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 29, 2003
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
| Florida | 65-0043078 | |
|
|
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| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| One Park Place, | ||
| 621 NW 53rd Street, | ||
| Suite 700, | ||
| Boca Raton, Florida | 33487 | |
|
|
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| (Address of principal executive offices) | (Zip code) |
(561) 893-0101
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 o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o
At August 11, 2003, 9,299,252 shares of the registrants Common Stock were issued and outstanding.
1
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 29, 2003 are not necessarily indicative of the results for the entire fiscal year ending December 28, 2003.
2
WACKENHUT CORRECTIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED
JUNE 29, 2003 AND JUNE 30, 2002
(In thousands except per share data)
(UNAUDITED)
| Thirteen Weeks Ended | Twenty-six Weeks Ended | ||||||||||||||||
| June 29, 2003 | June 30, 2002 | June 29, 2003 | June 30, 2002 | ||||||||||||||
Revenues |
$ | 153,207 | $ | 141,192 | $ | 298,461 | $ | 281,374 | |||||||||
Operating expenses (including amounts related
to The Wackenhut Corporation (TWC) of
$-, $6,058, $- and $11,985, respectively) |
129,540 | 122,984 | 252,840 | 246,648 | |||||||||||||
Depreciation and amortization |
3,606 | 2,439 | 6,919 | 4,924 | |||||||||||||
Contribution from operations |
20,061 | 15,769 | 38,702 | 29,802 | |||||||||||||
G&A expense (including amounts related to
TWC of $551, $806, $1,206 and $1,620,
respectively) |
10,115 | 8,286 | 19,050 | 16,401 | |||||||||||||
Operating income |
9,946 | 7,483 | 19,652 | 13,401 | |||||||||||||
Interest income |
1,415 | 1,067 | 2,544 | 2,116 | |||||||||||||
Interest expense |
(3,088 | ) | (776 | ) | (6,091 | ) | (1,674 | ) | |||||||||
Income before income taxes and equity in
earnings
of affiliates |
8,273 | 7,774 | 16,105 | 13,843 | |||||||||||||
Provision for income taxes |
3,412 | 4,003 | 6,692 | 6,475 | |||||||||||||
Income before equity in earnings of affiliates |
4,861 | 3,771 | 9,413 | 7,368 | |||||||||||||
Equity in earnings of affiliates, net of
income tax provision of $1,042, $916, $1,491
and $1,911, respectively |
1,438 | 1,634 | 2,058 | 3,220 | |||||||||||||
Net income |
$ | 6,299 | $ | 5,405 | $ | 11,471 | $ | 10,588 | |||||||||
Basic earnings per share |
$ | 0.30 | $ | 0.26 | $ | 0.54 | $ | 0.50 | |||||||||
Basic weighted average shares outstanding |
21,274 | 21,128 | 21,260 | 21,052 | |||||||||||||
Diluted earnings per share |
$ | 0.29 | $ | 0.25 | $ | 0.54 | $ | 0.50 | |||||||||
Diluted weighted average shares outstanding |
21,412 | 21,353 | 21,368 | 21,314 | |||||||||||||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
3
WACKENHUT CORRECTIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 29, 2003 AND DECEMBER 29, 2002
(In thousands except share data)
(UNAUDITED)
| June 29, 2003 | December 29, 2002 | |||||||||
ASSETS |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ | 58,955 | $ | 35,240 | ||||||
Accounts receivable, less allowance for
doubtful accounts of $1,251 and $1,644,
respectively |
88,095 | 84,737 | ||||||||
Deferred income tax asset |
8,426 | 7,161 | ||||||||
Other |
7,598 | 12,445 | ||||||||
Total current assets |
163,074 | 139,583 | ||||||||
Property and equipment, net |
205,119 | 206,466 | ||||||||
Investments in and advances to affiliates |
21,349 | 19,776 | ||||||||
Deferred income tax asset |
1,058 | 119 | ||||||||
Direct finance lease receivable |
39,164 | 30,866 | ||||||||
Other non current assets |
4,515 | 5,848 | ||||||||
| $ | 434,279 | $ | 402,658 | |||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||
Current liabilities: |
||||||||||
Accounts payable |
$ | 15,296 | $ | 10,138 | ||||||
Accrued payroll and related taxes |
16,074 | 17,489 | ||||||||
Accrued expenses |
44,649 | 43,046 | ||||||||
Current portion of deferred revenue |
1,811 | 2,551 | ||||||||
Current portion of long-term debt and
non-recourse debt |
1,770 | 1,770 | ||||||||
Total current liabilities |
79,600 | 74,994 | ||||||||
Deferred revenue |
7,136 | 7,348 | ||||||||
Other |
15,648 | 13,058 | ||||||||
Long-term debt |
123,438 | 123,750 | ||||||||
Non-recourse debt |
39,164 | 30,866 | ||||||||
Commitments and contingencies |
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Shareholders equity: |
||||||||||
Preferred stock, $.01 par value,
10,000,000 shares authorized |
| | ||||||||
Common stock, $.01 par value,
30,000,000 shares authorized,
21,286,952 and 21,245,620 shares
issued and
outstanding |
213 | 212 | ||||||||
Additional paid-in capital |
63,815 | 63,500 | ||||||||
Retained earnings |
122,808 | 111,337 | ||||||||
Accumulated other comprehensive loss |
(17,543 | ) | (22,407 | ) | ||||||
Total shareholders equity |
169,293 | 152,642 | ||||||||
| $ | 434,279 | $ | 402,658 | |||||||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these balance sheets.
4
WACKENHUT CORRECTIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED
JUNE 29, 2003 AND JUNE 30, 2002
(In thousands)
(UNAUDITED)
| Twenty-six Weeks Ended | ||||||||||
| June 29, 2003 | June 30, 2002 | |||||||||
Cash flows from operating activities: |
||||||||||
Net income |
$ | 11,471 | $ | 10,588 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities |
||||||||||
Depreciation and amortization |
6,919 | 4,924 | ||||||||
Deferred tax (benefit) provision |
(2,203 | ) | 76 | |||||||
Provision for doubtful accounts |
140 | 1,107 | ||||||||
Equity in earnings of affiliates, net of tax |
(2,058 | ) | (3,220 | ) | ||||||
Tax benefit related to employee stock options |
113 | 1,060 | ||||||||
Changes in assets and liabilities
(Increase) decrease in assets: |
||||||||||
Accounts receivable |
(828 | ) | (11,809 | ) | ||||||
Other current assets |
5,481 | (4,224 | ) | |||||||
Other assets |
(1,065 | ) | 2,784 | |||||||
Increase (decrease) in liabilities: |
||||||||||
Accounts payable and accrued expenses |
4,587 | (6,155 | ) | |||||||
Accrued payroll and related taxes |
(1,961 | ) | 3,786 | |||||||
Deferred revenue |
(952 | ) | (1,378 | ) | ||||||
Other liabilities |
2,590 | 5,089 | ||||||||
Net cash provided by operating activities |
22,234 | 2,628 | ||||||||
Cash flows from investing activities: |
||||||||||
Investments in and advances to affiliates |
203 | (54 | ) | |||||||
Repayments of investments in and advances to affiliates |
| 1,617 | ||||||||
Capital expenditures |
(4,222 | ) | (3,339 | ) | ||||||
Net cash used in investing activities |
(4,019 | ) | (1,776 | ) | ||||||
Cash flows from financing activities: |
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Proceeds from non-recourse debt |
2,324 | | ||||||||
Payments of long-term debt and non-recourse debt |
(312 | ) | (290 | ) | ||||||
Proceeds from exercise of stock options |
203 | 1,187 | ||||||||
Net cash provided by financing activities |
2,215 | 897 | ||||||||
Effect of exchange rate changes on cash |
3,285 | 1,954 | ||||||||
Net increase in cash |
23,715 | 3,703 | ||||||||
Cash, beginning of period |
35,240 | 46,099 | ||||||||
Cash, end of period |
$ | 58,955 | $ | 49,802 | ||||||
Supplemental disclosures: |
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Cash paid for income taxes |
$ | 8,153 | $ | 3,878 | ||||||
Cash paid for interest |
$ | 4,364 | $ | 113 | ||||||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
5
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| 1. | SIGNIFICANT ACCOUNTING POLICIES |
The accounting policies followed for quarterly financial reporting are the same as those disclosed in the Notes to Consolidated Financial Statements included in the Companys Form 10-K filed with the Securities and Exchange Commission on March 20, 2003 for the fiscal year ended December 29, 2002. Certain prior period amounts have been reclassified to conform with current period financial statement presentation.
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. In particular, this statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. This statement is generally effective for contracts entered into or modified after June 30, 2003 and is not expected to have a material impact on the Companys financial statements. This statement is a forward-looking statement within the meaning of the Private Securities Litigation Act. See Forward-Looking Statements on page 16.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liability and Equity. SFAS No. 150 provides that certain financial instruments with characteristics of both liability and equity to be classified as a liability. The statement is effective July 1, 2003 for existing financial instruments and May 31, 2003 for new or modified financial instruments. The Company does not have financial instruments that qualify under this statement.
In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities, which addresses consolidation by a business of variable interest entities in which it is the primary beneficiary. FIN No. 46 is effective immediately for certain disclosure requirements and variable interest entities created after January 1, 2003, and in the first fiscal year or interim period beginning after June 15, 2003 for all other variable interest entities. The Company is currently in the process of determining the effects, if any, on its financial position, results of operations and cash flows that will result from the adoption of FIN No. 46.
6
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| 2. | ACCOUNTING FOR STOCK-BASED COMPENSATION |
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, an Amendment of FASB Statement No. 123. SFAS No. 148 amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of Statements No. 123 and APB Opinion No. 28, Interim Financial Reporting to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. Currently, the Company accounts for stock option plans under the intrinsic value method APB Opinion No. 25. The Company does not intend to change its policy with regard to its method of accounting for stock based compensation and there was no impact on the Companys financial position, results of operations or cash flows upon adoption of SFAS No. 148.
No stock-based employee compensation cost is reflected in net income, as all options granted under the Companys plans had an exercise price equal to market value of the underlying common stock on the date of grant. Had the Company applied the fair value recognition provisions of FASB Statement No. 123 to all awards, the Companys net income and earnings per share would have been reduced to the pro forma amounts as follows:
| Thirteen | Thirteen | Twenty-six | Twenty-six | ||||||||||||||
| Weeks Ended | Weeks Ended | Weeks Ended | Weeks Ended | ||||||||||||||
| (In thousands, except per share data) | June 29, 2003 | June 30, 2002 | June 29, 2003 | June 30, 2002 | |||||||||||||
Net income: |
|||||||||||||||||
As reported |
$ | 6,299 | $ | 5,405 | $ | 11,471 | $ | 10,588 | |||||||||
Deduct: Total
stock-based employee
compensation expense
determined under fair
value based method for
all awards, net of
related tax effects |
323 | 26 | 396 | 933 | |||||||||||||
Pro forma |
5,976 | 5,379 | 11,075 | 9,655 | |||||||||||||
Basic earnings per share: |
|||||||||||||||||
As reported |
$ | 0.30 | $ | 0.26 | $ | 0.54 | $ | 0.50 | |||||||||
Pro forma |
0.28 | 0.26 | 0.52 | 0.46 | |||||||||||||
Diluted earnings per share: |
|||||||||||||||||
As reported |
$ | 0.29 | $ | 0.25 | $ | 0.54 | $ | 0.50 | |||||||||
Pro forma |
0.28 | 0.25 | 0.52 | 0.45 | |||||||||||||
For purposes of the pro forma calculations, the fair value of each option is estimated on the date of the grant using the Black-Scholes option-pricing model, assuming no expected dividends and the following assumptions:
| Stock options granted during the | ||||||||
| Thirteen and Twenty-six Weeks ended | ||||||||
| June 29, 2003 | June 30, 2002 | |||||||
Expected volatility factor |
49 | % | 49 | % | ||||
Approximate risk free interest rate |
2.2 | % | 1.7 | % | ||||
Expected lives (in years) |
4.4 | 3 | ||||||
7
WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| 3. | DOMESTIC AND INTERNATIONAL OPERATIONS |
A summary of domestic and international operations is presented below (in thousands):
| Thirteen Weeks Ended | Twenty-six Weeks Ended | |||||||||||||||||||
| June 29, 2003 | June 30, 2002 | June 29, 2003 | June 30, 2002 | |||||||||||||||||
Revenues |
||||||||||||||||||||
Domestic operations |
$ | 122,323 | $ | 113,452 | $ | 235,828 | $ | 225,313 | ||||||||||||
International operations |
30,884 | 27,740 | 62,633 | 56,061 | ||||||||||||||||
Total revenues |
$ | 153,207 | $ | 141,192 | $ | 298,461 | $ | 281,374 | ||||||||||||
Operating Income |
||||||||||||||||||||
Domestic operations |
$ | 9,460 | $ | 7,198 | $ | 18,386 | $ | 12,919 | ||||||||||||
International operations |
486 | 285 | 1,266 | 482 | ||||||||||||||||
Total operating income |
$ | 9,946 | $ | 7,483 | $ | 19,652 | $ | 13,401 | ||||||||||||
| As of | ||||||||||
| June 29, 2003 | December 29, 2002 | |||||||||
Long-lived Assets |
||||||||||
Domestic operations |
$ | 199,052 | $ | 200,258 | ||||||
International operations |
6,067 | 6,208 | ||||||||
Total long-lived assets |
$ | 205,119 | $ | 206,466 | ||||||