CORRECTIONS CORPORATION OF AMERICA - FORM 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2008

Corrections Corporation of America


(Exact name of registrant as specified in its charter)
         
Maryland   001-16109   62-1763875

 
 
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer
        Identification No.)

10 Burton Hills Boulevard, Nashville, Tennessee 37215


(Address of principal executive offices) (Zip Code)

(615) 263-3000


(Registrant’s telephone number, including area code)

Not Applicable


(Former name or former address, if changed since last report)

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE


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Item 2.02. Results of Operations and Financial Condition

     On May 6, 2008, Corrections Corporation of America, a Maryland corporation (the “Company”), issued a press release announcing its 2008 first quarter financial results. A copy of the release is furnished as a part of this Current Report as Exhibit 99.1 and is incorporated herein in its entirety by this reference. The release contains certain financial information calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles, or GAAP, which the Company believes is useful to investors and other interested parties. The Company has included information concerning this non-GAAP information in the release, including a reconciliation of such information to the most comparable GAAP measures, the reasons why the Company believes such information is useful, and the Company’s use of such information for additional purposes.

     The information furnished pursuant to this Item 2.02 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Section 11 of the Securities Act of 1933, as amended, or otherwise subject to the liabilities of those sections. This Current Report will not be deemed an admission by the Company as to the materiality of any information in this report that is required to be disclosed solely by Item 2.02. The Company does not undertake a duty to update the information in this Current Report and cautions that the information included in this Current Report is current only as of May 6, 2008 and may change thereafter.

Item 9.01. Financial Statements and Exhibits

     (d)  The following exhibit is furnished as part of this Current Report pursuant to Item 2.02:

       Exhibit 99.1 - Press Release dated May 6, 2008

 


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SIGNATURE

     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, hereunto duly authorized.

     
Date: May 6, 2008   CORRECTIONS CORPORATION OF AMERICA
 
    By: /s/ Todd J Mullenger

       Todd J Mullenger
       Executive Vice President and
       Chief Financial Officer

 


Table of Contents

EXHIBIT INDEX

     
Exhibit No.   Description

 
99.1   Press Release dated May 6, 2008

 

EX-99.1 PRESS RELEASE
 

Exhibit 99.1
(CCA NEWS RELEASE)
Corrections Corporation of America Announces
First Quarter 2008 Financial Results
And Additional construction to Increase Design Capacity of
Adams County Correctional Center
NASHVILLE, Tenn. — May 6, 2008 — Corrections Corporation of America (NYSE: CXW) (the “Company” or “CCA”), the nation’s largest provider of corrections management services to government agencies, today announced its financial results for the first quarter ended March 31, 2008.
Financial Review
First Quarter of 2008 Compared with First Quarter of 2007
  n   Net income increased to $35.0 million from $32.6 million
 
  n   Net income per diluted share increased to $0.28 from $0.26
 
  n   EBITDA increased to $91.4 million from $84.1 million
 
  n   Adjusted Free Cash Flow increased to $72.7 million from $61.5 million
 
  n   849 expansion beds placed into service during the first quarter of 2008
Financial results for the first quarter of 2008 were positively impacted by an increase in average daily compensated inmate populations from both federal and state customers. Management revenue from federal customers increased 6.9% to $152.0 million during the first quarter of 2008 from $142.2 million during the first quarter of 2007. The increase in federal revenue from the first quarter of 2007 resulted from an increase in utilization at our Stewart Detention Center under a contract with the Immigration and Customs Enforcement (“ICE”) that became effective in October 2006, combined with the utilization by the U.S. Marshals Service (“USMS”) of the 360-bed expansion at the Citrus County Detention Facility completed during the first quarter of 2007 as well as an increase in populations from all three federal agencies at several other facilities.
Management revenue from state customers increased 16.4% to $196.4 million during the first quarter of 2008 from $168.7 million for the same period in 2007. The increase in state revenue from the prior year quarter primarily resulted from contract awards resulting in additional inmates from the state of California, which now utilizes beds in five of our facilities, as well as the state of Arizona for which we house inmates at our Diamondback Correctional Facility. Additionally, our inmate populations from the state of Florida increased as a result of the expansions at Gadsden Correctional Institution and Bay Correctional Facility, both of which were completed during the third quarter of 2007. These increases were partially offset by a reduction in revenue resulting from lower populations at our D.C. Correctional Treatment Facility.
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CCA First Quarter 2008 Financial Results
Page 2
Also contributing to the improvement in federal and state revenue were increases in per diems obtained on several management contracts.
Our average daily compensated population increased 6.1% to 75,544 during the first quarter of 2008 from 71,206 during the first quarter of 2007. However, total portfolio occupancy decreased to 97.0% during the first quarter of 2008 from 98.0% during the first quarter of 2007 as a result of placing nearly 5,000 new beds into service since the first quarter of 2007.
Adjusted Free Cash Flow increased to $72.7 million during the first quarter of 2008 from $61.5 million generated during the same period in 2007. The increase in Adjusted Free Cash Flow was primarily attributable to an improvement in operating performance driven by new management contracts and a decrease in maintenance and technology capital expenditures.
EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures. Please refer to the Supplemental Financial Information and related note following the financial statements herein for further discussion and reconciliations of these measures to GAAP financial measures.
Commenting on the financial results, President and CEO John Ferguson stated, “We delivered solid financial performance during the first quarter, and we are optimistic about our prospects in future quarters as we deliver new bed capacity. We continue to effectively execute our development program and expect to bring on-line approximately 6,900 additional beds during the remainder of 2008, preparing a foundation for future growth.”
Ferguson continued, “Based on projected demand for prison beds by many of our existing state and federal customers we continue to pursue additional expansion and development opportunities.”
Operations Highlights
For the quarters ended March 31, 2008 and 2007, key operating statistics for the continuing operations of the Company were as follows:
                         
    Quarter Ended March 31,        
Metric   2008     2007     % Change  
Average Available Beds
    77,899       72,643       7.2 %
Average Compensated Occupancy
    97.0 %     98.0 %     -1.0 %
Total Compensated Man-Days
    6,874,470       6,408,581       7.3 %
Average Daily Compensated Population
    75,544       71,206       6.1 %
Revenue per Compensated Man-Day
  $ 55.98     $ 54.01       3.6 %
 
                       
Operating Expense per Compensated Man-Day:
                       
Fixed
    29.70       28.55       4.0 %
Variable
    9.88       9.49       4.1 %
 
                   
Total
    39.58       38.04       4.0 %
 
                   
 
                       
Operating Margin per Compensated Man-Day
  $ 16.40     $ 15.97       2.7 %
 
                   
Operating Margin
    29.3 %     29.6 %     -1.0 %
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CCA First Quarter 2008 Financial Results
Page 3
Total revenue for the first quarter of 2008 increased 10.8% to $388.4 million from $350.5 million during the same period in 2007, as total compensated man-days increased to 6.9 million from 6.4 million, and as revenue per compensated man-day increased to $55.98 from $54.01. The increase in revenue from the prior year period was predominately due to higher inmate populations from the state of California at our Florence and Tallahatchie facilities, the state of Arizona at our Diamondback facility as well as from the USMS at the Citrus facility and from ICE at our Stewart facility.
Total operating expenses per compensated man-day increased 4.0% to $39.58 during the first quarter of 2008 compared with $38.04 during the same period in 2007. In addition to general inflationary increases, our operating expenses included incremental costs associated with ramping-up inmate populations at a number of our facilities, primarily those facilities where expansion projects have recently been completed or where expansions will be completed in the near term.
Business Development Update
Today, CCA is announcing its intent to increase the total capacity of its Adams County Correctional Center, in Adams County, Mississippi which is currently under construction, by an additional 564-beds. The incremental cost of construction is estimated to be $30.0 million and is anticipated to be completed during the first quarter of 2009. Upon completion of the additional beds, the Adams County facility will have a total design capacity of 2,232 beds at a total estimated cost of $135.0 million.
Although we currently do not have a management contract for the Adams County facility, CCA decided to move forward with increasing the design capacity based on anticipated demand from federal and state agencies.
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CCA First Quarter 2008 Financial Results
Page 4
Facility Development Update
Facilities Currently Under Development or Expansion
Based upon our expectation of increased demand for bed capacity on behalf of a number of state and federal agencies, we expect to complete the following expansion and development projects:
                                         
                            Estimated        
Facilities Under Expansion or   Additional     Total Bed Capacity     Estimated     Total Cost     Potential  
Development   Beds     Following Expansion     Completion     (in millions)     Customer(s)  
Bent County Correctional Facility, Colorado
    720       1,420       Q2 2008     $ 45.0     Colorado (1)
Leavenworth Detention Center, Kansas
    266       1,033       Q2 2008       22.0     USMS (1)
Tallahatchie County Correctional Facility,
    720       2,672       Q2 2008       53.5          
Mississippi
    128               Q3 2008           California (1)
Cimarron Correctional Facility, Oklahoma
    660       1,692       Q3 2008       45.0     Various  States
Davis Correctional Facility, Oklahoma
    660       1,670       Q3 2008       45.0     Various States
Adams County Correctional
    1,668       2,232       Q4 2008       135.0     Federal or
Center, Mississippi
    564               Q1 2009           Various States
La Palma Correctional Center,
    3,060       3,060       Q3 2008 -       205.0     California (1)
Arizona
                    Q2 2009              
Trousdale Correctional Center,
Tennessee
    2,040       2,040       Q4 2009       143.0     Various States and Federal
 
                                   
Total
    10,486                     $ 693.5          
 
                                   
 
(1)   We currently have contracts in place with the stated customers to occupy these facilities; however, the contracts do not provide a guarantee of utilization.
In addition to the above listed projects, we continue to pursue additional development and expansion opportunities in order to satisfy increasing demand from existing and potential customers. We believe we have the ability to fund our current development activity with cash on hand, availability under our new $450.0 million revolving credit facility, and cash generated from operations.
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CCA First Quarter 2008 Financial Results
Page 5
Expansions or Developments Completed During 2007 and During First Quarter of 2008
                         
    Additional              
Expansions or New Facilities Completed   Beds     Completed     Customer(s)  
2007
                       
 
                       
Citrus County Detention Facility, Florida
    360       Q1 2007     Citrus County
 
                       
Crossroads Correctional Center, Montana
    96       Q1 2007     State  of  Montana  and USMS
 
                       
Saguaro Correctional Facility, Arizona
    1,896       Q2 2007     State of Hawaii
 
                       
Gadsden Correctional Institution, Florida
    384       Q3 2007     State of Florida
 
                       
Bay Correctional Facility, Florida
    235       Q3 2007     State of Florida
 
                       
Tallahatchie County Correctional Facility, Mississippi
    720       Q4 2007     State of California
 
                       
North Fork Correctional Facility, Oklahoma
    960       Q4 2007     State of California
 
                     
 
                       
Total 2007 Additional Beds Completed
    4,651                  
 
                     
 
                       
2008
                       
 
                       
Eden Detention Center, Texas
    129       Q1 2008     BOP
 
                       
Kit Carson Correctional Center, Colorado
    720       Q1 2008     State of Colorado
 
                     
 
                       
Total 2008 Additional Beds Completed
    849                  
 
                     
 
                       
Total
    5,500                  
 
                     
Guidance
We expect diluted earnings per share (“EPS”) for the second quarter of 2008 to be in the range of $0.28 to $0.30, and full year 2008 EPS to be in the range of $1.21 to $1.28.
During 2008, we expect to invest approximately $495.4 million in capital expenditures, consisting of approximately $450.0 million in prison construction and expansions that have been previously announced, $31.9 million in maintenance capital expenditures and $13.5 million in information technology. We also currently expect to pay approximately $50.0 million to $55.0 million in federal and state income taxes during 2008.
Supplemental Financial Information and Investor Presentations
We have made available on our website supplemental financial information and other data for the first quarter of 2008. We do not undertake any obligation, and disclaim any duty, to update any of the information disclosed in this report. Interested parties may access this information through our website at www.correctionscorp.com under “Financial Information” of the Investor section.
Management may meet with investors from time to time during the second quarter of 2008. Written materials used in the investor presentations will also be available on our website beginning on or about May 13, 2008. Interested parties may access this information through our website at www.correctionscorp.com under “Webcasts” of the Investor section.
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CCA First Quarter 2008 Financial Results
Page 6
Webcast and Replay Information
We will host a webcast conference call at 11:00 a.m. eastern time (10:00 a.m. central time) today, to discuss our first quarter 2008 financial results. To listen to this discussion, please access “Webcasts” on the Investor page at www.correctionscorp.com. The conference call will be archived on our website following the completion of the call. In addition, a telephonic replay will be available today at 2:00 p.m. eastern time through 11:59 p.m. eastern time on May 13, 2008, by dialing 888-203-1112, pass code 7611394.
About CCA
CCA is the nation’s largest owner and operator of privatized correctional and detention facilities and one of the largest prison operators in the United States, behind only the federal government and three states. We currently operate 65 facilities, including 41 company-owned facilities, with a total design capacity of approximately 78,500 beds in 19 states and the District of Columbia. We specialize in owning, operating and managing prisons and other correctional facilities and providing inmate residential and prisoner transportation services for governmental agencies. In addition to providing the fundamental residential services relating to inmates, our facilities offer a variety of rehabilitation and educational programs, including basic education, religious services, life skills and employment training and substance abuse treatment. These services are intended to reduce recidivism and to prepare inmates for their successful re-entry into society upon their release. We also provide health care (including medical, dental and psychiatric services), food services and work and recreational programs.
Forward-Looking Statements
This press release contains statements as to our beliefs and expectations of the outcome of future events that are forward-looking statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include, but are not limited to, the risks and uncertainties associated with: (i) fluctuations in our operating results because of, among other things, changes in occupancy levels, competition, increases in cost of operations, fluctuations in interest rates and risks of operations; (ii) changes in the privatization of the corrections and detention industry, the public acceptance of our services, the timing of the opening of and demand for new prison facilities and the commencement of new management contracts; (iii) our ability to obtain and maintain correctional facility management contracts, including as a result of sufficient governmental appropriations and as a result of inmate disturbances; (iv) increases in costs to construct or expand correctional facilities that exceed original estimates, or the inability to complete such projects on schedule as a result of various factors, many of which are beyond our control, such as weather, labor conditions and material shortages, resulting in increased construction costs; (v) risks associated with judicial challenges regarding the transfer of California inmates to out of state private correctional facilities; and (vi) general economic and market conditions. Other factors that could cause operating and financial results to differ are described in the filings made from time to time by us with the Securities and Exchange Commission.
CCA takes no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release.
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CCA First Quarter 2008 Financial Results
Page 7
CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                 
    March 31,     December 31,  
ASSETS   2008     2007  
Cash and cash equivalents
  $ 50,470     $ 57,968  
Accounts receivable, net of allowance of $3,998 and $3,914, respectively
    231,547       241,722  
Deferred tax assets
    14,916       12,250  
Prepaid expenses and other current assets
    13,584       21,142  
Assets held for sale
    7,578       7,581  
 
           
Total current assets
    318,095       340,663  
 
               
Property and equipment, net
    2,231,354       2,086,980  
 
               
Restricted cash
    6,580       6,511  
Investment in direct financing lease
    14,243       14,503  
Goodwill
    13,672       13,672  
Other assets
    22,781       23,411  
 
           
 
               
Total assets
  $ 2,606,725     $ 2,485,740  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY                
 
               
Accounts payable and accrued expenses
  $ 207,320     $ 213,240  
Income taxes payable
    11,450       964  
Current portion of long-term debt
    290       290  
Current liabilities of discontinued operations
    151       237  
 
           
Total current liabilities
    219,211       214,731  
 
               
Long-term debt, net of current portion
    1,045,605       975,677  
Deferred tax liabilities
    39,338       34,271  
Other liabilities
    39,392       39,086  
 
           
 
               
Total liabilities
    1,343,546       1,263,765  
 
           
 
               
Commitments and contingencies
               
 
               
Common stock - $0.01 par value; 300,000 shares authorized; 124,965 and 124,472 shares issued and outstanding at March 31, 2008 and December 31, 2007, respectively
    1,250       1,245  
Additional paid-in capital
    1,574,937       1,568,736  
Retained deficit
    (313,008 )     (348,006 )
 
           
 
               
Total stockholders’ equity
    1,263,179       1,221,975  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 2,606,725     $ 2,485,740  
 
           
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CCA First Quarter 2008 Financial Results
Page 8
CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                 
    For the Three Months  
    Ended March 31,  
    2008     2007  
REVENUE:
               
Management and other
  $ 387,567     $ 349,838  
Rental
    793       698  
 
           
 
    388,360       350,536  
 
           
 
               
EXPENSES:
               
Operating
    277,294       249,130  
General and administrative
    19,553       17,318  
Depreciation and amortization
    21,412       18,225  
 
           
 
    318,259       284,673  
 
           
 
               
OPERATING INCOME
    70,101       65,863  
 
           
 
               
OTHER EXPENSES (INCOME):
               
Interest expense, net
    13,650       13,934  
Other (income) expenses
    93       (11 )
 
           
 
    13,743       13,923  
 
           
 
               
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
    56,358       51,940  
 
               
Income tax expense
    (21,601 )     (19,578 )
 
           
 
               
INCOME FROM CONTINUING OPERATIONS
    34,757       32,362  
 
               
Income from discontinued operations, net of taxes
    241       208  
 
           
 
               
NET INCOME
  $ 34,998     $ 32,570  
 
           
 
               
BASIC EARNINGS PER SHARE:
               
Income from continuing operations
  $ 0.28     $ 0.27  
Income from discontinued operations, net of taxes
           
 
           
Net income
  $ 0.28     $ 0.27  
 
           
 
               
DILUTED EARNINGS PER SHARE:
               
Income from continuing operations
  $ 0.28     $ 0.26  
Income from discontinued operations, net of taxes
           
 
           
Net income
  $ 0.28     $ 0.26  
 
           
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CCA First Quarter 2008 Financial Results
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CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION

(UNAUDITED AND AMOUNTS IN THOUSANDS)
CALCULATION OF ADJUSTED FREE CASH FLOW
                 
    For the Three Months Ended
March 31,
 
    2008     2007  
Income from continuing operations before income taxes
  $ 56,358     $ 51,940  
Income taxes paid
    (376 )     (798 )
Depreciation and amortization
    21,412       18,225  
Depreciation and amortization for discontinued operations
          45  
Income from discontinued operations, net of taxes
    241       208  
Income tax expense for discontinued operations
    149       126  
Stock-based compensation reflected in G&A expenses
    2,020       1,230  
Amortization of debt costs and other non-cash interest
    993       1,015  
Maintenance and technology capital expenditures
    (8,138 )     (10,456 )
 
           
 
               
Adjusted Free Cash Flow
  $ 72,659     $ 61,535  
 
           
CALCULATION OF EBITDA
                 
    For the Three Months Ended
March 31,
 
    2008     2007  
Net income
  $ 34,998     $ 32,570  
Interest expense, net
    13,650       13,934  
Depreciation and amortization
    21,412       18,225  
Income tax expense
    21,601       19,578  
Income from discontinued operations, net of taxes
    (241 )     (208 )
 
           
 
               
EBITDA
  $ 91,420     $ 84,099  
 
           
NOTE TO SUPPLEMENTAL FINANCIAL INFORMATION
EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures. The Company believes that these measures are important operating measures that supplement discussion and analysis of the Company’s results of operations and are used to review and assess operating performance of the Company and its correctional facilities and their management teams. The Company believes that it is useful to provide investors, lenders and security analysts disclosures of its results of operations on the same basis as that used by management.
Management and investors review both the Company’s overall performance (including GAAP EPS, net income, and Adjusted Free Cash Flow) and the operating performance of the Company’s correctional facilities (EBITDA). EBITDA is a useful supplemental measure of the performance of the Company’s correctional facilities because it does not take into account depreciation and amortization and tax provisions. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), this accounting presentation assumes that the value of real estate assets diminishes at a level rate over time. Because of the unique structure, design and use of the Company’s correctional facilities, management believes that
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CCA First Quarter 2008 Financial Results
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assessing performance of the Company’s correctional facilities without the impact of depreciation or amortization is useful. The calculation of Adjusted Free Cash Flow substitutes capital expenditures incurred to maintain the functionality and condition of the Company’s correctional facilities in lieu of a provision for depreciation; Adjusted Free Cash Flow also excludes certain other non-cash expenses that do not affect the Company’s ability to service debt.
The Company may make adjustments to GAAP net income, EBITDA and Adjusted Free Cash Flow from time to time for certain other income and expenses that it considers non-recurring, infrequent or unusual and because such items do not reflect a necessary component of the ongoing operations of the Company. Other companies may calculate EBITDA and Adjusted Free Cash Flow differently than the Company does, or adjust for other items, and therefore comparability may be limited. EBITDA and Adjusted Free Cash Flow are not measures of performance under GAAP, and should not be considered as an alternative to cash flows from operating activities, a measure of liquidity or an alternative to net income as indicators of the Company’s operating performance or any other measure of performance derived in accordance with GAAP. This data should be read in conjunction with the Company’s consolidated financial statements and related notes included in its filings with the Securities and Exchange Commission.
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