FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TURLEY CORRECTIONAL FACILITY June 30, 1997 and 1996 Report of Independent Certified Public Accountants -------------------------------------------------- Board of Directors Avalon Community Services, Inc. We have audited the accompanying statements of net assets acquired of the Turley Correctional Facility, as of June 30, 1997 and 1996, and the related statements of direct revenues and operating expenses for the years then ended. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets acquired of the Turley Correctional Facility, as of June 30, 1997 and 1996, and its direct revenues and operating expenses for the years then ended in conformity with generally accepted accounting principles. GRANT THORNTON LLP Oklahoma City, Oklahoma April 2, 1998 Turley Correctional Facility STATEMENTS OF NET ASSETS ACQUIRED June 30, -------------------- September 30, 1996 1997 1997 -------- -------- ------------- (Unaudited) Property and equipment, net $597,771 $581,611 $574,497 -------- -------- -------- Net assets $597,771 $581,611 $574,497 ======== ======== ======== The accompanying notes are an integral part of these statments. Turley Correctional Facility STATEMENTS OF DIRECT REVENUES AND OPERATING EXPENSES Three months Year ended June 30, ended -------------------- September 30, 1996 1997 1997 -------- --------- ------------- (Unaudited) Direct revenues State contract $ 640,386 $ 885,594 $ 221,721 Federal contracts, including client fees 384,796 412,275 122,562 Miscellaneous income 2,196 7,124 2,200 --------- --------- --------- Total direct revenues 1,027,378 1,304,993 346,483 Operating expenses Direct operating 753,829 891,195 214,206 General and administrative 259,850 313,127 87,478 Depreciation and amortization 30,512 38,743 9,261 --------- --------- --------- Total operating expenses 1,044,191 1,243,065 310,945 --------- --------- --------- Direct revenues in excess of (less than) operating expenses (16,813) 61,928 35,538 Net assets acquired, beginning of period 453,622 597,771 581,611 Net increase (decrease) in net assets arising from intracompany transactions 160,902 (78,088) (42,652) --------- --------- --------- Net assets acquired, end of period $ 597,711 $ 581,611 $ 574,497 ========= ========= ========= The accompanying notes are an integral part of these statements. Turley Correctional Facility NOTES TO FINANCIAL STATEMENTS June 30, 1997 and 1996 NOTE A - SUMMARY OF ACCOUNTING POLICIES A summary of significant accounting policies applied in the preparation of the accompanying financial statements follows. 1. Basis of Presentation --------------------- On October 2, 1997, Avalon Community Services, Inc. ("Avalon") purchased the operations and certain assets of the Turley Correctional Facility (the "Facility"), a 150-bed adult residential correctional facility located in Tulsa, Oklahoma which was operated by Freedom Ranch, Inc. ("Freedom Ranch"), a nonprofit organization. The Facility's revenues are primarily from contracts with the Oklahoma Department of Corrections and the Federal Bureau of Prisons. Avalon did not assume any debt or liabilities of the Facility. The accompanying financial statements present the net assets acquired by Avalon and the direct revenues and operating expenses of the Facility. 2. Property and Equipment ---------------------- Property and equipment are recorded at cost. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Depreciation and amortization are provided using the following methods and useful lives: Category Method Useful life ----------------------- --------------- ------------ Furniture and equipment Straight-line 5-10 years Building improvements Straight-line 16 years Vehicles Straight-line 5 years Buildings Straight-line 30 years 3. Revenue Recognition ------------------- The Facility recognizes revenues as services are provided. Revenues are earned based upon the number of inmates on a per diem basis. All correctional revenues are received monthly from various governmental agencies. 4. Interim Financial Information ----------------------------- In the opinion of management, the unaudited financial statements as of September 30, 1997 and for the three months then ended include all adjustments, consisting of normal recurring accruals, necessary to present fairly the Facility's net assets acquired and the direct revenues and operating expenses of the Facility for the three months ended September 30, 1997. 5. Accounting Estimates -------------------- The preparation of financial statements requires the use of management's estimates and assumptions in determining the carrying values of certain assets and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts for certain revenues and expenses during the reporting period; accordingly, actual results could differ from those estimates. Turley Correctional Facility NOTES TO FINANCIAL STATEMENTS - CONTINUED June 30, 1997 and 1996 NOTE B - ALLOCATION OF OVERHEAD Freedom Ranch charged overhead and fees to the Facility to offset the cost of certain management and administrative expenses. Such overhead charges and fees have been allocated to the Facility using various bases, including proportional percentages of revenues and salaries of individual components, and aggregated $265,735 and $197,287 for the years ended June 30, 1997 and 1996, respectively. Interest expense has not been allocated to the Facility since no debt was transferred with the Facility. Income taxes have not been provided since Freedom Ranch is an organization exempt from taxes under Section 501(c)(7) of the Internal Revenue Code. Management believes that overhead, fees, insurance costs, and other administrative costs incurred by Freedom Ranch have been allocated to the Facility on a reasonable basis. NOTE C - PROPERTY AND EQUIPMENT The elements of property and equipment and related accumulated depreciation as of June 30, 1997 and 1996 are as follows: Accumulated Cost depreciation -------- ------------ June 30, 1997 Land $100,000 $ - Buildings and improvements 478,935 39,992 Furniture and equipment 75,538 54,742 Vehicles 32,933 11,061 Computer equipment 3,198 3,198 -------- -------- $690,604 $108,993 ======== ======== June 30, 1996 Land $100,000 $ - Buildings and improvements 466,385 18,572 Furniture and equipment 67,843 45,754 Vehicles 32,258 4,564 Computer equipment 3,198 3,023 -------- --------- $669,684 $ 71,913 ======== =========