x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
MARYLAND | 62-1763875 | |
(State or other jurisdiction of | (I.R.S. Employer Identification Number) | |
incorporation or organization) |
Large accelerated filer
x
|
Accelerated filer o | |
Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
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ITEM 1.
FINANCIAL STATEMENTS.
June 30,
December 31,
2008
2007
$
14,287
$
57,968
246,618
241,722
12,843
12,250
24,423
21,142
7,581
298,171
340,663
2,370,892
2,086,980
6,628
6,511
13,975
14,503
13,672
13,672
22,850
23,411
$
2,726,188
$
2,485,740
$
244,370
$
213,240
6,632
964
290
290
147
237
251,439
214,731
1,085,532
975,677
41,703
34,271
39,018
39,086
1,417,692
1,263,765
1,253
1,245
1,582,724
1,568,736
(275,481
)
(348,006
)
1,308,496
1,221,975
$
2,726,188
$
2,485,740
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FOR THE SIX MONTHS ENDED JUNE 30, 2008
Common Stock
Additional
Paid-in
Retained
Shares
Par Value
Capital
Deficit
Total
124,472
$
1,245
$
1,568,736
$
(348,006
)
$
1,221,975
72,525
72,525
72,525
72,525
13
13
(126
)
(1
)
(3,366
)
(3,367
)
(25
)
2,886
2,886
6,779
6,779
1,805
1,805
266
2
(2
)
715
7
5,873
5,880
125,302
$
1,253
$
1,582,724
$
(275,481
)
$
1,308,496
Table of Contents
FOR THE SIX MONTHS ENDED JUNE 30, 2007
Common Stock
Additional
Paid-in
Retained
Shares
Par Value
Capital
Deficit
Total
122,084
$
1,221
$
1,527,608
$
(479,148
)
$
1,049,681
65,172
65,172
65,172
65,172
12
12
(99
)
(1
)
(2,643
)
(2,644
)
(80
)
(1
)
2,497
2,496
14,256
14,256
982
982
308
3
(3
)
1,470
15
10,005
10,020
(2,231
)
(2,231
)
123,683
$
1,237
$
1,552,714
$
(416,207
)
$
1,137,744
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June 30, 2008
December 31, 2007
Gross Carrying
Accumulated
Gross Carrying
Accumulated
Amount
Amortization
Amount
Amortization
$
873
$
(860
)
$
873
$
(859
)
(35,688
)
27,883
(35,688
)
25,977
$
(34,815
)
$
27,023
$
(34,815
)
$
25,118
$
2,331
3,204
2,534
134
134
134
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LIABILITIES
June 30, 2008
December 31, 2007
$
147
$
237
$
147
$
237
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June 30,
December 31,
2008
2007
$
110,000
$
-
250,000
250,000
200,822
200,967
375,000
375,000
150,000
150,000
1,085,822
975,967
(290
)
(290
)
$
1,085,532
$
975,677
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For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2008
2007
2008
2007
$
304,684
$
268,501
$
597,300
$
527,741
92,239
89,320
184,451
176,206
396,923
357,821
781,751
703,947
196,189
177,409
387,101
347,645
80,097
76,336
161,262
149,850
276,286
253,745
548,363
497,495
108,495
91,092
210,199
180,096
12,142
12,984
23,189
26,356
120,637
104,076
233,388
206,452
2,693
4,949
6,619
9,738
(6,915
)
(5,494
)
(12,136
)
(10,874
)
(19,803
)
(18,817
)
(39,356
)
(36,135
)
(22,176
)
(18,928
)
(43,588
)
(37,198
)
$
74,436
$
65,786
$
144,927
$
131,983
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For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2008
2007
2008
2007
$
152,103
$
66,263
$
314,558
$
102,979
1,168
2,133
2,751
4,144
2,082
4,363
5,748
10,743
$
155,353
$
72,759
$
323,057
$
117,866
June 30, 2008
December 31, 2007
$
2,464,506
$
2,161,375
120,910
121,599
140,772
202,766
$
2,726,188
$
2,485,740
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ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
fluctuations in operating results because of changes in occupancy levels, competition,
increases in cost of operations, fluctuations in interest rates, and risks of operations;
changes in the privatization of the corrections and detention industry and the public
acceptance of our services;
our ability to obtain and maintain correctional facility management contracts,
including as the result of sufficient governmental appropriations, inmate disturbances,
and the timing of the opening of new facilities and the commencement of new management
contracts as well as our ability to utilize current available beds and new capacity as
development and expansion projects are completed;
increases in costs to develop 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;
changes in governmental policy and in legislation and regulation of the corrections and
detention industry that adversely affect our business including, but not limited to,
judicial challenges regarding the transfer of California inmates to out-of-state private
correctional facilities;
the availability of debt and equity financing on terms that are favorable to us; and
general economic and market conditions.
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Owned
Effective
and
Managed
Date
Managed
Only
Leased
Total
40
25
3
68
January 1, 2007
(1
)
(1
)
June 6, 2007
1
1
41
24
3
68
41
24
3
68
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Expansion
Owned or
Facility
Quarter Completed
Beds
Managed-Only
First quarter 2007
360
Managed-Only
First quarter 2007
96
Owned
Third quarter 2007
384
Managed-Only
Third quarter 2007
235
Managed-Only
Fourth quarter 2007
960
Owned
Fourth quarter 2007
720
Owned
Second quarter 2008
720
Owned
First quarter 2008
720
Owned
First quarter 2008
129
Owned
Second quarter 2008
720
Owned
Second quarter 2008
266
Owned
5,310
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For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2008
2007
2008
2007
$
56.69
$
54.08
$
56.34
$
54.04
29.23
28.10
29.47
28.32
10.23
10.25
10.05
9.87
39.46
38.35
39.52
38.19
$
17.23
$
15.73
$
16.82
$
15.85
30.4
%
29.1
%
29.9
%
29.3
%
97.0
%
99.0
%
97.0
%
98.5
%
76,936
72,715
76,240
71,965
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For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2008
2007
2008
2007
$
65.49
$
62.37
$
65.09
$
62.33
31.14
30.14
31.47
30.40
11.04
11.07
10.71
10.66
42.18
41.21
42.18
41.06
$
23.31
$
21.16
$
22.91
$
21.27
35.6
%
33.9
%
35.2
%
34.1
%
97.3
%
99.6
%
97.3
%
99.2
%
51,121
47,310
50,424
46,782
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2008
2007
2008
2007
$
39.26
$
38.64
$
39.26
$
38.66
25.46
24.31
25.55
24.46
8.63
8.71
8.77
8.41
34.09
33.02
34.32
32.87
$
5.17
$
5.62
$
4.94
$
5.79
13.2
%
14.5
%
12.6
%
15.0
%
96.5
%
97.9
%
96.5
%
97.2
%
25,815
25,405
25,816
25,183
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Estimated remaining
cost to complete as
No. of
Estimated
of June 30, 2008
Facility
beds
completion date
(in thousands)
128
Third quarter 2008
$
11,957
660
Third quarter 2008
11,960
660
Third quarter 2008
6,661
Third quarter 2008 -
3,060
First quarter 2009
52,880
2,232
Fourth quarter 2008
50,739
2,040
Fourth quarter 2009
130,800
1,072
Fourth quarter 2009
81,317
9,852
$
346,314
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Cost
Facility
No. of beds
Completion date
(in thousands)
360
First quarter 2007
$
18,500
96
First quarter 2007
5,000
1,896
Second quarter 2007
102,600
720
Fourth quarter 2007
40,000
720
Second quarter 2008
45,500
960
Fourth quarter 2007
53,000
129
First quarter 2008
19,500
(1)
720
First quarter 2008
42,000
720
Second quarter 2008
45,000
266
Second quarter 2008
21,000
(2)
6,587
$
392,100
(1)
The cost included a renovation of the facility pursuant to a new contract award from
the BOP to house up to 1,558 federal inmates. As of June 30, 2008, we housed 1,537 BOP
inmates at the Eden facility.
(2)
The cost included a renovation of the existing building infrastructure to accommodate
higher detainee populations.
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Payments Due By Year Ended December 31,
2008
(remainder)
2009
2010
2011
2012
Thereafter
Total
$
$
$
$
450,000
$
110,000
$
525,000
$
1,085,000
29,055
45,102
14,131
88,288
2,424
3,508
3,629
3,066
2,089
6,309
21,025
$
31,479
$
48,610
$
17,760
$
453,066
$
112,089
$
531,309
$
1,194,313
Table of Contents
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 4.
CONTROLS AND PROCEDURES.
ITEM 1.
LEGAL PROCEEDINGS.
Table of Contents
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Shares Voted
Name of Nominee
For
Withheld
104,013,894
2,233,437
106,032,987
214,344
106,028,840
218,491
106,016,461
230,870
106,050,371
196,960
105,952,669
294,662
106,048,430
198,901
105,538,742
708,589
106,047,123
200,208
101,210,860
5,036,471
106,049,536
197,795
106,041,199
206,132
106,003,400
243,931
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ITEM 5.
OTHER INFORMATION.
ITEM 6.
EXHIBITS.
Exhibit
Number
Description of Exhibits
10.1
10.2
10.3
31.1
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Exhibit
Number
Description of Exhibits
31.2
32.1
32.2
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Date: August 7, 2008
CORRECTIONS CORPORATION OF AMERICA
/s/ John D. Ferguson
John D. Ferguson
Chairman of the Board of Directors and
Chief Executive Officer
/s/ Todd J Mullenger
Todd J Mullenger
Executive Vice President, Chief Financial Officer, and
Principal Accounting Officer
CORRECTIONS CORPORATION OF AMERICA
|
||||
By: | /s/ John D. Ferguson | |||
Name: | John D. Ferguson | |||
Title: | Chief Executive Officer and President | |||
1
Executive Officer |
Salary Effective as of
July 1, 2008 |
Previous Salary | ||||||
John D. Ferguson
|
$ | 749,858 | $ | 724,500 | ||||
Todd J Mullenger
|
$ | 290,000 | $ | 270,000 | ||||
Richard P. Seiter
|
$ | 310,655 | $ | 300,150 | ||||
G. A. Puryear, IV
|
$ | 257,094 | $ | 248,400 | ||||
William K. Rusak
|
$ | 267,806 | $ | 258,750 |
2
3
4
GUARANTEEING SUBSIDIARIES:
CCA OF TENNESSEE, LLC CCA WESTERN PROPERTIES, INC. |
||||
By: | /s/ Todd J Mullenger | |||
Name: | Todd J Mullenger | |||
Title: | Vice President, Treasurer | |||
COMPANY:
CORRECTIONS CORPORATION OF AMERICA |
||||
By: | /s/ Todd J Mullenger | |||
Name: | Todd J Mullenger | |||
Title: | Vice President, Treasurer | |||
GUARANTORS:
CCA INTERNATIONAL, INC. CCA PROPERTIES OF AMERICA, LLC CCA PROPERTIES OF ARIZONA, LLC CCA PROPERTIES OF TENNESSEE, LLC CCA PROPERTIES OF TEXAS, L.P. PRISON REALTY MANAGEMENT, INC. TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC. TRANSCOR AMERICA, LLC |
||||
By: | /s/ Todd J Mullenger | |||
Name: | Todd J Mullenger | |||
Title: | Vice President, Treasurer | |||
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION as Trustee |
||||
By: | /s/ George Davison | |||
Name: | George Davison | |||
Title: | Officer |
S-1
1. | CCA of Tennessee, LLC (Tennessee) (successor by statutory conversion to CCA of Tennessee, Inc.) | ||
2. | CCA Western Properties, Inc. (Delaware) |
1. | I have reviewed this quarterly report on Form 10-Q of Corrections Corporation of America; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ John D. Ferguson | ||||
John D. Ferguson | ||||
Chairman of the Board of Directors and
Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Corrections Corporation of America; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Todd J Mullenger | ||||
Todd J Mullenger | ||||
Executive Vice President, Chief Financial
Officer, and Principal Accounting Officer |
/s/ John D. Ferguson | ||||
John D. Ferguson | ||||
August 7, 2008 |
Chairman of the Board of Directors and
Chief Executive Officer |
/s/ Todd J Mullenger | ||||
Todd J Mullenger | ||||
August 7, 2008 |
Executive Vice President, Chief Financial
Officer, and Principal Accounting Officer |
|||