28% for the three months ended March 31, 1999. Page 9 Corporate. General and administrative expenses increased 19% to $393,000 for the three months ended March 31, 2000 from $330,000 for the three months ended March 31, 1999. General and administrative expenses decreased to 7.5 % of revenues in the first quarter of 2000 compared to 13.6% of revenues for the first quarter of 1999. General and administrative expenses increased primarily due to increased staffing for the Company's new contracts and acquisitions. The increase in interest expense of $337,000 for the three months ended March 31, 2000 over the first quarter of 1999 resulted from interest on debt utilized to complete acquisitions and new facilities. Depreciation and amortization expense have increased commensurate with the growth of the correctional operations. Page 10 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 AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES SIGNATURES In accordance with the requirement of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 11, 2000 AVALON CORRECTIONAL SERVICES, INC. By: //s// Jerry M. Sunderland Jerry M. Sunderland, President By: //s// Lloyd Lovely Lloyd Lovely, Vice President of Finance Page 12 AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES Exhibit 27. Financial Data Schedule Period Type 3 months Fiscal Year End December 31, 2000 Period End March 31, 2000 Cash 657,000 Securities 0 Receivables 2,645,000 Allowances 9,000 Inventory 0 Current Assets 3,405,000 PP&E 37,831,000 Depreciation 2,611,000 Total Assets 38,625,000 Current Liabilities 2,422,000 Bonds 3,850,000 Preferred - Mandatory 0 Preferred 0 Common 3,000 Other - SE 6,770,000 Total Liability and Equity 38,625,000 Sales 0 Total Revenues 5,248,000 CGS 0 Total Costs 3,910,000 Other Expenses 334,000 Loss - Provision 0 Interest Expense 789,000 Income -Pretax 215,000 Income - Tax 0 Income Continuing 215,000 Discontinued 0 Extraordinary 0 Changes 0 Net - Income 215,000 EPS - Primary .05 EPS - Diluted .05 Page 13 -----END PRIVACY-ENHANCED MESSAGE-----