Prison Realty Announces Third Quarter Results

November 10, 1999

    NASHVILLE, Tenn., Nov. 10 /PRNewswire/ -- Prison Realty Trust, Inc., a
Maryland corporation ("Prison Realty" or the "Company") (NYSE: PZN), announced
today its financial results for the third quarter of 1999.  Funds from
operations, or FFO, of $66.2 million, or $0.56 per diluted share, were earned
on revenues of $75.0 million for the quarter.  In addition, the Company also
announced selected occupancy related to the Company's primary tenant,
Corrections Corporation of America ("CCA"), and the two service companies
affiliated with the Company who, together with CCA, operate under the name of
Corrections Corporation of America.
    During the third quarter, system wide CCA brought on line 4,056 new beds,
increasing its beds in operation from 49,069 at the beginning of the quarter
to 53,125 at September 30, 1999.  Corrections Corporation of America's average
system wide occupancy for the third quarter was 93.2% compared to 92.7% for
the second quarter.  The average occupancy level for the third quarter for
Prison Realty owned facilities that are managed by CCA was 88.8% compared to
87.3% for the second quarter.
    In addition, CCA announced that it has been advised by the Department of
Corrections of the State of Wisconsin that CCA has been selected as the
preferred vendor in the recently completed Wisconsin procurement.  Wisconsin
has indicated that they intend to contract for all of CCA's vacant beds at its
Prairie facility, all of CCA's vacant beds at its West Tennessee facility and
all of CCA's beds at its Tallahatchie County, Mississippi facility when it is
completed, for a total of 1,896 beds.
    The Company and CCA also announced that they have engaged Merrill Lynch &
Co. ("Merrill Lynch") as their respective financial advisors.  Merrill Lynch
was engaged in connection with the requirement in the Company's credit
facility that the companies complete a sale of equity and/or debt securities
in order for the Company to make its special dividend payment in cash.  As
part of this process, both companies and Merrill Lynch have evaluated the
Company's and CCA's financial conditions and results of operations and are
considering a broad range of financing and strategic alternatives to address
the liquidity needs of both companies.  The companies and Merrill Lynch are in
the process of evaluating proposals received with respect to these financing
and strategic alternatives.  No assurance can be given that any transaction
will ultimately be consummated.  In addition, no assurance can be given as to
the exact timing of the payment of the special dividend, whether paid in cash
and/or in securities.  The Company will not update its review and negotiation
of financing and strategic alternative proposals until this process has been
    Additional information regarding the Company's and CCA's financial results
and liquidity needs, the payment of dividends by the Company, and the
Company's and CCA's engagement of Merrill Lynch can be found in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
1999, filed today with the United States Securities and Exchange Commission.
    Prison Realty's business is the ownership of correctional and detention
facilities.  Prison Realty 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 51 correctional and detention facilities in 18 states,
the District of Columbia and the United Kingdom having a total design capacity
of 50,000 beds, of which 40 facilities are operating, eight are under
construction or expansion and three are in the planning stage.  Prison Realty
is based in Nashville, Tennessee and operates so as to qualify as a real
estate investment trust under the Internal Revenue Code.  The entities
operating under the Corrections Corporation of America name provide
correctional and detention facility management services to governments under
contracts for 83 facilities with an approximate design capacity of
75,000 beds, of which 70 facilities with an approximate design capacity of
55,000 beds are in operation.
    This press release contains forward-looking statements that involve
various risks and uncertainties.  Actual results could differ materially from
those contained in these forward-looking statements due to certain factors.
These and other risks and uncertainties are detailed in the Company's reports
filed with the Commission.

                          PRISON REALTY TRUST, INC.
                      Consolidated Statements of Income
            For the Three and Nine Months Ended September 30, 1999
        (Unaudited and amounts in thousands, except per share amounts)

                                            Three Months          Nine Months
                                                   Ended                Ended
                                          Sept. 30, 1999       Sept. 30, 1999

      Rental revenues                            $67,075             $196,543
      Interest income                              5,708               17,749
      Licensing fees                               2,192                6,510
                                                  74,975              220,802

      Depreciation and amortization               11,224               31,643
      General and administrative                   1,979                4,586
      Interest expense                            11,610               26,919
      Write off of loan cost                       8,967                8,967
      Loss on disposition of property                 --                1,631
                                                  33,780               73,746

    OPERATING INCOME                              41,195              147,056

    Equity in earnings of subsidiaries
       and amortization of
       deferred gains                              6,950               22,107

    Interest income                                   --                   --

    INCOME BEFORE INCOME TAXES                    48,145              169,163

    Provision for change in tax status                --               83,200
    Provision for income taxes                        --                   --
    NET INCOME                                    48,145               85,963

    Dividends to preferred shareholders           (2,150)              (6,450)

    NET INCOME AVAILABLE FOR COMMON SHARES       $45,995              $79,513

    Basic                                          $0.39                $0.70

    Diluted                                        $0.39                $0.69

      OUTSTANDING, BASIC                         118,196              114,003
      OUTSTANDING, DILUTED                       118,315              114,547

    Net Income Available for Common Shares       $45,995              $79,513
    Plus real estate depreciation                 11,224               31,643
    Add back non-recurring items:
    Write off of deferred tax asset                   --             83,200(a)
    Loss on disposition of property                   --              1,631(b)
    Write off of loan costs                        8,967              8,967(c)
                                                 $66,186             $204,954

       Basic                                       $0.56                $1.80

       Diluted                                     $0.56                $1.79

       OUTSTANDING, BASIC                        118,196              114,003
       OUTSTANDING, DILUTED                      119,533              115,915

    (a) - One-time charge related to change of Company tax status from
          C-corporation to REIT.
    (b) - Non-cash loss resulting from resolution of CCA pre-merger facility
          issue (1997).
    (c) - Write off of loan costs related to amendment and restatement of
          Credit Facility.

                          PRISON REALTY TRUST, INC.
                          Consolidated Balance Sheet
                              September 30, 1999
                     (Unaudited and amounts in thousands)

                                                  September 30,

    Real estate properties, at cost:
      Correctional and detention facilities         $2,306,074
      Less accumulated depreciation                    (39,015)
                Net real estate properties           2,267,059
    Cash and cash equivalents                           19,743
    Restricted cash                                     24,205
    Notes Receivable                                   138,549
    Investments in affiliates and others               126,875
    Investments in direct financing leases              74,042
    Amounts under lease arrangements, net               49,499
    Receivable from New CCA                             26,221
    Other assets                                        57,340

                Total assets                        $2,783,533

    Distributions payable                             $209,729
    Bank credit facility                               845,250
    Notes payable                                      100,000
    Convertible subordinated notes and other debt       70,778
    Accounts payable and accrued expenses               59,135
    Income taxes payable                                 6,029
    Deferred gains on sales of contracts               108,079
    Deferred tax liability                              32,000

                Total liabilities                    1,431,000

    Preferred stock, $.01 par value;
      20,000 shares authorized;
      4,300 outstanding                                     43
    Common stock, $.01 par value;
      300,000 shares authorized,
      118,284 shares issued and
      outstanding                                        1,183
    Treasury stock                                        (242)
    Additional paid-in-capital                       1,380,469
    Cumulative net income                              169,163
    Accumulated distributions                         (198,083)

                Total stockholders' equity           1,352,533

                Total liabilities and stockholders'
                   equity                           $2,783,533

    The following table includes selected financial information from Prison
Realty's primary tenant, CCA, for the nine months ended September 30, 1999:

                        Selected Financial Information
                 For the Nine Months Ended September 30, 1999
        (Unaudited and amounts in thousands, except per share amounts)

                                                 Nine Months
                                          September 30, 1999

    Revenues                                        $365,222
    Net loss                                         (84,488)

    Current assets                                    87,970
    Total assets                                     237,740
    Current liabilities                               76,026
    Deferred credits                                  87,268
    Total liabilities                                300,294 (a)
    Stockholders' equity                             (62,554)

    Cash flows used in operating activities          $(6,999)
    Cash flows used in investing activities           (3,383)
    Cash flows used in financing activities           (6,125)
    Net decrease in cash for the nine months
       ended September 30, 1999                      (16,507)
       of the period                                  19,057
       period                                         $2,550

    (a) - At September 30, 1999 there were no borrowings under CCA's revolving
          credit facility.  Currently, there are borrowings of approximately
          $20 million outstanding under CCA's revolving credit facility.