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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2002
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 1-14260
WACKENHUT CORRECTIONS CORPORATION
- ----------------------------------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0043078
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4200 Wackenhut Drive #100, Palm Beach Gardens, Florida 33410-4243
- ----------------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(561) 622-5656
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(Registrant's telephone number, including area code)
Not Applicable
- ----------------------------------------------------------------------------------------------------------------------------
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.
Yes[X] No [ ]
At August 9, 2002, 21,236,620 shares of the registrant's Common Stock were
issued and outstanding.
WACKENHUT CORRECTIONS CORPORATION
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following condensed consolidated financial statements of Wackenhut
Corrections Corporation, a Florida corporation (the "Company"), have been
prepared in accordance with the instructions to Form 10-Q and, therefore, omit
or condense certain footnotes and other information normally included in
financial statements prepared in accordance with generally accepted accounting
principles. Certain amounts in the prior year have been reclassified to conform
to the current presentation. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of the financial information for the interim periods reported have been made.
Results of operations for the twenty-six weeks ended June 30, 2002 are not
necessarily indicative of the results for the entire fiscal year ending December
29, 2002.
WACKENHUT CORRECTIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED
JUNE 30, 2002 AND JULY 1, 2001
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
----------------------------------- -----------------------------------
JUNE 30, 2002 JULY 1, 2001 JUNE 30, 2002 JULY 1, 2001
---------------- ---------------- ---------------- ----------------
Revenues.......................................... $ 141,192 $ 141,715 $ 281,374 $ 276,718
Operating expenses (including amounts related
to The Wackenhut Corporation ("TWC") of $6,058,
$4,936, $11,985 and $10,075) ................. 122,984 126,862 246,648 250,932
Depreciation and amortization..................... 2,439 2,277 4,924 4,734
---------------- ---------------- ---------------- ----------------
Contribution from operations.................. 15,769 12,576 29,802 21,052
G&A expense (including amounts related to
TWC of $806, $781, $1,620 and $1,566)......... 8,286 6,159 16,401 12,092
---------------- ---------------- ---------------- ----------------
Operating income.............................. 7,483 6,417 13,401 8,960
Interest income (including amounts related to
TWC of $1, $3, $2 and $5).................... 1,067 1,175 2,116 2,397
Interest expense (including amounts related to
TWC of $(12), $(13), $(30), and $(28)) ....... (776) (912) (1,674) (1,905)
---------------- ---------------- ---------------- ----------------
Income before income taxes and equity in earnings
of affiliates................................. 7,774 6,680 13,843 9,452
Provision for income taxes........................ 4,003 2,568 6,475 3,650
---------------- ---------------- ---------------- ----------------
Income before equity in earnings of affiliates.... 3,771 4,112 7,368 5,802
Equity in earnings of affiliates, net of income
tax provision of $916, $807, $1,911 and $1,435 1,634 1,211 3,220 2,153
---------------- ---------------- ---------------- ----------------
Net income........................................ $ 5,405 $ 5,323 $ 10,588 $ 7,955
================ ================ ================ ================
Basic earnings per share.......................... $ 0.26 $ 0.25 $ 0.50 $ 0.38
================ ================ ================ ================
Basic weighted average shares outstanding......... 21,128 21,026 21,052 21,019
================ ================ ================ ================
Diluted earnings per share........................ $ 0.25 $ 0.25 $ 0.50 $ 0.37
================ ================ ================ ================
Diluted weighted average shares outstanding....... 21,353 21,246 21,314 21,211
================ ================ ================ ================
The accompanying notes to consolidated financial statements
are an integral part of these statements.
WACKENHUT CORRECTIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 AND DECEMBER 30, 2001
(IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)
JUNE 30, 2002 DECEMBER 30, 2001
-------------------------- -------------------------
ASSETS
Current Assets:
Cash and cash equivalents............................. $ 49,802 $ 46,099
Accounts receivable, less allowance for doubtful
accounts of $2,893 and $2,557.................... 90,973 79,002
Deferred income tax asset............................. 6,314 6,041
Other................................................. 13,089 8,990
-------------------------- -------------------------
Total current assets..................... 160,178 140,132
-------------------------- -------------------------
Property and equipment, net................................ 53,575 53,758
Investments in and advances to affiliates.................. 16,145 15,328
Deferred income tax asset.................................. -- 716
Contract receivable and other noncurrent assets............ 31,746 32,089
-------------------------- -------------------------
$ 261,644 $ 242,023
========================== =========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable...................................... $ 16,056 $ 14,079
Accrued payroll and related taxes..................... 17,346 13,318
Accrued expenses...................................... 36,453 41,573
Current portion of deferred revenue and non-recourse
debt................................................. 3,248 3,275
-------------------------- -------------------------
Total current liabilities................ 73,103 72,245
-------------------------- -------------------------
Deferred income tax liability.............................. 101 --
Deferred revenue........................................... 8,537 9,817
Non-recourse debt.......................................... 27,557 25,319
Other...................................................... 9,370 4,281
Commitments and contingencies (Note 6)
Shareholders' equity:
Preferred stock, $.01 par value,
10,000,000 shares authorized -- --
Common stock, $.01 par value,
30,000,000 shares authorized,
21,236,620 and 20,977,224 shares
issued and outstanding............................ 212 210
Additional paid-in capital............................ 63,402 61,157
Retained earnings..................................... 100,424 89,836
Accumulated other comprehensive loss.................. (21,062) (20,842)
-------------------------- -------------------------
Total shareholders' equity............... 142,976 130,361
-------------------------- -------------------------
$ 261,644 $ 242,023
========================== =========================
The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
WACKENHUT CORRECTIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED
JUNE 30, 2002 AND JULY 1, 2001
(IN THOUSANDS)
(UNAUDITED)
TWENTY-SIX WEEKS ENDED
------------------------ -- -----------------------
JUNE 30, 2002 JULY 1, 2001
------------------------ ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................... $ 10,588 $ 7,955
Adjustments to reconcile net income to net cash
provided by operating activities--............................
Depreciation and amortization expense.................... 4,924 4,734
Deferred tax provision (benefit)......................... 76 (84)
Provision for doubtful accounts.......................... 1,107 1,940
Equity in earnings of affiliates, net of tax............. (3,220) (2,153)
Tax benefit related to employee stock options............ 1,060 168
Changes in assets and liabilities --
(Increase) decrease in assets:
Accounts receivable...................................... (11,809) 4,602
Other current assets..................................... (4,224) (1,572)
Contract receivable and other noncurrent assets.......... 2,784 (1,366)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses.................... (6,155) (2,275)
Accrued payroll and related taxes........................ 3,786 2,107
Deferred revenue......................................... (1,378) (1,649)
Other liabilities........................................ 5,089 1,995
------------------------ ----------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES................ 2,628 14,402
------------------------ ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates..................................... (54) (30)
Repayments of investments in affiliates....................... 1,617 2,888
Capital expenditures.......................................... (3,339) (4,577)
------------------------ ----------------------
NET CASH USED IN INVESTING ACTIVITIES.................... (1,776) (1,719)
------------------------ ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt and non-recourse debt.............. (290) (10,236)
Proceeds from exercise of stock options....................... 1,187 182
------------------------ ----------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 897 (10,054)
------------------------ ----------------------
Effect of exchange rate changes on cash and cash equivalents........... 1,954 (2,250)
Net increase in cash and cash equivalents.............................. 3,703 379
Cash and cash equivalents, beginning of period......................... 46,099 33,821
------------------------ ----------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD............................... $ 49,802 $ 34,200
======================== ======================
SUPPLEMENTAL DISCLOSURES:
Cash paid for income taxes.................................... $ 2,429 $ 1,201
======================== ======================
Cash paid for interest........................................ $ 113 $ 342
======================== ======================
The accompanying notes to consolidated financial statements are an integral part
of these statements.
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
The accounting polices followed for the quarterly financial reporting are the
same as those disclosed in the Notes to Consolidated Financial Statements
included in the Company's Form 10-K for the fiscal year ended December 30, 2001
filed with the Securities and Exchange Commission on March 1, 2002. Certain
prior period amounts have been reclassified to conform with current period
financial statement presentation.
GOODWILL AND OTHER INTANGIBLE ASSETS
Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (" SFAS" ) No. 142, "Goodwill and Other Intangible Assets." As a
result of adopting SFAS No. 142, the Company's goodwill and certain intangible
assets are no longer amortized, but are subject to an annual impairment test. In
accordance with SFAS No. 142, the Company ceased amortizing goodwill with a net
book value of $1 million as of the beginning of 2002. Excluding goodwill, the
Company has no intangible assets deemed to have indefinite lives. The Company's
goodwill at June 30, 2002 was associated with its Australian subsidiary in the
amount of $0.4 million and in its UK affiliate in the amount of $1.8 million.
SFAS 142 requires that transitional impairment tests be performed at its
adoption, and provides that resulting impairment losses for goodwill and other
intangible assets with indefinite useful lives be reported as the effect of a
change in accounting principle. The Company has completed these initial
impairment tests, and has determined that no impairment losses will be recorded
as a result of adoption of SFAS 142.
The following table provides a reconciliation of reported net income for the
three and six months ended June 30, 2001 to net income adjusted as if SFAS No.
142 had been applied as of the beginning of 2001:
THIRTEEN WEEKS ENDED JULY 1, TWENTY-SIX WEEKS ENDED JULY
2001 1, 2001
------------------------------ ------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net income as reported............................. $ 5,323 $ 7,955
Goodwill amortization, net of taxes................ 87 195
-------------------------- ------------------------------
Adjusted net income................................ $ 5,410 $ 8,150
========================== ==============================
BASIC EARNINGS PER SHARE:
Net income as reported............................. $ 0.25 $ 0.38
Goodwill amortization, net of taxes................ 0.01 0.01
-------------------------- ------------------------------
Adjusted net income................................ $ 0.26 $ 0.39
========================== ==============================
DILUTED EARNINGS PER SHARE:
Net income as reported............................. $ 0.25 $ 0.37
Goodwill amortization, net of taxes................ 0.00 0.01
-------------------------- ------------------------------
Adjusted net income................................ $ 0.25 $ 0.38
========================== ==============================
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In October 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 143, Accounting for Asset Retirement Obligations. This standard requires
companies to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred. When the liability is
initially recorded, the Company capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, the Company
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. The standard is effective for fiscal years beginning after June
15, 2002, with earlier application encouraged. Management has not determined the
effect adoption of SFAS 143 will have on the consolidated financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145, among other things, requires gains and losses on extinguishment of
debt to be classified as part of continuing operations rather than treated as
extraordinary, as previously required in accordance with SFAS 4. SFAS No. 145
also modifies accounting for subleases where the original lessee remains the
secondary obligor and requires certain modifications to capital leases to be
treated as a sale-leaseback transaction. The Company plans to adopt SFAS No. 145
at the beginning of fiscal 2003 and expects no material impact on its financial
position, results of operations or cash flows.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 nullifies the guidance
previously provided under Emerging Issues Task Force Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." Among other
things, SFAS No. 146 requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is incurred as
opposed to when there is commitment to a restructuring plan as set forth under
the nullified guidance. The Company plans to adopt SFAS No. 146 at the beginning
of fiscal 2003 and expects no material impact on its financial position, results
of operations or cash flows.
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. DOMESTIC AND INTERNATIONAL OPERATIONS
A summary of domestic and international operations is presented below (dollars
in thousands):
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
JUNE 30, 2002 JULY 1, 2001 JUNE 30, 2002 JULY 1, 2001
------------------- ------------------- ------------------- -------------------
REVENUES
Domestic operations............. $ 113,452 $ 115,630 $ 225,313 $ 226,332
International operations........ 27,740 26,085 56,061 50,386
------------------- ------------------- ------------------- -------------------
Total revenues................. $ 141,192 $ 141,715 $ 281,374 $ 276,718
=================== =================== =================== ===================
OPERATING INCOME
Domestic operations.............. $ 7,198 $ 5,506 $ 12,919 $ 6,771
International operations......... 285 911 482 2,189
------------------- ------------------- ------------------- -------------------
Total operating income........ $ 7,483 $ 6,417 $ 13,401 $ 8,960
=================== =================== =================== ===================
AS OF
LONG-LIVED ASSETS JUNE 30, 2002 DECEMBER 30, 2001
------------------------ ------------------------
Domestic operations.............. $ 47,083 $ 47,639
International operations......... 6,492 6,119
------------------------ ------------------------
Total long-lived assets....... $ 53,575 $ 53,758
======================== ========================
Long-lived assets consist of property, plant and equipment.
The Company has affiliates (50% or less owned) that provide correctional
detention facilities management, home monitoring and court escort services in
the United Kingdom. The following table summarizes certain financial information
pertaining to these unconsolidated foreign affiliates, on a combined basis
(dollars in thousands).
TWENTY-SIX WEEKS ENDED
STATEMENT OF OPERATIONS DATA JUNE 30, 2002 JULY 1, 2001
--------------------------- ---------------------------
Revenues.................................... $ 94,839 $ 70,229
Operating income............................ 25,282 13,767
Net income.................................. 8,511 4,556
BALANCE SHEET DATA
Current Assets.............................. $ 91,300 $ 58,937
Noncurrent Assets........................... 293,609 287,351
Current liabilities......................... 42,273 34,581
Noncurrent liabilities...................... 311,103 283,165
Stockholders' equity........................ 31,533 28,542
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. DOMESTIC AND INTERNATIONAL OPERATIONS (CONTINUED)
The Company's equity affiliate in the United Kingdom has entered into interest
rate swaps to fix the interest rate it receives on its variable rate credit
facility. Management of the Company has determined the swaps to be effective
cash flow hedges. Accordingly, the Company records its share of the affiliates'
change in other comprehensive income. The swaps approximated $13.4 million and
$12.6 million at June 30, 2002 and December 30, 2001, respectively, and are
reflected as a component of other comprehensive loss in the Company's financial
statements.
In addition, during the later part of 2000, the Company began developing a
correctional facility and preparing the facility for operation in South Africa
through 50% owned foreign affiliates. In February 2002, the Company successfully
opened the 3,024-bed maximum security correctional facility. The following table
summarizes certain financial information pertaining to these unconsolidated
foreign affiliates, on a combined basis (dollars in thousands).
TWENTY-SIX WEEKS ENDED
STATEMENT OF OPERATIONS DATA JUNE 30, 2002 JULY 1, 2001
--------------------------- ---------------------------
Revenues.................................... $ 4,328 $ --
Operating loss.............................. (2,307) (377)
Net loss.................................... (2,071) (250)
BALANCE SHEET DATA
Current Assets.............................. $ 3,493 $ 5,523
Noncurrent Assets........................... 41,146 30,535
Current liabilities......................... 1,676 49
Noncurrent liabilities...................... 42,381 29,684
Stockholders' equity........................ 582 6,325
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. COMPREHENSIVE INCOME (LOSS)
Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive
Income," establishes standards for reporting and display of comprehensive income
and its components in financial statements. The components of the Company's
comprehensive income are as follows (dollars in thousands):
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
-------------------- ----------------------
JUNE 30, 2002 JULY 1, 2001 JUNE 30, 2002 JULY 1, 2001
----------------- ----------------- ----------------- -----------------
Net income $ 5,405 $ 5,323 $ 10,588 $ 7,955
Foreign currency translation adjustments,
net of income tax (expense) benefit of
($1,134), ($416), ($1,920) and $1,879,
respectively. 1,773 624 3,003 (2,819)
Cumulative effect of change in accounting
principle related to affiliate's
derivative instruments, net of income
tax benefit of $--, $--, $--, $8,062,
respectively. -- -- -- (12,093)
Unrealized (loss) gain on affiliate's
derivative instruments, net of income
tax benefit (expense) of $2,062
($3,253), $2,370, ($2,023), respectively. (3,705) 4,879 (3,223) 3,034
----------------- ----------------- ----------------- -----------------
Comprehensive income (loss) $ 3,473 $ 10,826 $ 10,368 $ (3,923)
================= ================= ================= =================
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. EARNINGS PER SHARE
The following table shows the amounts used in computing earnings per share (EPS)
in accordance with Statement of Financial Accounting Standards No. 128 and the
effects on income and the weighted average number of shares of potential
dilutive common stock (in thousands except per share data).
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
JUNE 30, 2002 JULY 1, 2001 JUNE 30, 2002 JULY 1, 2001
----------------- ----------------- ---------------- ----------------
Net Income..................... $ 5,405 $ 5,323 $ 10,588 $ 7,955
Basic earnings per share:
Weighted average shares
Outstanding.................. 21,128 21,026 21,052 21,019
================= ================= ================ ================
Per share amount............... $ 0.26 $ 0.25 $ 0.50 $ 0.38
================= ================= ================ ================
Diluted earnings per share:
Weighted average shares
Outstanding.................. 21,128 21,026 21,052 21,019
Effect of dilutive securities:
Employee and director stock
Options...................... 225 220 262 192
----------------- ----------------- ---------------- ----------------
Weighted average shares
assuming dilution............ 21,353 21,246 21,314 21,211
================= ================= ================ ================
Per share amount............... $ 0.25 $ 0.25 $ 0.50 $ 0.37
================= ================= ================ ================
As a result of the merger between The Wackenhut Corporation ("TWC") and Group 4
Falck, all of the Company's options issued prior to the Merger vested
immediately in accordance with the provisions of the Company's stock option
plans.
THIRTEEN WEEKS
Options to purchase 805,600 shares of the Company's common stock, with exercise
prices ranging from $15.40 to $26.88 per share and expiration dates between 2006
and 2012, were outstanding at the thirteen weeks ended June 30, 2002, but were
not included in the computation of diluted EPS because their effect would be
anti-dilutive if exercised. At the thirteen weeks ended July 1, 2001,
outstanding options to purchase 521,000 shares of the Company's common stock,
with exercise prices ranging from $13.75 to $26.88 and expiration dates between
2005 and 2009, were also excluded from the computation of diluted EPS because
their effect would have been anti-dilutive if exercised.
TWENTY-SIX WEEKS
Options to purchase 805,600 shares of the Company's common stock, with exercise
prices ranging from $15.40 to $26.88 per share and expiration dates between 2006
and 2012, were outstanding at the twenty-six weeks ended June 30, 2002, but were
not included in the computation of diluted EPS because their effect would be
anti-dilutive if exercised. At the twenty-six weeks ended July 1, 2001,
outstanding options to purchase 629,000 shares of the Company's common stock,
with exercise prices ranging from $11.88 to $26.88 and expiration dates between
2005 and 2011, were also excluded from the computation of diluted EPS because
their effect would have been anti-dilutive if exercised.
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. LONG-TERM DEBT
In December 1997, the Company entered into a five-year, $30 million
multi-currency revolving credit facility with a syndicate of banks, the proceeds
of which may be used for working capital, acquisitions and general corporate
purposes. The credit facility also includes a letter of credit facility of up to
$5 million for the issuance of standby letters of credit. Indebtedness under
this facility bears interest at the alternate base rate (defined as the higher
of prime rate or federal funds plus 0.5%) or LIBOR plus 150 to 250 basis points,
depending upon fixed charge coverage ratios. The facility requires the Company
to, among other things, maintain a maximum leverage ratio; minimum fixed charge
coverage ratio; and a minimum tangible net worth. The facility also limits
certain payments and distributions. At June 30, 2002, no amount was outstanding
under this facility. This revolving credit facility expires December 18, 2002.
The Company believes it will be able to renegotiate the facility, however no
assurance of success can be provided. At June 30, 2002, the Company had five
standby letters of credit in an aggregate amount of approximately $0.2 million.
Availability related to these instruments at June 30, 2002 was $30.0 million.
In connection with the financing and management of one Australian facility, the
Company's wholly owned Australian subsidiary financed the facility's development
with long-term debt obligations, which are non-recourse to the Company (see Note
6). The Company has consolidated the subsidiary's contract receivable from the
state government and related non-recourse debt each totaling approximately $28
million as of June 30, 2002. The Company has reclassified the amounts reflected
in the December 30, 2001 balance sheet to reflect the asset and related
non-recourse debt of approximately $26 million to conform to the current year
presentation. In connection with the non-recourse debt, the entity is a party to
an interest rate swap agreement to fix the interest rate it receives on the
variable rate debt. Management of the Company has determined the swap to be an
effective cash flow hedge. Accordingly, the Company has recorded the value of
the interest rate swap in other comprehensive income. The total value of the
swap liability as of June 30, 2002 was approximately $2.4 million and is
recorded as a component of other liabilities in the accompanying consolidated
financial statements.
At June 30, 2002, the Company also had outstanding twelve letters of guarantee
totaling approximately $11.5 million under separate international facilities.
6. COMMITMENTS AND CONTINGENCIES
FACILITY CONTRACTS
On June 23, 2002, the Company's contract for the Bayamon Correctional Facility
with the Commonwealth of Puerto Rico Administration of Corrections ("AOC")
expired. The Company did not incur any significant costs during the phase out of
the contract. Currently, the AOC owes the Company approximately $6 million for
past services. The AOC has indicated its intention to pay for these past
services and the Company expects to collect the entire outstanding balance.
However, there can be no assurances that these efforts will be successful.
On June 30, 2002, the Company's contract with the California Department of
Corrections for the management of the 224-bed McFarland Community Corrections
Center expired. The California Governor's original proposed budget as presented
to the legislature did not include funding to renew this contract. However,
during the legislative process the California budget was revised and the
Legislative Branch of California's government has included language to extend
the contract on the McFarland Facility. The budget for 2002-03 has been approved
by the Senate and is currently being debated in the Assembly but is not
finalized. The proposed budget is subject to change until approved by the
Legislature and the Governor of California. The Company continues to operate the
facility without a contract extension. If a contract is not ultimately signed
then there is a risk that the Company may not be reimbursed for costs to operate
the facility. There can be no assurance that the California budget will include
adequate funding for the continued operation of the McFarland facility. The
facility is currently in the fourth year of a ten-year non-cancelable operating
lease with Correctional Properties Trust ("CPT"). In the event the Company is
unable to extend the contract or find an alternative use for the facility, the
Company will be required to record an operating charge in 2002 related to future
lease costs with CPT. The remaining lease obligation is approximately $6 million
through April 28, 2008.
In addition to the McFarland facility, the Company operates three additional
community corrections facilities under contract with the State of California.
Each of these contracts are subject to annual appropriation of funds. The State
of California's current budget impasse results in a lack of appropriation
authority that may impact payments under these contracts.
The Company operates two facilities in the State of Mississippi through
contracts with the Mississippi Department of Corrections. Despite some questions
as to the governor of Mississippi's purported partial veto of the state's
current year budget related to private prisons, the Company believes that
sufficient appropriations have been made to fund the Company's two contracts at
increased population levels and slightly reduced per diem rates. The Company
anticipates that questions regarding funding of its contracts will be resolved
in the near future; however, there can be no assurance that this will occur.
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. COMMITMENTS AND CONTINGENCIES (CONTINUED)
FACILITY CONTRACTS (CONTINUED)
The Company has been notified of declining bed needs for the Coke County Texas
Facility. The Company has an operating and management contract that would expire
upon the termination of the contract by the Texas Youth Commission. The facility
is owned by an unrelated third party; the Company has no continuing obligation
with respect to the facility in the event the Company's operating contract is
terminated or expires. There can be no assurance that the contract will be
extended.
The Company leases the 300-bed Broward County Work Release Center in Broward
County, Florida (the "Broward Facility"), under the terms of a non-cancelable
lease, which expires on April 28, 2008. The Company operates the Broward
Facility for the Broward County Board of County Commissioners and the Broward
County Sheriff's Department under the terms of a correctional services contract
that expires on February 15, 2003. The Broward County Sheriff's Department has
advised the Company of the potential for a declining usage of the Broward
Facility, and that the Company's correctional services contract may not be
renewed following its expiration. Therefore, the Company initiated discussions
with the Immigration and Naturalization Service (the "INS"), which has expressed
an interest in utilizing some or all of the Broward Facility, depending on
availability and INS need. During the interim period, the INS has executed a
correctional services management contract with the Company under which the INS
will utilize 72 beds in the Broward Facility. The contract becomes effective on
August 1, 2002 and expires on September 30, 2003.
INSURANCE
Casualty insurance related to workers' compensation, general liability and
automobile insurance coverage is provided through an independent insurer. A
portion of this coverage is reinsured by an insurance subsidiary of TWC.
Insurance rates are based on the Company's loss experience and are prospectively
adjusted from time-to-time based on this loss experience.
The Company's insurance costs increased significantly during 2001 due to adverse
claims experience. The Company has implemented a strategy to improve the
management of future claims incurred by the Company but can provide no
assurances that this strategy will result in lower insurance rates. Management
believes these insurance costs have stabilized. However, the increases may
continue through 2002. Management is exploring alternative insurance programs.
If a new program is established the Company may incur start-up costs to
establish this program.
In addition, the Company's joint venture in the United Kingdom has experienced
significant increases in property insurance rates effective October 2002. These
rates have increased ten fold as a result of the hardening property insurance
market.
JENA FACILITY
In December 2001, the Company recorded an operating charge of $3 million ($1.8
million after tax) related to the lease of the inactive 276-bed Jena Juvenile
Justice Center in Jena, Louisiana (the "Facility"). The charge included expected
costs under the lease through December 2002 based upon management's belief that
a sale of the Facility would occur by December 29, 2002.
In April 2002, the Company and CPT entered into a Facility lease termination
agreement whereby the Company agreed to indemnify CPT for certain costs arising
from the sale of the Facility to the State of Louisiana and the termination of
the lease. The agreement with CPT includes a termination and make whole fee of
approximately $3.5 million in the event the State of Louisiana purchases the
Jena Facility. As a result of this agreement, the Company recorded additional
operating expenses related to the Facility of approximately $1 million during
the first quarter 2002.
In May 2002, the State of Louisiana and CPT entered into a tentative purchase
and sale agreement (the "Agreement") for the Facility, subject to certain
contingencies. The Company expects that, by mid October of this year or sooner,
the State will fulfill conditions necessary to complete the acquisition of the
Jena Facility, or advise the Company that it does not intend to proceed, in
which case the Agreement to purchase and sell will terminate. There can be no
assurance that CPT will successfully complete a sale of the Facility prior to
December 29, 2002. If CPT does not complete a sale of the Facility or the
Company is unable to sublease or find an alternative correctional use for the
Facility by such date, an additional operating charge related to the Company's
lease with CPT will be required. The maximum remaining exposure on the Jena
lease, in the event the purchase and sale agreement is not finalized, is
approximately $11 million.
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. COMMITMENTS AND CONTINGENCIES (CONTINUED)
TWC MERGER WITH GROUP 4 FALCK
As disclosed in the Company's press release on May 9, 2002, TWC, the Company's
parent company, consummated its merger (the "Merger") on May 8, 2002 with a
wholly owned subsidiary of Group 4 Falck A/S ("Group 4 Falck"), a Danish
multinational security and correctional services company. As a result of the
Merger, Group 4 Falck has become the indirect beneficial owner of TWC's 57
percent interest in the Company. The Company's common stock continues to trade
on the New York Stock Exchange.
Due to certain provisions of Florida law, Group 4 Falck and TWC requested that
the Merger be approved by the Company's board of directors. In response to this
request, the Company's board of directors formed a special independent committee
to investigate and evaluate the Merger. The special independent committee
determined that, as a prerequisite to recommending that the Company's board of
directors approve the Merger, it was advisable for the Company to enter into an
agreement with Group 4 Falck and TWC to govern the relationship between the
Company, Group 4 Falck and TWC following the consummation of the Merger (the
"Agreement"). After negotiations between the Company's special independent
committee and Group 4 Falck and TWC, the Agreement was entered into by the
Company, Group 4 Falck and TWC on March 8, 2002.
The Agreement provides, among other things, that (1) for a period of three years
following the Merger, the board of directors of the Company will consist of nine
members, five of which will be independent directors, two of which will be
Company officers and two of which will be Group 4 representatives, (2) during
the one year period following the Merger, the nominating and compensation
committee of the Company's board of directors will consist of three members, two
of which will be independent directors and one of which will be a Company
director nominated by Group 4 Falck, and (3) until such time as Group 4 Falck
directly or indirectly owns less than 49% of the Company's outstanding common
stock, (i) neither Group 4 Falck nor TWC will engage in the business of managing
or operating prison, detention facility or mental health facility management
businesses anywhere in the United States, and (ii) representatives of Group 4
Falck and TWC who serve on the Company's board of directors will not have access
to certain proprietary, confidential information of the Company, its
subsidiaries or affiliates. The Agreement also requires that any purchases of
the Company's common stock by either Group 4 Falck or TWC during the three year
period following the Merger be made only at a price approved by a majority of
the independent directors of the Company.
Subsequent to the Merger, Group 4 Falck has indicated that it intends to divest
its 57 percent interest in the Company. As a result, an Independent Committee of
the Board of Directors is in the process of hiring financial advisors to advise
the Company with respect to Group 4 Falck's stated intentions.
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. COMMITMENTS AND CONTINGENCIES (CONTINUED)
TWC MERGER WITH GROUP 4 FALCK (CONTINUED)
As previously disclosed, certain of the Company's international and domestic
contracts require governmental consent to the Merger. In the event the consents
are not granted, the Company could be deemed in default of its contracts. The
Company has received all required consents on its domestic contracts and its
Australian and South African contracts. The Company conducts most of its
business in the United Kingdom through Premier Custodial Group Limited ("PCG"),
a 50/50 joint venture with Serco Limited ("Serco"). PCG currently manages six
correctional facilities, one immigration detention center, two court escort
contracts and two electronic monitoring services contracts. In the United
Kingdom, the Merger has been reviewed by the Office of Fair Trade and has been
referred to the Competition Commission for further investigation. The results of
this investigation are expected in late August 2002. The United Kingdom Home
Office has decided to await the outcome of the Competition Commission
investigation before deciding whether or not to consent to the Merger as
required under many of PCG's existing United Kingdom contracts. In the event the
United Kingdom government does not give its consent to the Merger, PCG's
government contracts could be deemed to be in default. If the Company is found
to be in default, a cure period would normally be made available. If the Company
does not meet the cure requirements, the United Kingdom government may elect to
terminate the contract.
The Merger may affect the Company's interests in PCG and/or PCG's contract
interests with the United Kingdom government. Serco has indicated that it
believes the Merger provides Serco with a right to acquire the Company's 50
percent interest in PCG in the absence of Serco's consent to the Merger. The
Company disputes the validity of this claim. Group 4 Falck has agreed that in
the event the Company is ordered by a court of competent jurisdiction to sell
its interest in PCG to Serco at a price below fair market value, Group 4 Falck
will reimburse the Company for the amount by which the sale is below fair market
value, up to a maximum of 10 percent of the fair market value of the interest.
The Company has filed a declaratory judgment suit in the United Kingdom to
determine its rights under the joint venture agreement with Serco.
The Company has taken steps to safeguard its interest in PCG, as well as PCG's
contract interests, but there can be no assurance that these steps will be
sufficient to avoid a material adverse effect on the Company's business
interests in the United Kingdom.
SERVICE AGREEMENT WITH TWC
TWC provides various general and administrative services to the Company under a
Services Agreement. The initial agreement expired and was not formally renewed.
However, the services continue to be provided. Annual rates have been negotiated
by the Company and TWC based upon the level of service provided. As a result of
the change in control, the Company intends to establish its own capability to
perform those functions currently provided by TWC. The Company intends to
complete this transition by January 1, 2003.
OPERATING LEASE CREDIT FACILITY
In December 1997, the Company entered into a $220 million operating lease credit
facility that was established to acquire and develop new correctional
institutions used in its business. The Company unconditionally agreed to
guarantee certain obligations of First Security Bank, National Association, a
party to the aforementioned operating lease credit facility. As of June 30,
2002, approximately $154.3 million of this operating lease credit facility was
utilized for four properties in operation. In April 2002, the Company reduced
its capacity under this operating lease credit facility to $154.3 million.
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. COMMITMENTS AND CONTINGENCIES (CONTINUED)
OPERATING LEASE CREDIT FACILITY (CONTINUED)
The term of the operating lease credit facility expires December 18, 2002. The
Company is exploring a number of alternatives to refinance the outstanding
balance, and believes it will be successful in these efforts. However, there can
be no assurance that the Company will be able to complete the refinancing prior
to December 18, 2002.
Upon expiration of the operating lease credit facility, the Company may purchase
the properties in the operating lease credit facility for their original
acquisition cost. If the Company were to purchase the properties, the Company
may use a number of forms of debt financing which would require the properties,
and any related debt incurred to purchase the properties, to be reported on the
Company's balance sheet.
Alternatively, the Company may cause the properties to be sold to a third party.
If the sales proceeds yield less than the original acquisition cost, the Company
is required to make up the difference up to a maximum of 88 percent of the
original acquisition cost.
EMPLOYMENT AND RETIREMENT AGREEMENTS
The Merger between TWC and Group 4 Falck also trigged change in control
provisions in three key executives' employment and retirement agreements. The
employment agreements entitle the executives, if they remain employed by the
Company for at least two years following the Merger, to twenty-four consecutive
monthly payments equal, in total, to three times each executive's 2002 salary
plus bonus. In addition, the change in control accelerates the executive's
eligibility for retirement from age 60 to 55 and provides for a one-time payment
at age 55 to the executive based on the net present value of the benefit, as
defined by the executive retirement agreement. The total obligation under the
agreements is approximately $14.5 million. These increased costs, resulting from
the change in control, will result in approximately $1 million of additional
expense per quarter through the second quarter 2004.
INTERNATIONAL
In connection with the financing and management of one Australian facility, the
Company's wholly owned Australian subsidiary was required to make an equity
investment of approximately $2.8 million. The balance of the facility's
development was financed with long-term debt obligations, which are non-recourse
to the Company. The Company has consolidated the subsidiary's contract
receivable from the state government and related non-recourse debt each totaling
approximately $28 and $26 million as of June 30, 2002 and December 30, 2001,
respectively. In the event the management contract is terminated for default the
Company's investment of approximately $2.8 million is at risk. The Company
believes the risk of termination for default is remote and notes that the
project has operated successfully for 5 years. The management contract is up for
renewal in September 2002. Management believes the management contract will be
renewed. If the management contract is not renewed (other than due to a
default), the subsidiary's investment must be repaid by the state government.
WACKENHUT CORRECTIONS CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Reference is made to Part II, Item 7 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 30, 2001, filed with the Securities and
Exchange Commission on March 1, 2002, for further discussion and analysis of
information pertaining to the Company's results of operations, liquidity and
capital resources.
FORWARD-LOOKING STATEMENTS: The management's discussion and analysis of
financial condition and results of operations and the Company's August 2, 2002
press release announcing earnings contain forward-looking statements that are
based on current expectations, estimates and projections about the industry in
which the Company operates. This section of the quarterly report also includes
beliefs and assumptions made by management. Words such as "expects",
"anticipates", "intends", "plans", "believes", "seeks", "estimates", and
variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions ("Future
Factors") which are difficult to predict. Therefore, actual outcomes and results
may differ materially from what is expressed or forecasted in such
forward-looking statements. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
WACKENHUT CORRECTIONS CORPORATION
Future Factors include, but are not limited to, (1) the impact, if any,
resulting from the merger of TWC, the Company's majority shareholder and Group 4
Falck; (2) the outcome of the dispute with Serco, the Company's United Kingdom
joint venture partner, regarding the effect of the Merger on the shareholders'
joint venture ownership interests; (3) the Company's ability to timely open
facilities as planned, profitably manage such facilities and successfully
integrate such facilities into the Company without substantial costs; (4) the
instability of foreign exchange rates, exposing the Company to currency risks in
Australia, New Zealand, South Africa and the United Kingdom; (5) an increase in
unreimbursed labor rates; (6) the Company's ability to expand correctional
services and diversify its services in the mental health services market; (7)
the Company's ability to win management contracts for which it has submitted
proposals and to retain existing management contracts; (8) the Company's ability
to raise capital given the short-term nature of the customers' commitment to the
use of the Company's facilities; (9) the Company's ability to sub-lease or
coordinate the sale of the Jena, Louisiana Facility with Correctional Properties
Trust ("CPT") or otherwise reactivate the facility; (10) the Company's ability
to extend the McFarland Community Correctional Facility contract or find an
alternate use for the facility; (11) the Company's ability to extend the East
Mississippi Correctional Facility and Marshall County Correctional Facility
contracts; (12) the Company's ability to project the size and growth of the U.S.
privatized corrections industry; (13) the Company's ability to estimate the
government's level of dependency on privatization; (14) the Company's ability to
create long-term earnings visibility; (15) the Company's ability to obtain
future low-interest financing; (16) the Company's exposure to rising general
liability, workers' compensation and property insurance costs; (17) the
Company's ability to extend or refinance its operating lease credit facility
expiring on December 18, 2002, (18) the Company's ability to collect outstanding
receivables associated with the Bayamon Correctional Facility, and (19) other
future factors including, but not limited to, increasing price and
product/service competition by foreign and domestic competitors, including new
entrants; rapid technological developments and changes; the ability to continue
to introduce competitive new products and services on a timely, cost effective
basis; the mix of products/services; the achievement of lower costs and
expenses; domestic and foreign governmental and public policy changes including
environmental regulations; protection and validity of patent and other
intellectual property rights; reliance on large customers; technological,
implementation and cost/financial risks in increasing use of large, multi-year
contracts; the outcome of pending and future litigation and governmental
proceedings and continued availability of financing; financial instruments and
financial resources in the amounts, at the times and on the terms required to
support the Company's future business and other factors contained in the
Company's Securities and Exchange Commission filings, including the prospectus
dated January 23, 1996, and its current Form 10-K, 10-Q and 8-K reports.
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements are prepared in conformity with accounting
principles generally accepted in the United States. As such, we are required to
make certain estimates, judgments and assumptions that we believe are reasonable
based upon the information available. These estimates and assumptions affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. . The Company routinely evaluates its estimates based on historical
experience and on various other assumptions that management believes are
reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions. A summary of our
significant accounting policies is described in Note 2 to our financial
statements on Form 10-K for the year ended December 30, 2001. The significant
accounting policies and estimates which we believe are the most critical to aid
in fully understanding and evaluating our reported financial results include the
following:
WACKENHUT CORRECTIONS CORPORATION
REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE
In accordance with SEC Staff Accounting Bulletin No. 101, facility management
revenues are recognized as services are provided based on a net rate per day per
inmate or on a fixed monthly rate. Project development and design revenues are
recognized as earned on a percentage of completion basis measured by the
percentage of costs incurred to date as compared to estimated total cost for
each contract. This method is used because management considers costs incurred
to date to be the best available measure of progress on these contracts.
Provisions for estimated losses on uncompleted contracts and changes to cost
estimates are made in the period in which the Company determines that such
losses and changes are probable. Contract costs include all direct material and
labor costs and those indirect costs related to contract performance. Changes in
job performance, job conditions, and estimated profitability, including those
arising from contract penalty provisions, and final contract settlements may
result in revisions to estimated costs and income, and are recognized in the
period in which the revisions are determined.
The Company extends credit to the government agencies contracted with other
parties in the normal course of business. Further, the Company regularly reviews
outstanding receivables, and provides estimated losses through an allowance for
doubtful accounts. In evaluating the level of established reserves, the Company
makes judgments regarding its customers' ability to make required payments,
economic events and other factors. As the financial condition of these parties
change, circumstances develop or additional information becomes available,
adjustments to the allowance for doubtful accounts may be required.
ASSET IMPAIRMENTS
As of June 30, 2002, the Company had approximately $54 million in long-lived
assets. The Company evaluates the recoverability of the carrying values of its
long-lived assets, other than intangibles, when events suggest that impairment
may have occurred. In these circumstances, the Company utilizes estimates of
undiscounted cash flows to determine if impairment exists. If impairment exists,
it is measured as the amount by which the carrying amount of the asset exceeds
the estimated fair value of the asset.
INCOME TAXES
Deferred tax assets and liabilities are recognized as the difference between the
book basis and tax basis of its net assets. In providing for deferred taxes, the
Company considers current tax regulations, estimates of future taxable income
and available tax planning strategies. If tax regulations, operating results or
the ability to implement tax planning strategies vary, adjustments to the
carrying value of deferred tax assets and liabilities may be required.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of liquidity are from operations, borrowings
under its credit facilities and sale of its right to acquire prison facilities
from the operating lease credit facility. Cash and cash equivalents as of June
30, 2002 were $49.8 million, an increase of $3.7 million from December 30, 2001.
Cash provided by operating activities amounted to $2.6 million in the twenty-six
weeks ended June 30, 2002 ("First Half 2002") versus cash provided by operating
activities of $14.4 million in the twenty-six weeks ended July 1, 2001 ("First
Half 2001") primarily reflecting an increase in accounts receivable and other
current assets offset by higher net income and a decrease in other assets.
WACKENHUT CORRECTIONS CORPORATION
Cash used in investing activities amounted to $1.8 million in the First Half
2002 compared to $1.7 million in the First Half 2001. The change is primarily a
result of fewer capital expenditures in the First Half 2002 as compared to the
First Half 2001 offset by a decrease in repayments of investments in and
advances to affiliates.
Cash provided by financing activities in the First Half 2002 amounted to $0.9
million compared to cash used in financing activities of $10.1 million in the
First Half 2001. The change is due primarily to the increase in proceeds from
the exercise of stock options and the repayment of $10 million of long-term debt
in the First Half 2001 as compared to zero in the First Half 2002.
Working capital increased from $67.9 million at December 30, 2001 to $87.1
million at the end of the Second Quarter of 2002 primarily due to an increase in
accounts receivable and other current assets as well as a decrease in accrued
expenses, offset by increases in accounts payable and accrued payroll and
related taxes.
One of the Company's sources of liquidity is a $30 million multi-currency
revolving credit facility, which includes $5 million for the issuance of letters
of credit. At June 30, 2002, there was no amount outstanding under this
facility. This revolving credit facility expires December 18, 2002. In addition,
at June 30, 2002, the Company had five standby letters of credit outstanding in
an aggregate amount of approximately $0.2 million. Availability related to these
instruments at June 30, 2002 was $30 million.
At June 30, 2002, the Company also had outstanding twelve letters of guarantee
totaling approximately $11.5 million under separate international facilities.
In December 1997, the Company entered into a $220 million operating lease credit
facility that was established to acquire and develop new correctional
institutions used in its business. The Company unconditionally agreed to
guarantee certain obligations of First Security Bank, National Association, a
party to the aforementioned operating lease credit facility. As of June 30,
2002, approximately $154.3 million of this operating lease credit facility was
utilized for four properties in operation. In April 2002, the Company reduced
its capacity under this operating lease credit facility to $154.3 million.
The term of the operating lease credit facility expires December 18, 2002. The
Company is exploring a number of alternatives to refinance the outstanding
balance, and believes it will be successful in these efforts. However, there can
be no assurance that the Company will be able to complete the refinancing prior
to December 18, 2002.
Upon expiration of the operating lease credit facility, the Company may purchase
the properties in the operating lease credit facility for their original
acquisition cost. If the Company were to purchase the properties, the Company
may use a number of forms of debt financing which would require the properties,
and any related debt incurred to purchase the properties, to be reported on the
Company's balance sheet. Alternatively, the Company may cause the properties to
be sold to a third party. If the sales proceeds yield less than the original
acquisition cost, the Company is required to make up the difference up to a
maximum of 88 percent of the original acquisition cost.
WACKENHUT CORRECTIONS CORPORATION
In connection with the financing and management of one Australian facility, the
Company's wholly owned Australian subsidiary was required to make an equity
investment of approximately $2.8 million. The balance of the facility's
development was financed with long-term debt obligations, which are non-recourse
to the Company. The Company has consolidated the subsidiary's contract
receivable from the state government and related non-recourse debt each totaling
approximately $28 million as of June 30, 2002. The Company has reclassified the
amounts reflected in the December 30, 2001 balance sheet to reflect the asset
and related non-recourse debt of approximately $26 million to conform to the
current year presentation. In the event the management contract is terminated
for default the Company's investment of approximately $2.8 million is at risk.
The Company believes the risk of termination for default is remote and notes
that the project has operated successfully for 5 years. The management contract
is up for renewal in September 2002. Management believes the management contract
will be renewed. If the management contract is not renewed (other than due to a
default), the subsidiary's investment must be repaid by the state government. In
connection with the non-recourse debt, the entity is a party to an interest rate
swap agreement to fix the interest rate it receives on the variable rate debt.
Management of the Company has determined the swap to be an effective cash flow
hedge. Accordingly, the Company has recorded the value of the interest rate swap
in other comprehensive income. The total value of the swap liability as of June
30, 2002 was approximately $2.4 million and is recorded as a component of other
liabilities in the accompanying consolidated financial statements.
On June 23, 2002, the Company's contract for the Bayamon Correctional Facility
with the Commonwealth of Puerto Rico Administration of Corrections ("AOC")
expired. The Company did not incur any significant costs during the phase out of
the contract. Currently, the AOC owes the Company approximately $6 million for
past services. The AOC has indicated its intention to pay for these past
services and the Company expects to collect the entire outstanding balance.
However, there can be no assurances that these efforts will be successful.
On June 30, 2002, the Company's contract with the California Department of
Corrections for the management of the 224-bed McFarland Community Corrections
Center expired. The California Governor's original proposed budget as presented
to the legislature did not include funding to renew this contract. However,
during the legislative process the California budget was revised and the
Legislative Branch of California's government has included language to extend
the contract on the McFarland Facility. The budget for 2002-03 has been approved
by the Senate and is currently being debated in the Assembly but is not
finalized. The proposed budget is subject to change until approved by the
Legislature and the Governor of California. The Company continues to operate the
facility without a contract extension. If a contract is not ultimately signed
then there is a risk that the Company may not be reimbursed for costs to operate
the facility. There can be no assurance that the California budget will include
adequate funding for the continued operation of the McFarland facility. The
facility is currently in the fourth year of a ten-year non-cancelable operating
lease with Correctional Properties Trust ("CPT"). In the event the Company is
unable to extend the contract or find an alternative use for the facility, the
Company will be required to record an operating charge in 2002 related to future
lease costs with CPT. The remaining lease obligation is approximately $6 million
through April 28, 2008.
In addition to the McFarland facility, the Company operates three additional
community corrections facilities under contract with the State of California.
Each of these contracts are subject to annual appropriation of funds. The State
of California's current budget impasse results in a lack of appropriation
authority that may impact payments under these contracts.
The Company operates two facilities in the State of Mississippi through
contracts with the Mississippi Department of Corrections. Despite some questions
as to the governor of Mississippi's purported partial veto of the state's
current year budget related to private prisons, the Company believes that
sufficient appropriations have been made to fund the Company's two contracts at
increased population levels and slightly reduced per diem rates. The Company
anticipates that questions regarding funding of its contracts will be resolved
in the near future; however, there can be no assurance that this will occur.
The Company has been notified of declining bed needs for the Coke County Texas
Facility. The Company has an operating and management contract that would expire
upon the termination of the contract by the Texas Youth Commission. The facility
is owned by an unrelated third party; the Company has no continuing obligation
with respect to the facility in the event the Company's operating contract is
terminated or expires. There can be no assurance that the contract will be
extended.
The Company leases the 300-bed Broward County Work Release Center in Broward
County, Florida (the "Broward Facility"), under the terms of a non-cancelable
lease, which expires on April 28, 2008. The Company operates the Broward
Facility for the Broward County Board of County Commissioners and the Broward
County Sheriff's Department under the terms of a correctional services contract
that expires on February 15, 2003. The Broward County Sheriff's Department has
advised the Company of the potential for a declining usage of the Broward
Facility, and that the Company's correctional services contract may not be
renewed following its expiration. Therefore, the Company initiated discussions
with the Immigration and Naturalization Service (the "INS"), which has expressed
an interest in utilizing some or all of the Broward Facility, depending on
availability and INS need. During the interim period, the INS has executed a
correctional services management contract with the Company under which the INS
will utilize 72 beds in the Broward Facility. The contract becomes effective on
August 1, 2002 and expires on September 30, 2003.
Casualty insurance related to workers' compensation, general liability and
automobile insurance coverage is provided through an independent insurer. A
portion of this coverage is reinsured by an insurance subsidiary of TWC.
Insurance rates are based on the Company's loss experience and are prospectively
adjusted from time-to-time based on this loss experience.
The Company's insurance costs increased significantly during 2001 due to adverse
claims experience. The Company has implemented a strategy to improve the
management of future claims incurred by the Company but can provide no
assurances that this strategy will result in lower insurance rates. Management
believes these insurance costs have stabilized. However, the increases may
continue through 2002. Management is exploring alternative insurance programs.
If a new program is established the Company may incur start-up costs to
establish this program.
In addition, the Company's joint venture in the United Kingdom has experienced
significant increases in property insurance rates effective October 2002. These
rates have increased ten fold as a result of the hardening property insurance
market.
In December 2001, the Company recorded an operating charge of $3 million ($1.8
million after tax) related to the lease of the inactive 276-bed Jena Juvenile
Justice Center in Jena, Louisiana (the "Facility"). The charge included expected
costs under the lease through December 2002 based upon management's belief that
a sale of the Facility would occur by December 29, 2002.
In April 2002, the Company and CPT entered into a Facility lease termination
agreement whereby the Company agreed to indemnify CPT for certain costs arising
from the sale of the Facility to the State of Louisiana and the termination of
the lease. The agreement with CPT includes a termination and make whole fee of
approximately $3.5 million in the event the State of Louisiana purchases the
Jena Facility. As a result of this agreement, the Company recorded additional
operating expenses related to the Facility of approximately $1 million during
the first quarter 2002.
In May 2002, the State of Louisiana and CPT entered into a tentative purchase
and sale agreement (the "Agreement") for the Facility, subject to certain
contingencies. The Company expects that, by mid October of this year or sooner,
the State will fulfill conditions necessary to complete the acquisition of the
Jena Facility, or advise the Company that it does not intend to proceed, in
which case the Agreement to purchase and sell will terminate. There can be no
assurance that CPT will successfully complete a sale of the Facility prior to
December 29, 2002. If CPT does not complete a sale of the Facility or the
Company is unable to sublease or find an alternative correctional use for the
Facility by such date, an additional operating charge related to the Company's
lease with CPT will be required. The maximum remaining exposure on the Jena
lease, in the event the purchase and sale agreement is not finalized, is
approximately $11 million.
The Company's access to capital and ability to compete for future capital
intensive projects is dependent upon, among other things, its ability to renew
its $154.3 million operating lease credit facility and its $30 million revolving
credit facility at reasonable rates in 2002. A substantial decline in the
Company's financial performance as a result of an increase in operational
expenses relative to revenue or the Company's inability to renew the operating
lease credit facility and revolving credit facility could limit the Company's
access to capital.
TWC MERGER WITH GROUP 4 FALCK
As disclosed in the Company's press release on May 9, 2002, TWC, the Company's
parent company, consummated its merger (the "Merger") on May 8, 2002 with a
wholly owned subsidiary of Group 4 Falck A/S ("Group 4 Falck"), a Danish
multinational security and correctional services company. As a result of the
Merger, Group 4 Falck has become the indirect beneficial owner of TWC's 57
percent interest in the Company. The Company's common stock continues to trade
on the New York Stock Exchange.
Due to certain provisions of Florida law, Group 4 Falck and TWC requested that
the Merger be approved by the Company's board of directors. In response to this
request, the Company's board of directors formed a special independent committee
to investigate and evaluate the Merger. The special independent committee
determined that, as a prerequisite to recommending that the Company's board of
directors approve the Merger, it was advisable for the Company to enter into an
agreement with Group 4 Falck and TWC to govern the relationship between the
Company, Group 4 Falck and TWC following the consummation of the Merger (the
"Agreement"). After negotiations between the Company's special independent
committee and Group 4 Falck and TWC, the Agreement was entered into by the
Company, Group 4 Falck and TWC on March 8, 2002.
The Agreement provides, among other things, that (1) for a period of three years
following the Merger, the board of directors of the Company will consist of nine
members, five of which will be independent directors, two of which will be
Company officers and two of which will be Group 4 representatives, (2) during
the one year period following the Merger, the nominating and compensation
committee of the Company's board of directors will consist of three members, two
of which will be independent directors and one of which will be a Company
director nominated by Group 4 Falck, and (3) until such time as Group 4 Falck
directly or indirectly owns less than 49% of the Company's outstanding common
stock, (i) neither Group 4 Falck nor TWC will engage in the business of managing
or operating prison, detention facility or mental health facility management
businesses anywhere in the United States, and (ii) representatives of Group 4
Falck and TWC who serve on the Company's board of directors will not have access
to certain proprietary, confidential information of the Company, its
subsidiaries or affiliates. The Agreement also requires that any purchases of
the Company's common stock by either Group 4 Falck or TWC during the three year
period following the Merger be made only at a price approved by a majority of
the independent directors of the Company.
WACKENHUT CORRECTIONS CORPORATION
Subsequent to the Merger, Group 4 Falck has indicated that it intends to divest
its 57 percent interest in the Company. As a result, an Independent Committee of
the Board of Directors is in the process of hiring financial advisors to advise
the Company with respect to Group 4 Falck's stated intentions.
As previously disclosed, certain of the Company's international and domestic
contracts require governmental consent to the Merger. In the event the consents
are not granted, the Company could be deemed in default of its contracts. The
Company has received all required consents on its domestic contracts and its
Australian and South African contracts. The Company conducts most of its
business in the United Kingdom through Premier Custodial Group Limited ("PCG"),
a 50/50 joint venture with Serco Limited ("Serco"). PCG currently manages six
correctional facilities, one immigration detention center, two court escort
contracts and two electronic monitoring services contracts. In the United
Kingdom, the Merger has been reviewed by the Office of Fair Trade and has been
referred to the Competition Commission for further investigation. The results of
this investigation are expected in late August 2002. The United Kingdom Home
Office has decided to await the outcome of the Competition Commission
investigation before deciding whether or not to consent to the Merger as
required under many of PCG's existing United Kingdom contracts. In the event the
United Kingdom government does not give its consent to the Merger, PCG's
government contracts could be deemed to be in default. If the Company is found
to be in default, a cure period would normally be made available. If the Company
does not meet the cure requirements, the United Kingdom government may elect to
terminate the contract.
The Merger may affect the Company's interests in PCG and/or PCG's contract
interests with the United Kingdom government. Serco has indicated that it
believes the Merger provides Serco with a right to acquire the Company's 50
percent interest in PCG in the absence of Serco's consent to the Merger. The
Company disputes the validity of this claim. Group 4 Falck has agreed that in
the event the Company is ordered by a court of competent jurisdiction to sell
its interest in PCG to Serco at a price below fair market value, Group 4 Falck
will reimburse the Company for the amount by which the sale is below fair market
value, up to a maximum of 10 percent of the fair market value of the interest.
The Company has filed a declaratory judgment suit in the United Kingdom to
determine its rights under the joint venture agreement with Serco.
The Company has taken steps to safeguard its interest in PCG, as well as PCG's
contract interests, but there can be no assurance that these steps will be
sufficient to avoid a material adverse effect on the Company's business
interests in the United Kingdom.
EMPLOYMENT AND RETIREMENT AGREEMENTS
The Merger between TWC and Group 4 Falck also trigged change in control
provisions in three key executives' employment and retirement agreements. The
employment agreements entitle the executives, if they remain employed by the
Company for at least two years following the Merger, to twenty-four consecutive
monthly payments equal, in total, to three times each executive's 2002 salary
plus bonus. In addition, the change in control accelerates the executive's
eligibility for retirement from age 60 to 55 and provides for a one-time payment
at age 55 to the executive based on the net present value of the benefit, as
defined by the executive retirement agreement. The total obligation under the
agreements is approximately $14.5 million. These increased costs, resulting from
the change in control, will result in approximately $1 million of additional
expense per quarter through the second quarter 2004.
WACKENHUT CORRECTIONS CORPORATION
RECENT ACCOUNTING PRONOUNCEMENTS
In October 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 143, Accounting for Asset Retirement Obligations. This standard requires
companies to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred. When the liability is
initially recorded, the Company capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, the Company
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. The standard is effective for fiscal years beginning after June
15, 2002, with earlier application encouraged. Management has not determined the
effect adoption of SFAS 143 will have on the consolidated financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145, among other things, requires gains and losses on extinguishment of
debt to be classified as part of continuing operations rather than treated as
extraordinary, as previously required in accordance with SFAS 4. SFAS No. 145
also modifies accounting for subleases where the original lessee remains the
secondary obligor and requires certain modifications to capital leases to be
treated as a sale-leaseback transaction. The Company plans to adopt SFAS No. 145
at the beginning of fiscal 2003 and expects no material impact on its financial
position, results of operations or cash flows.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 nullifies the guidance
previously provided under Emerging Issues Task Force Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." Among other
things, SFAS No. 146 requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is incurred as
opposed to when there is commitment to a restructuring plan as set forth under
the nullified guidance. The Company plans to adopt SFAS No. 146 at the beginning
of fiscal 2003 and expects no material impact on its financial position, results
of operations or cash flows.
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements and the notes thereto.
COMPARISON OF THIRTEEN WEEKS ENDED JUNE 30, 2002 AND THIRTEEN WEEKS ENDED JULY
1, 2001
Revenues decreased by 0.4% to $141.2 million in the thirteen weeks ended June
30, 2002 ("Second Quarter 2002") from $141.7 million in the thirteen weeks ended
July 1, 2001 ("Second Quarter 2001"). The decrease in revenues is the result of
lower construction revenue and the closure of two facilities offset by new
facility openings and increases in per diem rates at a number of facilities.
Specifically, revenue decreased approximately $7.2 million in the Second Quarter
2002 compared to the Second Quarter 2001 due to the decline in construction
revenue as well as the expiration of the contracts with the Arkansas Board of
Correction and Community Punishment and an overall decline in compensated
resident days. Revenues increased approximately $6.3 million in the Second
Quarter 2002 compared to the Second Quarter 2001 due to increased compensated
resident days at a number of our domestic facilities, including two facilities
that opened in 2001, (Val Verde Correctional Facility, Del Rio, Texas in January
2001 and the Rivers Correctional Institution, Winton, North Carolina in March
2001) and an overall increase in per diem rates. The balance of the increase in
revenues was attributable to facilities open during all of both periods.
WACKENHUT CORRECTIONS CORPORATION
The number of compensated resident days in domestic facilities decreased to
2,292,880 in the Second Quarter 2002 from 2,358,801 in the Second Quarter 2001.
The average facility occupancy in domestic facilities increased to 98.3% of
capacity in the Second Quarter 2002 compared to 96.8% in the Second Quarter 2001
due primarily to the expiration of the contracts with the Arkansas Board of
Correction and Community Punishment. Compensated resident days in Australian
facilities decreased to 406,483 from 446,418 for the comparable periods
primarily due to lower compensated resident days at the Department of
Immigration and Multicultural Affairs ("DIMIA") facilities.
Operating expenses decreased by 3.1% to $123 million in the Second Quarter 2002
compared to $126.9 million in the Second Quarter 2001. As a percentage of
revenues, operating expenses decreased to 87.1% in the Second Quarter 2002 from
89.5% in the comparable period in 2001. The decrease in operating expenses
primarily reflects significantly lower expenses related to construction
activities, the expiration of the contracts with the Arkansas Board of
Correction and Community Punishment and a decrease in expenses related to the
Company's operating lease credit facility. These decreases were partially offset
by increases in general and comprehensive liability insurance premiums.
Casualty insurance related to workers' compensation, general liability and
automobile insurance coverage is provided through an independent insurer. A
portion of this coverage is reinsured by an insurance subsidiary of The
Wackenhut Corporation ("TWC"). Insurance rates are based on the Company's loss
experience and are prospectively adjusted from time-to-time based on this loss
experience.
The Company's insurance costs increased significantly during 2001 due to adverse
claims experience. The Company has implemented a strategy to improve the
management of future claims incurred by the Company but can provide no
assurances that this strategy will result in lower insurance rates. Management
believes these insurance costs have stabilized. However, the increases may
continue through 2002. Management is exploring alternative insurance programs.
If a new program is established, the Company may incur start-up costs to
establish the program.
Depreciation and amortization increased by 7.1% to $2.4 million in the Second
Quarter 2002 from $2.3 million in the Second Quarter 2001. As a percentage of
revenues, depreciation and amortization increased to 1.7% in the Second Quarter
2002 from 1.6% in the Second Quarter 2001. This increase is primarily
attributable to additional operational assets.
Contribution from operations increased 25.4% to $15.8 million in the Second
Quarter 2002 from $12.6 million in the Second Quarter 2001. As a percentage of
revenue, contribution from operations increased to 11.2% in the Second Quarter
2002 from 8.9% in the Second Quarter 2001. This increase is primarily the result
of the activation of newly constructed facilities, the reduction in low margin
construction activity, an overall increase in per diem rates, significantly
improved financial performance at a number of existing facilities, the
discontinuation of an unprofitable contract in Arkansas, decreased expense under
the Company's operating lease credit facility and other factors as discussed
above.
General and administrative expenses increased by 34.5% to $8.3 million in the
Second Quarter 2002 from $6.2 million in the Second Quarter 2001. As a
percentage of revenue, general and administrative expenses increased to 5.9% in
the Second Quarter 2002 from 4.3% in the Second Quarter 2001. This increase was
driven by an acceleration of senior executive deferred compensation accruals
resulting from the sale of TWC.
WACKENHUT CORRECTIONS CORPORATION
TWC provides various general and administrative services to the Company under a
Services Agreement. The initial agreement expired and was not formally renewed.
However, the services continue to be provided. Annual rates have been negotiated
by the Company and TWC based upon the level of service provided. As a result of
the change in control, the Company intends to establish its own capability to
perform those functions currently provided by TWC. The Company intends to
complete this transition by January 1, 2003.
The change in control from the sale of TWC triggered payments under employment
and retirement agreements with certain key executives. The employment agreements
entitle the executives, if they remain employed by the Company for at least two
years, to twenty-four consecutive monthly payments equal, in total, to three
times each executive's 2002 base salary plus bonus. In addition, the change in
control accelerates the executive's eligibility for retirement from age 60 to 55
and provides for a one time payment at age 55 to the executive based on the net
present value of the benefit, as defined by the executive retirement agreement.
The total obligation under the agreements is approximately $14.5 million. These
increased costs, resulting from the change in control, will result in
approximately $1 million of additional expense per quarter through second
quarter 2004. The intent of these executive employment agreements, which
included a two-year non-compete provision, was to maintain continuity of senior
management and thereby preserve the shareholders' interests upon a change in
control.
Operating income increased by 16.6% to $7.5 million in the Second Quarter 2002
from $6.4 million in the Second Quarter 2001. As a percentage of revenue,
operating income increased to 5.3% in the Second Quarter 2002 from 4.5% in the
Second Quarter 2001 due to the factors impacting contribution from operations
and general and administrative expenses.
Interest income was $1.1 million during the Second Quarter 2002 compared to $1.2
million in the Second Quarter 2001 resulting from a decrease in invested cash
and a reduction in interest rates.
Interest expense was $0.8 million during the Second Quarter 2002 compared to
$0.9 million in the Second Quarter 2001.
Income before income taxes and equity in earnings of affiliates increased to
$7.8 million in the Second Quarter 2002 from $6.7 million in the Second Quarter
2001 due to the factors described above.
Provision for income taxes increased to $4 million in the Second Quarter 2002
from $2.6 million in the Second Quarter 2001 due to higher taxable income and a
higher effective tax rate. The higher effective tax rate reflects an increase in
the tax provision to provide for higher additional taxes due to the potential
disallowance of certain expenses resulting from the sale of TWC.
Equity in earnings of affiliates, net of income tax provision, increased to $1.6
million in the Second Quarter 2002 from $1.2 million in the Second Quarter 2001
due to the opening of the 800-bed Dovegate prison in the United Kingdom, in July
2001, the opening of the 150-bed Dungavel House Immigration Detention Centre in
the United Kingdom, in August 2001, offset by start-up costs and phase-in losses
related to the 3,024-bed South African prison, which opened in February 2002.
Net income increased to $5.4 million in the Second Quarter 2002 from $5.3
million in the Second Quarter 2001 as a result of the factors described above.
WACKENHUT CORRECTIONS CORPORATION
COMPARISON OF TWENTY-SIX WEEKS ENDED JUNE 30, 2002 AND TWENTY-SIX WEEKS ENDED
JULY 1, 2001:
Revenues increased by 1.7% to $281.4 million in the twenty-six weeks ended June
30, 2002 from $276.7 million in the twenty-six weeks ended July 1, 2001. The
increase in revenues is the result of new facility openings and increases in per
diem rates offset by lower construction revenue and the closure of two
facilities. Specifically, revenue increased approximately $19.4 million in the
First Half 2002 compared to the First Half 2001 due to increased compensated
resident days at a number of our domestic facilities, including two facilities
that opened in 2001, (Val Verde Correctional Facility, Del Rio, Texas in January
2001 and the Rivers Correctional Institution, Winton, North Carolina in March
2001) and an overall increase in per diem rates. Revenues decreased by
approximately $15.1 million in the First Half 2002 compared to the First Half
2001 due to the decline in construction revenue as well as the expiration of the
contracts with the Arkansas Board of Correction and Community Punishment and an
overall decline in compensated resident days. The balance of the increase in
revenues was attributable to facilities open during all of both periods.
The number of compensated resident days in domestic facilities decreased to
4,568,862 in the First Half 2002 from 4,654,026 in the First Half 2001. The
average facility occupancy in domestic facilities increased to 97.8% of capacity
in the First Half 2002 compared to 96.8% in the First Half 2001 due primarily to
the expiration of the contracts with the Arkansas Board of Correction and
Community Punishment. Compensated resident days in Australian facilities
decreased to 867,754 from 896,417 for the comparable period primarily due to
lower compensated resident days at the DIMIA facilities.
Operating expenses decreased by 1.7% to $246.7 million in First Half 2002
compared to $250.9 million in the First Half 2001. As a percentage of revenues,
operating expenses decreased to 87.7% in the First Half 2002 from 90.7% in the
comparable period in 2001. The decrease in operating expenses primarily reflects
the absence of $3.5 million in start-up costs related to the opening of the Val
Verde, Texas and Winton, North Carolina facilities recorded in the First Half
2001, as well as significantly lower expenses related to construction
activities, the expiration of the contracts with the Arkansas Board of
Correction and Community Punishment and a decrease in expenses related to the
Company's operating lease credit facility. These decreases were partially offset
by increases in general and comprehensive liability insurance premiums.
Casualty insurance related to workers' compensation, general liability and
automobile insurance coverage is provided through an independent insurer. A
portion of this coverage is reinsured by an insurance subsidiary of TWC.
Insurance rates are based on the Company's loss experience and are prospectively
adjusted from time-to-time based on this loss experience.
The Company's insurance costs increased significantly during 2001 due to adverse
claims experience. The Company has implemented a strategy to improve the
management of future claims incurred by the Company but can provide no
assurances that this strategy will result in lower insurance rates. Management
believes these insurance costs have stabilized. However, the increases may
continue through 2002. Management is exploring alternative insurance programs.
If a new program is established, the Company may incur start-up costs to
establish the program.
Depreciation and amortization increased by 4% to $4.9 million in the First Half
2002 from $4.7 million in the First Half 2001. As a percentage of revenue,
depreciation and amortization remained constant at 1.7%. This increase is
primarily attributable to additional operational assets.
WACKENHUT CORRECTIONS CORPORATION
Contributions from operations increased by 41.6% to $29.8 million in the First
Half 2002 from $21.1 million in the First Half 2001. As a percentage of revenue,
contribution from operations increased to 10.6% in the First Half 2002 from 7.6%
in the First Half 2001. This increase is primarily the result of the activation
of newly constructed facilities, an overall increase in per diem rates,
significantly improved financial performance at a number of existing facilities,
the discontinuation of an unprofitable contract in Arkansas, decreased expense
under the Company's operating lease credit facility and other factors as
discussed above.
General and administrative expenses increased by 35.6% to $16.4 million in the
First Half 2002 from $12.1 million in the First Half 2001. As a percentage of
revenue, general and administrative expenses increased to 5.8% in the First Half
2002 from 4.4% in the First Half 2001. This increase was driven by an
acceleration of senior executive deferred compensation accruals resulting from
the sale of TWC.
TWC provides various general and administrative services to the Company under a
Services Agreement. The initial agreement expired and was not formally renewed.
However, the services continue to be provided. Annual rates have been negotiated
by the Company and TWC based upon the level of service provided. As a result of
the change in control, the Company intends to establish its own capability to
perform those functions currently provided by TWC. The Company intends to
complete this transition by January 1, 2003.
The change in control from the sale of TWC triggered payments under employment
and retirement agreements with certain key executives. The employment agreements
entitle the executives, if they remain employed by the Company for at least two
years, to twenty-four consecutive monthly payments equal, in total, to three
times each executive's 2002 base salary plus bonus. In addition, the change in
control accelerates the executive's eligibility for retirement from age 60 to 55
and provides for a one time payment at age 55 to the executive based on the net
present value of the benefit, as defined by the executive retirement agreement.
The total obligation under the agreements is approximately $14.5 million. These
increased costs, resulting from the change in control, will result in
approximately $1 million of additional expense per quarter through second
quarter 2004. The intent of these executive employment agreements, which
included a two-year non-compete provision, was to maintain continuity of senior
management and thereby preserve the shareholders' interests upon a change in
control.
Operating income increased by 49.6% to $13.4 million in the First Half 2002 from
$9 million in the First Half 2001. As a percentage of revenue, operating income
increased to 4.8% in the First Half 2002 from 3.2% in the First Half 2001 due to
the factors impacting contribution from operations and general and
administrative expenses.
Interest income was $2.1 million during the First Half 2002 compared to $2.4
million in the First Half 2001 resulting from a decrease in invested cash and a
reduction in interest rates.
Interest expense was $1.7 million during the First Half 2002 compared to $1.9
million in the First Half 2001. The decrease is due to lower interest on
borrowings related to leasehold improvements at the San Diego facility.
Income before income taxes and equity in earnings of affiliates increased to
$13.8 million in the First Half 2002 from $9.5 million in the First Half 2001
due to the factors described above.
Provision for income taxes increased to $6.5 million in the First Half 2002 from
$3.7 million in the First Half 2001 due to higher taxable income and a higher
effective tax rate. The higher effective tax rate reflects an increase in the
tax provision to provide for higher additional taxes due to the potential
disallowance of certain expenses resulting from the sale of TWC.
WACKENHUT CORRECTIONS CORPORATION
Equity in earnings of affiliates, net of income tax provision, increased to $3.2
million in the First Half 2002 from $2.2 million in the First Half 2001 due to
the opening of the 800-bed Dovegate prison in the United Kingdom, in July 2001,
the opening of the 150-bed Dungavel House Immigration Detention Centre in the
United Kingdom, in August 2001, offset by start-up costs and phase-in losses
related to the 3,024-bed South African prison, which opened in February 2002.
Net income increased to $10.6 million in the First Half 2002 from $8 million in
the First Half 2001 as a result of the factors described above.
WACKENHUT CORRECTIONS CORPORATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Reference is made to Item 7A, Part II of the Company's Annual Report on Form
10-K for the fiscal year ended December 30, 2001, for discussion pertaining to
the Company's exposure to certain market risks. There have been no material
changes in the disclosure for the twenty-six weeks ended June 30, 2002.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The nature of the Company's business results in claims or litigation against the
Company for damages arising from the conduct of its employees or others. Except
for litigation set forth below and routine litigation incidental to the business
of the Company, there are no pending material legal proceedings to which the
Company or any of its subsidiaries is a party or to which any of their property
is subject.
The Company conducts most of its business in the United Kingdom through Premier
Custodial Group Limited ("PCG"), a 50/50 joint venture with Serco Limited
("Serco"). PCG currently manages six correctional facilities, one immigration
detention center, two court escort contracts and two electronic monitoring
services contracts. In the United Kingdom, the Merger has been reviewed by the
Office of Fair Trade and has been referred to the Competition Commission for
further investigation. The results of this investigation are expected in late
August 2002. The United Kingdom Home Office has decided to await the outcome of
the Competition Commission investigation before deciding whether or not to
consent to the Merger as required under many of PCG's existing United Kingdom
contracts. In the event the United Kingdom government does not give its consent
to the Merger, PCG's government contracts could be deemed to be in default. If
the Company is found to be in default, a cure period would normally be made
available. If the Company does not meet the cure requirements, the United
Kingdom government may elect to terminate the contract.
The Merger may affect the Company's interests in PCG and/or PCG's contract
interests with the United Kingdom government. Serco has indicated that it
believes the Merger provides Serco with a right to acquire the Company's 50
percent interest in PCG in the absence of Serco's consent to the Merger. The
Company disputes the validity of this claim. Group 4 Falck has agreed that in
the event the Company is ordered by a court of competent jurisdiction to sell
its interest in PCG to Serco at a price below fair market value, Group 4 Falck
will reimburse the Company for the amount by which the sale is below fair market
value, up to a maximum of 10 percent of the fair market value of the interest.
The Company has filed a declaratory judgment suit in the United Kingdom to
determine its rights under the joint venture agreement with Serco.
The Company has taken steps to safeguard its interest in PCG, as well as PCG's
contract interests, but there can be no assurance that these steps will be
sufficient to avoid a material adverse effect on the Company's business
interests in the United Kingdom.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
WACKENHUT CORRECTIONS CORPORATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on May 2, 2002 in
Palm Beach Gardens, Florida. All directors nominated for election were elected
by a majority of the votes cast and the tabulation of the votes cast were as
follows:
Votes For Votes Withheld
--------- --------------
Wayne H. Calabrese 20,231,426 61,331
Norman A. Carlson 20,218,826 73,931
Benjamin R. Civiletti 20,220,600 72,157
Richard H. Glanton 20,222,944 69,813
George R. Wackenhut 20,219,899 72,858
Richard R. Wackenhut 20,232,499 60,258
George C. Zoley 20,230,474 62,283
Philip L. Maslowe 20,215,222 77,535
G Fred DiBona Jr. 20,217,970 74,787
The second matter voted upon at the Annual Meeting was the ratification of the
action of the Board of Directors appointing the firm of Arthur Andersen LLP to
be the independent certified public accountants of the Company for the fiscal
year 2002. The tabulation of the votes on this matter was as follows:
For: 19,947,516 Against: 313,761 Abstain: 31,480
On May 29, 2002, the Company filed a Form 8-K, Item 4, replacing the firm of
Arthur Andersen LLP with Ernst & Young LLP.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Press Release dated May 9, 2002 (incorporated by reference to Exhibit 10.1 of the
Company's Form 8-K, Item 1, filed on May 23, 2002)
99.2 CEO Certification
99.3 CFO Certification
(b) Reports on Form 8-K - The Company filed a Form 8-K, Item 1 on May 23,
2002 and a Form 8-K, Item 4 on May 29, 2002.
WACKENHUT CORRECTIONS CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WACKENHUT CORRECTIONS CORPORATION
August 14, 2002 /s/ John G. O'Rourke
- ------------------------ -------------------------------------------
Date John G. O'Rourke
Senior Vice President - Finance, Chief
Financial Officer and Treasurer
(Principal Financial Officer)