EXHIBIT 99.1
NEWS RELEASE (CCA LOGO)
Contact: Karin Demler: (615) 263-3005
CORRECTIONS CORPORATION OF AMERICA
ANNOUNCES 2004 FOURTH QUARTER AND YEAR END RESULTS
REVENUES FOR FOURTH QUARTER INCREASE 10% TO $293.8 MILLION
NASHVILLE, TENN. - FEBRUARY 9, 2005 - CORRECTIONS CORPORATION OF AMERICA (NYSE:
CXW) (the "Company") today announced its financial results for the three and
twelve month periods ended December 31, 2004.
FINANCIAL REVIEW
FOURTH QUARTER OF 2004 COMPARED WITH FOURTH QUARTER OF 2003
For the three month period ended December 31, 2004, the Company reported net
income available to common stockholders of $14.9 million, or $0.38 per diluted
share, compared with $78.8 million, or $2.01 per diluted share, for the same
period in 2003.
Financial results for the fourth quarter of 2004 included income tax charges
netting $0.03 per diluted share related to an assessment by the Internal Revenue
Service ("IRS") of taxes associated with prior refunds received by the Company
during 2002 and 2003, partially offset by a net income tax benefit for the
implementation of tax planning strategies that are expected to reduce the
Company's future effective tax rate, each as further described below. Excluding
these items, net income available to common stockholders was $0.41 per diluted
share for the fourth quarter of 2004.
Financial results for the fourth quarter of 2003 included an income tax benefit
of $52.5 million, substantially all of which was a non-cash benefit due to the
reversal at December 31, 2003, of the Company's valuation allowance that had
been applied to its deferred tax assets. Prior to the removal of the valuation
allowance, the Company did not recognize a provision for income taxes, other
than for certain state taxes. The Company estimates that net income available to
common stockholders for the fourth quarter of 2003, excluding the $52.5 million
income tax benefit and adjusted for an income tax provision using an estimated
combined federal and state effective tax rate of 40% (the approximate rate for
all of 2004), would have been $14.9 million, or $0.38 per diluted share.
Earnings per diluted share for the fourth quarter of 2004, excluding the
aforementioned special items, represent a 7.9% increase over estimated fourth
quarter 2003 earnings per diluted share on an adjusted and as-taxed basis.
Please refer to the Illustration of Net Income Adjusted for Special Items and
Assuming a Tax Provision and related information for the three and twelve months
ended December 31, 2003, following the financial statements herein.
Operating income for the three months ended December 31, 2004, was $45.0 million
compared with $44.7 million for the same period in 2003. EBITDA for the fourth
quarter of 2004 was $59.1 million, compared with $58.7 million for the fourth
quarter of 2003, and Adjusted Free Cash Flow increased to $30.1 million during
the three months ended December 31, 2004, compared with $27.4 million generated
during the same period in 2003. During the fourth quarter of 2004, the Company
also terminated an unprofitable
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10 Burton Hills Boulevard, Nashville, Tennessee 32715, Phone: 615-263-3000
CCA 2004 Fourth Quarter Results
Page 2
management contract, and completed the construction of over 1,500 beds at seven
of the Company's facilities.
EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures. Please refer
to the Calculation of Adjusted Free Cash Flow and Adjusted EBITDA and related
information following the financial statements herein.
TWELVE MONTHS ENDED DECEMBER 31, 2004 COMPARED WITH THE TWELVE MONTHS ENDED
DECEMBER 31, 2003
For the twelve months ended December 31, 2004, the Company generated net income
available to common stockholders of $61.1 million, or $1.55 per diluted share,
compared with $126.5 million, or $3.44 per diluted share, for the year ended
December 31, 2003.
In addition to the fourth quarter items discussed above, financial results for
the year ended December 31, 2004, included an income tax benefit of $0.03 per
diluted share, primarily resulting from a change in estimated income taxes
recognized during the third quarter of 2004 associated with certain financing
transactions completed during 2003.
In addition to the income tax benefit realized during the fourth quarter of
2003, results for the twelve months ended December 31, 2003, included the
following special items:
o A charge of approximately $6.7 million associated with the
Company's recapitalization transactions completed during 2003;
o A non-cash gain of $2.9 million associated with the
extinguishment of a promissory note issued in connection with
the final payment of the state court portion of the Company's
2001 stockholder litigation settlement; and
o A charge of approximately $4.5 million for a premium paid
associated with the Company's tender offer for its series B
cumulative preferred stock completed during the second quarter
of 2003.
Excluding these special items, and adjusting for an income tax provision, the
Company estimates that net income available to common stockholders for the year
ended December 31, 2003 would have been $44.6 million, or $1.23 per diluted
share. Earnings per diluted share for 2004, excluding special items, represent a
26.0% increase over diluted earnings per share for 2003 on an adjusted and
as-taxed basis. Please refer to the Illustration of Net Income Adjusted for
Special Items and Assuming a Tax Provision and related information for the three
and twelve months ended December 31, 2003, following the financial statements
herein.
Operating income for the year ended December 31, 2004, increased to $175.0
million compared with $169.4 million for 2003. EBITDA adjusted for special items
("Adjusted EBITDA") increased to $228.6 million during 2004 compared with $222.7
million during 2003. The increase in operating income and Adjusted EBITDA
resulted primarily from higher occupancy levels and improved margins at a number
of the Company's facilities housing federal inmate populations, partially offset
by reductions in Colorado and Wisconsin inmate populations. Operating income and
Adjusted EBITDA were also negatively affected by approximately $5.8 million in
operating losses incurred during the first half of 2004 in connection with
start-up activities and staffing expenses at the Company's Northeast Ohio,
Tallahatchie and Delta facilities.
Adjusted Free Cash Flow increased slightly during 2004 to $112.6 million
compared with $111.3 million during 2003. In addition to the cash generated from
new management contracts, Adjusted Free Cash Flow also benefited from a series
of recapitalization transactions undertaken by the Company in 2003 and 2004.
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CCA 2004 Fourth Quarter Results
Page 3
The benefits from these transactions were partially offset by increases in
expenditures for technology and facility improvements compared with 2003. Please
refer to the Calculation of Adjusted Free Cash Flow and Adjusted EBITDA and
related information following the financial statements herein.
INCOME TAXES
During the fourth quarter of 2004, the Company incurred income tax charges
netting $0.03 per diluted share, consisting of the following:
o A net income tax benefit of $0.01 per diluted share associated
with tax planning strategies that are expected to further
reduce the Company's future effective tax rate, and
o An assessment by the IRS resulting in an income tax charge of
$0.04 per diluted share. During the fourth quarter of 2004,
the IRS notified the Company that refunds previously received
in 2002 and 2003 would be reduced by $16.3 million as a result
of limitations on the amount of taxable losses available to be
carried back to those years. As a result of this adjustment,
the Company will now carry the disallowed losses forward to
offset taxable income during 2005. The IRS adjustment resulted
in interest charges totaling $0.04 per diluted share, which
has been reflected in income tax expense in the accompanying
financial statements.
OPERATIONS HIGHLIGHTS
For the three months ended December 31, 2004 and 2003, key operating statistics
for the continuing operations of the Company were as follows:
<Table>
<Caption>
THREE MONTHS ENDED DECEMBER 31,
Metric 2004 2003
- ------------------------------------------ ------------- -------------
Average Available Beds 67,998 58,232
Average Compensated Occupancy 92.6% 95.4%
Total Compensated Man-Days 5,795,766 5,111,879
Revenue per Compensated Man-Day $ 49.74 $ 51.09
Operating Expense per Compensated Man-Day:
Fixed 27.67 27.68
Variable 9.60 9.79
------------- -------------
Total 37.27 37.47
------------- -------------
Operating Margin per Compensated Man-Day $ 12.47 $ 13.62
============= =============
Operating Margin 25.1% 26.7%
</Table>
The decrease in margins from the prior-year period was substantially the result
of an increase in the Company's managed-only business resulting from the award
of 6,314 incremental beds by the Texas Department of Criminal Justice ("TDCJ"),
commencing in January 2004. To better illustrate the effect on operating margins
of the Texas contract award, operating margins for managed-only facilities
averaged 15.4% during the three month period ended December 31, 2004, compared
with 29.2% for owned and managed facilities.
Total revenue for the fourth quarter of 2004 increased 10% to $293.8 million
from $266.9 million during the fourth quarter of 2003, as total compensated
man-days increased to 5.8 million from 5.1 million. Average compensated
occupancy for the quarter decreased to 92.6% from 95.4% in the fourth quarter of
2003. This decrease is primarily due to the completion during the fourth quarter
of 2004 of the construction of over 1,500 beds at seven of the Company's
facilities as well as reductions in inmate
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CCA 2004 Fourth Quarter Results
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populations from the states of Alabama, Colorado, and Wisconsin. Revenue per
compensated man-day decreased from $51.09 in the fourth quarter of 2003 to
$49.74 during the current quarter, reflecting lower per-diems associated
primarily with the aforementioned Texas contract award.
Fixed operating expenses per compensated man-day, consisting primarily of
salaries and benefits, remained essentially unchanged while variable operating
expenses per compensated man-day decreased primarily as a result of a reduction
in expenses related to legal proceedings in which the Company is involved.
BUSINESS DEVELOPMENT UPDATE
On December 23, 2004, the Company was awarded the Criminal Alien Requirement
Phase 4 contract ("CAR 4") from the Federal Bureau of Prisons ("BOP") to manage
approximately 1,195 federal inmates at the Company's Northeast Ohio Correctional
Facility. The terms of the contract provide for a 50% guaranteed rate of
occupancy for 90 days following a Notice to Proceed, and a 90% guaranteed rate
of occupancy thereafter. The Company expects to receive a Notice to Proceed
within 180 days of the contract award.
On February 1, 2005, the Company announced that it had commenced construction of
the Red Rock Correctional Center, a new 1,596-bed correctional facility located
in Eloy, Arizona. The facility will be owned and managed by CCA, and is expected
to cost approximately $75 million. The project is slated for completion during
the first quarter of 2006. The capacity at the new facility is intended
primarily for existing CCA customers, including approximately 750 inmates from
the state of Alaska that are currently housed at the Company's Florence
Correctional Center located in Florence, Arizona, as well as inmates from other
jurisdictions that are currently housed at various other CCA facilities. The
Company expects that the capacity being made available at the Florence facility
as the result of the relocation of Alaskan inmates will be offered to federal
customers currently occupying both the Florence and Central Arizona facilities,
including the U.S. Marshals Service and the Bureau of Immigration and Customs
Enforcement.
Commenting on the Company's financial results, President and CEO, John Ferguson
stated, "2004 was another successful year for the Company as we experienced 26%
earnings per share growth adjusted for special items and strategically added bed
capacity that should help sustain our earnings momentum in future years. The
Company's balance sheet is strong, and we are well positioned to assist our
customers in meeting their ongoing capacity requirements."
Ferguson continued, "As we enter 2005, we continue to see a positive operating
environment for CCA. Federal, state and local governments continue to experience
budget difficulties, and as a result, the construction of new beds remains
constrained. At the federal level, the Bush administration continues to advocate
alternative means to government funding of prison construction by the Federal
Bureau of Prisons, while the recently passed Intelligence Bill calls for the
addition of thousands of detention beds for the Department of Homeland Security.
The needs of these two agencies alone provide what we believe will be a
meaningful opportunity for the private sector."
Ferguson concluded, "During 2004, CCA added a number of new customers including
Arizona, Minnesota, Vermont and Washington. We believe the movement to
privatization will continue as government entities struggle to balance
increasing demands on their operating and capital budgets. As this difficult
budgetary environment should remain for the next several years, we fully expect
to see the private prison sector expand its share of the nation's prison beds."
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CCA 2004 Fourth Quarter Results
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GUIDANCE
The Company expects diluted earnings per share for the first quarter of 2005 to
be in the range of $0.32 to $0.34, and full year EPS to be in the range of $1.75
to $1.85. The Company has not included in its full year 2005 guidance the effect
of the implementation of the Financial Accounting Standard Board's Statement No.
123R requiring, among other things, the expensing of stock options. During the
first half of 2005, the Company will evaluate and select a method for
determining the amount of expense to be recognized in accordance with Statement
No. 123R, and the Compensation Committee of the Company's Board of Directors
will determine whether and to what to extent stock options will continue to be
used as a form of incentive compensation in the future.
During 2005, the Company expects to invest approximately $107.0 million in
capital expenditures, consisting of approximately $64.0 million in prison
construction and expansions, $22.0 million in maintenance capital expenditures
and approximately $21.0 million in information technology.
From time to time, the Company evaluates the design capacity of its facilities
based on the customers using the facilities and the ability to reconfigure space
with minimal capital outlays. In connection with the preparation of the 2005
budget, the Company increased the previously reported design capacities by an
aggregate of approximately 1,500 beds effective January 1, 2005. Accordingly,
occupancy statistics reported in the future will reflect the increased design
capacities.
SUPPLEMENTAL FINANCIAL INFORMATION AND INVESTOR PRESENTATIONS
The Company has made available on its website supplemental financial information
and other data for the three and twelve months ended December 31, 2004. The
Company does not undertake any obligation, and disclaims any duty, to update any
of the information disclosed in this report. Interested parties may access this
information through the Company's website at www.correctionscorp.com under
"Financial Information" of the Investor section.
The Company's management will be meeting with investors from time to time during
the first quarter of 2005. The investor presentation will also be available on
the Company's website beginning Monday, February 14, 2005. Interested parties
may access this information through the Company's website at
www.correctionscorp.com under "Webcasts" of the Investor section.
WEBCAST AND REPLAY INFORMATION
The Company will host a webcast conference call at 2:00 p.m. Central Time (3:00
p.m. Eastern Time) today to discuss its fourth quarter and year end 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 the
Company's website following the completion of the call. In addition, a
telephonic replay will begin today at 4:00 p.m. Central Time through 11:59 p.m.
Central Time on February 16, 2005, by dialing 1-800-405-2236, pass code
11022568.
ABOUT THE COMPANY
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. The Company
currently operates 64 facilities, including 39 company-owned facilities, with a
total design capacity of approximately 70,000 beds in 19 states and the District
of Columbia. The Company specializes 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, the Company's facilities
offer a variety of
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CCA 2004 Fourth Quarter Results
Page 6
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. The Company also
provides 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 the Company's 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 the Company's 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 the Company's services and the timing of the opening of and demand
for new prison facilities; (iii) the Company's ability to obtain and maintain
correctional facility management contracts, including as the result of
sufficient governmental appropriations and as the 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 the Company's
control, such as weather, labor conditions and material shortages, resulting in
increased construction costs; and (v) 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 the Company with the
Securities and Exchange Commission.
The Company 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 2004 Fourth Quarter Results
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CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
DECEMBER 31, December 31,
ASSETS 2004 2003
- ------------------------------------------------------------------------ ------------ ------------
Cash and cash equivalents $ 59,624 $ 84,231
Restricted cash 12,965 12,823
Accounts receivable, net of allowance of $1,380 and $1,999, respectively 155,926 135,185
Deferred tax assets 56,410 50,473
Prepaid expenses and other current assets 16,636 8,028
Current assets of discontinued operations 727 2,438
------------ ------------
Total current assets 302,288 293,178
Property and equipment, net 1,660,010 1,586,914
Investment in direct financing lease 17,073 17,751
Goodwill 15,563 15,563
Deferred tax assets -- 6,739
Other assets 28,144 38,818
Non-current assets of discontinued operations -- 65
------------ ------------
Total assets $ 2,023,078 $ 1,959,028
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------
Accounts payable and accrued expenses $ 146,751 $ 155,877
Income taxes payable 22,207 913
Distributions payable -- 150
Current portion of long-term debt 3,182 1,146
Current liabilities of discontinued operations 125 1,540
------------ ------------
Total current liabilities 172,265 159,626
Long-term debt, net of current portion 999,113 1,002,282
Deferred tax liabilities 14,132 --
Other liabilities 21,574 21,655
------------ ------------
Total liabilities 1,207,084 1,183,563
------------ ------------
Commitments and contingencies
Preferred stock - $0.01 par value; 50,000 shares authorized:
Series A - stated at liquidation preference of $25.00 per share -- 7,500
Series B - stated at liquidation preference of $24.46 per share -- 23,528
Common stock - $0.01 par value; 80,000 shares authorized; 35,415 and 35,020
shares issued and outstanding at December 31, 2004 and December 31, 2003,
respectively 354 350
Additional paid-in capital 1,451,885 1,441,742
Deferred compensation (1,736) (1,479)
Retained deficit (634,509) (695,590)
Accumulated other comprehensive loss -- (586)
------------ ------------
Total stockholders' equity 815,994 775,465
------------ ------------
Total liabilities and stockholders' equity $ 2,023,078 $ 1,959,028
============ ============
</Table>
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CCA 2004 Fourth Quarter Results
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CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
FOR THE THREE-MONTHS FOR THE TWELVE-MONTHS
ENDED DECEMBER 31, ENDED DECEMBER 31,
------------------------------ ------------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
REVENUE:
Management and other $ 292,816 $ 265,978 $ 1,144,413 $ 1,025,493
Rental 971 945 3,845 3,742
------------ ------------ ------------ ------------
293,787 266,923 1,148,258 1,029,235
------------ ------------ ------------ ------------
EXPENSES:
Operating 221,398 197,277 870,572 766,468
General and administrative 12,836 11,101 48,186 40,467
Depreciation and amortization 14,511 13,828 54,511 52,930
------------ ------------ ------------ ------------
248,745 222,206 973,269 859,865
------------ ------------ ------------ ------------
OPERATING INCOME 45,042 44,717 174,989 169,370
------------ ------------ ------------ ------------
OTHER (INCOME) EXPENSE:
Interest expense, net 17,368 17,987 69,177 74,446
Expenses associated with debt refinancing and
recapitalization transactions -- -- 101 6,687
Change in fair value of derivative instruments -- -- -- (2,900)
Other (income) expenses 449 (150) 943 (414)
------------ ------------ ------------ ------------
17,817 17,837 70,221 77,819
------------ ------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 27,225 26,880 104,768 91,551
Income tax (expense) benefit (12,182) 52,459 (42,126) 52,352
------------ ------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS 15,043 79,339 62,642 143,903
Income (loss) from discontinued operations, net of taxes (116) 275 (99) (2,120)
------------ ------------ ------------ ------------
NET INCOME 14,927 79,614 62,543 141,783
Distributions to preferred stockholders -- (856) (1,462) (15,262)
------------ ------------ ------------ ------------
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
$ 14,927 $ 78,758 $ 61,081 $ 126,521
============ ============ ============ ============
BASIC EARNINGS (LOSS) PER SHARE:
Income from continuing operations $ 0.42 $ 2.26 $ 1.74 $ 3.99
Income (loss) from discontinued operations, net of taxes -- 0.01 -- (0.07)
------------ ------------ ------------ ------------
Net income available to common stockholders $ 0.42 $ 2.27 $ 1.74 $ 3.92
============ ============ ============ ============
DILUTED EARNINGS (LOSS) PER SHARE:
Income from continuing operations $ 0.38 $ 2.00 $ 1.55 $ 3.50
Income (loss) from discontinued operations, net of taxes -- 0.01 -- (0.06)
------------ ------------ ------------ ------------
Net income available to common stockholders $ 0.38 $ 2.01 $ 1.55 $ 3.44
============ ============ ============ ============
</Table>
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CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION
CALCULATION OF ADJUSTED FREE CASH FLOW AND ADJUSTED EBITDA
(UNAUDITED AND AMOUNTS IN THOUSANDS)
<Table>
<Caption>
FOR THE THREE-MONTHS FOR THE TWELVE-MONTHS
ENDED DECEMBER 31, ENDED DECEMBER 31,
-------------------------- --------------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
Pre-tax income available to common stockholders $ 27,109 $ 26,299 $ 103,207 $ 74,169
Expenses associated with debt refinancing and recapitalization
transactions -- -- 101 6,687
Income taxes paid (170) (454) (3,511) (2,183)
Depreciation and amortization 14,511 13,828 54,511 52,930
Depreciation and amortization for discontinued operations -- 3 63 1,081
Income tax expense (benefit) for discontinued operations (94) (920) (70) (920)
Amortization of debt costs and other non-cash interest 1,530 1,798 6,750 7,505
Change in fair value of derivative instruments -- -- -- (2,900)
Series B preferred stock dividends satisfied with series B preferred
stock and non-recurring tender premium -- -- -- 10,476
Maintenance and technology capital expenditures (12,770) (13,167) (48,423) (35,522)
---------- ---------- ---------- ----------
ADJUSTED FREE CASH FLOW $ 30,116 $ 27,387 $ 112,628 $ 111,323
========== ========== ========== ==========
</Table>
<Table>
<Caption>
FOR THE THREE-MONTHS FOR THE TWELVE-MONTHS
ENDED DECEMBER 31, ENDED DECEMBER 31,
------------------------- -------------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
Net income $ 14,927 $ 79,614 $ 62,543 $ 141,783
Interest expense, net 17,368 17,987 69,177 74,446
Depreciation and amortization 14,511 13,828 54,511 52,930
Income tax expense (benefit) 12,182 (52,459) 42,126 (52,352)
(Income) loss from discontinued operations, net of taxes 116 (275) 99 2,120
---------- ---------- ---------- ----------
EBITDA $ 59,104 $ 58,695 $ 228,456 $ 218,927
Expenses associated with debt refinancing and recapitalization
transactions -- -- 101 6,687
Change in fair value of derivative instruments -- -- -- (2,900)
---------- ---------- ---------- ----------
ADJUSTED EBITDA $ 59,104 $ 58,695 $ 228,557 $ 222,714
========== ========== ========== ==========
</Table>
Note: Adjusted EBITDA and Adjusted free cash flow are non-GAAP financial
measures. The Company believes that Adjusted EBITDA and Adjusted free cash flow
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 (Adjusted EBITDA). Adjusted
EBITDA is useful as a supplemental measure of the performance of the Company's
correctional facilities because it does not take into account depreciation and
amortization or the impact of the Company's financing strategies or 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 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 Adjusted EBITDA and Adjusted free cash flow
from time to time for certain other income and expenses that it considers
non-recurring, infrequent or unusual, even though such items may require cash
settlement, because such items do not reflect a necessary component of the
ongoing operations of the Company. Other companies may calculate Adjusted EBITDA
and Adjusted free cash flow differently than the Company does, and therefore
comparability may be limited. Adjusted 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 or as 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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CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
ILLUSTRATION OF NET INCOME ADJUSTED FOR SPECIAL ITEMS
AND ASSUMING A TAX PROVISION
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
FOR THE THREE- FOR THE TWELVE-
MONTHS ENDED MONTHS ENDED
DECEMBER 31, 2003 DECEMBER 31, 2003
----------------- -----------------
Pre-tax income after discontinued operations, as reported $ 26,235 $ 88,511
Special items:
Expenses associated with debt refinancing and
recapitalization transactions -- 6,687
Change in fair value of derivative instruments -- (2,900)
-------------- --------------
Pre-tax income after discontinued operations, adjusted for
special items 26,235 92,298
Income tax adjustment (10,494) (36,919)
-------------- --------------
Net income adjusted for special items and assuming a tax
provision 15,741 55,379
Preferred stock distributions, as reported (856) (15,262)
Excess distributions to preferred stockholders -- 4,472
-------------- --------------
Net income available to common stockholders, assuming a tax
provision, as adjusted for special items $ 14,885 $ 44,589
============== ==============
Per diluted share $ 0.38 $ 1.23
============== ==============
</Table>
Note: Throughout 2003, the Company did not recognize an income tax provision
because it had not consistently demonstrated an ability to utilize its tax net
operating losses within the carryforward period and therefore, applied a
valuation allowance to reserve substantially all of its net deferred tax assets.
However, at December 31, 2003, the Company concluded that it was more likely
than not that substantially all of its deferred tax assets would be realized. As
a result, substantially all of the valuation allowance applied to such deferred
tax assets was reversed on December 31, 2003, and beginning with the first
quarter of 2004, the Company began providing for an income tax provision at a
rate on income before taxes equal to the combined federal and state effective
tax rates.
Net income available to common stockholders and earnings per diluted share for
the three- and twelve-months ended December 31, 2003, adjusted for special items
and a tax provision, have been presented for illustrative purposes because the
Company believes such amounts are important measures that supplement discussion
and analysis of the Company's results of operations, particularly when comparing
results of operations during 2003 to results of operations in 2004, because the
results of operations in 2004 include an income tax provision and the results of
operations for 2003 did not. (Refer to the note under Calculation of Adjusted
Free Cash Flow and Adjusted EBITDA for a discussion of why special items are
presented.) The income tax adjustment was computed by applying a 40% effective
tax rate, which was consistent with the effective tax rate actually experienced
in 2004, to pre-tax income, as adjusted for special items detailed in the
foregoing table. The income tax adjustment is not intended to represent the
adjustment to the historical income taxes that would have resulted using the
effective tax rate the Company actually experienced during the periods
presented. Effective tax rates are dependent on many factors, some of which are
beyond the Company's control.
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