Prison Realty Announces First Quarter Results

May 15, 2000

    NASHVILLE, Tenn., May 15 /PRNewswire/ -- Prison Realty Trust, Inc.
(NYSE: PZN) today announced first quarter operating results.  For the quarter
ended March 31, 2000, PZN posted revenues of $17.3 million and a net loss of
$30.0 million, or ($0.25) per common share, compared to revenues of
$72.0 million and a net loss of $24.8 million, or ($.23) per common share, in
the first quarter of 1999.
    Revenues for the 2000 first quarter have been reduced to reflect a reserve
of $71.2 million to offset lease payments from Prison Realty's primary tenant,
CCA, that would not be collectible in the event of a corporate restructuring.
    Prison Realty has proposed a restructuring that would include its
combination with the three entities currently operating as CCA, as well as the
assumption of C corporation status rather than REIT status.  Under that
format, pro forma EBITDA (earnings before interest, taxes, depreciation and
amortization) for the combined companies is approximately $39 million for the
2000 first quarter.
    "EBITDA is an indicator of cash flow and a barometer on the underlying
strength of the company's business," said Interim Chairman Thomas W. Beasley.
"The reported first quarter results validate the wisdom of restructuring the
companies and eliminating the lease burden on CCA.  The pro forma EBITDA
number encourages us to do so as quickly as possible so that the companies can
realize once again the true value that exists in providing detention and
correctional facilities to government."
    System wide, the three companies doing business as CCA had 60,514 prison
and jail beds in operation at the end of the first quarter of 2000, versus
50,005 beds at March 31, 1999.  Occupancy was 85.6% this year compared to
89.3% last year, and compensated mandays for the quarter rose 16% to
4.5 million from 3.9 million in the first quarter of 1999.

    Current Corporate Structure Defined
    As a result of the 1999 merger transaction between Prison Realty and
Corrections Corporation of America, the operations of facilities was split
into three private companies:  the new Corrections Corporation of America (New
CCA, which is PZN's primary tenant), Prison Management Services, Inc. and
Juvenile and Jail Facility Management Services, Inc.  All three companies do
business under the name "CCA."   Prison Realty's economic interest in the two
service companies is reported as equity in earnings of subsidiaries.
    New CCA had first quarter 2000 revenues of $138.0 million, an operating
loss of $57.8 million and a net loss of $62.6 million.  The loss includes
lease payment charges of $79.3 million, of which $71.2 million was reserved by
PZN, as noted above.  For the first quarter of 1999, New CCA had revenues of
$112.4 million, an operating loss of $60.5 (including lease payments of
$80.7 million) and a net loss after benefit of income taxes of $39.8 million.

    Proposed Corporate Restructuring
    In response to the liquidity issues facing both PZN and New CCA, PZN has
entered into an agreement with Pacific Life Insurance Company with respect to
an equity investment, corporate and debt restructuring and management
reorganization.  The proposal would preserve the company's REIT status for
1999, but convert it to a C corporation beginning in 2000.  The equity
investment would take the form of a $200 million shareholder rights offering,
backstopped by Pacific Life.  A preliminary proxy on the proposal seeking
shareholder approval will be filed.

    Business Description
    Prison Realty's business primarily is the development and ownership of
correctional and detention facilities.  Headquartered in Nashville, Tenn., the
company provides financing, design, construction and renovation of new and
existing jails and prisons that it leases to both private and governmental
managers.  Prison Realty currently owns or is in the process of developing
50 correctional and detention facilities in 17 states, the District of
Columbia and the United Kingdom.
    The companies doing business as Corrections Corporation of America provide
detention and corrections services to governmental agencies.  The company is
the industry leader in private sector corrections with more than 73,000 beds
in 80 facilities under contract or under development in the United States,
Puerto Rico, Australia and the United Kingdom.  CCA's full range of services
includes design, construction, renovation and management of new or existing
jails and prisons, as well as long-distance inmate transportation services.
    This news release contains statements that are forward looking, including
statements relating to the amount and timing of the proposed restructuring
transactions.  These statements are not projections or assured results.
Actual results may differ materially from the results anticipated in the
forward looking statements due to a variety of factors, including but not
limited to, changing market conditions.  Additional factors will be described
in the company's filings with the SEC.  The company does not undertake an
obligation to update its forward-looking statements to reflect future events
or circumstances.  Accordingly, individuals should not place undue reliance on
such statements.

                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
           FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
         (Unaudited and amounts in thousands, except per share amounts)

                                     Three Months        Three Months
                                        Ended               Ended
                                    March 31, 2000      March 31, 1999

    REVENUES:
     Rental revenues                   $11,460             $63,640
     Interest income                     3,312               6,214
     Licensing fees                      2,576               2,132
                                        17,348              71,986

    EXPENSES:
     Depreciation and amortization      12,924               9,917
     General and administrative          2,543                 882
     Write off of amounts under lease
      arrangements                       4,000                  --
                                        19,467              10,799

    OPERATING INCOME (LOSS)             (2,119)             61,187
    Equity in earnings of subsidiaries
     and amortization of deferred gains  6,113               7,681
    Interest expense                   (31,794)             (8,273)
    INCOME (LOSS) BEFORE INCOME TAXES  (27,800)             60,595
    Provision for change in tax status      --              83,200
    NET LOSS                           (27,800)            (22,605)
    DIVIDENDS TO PREFERRED SHAREHOLDERS (2,150)             (2,150)
    NET LOSS AVAILABLE TO COMMON
     SHAREHOLDERS                     $(29,950)           $(24,755)
    NET LOSS AVAILABLE TO COMMON
     SHAREHOLDERS PER COMMON SHARE:
     Basic                            $  (0.25)           $  (0.23)
     Diluted                          $  (0.25)           $  (0.23)

    WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING, BASIC                118,395             107,282
    WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING, DILUTED              118,395             107,282


                       CONDENSED CONSOLIDATED BALANCE SHEETS
                        MARCH 31, 2000 AND DECEMBER 31, 1999
                   (Amounts in thousands, except per share amounts)

                                              March 31,   December 31,
                                                2000         1999
                                             (unaudited)
    ASSETS
    Real estate properties:
     Correctional and detention
      facilities                          $  2,216,662 $  2,258,281
     Less accumulated depreciation             (62,709)     (49,785)
      Net real estate properties             2,153,953    2,208,496

    Cash and cash equivalents                   12,753       84,493
    Restricted cash                             24,722       24,409
    Note receivable from CCA                   137,000      137,000
    Investments in affiliates                  120,974      118,232
    Investments in direct financing leases     162,254       74,059
    Receivable from CCA                         25,839       28,608
    Other assets                                61,116       60,625

    Total assets                           $ 2,698,611  $ 2,735,922

    LIABILITIES AND STOCKHOLDERS' EQUITY
    LIABILITIES:
     Distributions payable                 $     2,150  $     2,150
     Bank credit facility                      926,734      928,234
     Senior notes payable                      100,000      100,000
     Convertible subordinated notes and other
      debt                                      70,737       70,757
     Accounts payable and accrued expenses      67,207       70,911
     Income taxes payable                        5,917        5,476
     Deferred gains on sales of contracts      103,376      106,045
     Other liabilities                          32,000       32,000
      Total liabilities                      1,308,121    1,315,573

    COMMITMENTS AND CONTINGENCIES

    STOCKHOLDERS' EQUITY:
     Preferred stock , $.01 (one cent) par value;
      20,000 shares authorized; 4,300 issued
      and outstanding; stated at liquidation
      preference of $25 (twenty-five dollars)
      per share                                107,500      107,500
     Common stock, $.01 (one cent) par value;
      300,000 shares authorized; 118,406 shares
      issued; 118,394 shares outstanding,
      respectively                               1,184        1,184
     Treasury stock, 12 shares, at cost           (242)        (242)
     Additional paid-in capital              1,347,318    1,347,227
     Cumulative net income                       2,024       29,824
     Accumulated distributions                 (67,294)     (65,144)

      Total stockholders' equity             1,390,490    1,420,349

      Total liabilities and stockholders'
       equity                               $2,698,611   $2,735,922


                     CORRECTIONS CORPORATION OF AMERICA
                       SELECTED FINANCIAL INFORMATION
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                            (Amounts in thousands)

                                            Three Months    Three Months
                                               Ended           Ended
                                            March 31, 2000   March 31, 1999
                                             (unaudited)      (unaudited)

    Revenues                               $   137,952     $    112,363
    Net loss                                   (62,640)         (39,766)

    Cash flows provided by (used in) operating
     activities                            $     2,228     $     (5,611)
    Cash flows used in investing activities       (415)          (1,011)
    Cash flows used in financing activities    (10,034)          (1,517)
    Net decrease in cash                   $    (8,221)    $     (8,139)
    CASH AND CASH EQUIVALENTS, beginning
     of the period                              10,725           19,057
    CASH AND CASH EQUIVALENTS, end of
     the period                            $     2,504     $     10,918


                                         March 31, 2000    December 31, 1999
                                           (unaudited)
    Current assets                         $    82,208     $     88,647
    Total assets                               175,918          184,701
    Current liabilities                        313,951          258,421
    Deferred credits                           105,202          107,070
    Total liabilities                          419,153          365,491
    Stockholders' equity                   $  (243,235)    $   (180,790)