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Corrections Corporation of America (NYSE:CXW)

Q4 FY07 Earnings Call

February 7, 2008, 03:00 PM ET

Executives

William F. Andrews - Chairman of the Board

Todd Mullenger - EVP, CFO

John D. Ferguson - President and CEO

Analysts

Kevin Campbell - Avondale Partners

T.C. Robillard - Banc of America Securities

Todd Van Fleet - First Analysis Securities

Jeffery Kessler - Lehman Brothers

Marc Balcer - Bluefin Investment Management

Operator

Good morning everyone, and welcome to Corrections Corporation of America's Fourth Quarter 2007 Earnings Conference Call. If you need a copy of our press release or supplemental financial data those documents are available on the investor page of our website at www.correctionscorp.com. Before we begin, let me remind today's listeners that this call contains forward-looking statements, pursuant to the Safe Harbor provision of the Securities and Litigation Reform Act. These statements are subject to risks and uncertainties that could cause actual results to differ materially from statements made today. Factors that could cause operating and financial results to differ are described in the press release as well as our Form 10-K and other documents filed with the SEC. This call may include discussions of non-GAAP measures. The reconciliation of the most comparable GAAP financial measurement is provided in our corresponding earnings release or are posted on our website. We are under no obligation to update or revise any forward-looking statements that maybe made to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events.

Participating on today's call will be our Chairman of the Board, William Andrews; President and Chief Executive Officer, John Ferguson; and Chief Financial Officer, Todd Mullenger. I would now like to turn the call over to Mr. Andrews. Please go ahead, sir.

William F. Andrews - Chairman of the Board

Good afternoon everyone and thank you for joining us for our fourth quarter and full year 2007 results. Today I am not at the headquarters; I am actually in White Plains at another meeting on a separate line, but in the conference room at headquarters are John Ferguson and Todd Mullenger, and I believe David Garfinkle. So I am going to hand this over to Todd and will be going back and forth to John and obviously to me.

So here we go. Todd, would you go through the results with our people? Thank you.

Todd Mullenger - Executive Vice President, Chief Financial Officer

Sure, thank you Bill. Good afternoon everyone. We are very pleased with our fourth quarter operating results. So let's move straight to a summary of those results. Fourth quarter results for 2007 excluding the non-cash charge related to the write-off of goodwill, we generated $0.29 per diluted share compared to EPS from last year's Q4 of $0.26 per diluted share representing an increase in EPS of approximately 12%.

For the full year 2007, EPS adjusted for special items was the $1.08 compared to $0.86 per share for 2006. This represents an increase of approximately 26%. Earnings for the quarter were positively impacted by increased compensated mandates from a number of customers including ICE, U.S. Marshals, California, Arizona, Washington, and Colorado. EBITDA increased nearly 12% since $91.8 million for the quarter and was up approximately 19% for the year to $347 million. Adjusted free cash flow for the quarter decreased slightly 4.1% to $47.1 million primarily as a result of a $13 million increase in cash tax payments. As we mentioned before, the increase in cash tax payments in primarily the result of having utilized all of our federal net operating loss carry forwards in 2006. Adjusted free cash flow for the full year 2007 totaled $206.1 million, which represents a 14.1% over 2006, even after taking into consideration a $37.6 million increase in cash taxes resulting primarily from the full utilization of our federal NOLs in 2006.

Total revenue for this year's fourth quarter was up over 11% over last year, an increase of $38.6 million. Full year 2007 revenues increased nearly 12%. Total compensated mandates in Q4 increased 7.3% compared to the previous year while full year to compensate mandates increased nearly 8%. Revenue for compensated mandate in Q4 increased 3.7% to $55.43. Average compensated occupancy for the fourth quarter was 97.9% compared to 96.6% last year. This increase in occupancy percentage was especially significant in light of the fact there are average available beds increased by over 4,000 beds from Q4 2006 to Q4 2007.

With regards to the 3.7% increase in revenue for compensated mandate a couple of comments. Results in Q4 2007, reflect the impact from certain pricing leverage we enjoyed from renegotiating several contracts in the second half of 2007 as well as the routine per diem increases. As we have said previously, we believe we will have the potential of the benefit from additional pricing leverage on a case-by-case basis as the contracts come up for re-bid. In addition mix is another item that will continue to create volatility around our average per diem calculated for the entire system. The filings we have indicated before, competition in managed-only segment will impact our ability to obtain per diem increases on these managed-only contracts. As a reminder managed-only contracts accounted for less than 11% of our facility EBITDA in Q4 2007.

Moving next to a discussion of operating cost; operating cost for mandate for Q4 2007 was $39.26. Our Q4 2007 operating cost for mandate reflect facility ramp up cost as well as normal wage and other general inflationary increases. We have incurred significant ramp up costs over the past 18 months as we began activating new beds. We expect to continue to incur ramp cost moving forward as we bring new beds on line and higher staff in advance of receiving inmates.

Operating margins for mandate in Q4 2007, increased to $16.17 and our margin percentage increased to 29.2%. Looking forward, margins on new inmates placed a newly developed beds will be depressed during the facility ramp up period; however, the margins for compensated mandate on new beds will improve over time as we approach full occupancy on those new beds. We also believe we have opportunities our margins for mandate as we are able to take advantage of per diem pricing leverage opportunities on a case by case basis.

General administrative expenses for the quarter were 5.2% of revenues with full year expenses right at 5%, an increase in G&A compared to Q4 2006 was due primarily to the expansion of our real estate department as we headed resources to assist in the development of new beds, increased focus at the corporate level, on quality and efficiency of facility operations and an increase in our non-cash stock based compensation expense related to the change in accounting rule. Our goal is to keep G&A at approximately 5% of revenues going forward.

In the fourth quarter, we recorded a $1.6 million, non-cash charge, the impairment of goodwill associated with two of our managed-only facilities. These two facilities have been under performing for sometime. While we continue to negotiate with the customers on contract modifications that with great operating results to an acceptable level, it is unclear that we will be successful. This led to our recording the goodwill impairment charge. GAAP income tax expense for the quarter was completely based up on a rate of approximately 38%. We anticipate a rate of 38% for 2008. So in summary, we are very pleased with our fourth quarter operating results and our full year 2007 results. The positive supply and demand environment resulted in higher present populations and higher operating margins.

I will finish with the discussions of our guidance for 2008. As indicated in the press release, our guidance for Q1 2008 is in the range of $0.26 to $0.28 and guidance for the full year is in a range of $1.21 to $1.28. You will recall that Q1 is always seasonally weaker due to the payment of unemployment taxes and the quarter having one less day than Q4. It is important to keep in mind that as we continue to bring new beds online, we will continue incur ramp up costs and potentially see the disruption of EBITDA stream at facilities if we relocate existing inmate populations from one facility to another for purchases of consolidation or optimization. Between now and Q2 2009, we expect reconstruction on nearly 9,000 beds.

During 2008, we expect to activate over 7000 of those beds. The activation of the new beds in 2008 will cost short-term operating inefficiencies at the affected facilities. As previously mentioned, margins on new inmates place the new beds will be depressed during that facility ramp period, but will improve as a facility approaches full occupancy. Given the anticipated timing of these new bad activations, we expect to see a high level of ram up cost during the first half of 2008, which will have an impact on Q1 and Q2 earnings. As a result, we will not see nice even increases in our EPS quarter-over-quarter, but rather more of a stair step increase as EBITDA levels normalize on the new beds brought online. As we have stated previously, we believe those investors with the patient time horizon are more likely to be rewarded when investing with CCA.

One of the primary risk on [ph] guidance as always is timing around the receipt of inmate. This is particularly true at the City of California, our guidance does anticipate the ongoing receipt of a number of California mates throughout 2008. However there continues to be some level of uncertainty around California stability to continue to send mates out of state. Also it is important that the ramp up of all new inmates occurs as soon as possible. As such, we may slow down ramp up of California or other inmates from what we currently expect. If we feel it is necessary to avoid any issues that could negatively impact our long-term relationship with the customer. However, should there be a short fall in our expectations. We are still optimistic the demand from customers will ultimately fill our beds albeit over a longer period of time.

The guidance for CapEx is included in our press release and incorporate spending for maintenance CapEx, information technology investments and expenditures related to announced construction projects. As we announced new projects during the course of the year, the CapEx guidance will be updated in the following quarter. As we have talked about previously now that we have begun developing a large number of beds through construction. This will obviously result an increased depreciation expense as the beds are brought online. A good rule of thumb is used in estimating the annualized increase and GAAP depreciation expense is to take the total investment cost from the project and divide by 37 years. This 37 represents the blended average peaceful life of building [ph] and equipment or new development.

We expect cash taxes in a range of $60 million to $65 million. Cash taxes in 2008 will be significantly lower than GAAP tax expense primarily as a result of federal tax incentives related to the development of our Adams County Mississippi facility and the use of several tax planning strategies. As far as funding this new development, we believe that cash on hand, free cash flow from operations and capacity available under our new revolver will allow us to fund all development projects announced to-date. In December 2007, we closed on a new $450 million revolving bank credit facility with what we believe to be very attractive terms and conditions. We were particularly pleased with this transaction as we were able to execute it during the period of significant turmoil within the credit markets.

This transaction as well as discussions with our banks as re-enforced management's belief that CCA will be able to access additional debt capital at attractive rates to fund for their debt development. John will talk more specifically about the demand. Overall the outlook for business remains quite favorable. The projected demand for additional prison beds combined with our excellent balance sheet and outstanding operating and development capabilities provides CCA with significant opportunities for growth. Growth opportunities that will be available even during a general economic slow down. We are challenged more than CCA positive investment characteristics, the fact that we are not generally affected by economic downturns.

I will now turn it over to John for specifics on our new business prospects and bed development.

John D. Ferguson - President and Chief Executive Officer

Okay. I will now comment on our two major market areas, our federal business comprising of our three federal agency we do business with plus our states customers, and we will comment on some of the specifics of the 20 customers we say customers we currently have. Since our last conference call, our U.S. Congress did finally pass a budget for the fiscal year ending September 30th 2008. That bill was signed into law at the close to the end of December and as a we look at immigration customer enforcement, we see that the budgets supports the detention population of 33,000 inmate, the detainee beds that's up from 27,500 the previous year, and quite above where the President's original budget was. So we are pleased to say that the Government is funding the adequate need for immigration custom enforcement.

I think...of notice that the compromise [ph] also directed the Department of Homeland Security to ensure future ICE budget request support a operationally appropriate level for detention capacity and ask that ICE to provide weekly update on the population for fiscal year 2008. The President has recently released his fiscal year 2009 budget. And in that budget, we see funding for increasing the detention population beds to 33,000. I will point out that back in fiscal year 2005 the funding for detention beds was only 19,500. There has been some discussion and questions about some investor about the reduction in border apprehensions and what are the fact that would have on our ICE population. So try to address where we...the ICE detainees come from that we provide the best place to ICE for.

First, if you look at border apprehensions from fiscal year 06 to fiscal year 07, you did see a decline of almost 54% from 1.9 may end to 880,000. But at the same time, the average detainee population grew from 22,661 in fiscal year 06 to 28,729 in fiscal year 07, so 27% growth. So we believe that there is not a direct correlation between ICE bed needs and the border total apprehensions. And let me speak to the different areas of that. The immigration custom enforcement has detainee bed needs. First of all, you do have the illegal border crossing, so that's kind of continue...People here with visas, who are overstaying those visas; and when they do that, they become illegal.

We continue to have a very large population of illegals residing in United States, which from time to time those illegals are identified and apprehended by immigration custom enforcement and then you have those individuals, who are here illegally or legally, who engage in criminal activity. And a good percentage of the population that CCA sees in the beds that we provide to immigration custom enforcement come from jail and prison releases. In fact, we would...our best estimate is almost 78% of the detainees that CCA has responsibility for, came from jail and prison releases as opposed to borer cross. One other item of note, ICE at the middle of January announced plans to issue an RFP sometime in February for the privatization of three service processing centers currently operated by ICE. These are located in Arizona and California. And we estimate the capacity of all purchase facility somewhere 1,100 beds.

Turning to the U.S. Marshals service, in the fiscal year 08 budget that I just referred to, we did not see any funding increase for the Office of Detention Trustee, but we feel that's because the Office of Detention Trustee actually did not spend all the big budget in fiscal year 07, and feeling is right now that the detention trustee has adequate budget to meet her demands for fiscal year 08. In the new budget, for fiscal year 09, we do see an increase of some $38 million for additional immigration offenders that are the part of the Southwest Border Initiative. We mentioned last time the zero tolerance effort or as it's called operation streamline to just beginning. It's not something that we can point to and quantify at the moment, but we know it has started. And to remind everyone, what that means is that up until then if you were a Mexican national detained at the border had no other criminal experience that in most cases they would just return you to the border.

The intent now is to detain everyone that's apprehended at the border and charge them initially with something called entry without inspection. That will be a misdemeanor, requiring somewhere between 15 and 30 days of detention. So then persons with deportation or a minimum conviction, which means someone who is then committed misdemeanor will face a felony charge, which could lead to six months to two years of detention or incarceration. We are doing our best to estimate what this would mean in the Tucson district. We feel that once the operation streamline is fully implemented and the necessary law enforcement and attorneys are in place that you are probably going to somewhere an additional 100 prosecutions today. So that leads us to I think what we have been talking about so previously is that the challenge of trying to estimate this demand, but seeing the high demand against the supply that we have in the Tucson industry.

Our third federal customers, the Federal Bureau of Prisons, not much has changed since our last conference call. We do know that there will be releasing new population projection shortly. We don't know what those look like and with that time, we will be able to identify what we believe will be continued short fall between what they expect their inmate bed growth to be and their growth to be as it relates to new bed capacity that they will be bringing online. President's fiscal year 09 budget is not very clear. As the net new contract beds...there is additional funding for contract beds. Some of that will go to completion of funding needed for car-6, [ph] but the best we can tell is that there is a possibility of somewhere between 1,000 and 1,500 new contract beds they need it for fiscal year 2009. So those are highlights of immigration custom enforcement, U.S. Marshals and bureau...Federal Bureau of Prisons. I will now turn to our state of book of business.

Highlighting again that since the beginning of 2005, our 20 state customer populations on the care have increased by over 10,000 inmates. Or say it another way, that's an average of about 34,000 for each of those three years. As we look at the visibility and the line of sight for 2008, including California, we have pretty good line of sight substantially more than the average for the last three years in 2008. There has been some medium reports on several of our state customers and I try to address some of those. First of all, there was an article about the State of Texas forecast for the next five years reducing it from an expected growth of some 17,000 inmates to 1,700. I would like to point out that State to Texas is currently at their operational capacity. There are some 155,000 inmates in their system and some 155,000 operational beds in their system. In addition that, there is almost 3,000 once I referred to is temporally lease beds over an above of that.

The 10,000 or so beds that CCA manages for the State of Texas is included in what they consider their operational capacity. So as we look at the demand in Texas, we see that this forecast is really pretty much a non-event for us. We've not been planning on any substantial growth, and we don't believe this new forecast would any way diminish the capacity that we currently provide with them. And then we will remind you that all of the Texas contracts are managed-only. It was reported that there has been legislation introduced in Arizona to play some restrictions on out of state inmates. While we can't be sure how this will ultimately play out, we will point out that this type of legislation has been introduced for the last several years, so it's not something that we've not been in discussions previously. And like previously, we believe that after the reasonable thoughts the review our total safety record focused on the 2,300 people we employ in Arizona with a pay roll and excess of $100, we focused on the $7 million in taxes that we pay and then $9 million plus in utilities we use and the total economic impact of these offers that the outcome this year should similar to what we've seen in prior years. Make sure everyone understands that any of the federal inmates that we have Arizona would not follow into the jurisdiction of this kind of legislation either.

It's been reported a lot of rhetoric around Colorado. And we believe that what has been reported so far does not tell the complete and true story. As we pointed out in previous calls and investor presentations that our expansion in Colorado will be the total current growth opportunities or options for Colorado. And then also Colorado is one of those states, where we have t negotiate our per diem increases each year. When we open the two expansions that we currently have in Bend County and Kit Carson and return the Colorado inmates that are in our facility in Oklahoma, we will still have some 1,400 beds to meet Colorado's future growth. As of the discussion that we have been having in Colorado about what the per diem increase will be has been tied to the amount of these 1,400 beds that we will assure them that are available in the future.

And we have said that without an adequate increase in per diem that we will want to market some of those beds, roughly have two other jurisdictions and customers. And so that's what the discussion is about, and while we are having discussions about what the per diem increases would be this coming year and in future years. But we can...we do plan to continue to provide all of the inmate beds that we have now the beds that have in them and then some of their future bed needs. There has been a news article report about the site of Washington sending any more inmates out of state and began returning the current out of state inmates to Washington department; the opening of the 2,048 bed expansion at the Coyote Ridge facility in Washington.

We have known about this new inside capacity for sometime probably two years. We'll point out that when we contracted for the initial 300 inmates to with Washington was to relay overcrowding and they felt that was all they would need until they completed this facility. And I would note that today we have a little over 12,000 Washington state inmate. As we have mentioned in the past and mentioned already in this call is that our bed need is such that we have sometime had to allocate beds. So we believe that if Washington growth is such that they are able to return all of the beds inmates to Washington bed, so we will work that nicely with the other growth that we haven't other jurisdictions that we are doing business with. But again, our challenge has been coming up with the adequate supply to meet the demand that we are pretty good visibility on. I think one of the things I would like to point out as part of this is that as our business model is such so that our dependence on manage it only business decreases. And we continue to add capacity to that. If we lose our managed only contract, it is pretty much lose for ever. We have a change in inmate populations in our own facility, we believe its' only a matter of time until somebody else will use that.

And then lastly turning to California; I know everyone in interested in that. At December 31, 2007, we had received and we are housing 2059 California inmates. If the current schedule is executed as the Sate of California and CCA agreed to, we will receive over 4,000 inmates into our system by 12/31 2008. Todd mentioned that timing is an issue. We have had some month so far, in which we have not received all of the inmate schedule and we received some months in which we received more inmates than were scheduled. We do believe that there has been improvement in this and that as I have mentioned before the trains are running on time fairly well. And we believe that we have properly projected the construction timeframes for the best that we will be bringing online to meet these new inmates that come into our systems.

We have not heard anything on the state action, which was in the court of appeals and nor we heard anything on any the federal actions or three judge panel. What we have read about is that the governor submitted is fiscal year 2009 budget, but that would be fiscal year beginning July 1, 2008. We did note that the budget funded contract beds for over 8,000 inmates by April of 2009. So we are very encouraged by that. But we did note that there is a call to release some 22,000 inmates of the law security and to the system to relate their overcrowding. We...one of the things that no one knows about will actually take place with the legislation would allow it. There is lot to debate. It in fact that is discussed and it's going to be authorized. We can't say what effect that might have on some of the other state inmate. So it is something that we will watch closely and can't say for sure that we couldn't...we could be affected in someway, but again w are all encouraged that the budget does address full funding for the 8,000 about April of 2009. So it's really too early to know whether a legislation is going to have any possibility of passing and impact it could have on our relationship.

So that's some comments about our state and federal customers. Now let me turn to our bed availability and some of the visibility that we've had there. We have opened some 4,000 extension beds in 2007, which is increased our inventory from where we had previously, but much of that expansions we have line of side. We have some 3,219 owned beds and facilities with 100 or more beds available and some 722 managed-only beds. Of the 3,219 owned, 1,906 are beds that are allocated to the State of California. So that's right at 4,000 beds available. And then in our press release, we continue to disclose the current expansion and new development beds of 8,731. So if you take our current inventory, these expansion beds, the new facilities on to the development and the inventory managed-only beds, we have some 12,672 beds available to sale to our existing customers.

I have gone through the line of sight that we have on the 8,731 in the past and I think everyone is fairly up-to-date on that, but if we apply our same approach of the average margin for the fourth quarter to these available owned and managed-only beds, we are looking at some $98 million of potential annual incremental facility EBITDA. And to confirm one more time, as we look at our existing cash on hand at December 31 and we look at our adjusted free cash flow if we were just to match the free cash flow of 2007 over the next three years, it would give us and we would have maintained a debt to adjusted EBITDA of no more than four. It actually would give us an additional $700 million to invest in new beds and as estimate it $70,000 of beds that's almost 10,000 beds over and above what we currently have. And then as I have said previously, if we were to stop construction today and felt that for some reason that the inventory we have is the inventory we are going to maintain that by the end of the fiscal year 2009, we will have funded all of our growth and have no additional debt over and above of our senior unsecured of $975 million.

So with that, operator, we will open up for questions and answers.

Unidentified Company Representative

Operator?

John D. Ferguson - President and Chief Executive Officer

Are we connected?

Operator

Yes, I am so sorry. My mic turns off; my apologies.

John D. Ferguson - President and Chief Executive Officer

We are ready for questions.

Operator

Thank you.

Question And Answer

Operator

The question-and-answer section will be conducted electronically. [Operator Instructions]. Our first question comes form Emily Shanks with Lehman Brothers.

Unidentified Analyst

Hi good afternoon, very nice quarter.

Unidentified Company Representative

Thank you.

Unidentified Analyst

Just a two questions, my first one is around the impairment charge. And this is very simple, but I just want to be clear, it really just has to deal with pricing of the existing managed contract, is that fair assumption?

Todd Mullenger - Executive Vice President, Chief Financial Officer

It's...we have got two facilities that I mentioned that are under performing for sometime they had been underperforming for sometime, a situation, where we have been negotiating with the customer for sometime, on contract modifications that would improve their financial performance and while we continue to negotiate with those customers, there is uncertainty about our ability to achieve some success there. And so that led us to record the charges. And it's really a function of the future cash flow is being sufficient to recover that goodwill if you will.

Unidentified Analyst

Okay, that's helpful. And can you give us a sense if there are any more potential ones of these in the pipeline in your managed bucket?

Unidentified Company Representative

No.

Unidentified Analyst

Okay. And then if I could, my final question is around what the potential is for new greenfield projects that obviously expanded the real estate team. I am assuming that you have some types that you are looking at, I want to get confirmation from you on that, and then secondly understand is there any way that you think that your CapEx guidance could change for fiscal year 07 to the extend is there a potential for new greenfield to get put online?

John D. Ferguson - President and Chief Executive Officer

Yes, I think we have again speaking of that since the end of 2006 that we believe that the slight demand in balance would bring about the need for additional bed capacity. We think have said you previously when the last time we announced the Oklahoma [ph] and Adams County that we thought we would be looking at new bed capacity. We are not announcing any today, but we have a fairly sophisticated efforts that goes on within the company to measure demand of our many customers, demand as in prospective customers against the supply and opportunities. So although we can't say for sure, I think it would be highly likely that we would announce some new beds, it could be some more expansion, but some new beds in 2008.

Unidentified Analyst

Great, that was it. Thank you.

John D. Ferguson - President and Chief Executive Officer

And I just want to point out as making that if you...we just maintain our balance sheet leverage at no more than four, we actually have the capability of probably doing another 10,000 beds if the beds were averaged around 70,000 a bed.

Todd Mullenger - Executive Vice President, Chief Financial Officer

Over and above what we have announced today.

Unidentified Analyst

Okay. Understood, thank you.

Operator

Our next question will come from Kevin Campbell with Avondale Partners.

Kevin Campbell - Avondale Partners

Hi, great. Thanks for taking my questions. I wanted to talk, just for a quick around the expense lines; you guys mentioned that I think in your press release that there were some expense anomalies in the quarter. Could you just discuss that in a little greater detail, about how much they were, what they were involving?

Todd Mullenger - Executive Vice President, Chief Financial Officer

Sure. I mean they are relatively minor expense anomalies timing as much as one example, we are self insured on employee healthcare. In Q4, 2007 we saw above average claims expense compared to below average claims expense in Q4, 2006 and then, this is one other area where you can see material differences quarters to quarter based on frequency or severity of claims. Also incurred a one-time consulting fees associated with reducing utilities and a couple of other smaller items.

Kevin Campbell - Avondale Partners

Can you give us the general sense for the overall magnitude of what they might have been on a combined basis?

Todd Mullenger - Executive Vice President, Chief Financial Officer

Its, probably a couple of million dollars.

Kevin Campbell - Avondale Partners

Okay, great. And also your transportation expenses were down sequentially $3 million and I know that's, or assume that's because I know you had a lot going on transportation lines in the third quarter. Can you give us the sense of what we might expect going forward on a quarterly basis? Should it be... I think it was around $4 million this quarter. Should it be around there, should it go up in the first half of the year because you've got a lot of new projects ramping?

Todd Mullenger - Executive Vice President, Chief Financial Officer

I think we will prefer not to pass our guidance to that level of detail. I understand the question, I think we prefer not to pass our guidance.

Kevin Campbell - Avondale Partners

Okay. One more question then, on your... just in general from a macroeconomic standpoint. Is this the type of environment that you guys will prefer long term, where you guys states that are may be face with us budget sources or would you may be like to see them plush with cash so you can get your hopefully [ph] you can get that rate increases. Could you comment on that?

William F. Andrews - Chairman of the Board

That's an interesting question. I guess the answer is yes. I'd say that current environment we are in today is the direct outcome of the budget problems of 2001 and 2, when many states were having budget problems and last time I went to the MS [ph] building, a prison a bed space when they had other things. I'd say it might be... I might feel a little different today because I believe our customers acceptance of what we do is a lot better than it was in that same time period so probably would be good have a little flow to cash because I believe that would business what does, it will also bring on some opportunities and then we don't solve the people hardships but some of was goes on will probably in assistance in some of our employment issues and pricing issues that we have in some fourth our rural facilities.

Kevin Campbell - Avondale Partners

Okay great, actually if I can ask just one last question on the CapEx, I think your guidance for this year for development was around 371. Can you give us a sense of how much remaining CapEx you have left on those I guess that would be just locked in [ph] at that point for 2008.

Todd Mullenger - Executive Vice President, Chief Financial Officer

It depends on the actual timing of cash dispersement, the could fluctuate a little bit but probably somewhere around $70 million in 2009. Was that your question or what was left for 2009

Kevin Campbell - Avondale Partners

That's right. Alright thank you very much sir.

William F. Andrews - Chairman of the Board

You are welcome.

Operator

Next we will go to Bank Of America Securities in the office of T.C. Robillard

Todd Mullenger - Executive Vice President, Chief Financial Officer

Hello TC.

T.C. Robillard - Banc of America Securities

John just a couple of quick clarifications on your margin. In Colorado the increases that you guys are trying to negotiate for per diems, did I hear you correct? Is that just for the future beds that are coming online or is that for all the beds that Colorado is occupying with you?

John D. Ferguson - President and Chief Executive Officer

All our beds have there occupying with us

T.C. Robillard - Banc of America Securities

And then on California was the 4000 inmates you talked about a year end was that 4000 additional in May 08 or was that 4000 total at the end of 08?

John D. Ferguson - President and Chief Executive Officer

No it would be over 4000 additional inmates during calendar year 08.

T.C. Robillard - Banc of America Securities

Perfect thanks. And then Todd can you give us the sense as to the magnitude to startup costs in the quarter?

Todd Mullenger - Executive Vice President, Chief Financial Officer

Its obviously a question we are asked on every quarter and historically we have avoided providing that primarily because its difficult to estimate with any reasonable level of accuracy what the start up costs are especially on facilities we are expanding new beds, its hard to distinguish between what are startup costs and what are operating costs on the original base beds. So as a result of that we have been uncomfortable trying to estimate and disclose those numbers publicly.

T.C. Robillard - Banc of America Securities

Okay, may be asked another way, were the any greater in the fourth quarter sequentially or are we expecting and I think I know the answer for this, but are we expecting those to be more material in the first half of 08? Just trying to get a sense I guess may be more, as we progress over the next couple of quarters over the next coupe of quarters are those getting incrementally bigger or are they are kind of spiked up to a level and kind of plateau before they then drop off into the second half of 08?

Todd Mullenger - Executive Vice President, Chief Financial Officer

Based on the thing of the activation we are looking at currently we would expect them to be higher in the first half of 2007, relative to Q4 2000... the first half of 2008 relative to Q4 2007.

T.C. Robillard - Banc of America Securities

Okay.

Todd Mullenger - Executive Vice President, Chief Financial Officer

That is, we are activating, we are going to activate 7000 new beds in 2008. That is probably one of the largest single activations with that, in recent history.

John D. Ferguson - President and Chief Executive Officer

You know, because you just look at Tallahassee for example where we had some beds, we brought on at the end of 07, we got additional beds we are bringing on between now and the summer time. We are bringing in 18, we are staffing. So it is hard to say what is truly a ramp up, before the reverse is what is kind of an inefficiency until we get in the right leverage, using all of the capacity. That's why we have such struggle.

T.C. Robillard - Banc of America Securities

Now I understood. And then just lastly, in the environment now we have obviously seen construction slowdown happening across the U.S, have you guys benefited from that, in terms of your construction, in terms of our general contractors being able to construct the expansion or the greenfield at a slightly faster pace. I know you guys are obviously very efficient to begin with, especially relative to the state and federal government. But I am just wondering, if you are in an environment now we are actually starting to get a little bit of a benefit on that whether its in cost materials or on just labor availability?

John D. Ferguson - President and Chief Executive Officer

I'd say we... there is a couple of projects in which would probably are seeing that. The one thing the affects and the outcome ailment that calls us lot to do with the infrastructure, site preparation, those kinds of things and those are very facility and so that's a little bit difficult. But we, I think, it seems some of our improvement that we would hope may be they going forward will even say more because, and it really depends on where we are.

William F. Andrews - Chairman of the Board

But I think everybody realizes, we have had significantly cost increases in steel and concrete over the last several years. So these costs for constructing prisons have increased significantly.

T.C. Robillard - Banc of America Securities

Okay, great. Thanks guys, keep up the good work.

Todd Mullenger - Executive Vice President, Chief Financial Officer

Thank you.

Operator

Todd Van Fleet with First Analysis. Your line is open.

Todd Van Fleet - First Analysis Securities

Good afternoon guys. Wanted to... if you could share with us regarding your guidance for 2008 in terms of assumptions surrounding, Colorado, I am going to assume, may be I shouldn't that there is probably no incremental per diem increase for Colorado built into your guidance. But if you want clarify on that, that'd great and then secondly, how does you point out 7000 beds coming on-stream in 2008, we have to try to work the math and see how is going to impact utilization from quarter-to-quarter and so how do you guys think about utilization as you proceed throughout 2008, as you bring on, for example, 2660 bed expansions in Oklahoma, do you have better visibility, uncertain expansions versus others and or is it generally, worked into your guidance, some assumption regarding kind of a three month or four months ramp up for anyone particular expansion. If you could help us understand, how you think about that? Thanks.

John D. Ferguson - President and Chief Executive Officer

On the Colorado equation I guess I'd probably not like to get into that until we get negotiations right now and we'd like to keep it between our customers until we get through that. We have got per diem increases on a Colorado, but it's just... we are doing the 2001 and 2002 downturns and there was fairly dramatic reductions. And so we've just have not been able to build per diems back to where we think are acceptable levels today. So that's a little about what's going on there.

I think we have some decent visibility on the Oklahoma, like we talked about and it's been reported, the word crisis is been used more than once and what they are doing as I understand the governor didn't propose any capital in his budget for new prison constructions. So we would help that we could find some common ground to be able to help Oklahoma meet some of theirs and I guess with the others Tallahassee and La Palma [ph] California. So and then as we described, we might be able to have some beds available in Colorado for another jurisdiction.

Todd Van Fleet - First Analysis Securities

Let me ask you about the federal side of things for more than on the budget that was introduced this week. I think going back a year or so when Bush introduced the budget for 2008, I don't know that there was any accommodation in this proposed budget for any new beds for ICE, and as you point out ultimately what became funded was an additional 4200 or 4500 beds throughout the course of the year. And this year with the new budget introduction, recently proposed budget there is now an accommodation for an additional 1000 beds. Does that type of trend I guess leave you optimistic that or pessimistic again comment on it, but of the possibility of additional ICE beds above and beyond the 1000 kind of being funded at some point throughout the year?

John D. Ferguson - President and Chief Executive Officer

Well I go to contrary languages I referred to in my comments about them, that is now apparent and you are right, the President presented a budget with less than 1000 bed growth in 2008, and there was a Senate and House that ticket, they have insisted on it being at least 31,500 almost 32. So yes, it is encourage the whole more, but I think its going to... what I think is I am encouraged about, is everything we are healing 33,000 is still not enough. If you are going try to do everything that's needed to do in light of all five houses that are going on, I just described the five different kind of places that coming. If you think about 32,000 average population and that with the amounts that were out there 32,000 on average days are not a lot. Now the operation is streamline, will be us in office of the pension trusty expenses we got to understand, because now they will be in charge of the Federal misdemeanor. But I am encouraged the Congress is now turning to what does it take in order to say that we actually are dealing with the illegal immigrant population in the United States.

Todd Van Fleet - First Analysis Securities

I guess as a follow on to that John. Given that were in the election year and the uncertainties surrounding things at federal level, have you heard from the various agencies be it ICE, or ODT; is there any sense of increasing or least, it's not uncertainty, a sense of well certain decisions might just be getting delayed until there is resolution in November. If you have any thoughts on that, it will be great, thanks.

John D. Ferguson - President and Chief Executive Officer

No, I don't think I have heard that anything that other than delays or comes to the territory when you're dealing with governments, you never know which is because of policy of the executive or just part of why the process works but I don't think I have heard anything noteworthy that would be driven by the election, other than the stimulus package.

Todd Van Fleet - First Analysis Securities

Thanks.

Operator

Our next question comes from Jeffery Kessler with Lehman Brothers.

Jeffery Kessler - Lehman Brothers

Thank you and a good quarter, particularly in light of some of the hand wringing on investors part, it was going on before you guys reported.

John D. Ferguson - President and Chief Executive Officer

I haven't noticed.

Jeffery Kessler - Lehman Brothers

I have noticed you have been doing some research on the Texas situation. We came up with other fact that you guys do actually own two facilities in Texas that happen to be in we have pre-released programs, free for all types of areas. Given that there may be other situations like this, where the states are trying to shunt prisoners out of a regular dull corrections into, what we call rehab or pre-released types of programs, do you have any other plans for these types of facilities out there in any other states?

John D. Ferguson - President and Chief Executive Officer

I think that would be a pre-announcement that there would be unwise for us to talk about anything that we are doing, even if it's fully disclosed to everybody. I will say thank you for correcting the statement I made earlier that I had forgotten about Mineral Wells and Bridge Port that, that are our own facility that we have had for sometime. But we as a company are continually looking at is there something that we want to change our current business model and that's the way senior secure... secure adult correctional facilities and but nothing that we would feel is the time to talk about.

Jeffery Kessler - Lehman Brothers

Okay well I'd always ask and I may ask again. You have mentioned briefly about your managed bed situation. I am wondering given the competitive pressures which are different in managed only obviously relative to owned, can you talk number one about the timing of some rebuilds you have in managed? What kind of the pricing are you looking at and is there an emphasis, do you want to... are you going to want a phase out of managed at some point in time or just keep it at the same level?

John D. Ferguson - President and Chief Executive Officer

Well we would like to protect the business we have and we have done that. I think there are only two of this year and that's and no you have not been put out yet but that would be potential and that is Metro-Davidson County which is the national facility and Winn Correctional which is in Louisiana. And so I don't know what the time is going to be. I do know that Metro-Davidson County is like a July 31, so somewhere in August. So really that's the threat that we would have. We are not opposed to continuing to grow the managed only. It is just not something that happened very often and when it does happen as you can imagine a lot of vendors who can't compete.

It's been written about it that Florida will probably authorize the funding for decent amount additional beds when I come out of this legislating session. Don't know exactly what the number it will be and how it will be done. We historically have done it with when it's designed build and manage and they own and if that's the case we will compete. We have three facilities in Florida right now and I think we're looked upon as a pretty good vendor and I think that helps. But we will compete for that we will set some standards which maybe can affect our competitor all day. But it's just not that many managed only situations that come up. That's one of the reasons. There was a lot we'd be probably responded to a lot.

Jeffery Kessler - Lehman Brothers

Okay, I guess if you could give us maybe some guidance a little bit of guidance of interest expense. You got some moving parts here, cash balances were a little bit down and debt was increasing, obviously this is the result of obviously of movement around of fiscal assets. And some of the cash... I guess some of the cash tax payments you are making. Can you summarize... give us some idea of what is going on perhaps with guidance on interest expense for 2008?

Todd Mullenger - Executive Vice President, Chief Financial Officer

Yes, we would prefer not to give any specifics on what the level of interest expense. Your earlier comment, our cash balances are down. Cash and investment balances are down, as we have funded the new constructions we at this point have not incurred any additional debt. But as we'll continue to move forward with our bed development needs, we most likely will have to draw our revolver to fund that development and my interest expense will be a function of those new borrowings. The rate in which I borrow and today and that revolver leverage based grid and on today's leverage ratio I am borrowing at LIBOR plus 75 basis points. Last time I checked, LIBOR was around 350. So we will be borrowing it little under 4%, after being a function of the capitalized interest. So as built on those beds, the interest we incur as set of construction we capitalize as far as the construction costs have a minimizing effect on the increase in interest expense as well.

Jeffery Kessler - Lehman Brothers

Okay. I believe all my other questions have been answered by others. But thank you very much again a good quarter guys.

Todd Mullenger - Executive Vice President, Chief Financial Officer

Thank you.

John D. Ferguson - President and Chief Executive Officer

Thanks Jeff.

Operator

Our next question comes from Marc Balcer with Bluefin.

Marc Balcer - Bluefin Investment Management

Thank you for your time. Just wondering if you could tell me you have talked in the past about what's the states providing about 75,000 beds under construction, what your best understanding of where that is now and where perhaps the whole industry is relative to the 8000 or so beds that you start getting than others are?

John D. Ferguson - President and Chief Executive Officer

We I don't know what that is today. I am probably... we are not probably prepared for the question. If you give us a call we will try to see what we can say. We did that put investor presentation after every quarter which we are currently doing and will probably have that statistic in the presentation.

Marc Balcer - Bluefin Investment Management

That's why for communicated [ph] [Multiple Speakers].

John D. Ferguson - President and Chief Executive Officer

Sure probably sure.

Marc Balcer - Bluefin Investment Management

Then a quick question on per diems, you've mentioned typical annual escalations and also some this kind of negotiations that may be cover more than a year. Do you see that being any larger in second half of 07 and it has been in other periods or it will be in 2008?

Todd Mullenger - Executive Vice President, Chief Financial Officer

Haven't provided any guidance on that and at this point we will be trying not to.

Marc Balcer - Bluefin Investment Management

Fair enough, and then just my last question. Perhaps really its operations streamline, given kind of relatively high utilizations you have in your Arizona and Texas facilities, how can you address any increase in prison populations, that ICE just in general maybe it's no different than any new prisoner that comes, on the right system.

John D. Ferguson - President and Chief Executive Officer

Well we do as operation Streamline was significant increases in the bed needs in the Arizona than we would probably find ourselves having to may be rearrange some of our inmate populations, in other facilities we have.

Marc Balcer - Bluefin Investment Management

Okay thank you.

Todd Mullenger - Executive Vice President, Chief Financial Officer

You are welcome.

Operator

And we do have a follow-up from Todd Van Fleet from First Analysis.

Todd Van Fleet - First Analysis Securities

Two quick ones if I could guys, with respect to the $38 million that was decided I think is being in the proposed budget for the detention trusties office, is that related to the RFP that's out there around Las Vegas or is that for something else in your view, and then I have a question on G&A thanks.

John D. Ferguson - President and Chief Executive Officer

I can't say with absolute certainty it is not, but I think it is not part of the RFP for Las Vegas, we believe that is additional funding but you now have raised a question we probably have to do some quickly search and make sure that there is not a correlations that I think, it is our understanding that would not because this would be, well I guess it would been fiscal year 09 before, this would be.

Todd Van Fleet - First Analysis Securities

Because resolutions on that RFP as expected at some point over the next few months is it not?

John D. Ferguson - President and Chief Executive Officer

That's our understanding that probably in the second quarter, it should be awarded.

Todd Van Fleet - First Analysis Securities

So you have 15 month construction time cycle. Sort of 15 months from mid 2008, before the beds will be available?

John D. Ferguson - President and Chief Executive Officer

And they...you have to almost send to fiscal year 10, budget.

..

Todd Van Fleet - First Analysis Securities

Okay, and then Todd, you had said, expect G&A, the company continue to track 5% of revenue, why aren't you seeing better operating leverage off the G&A line particularly as you guys are growing the top line, 10% for the year. Are you just being conservative there or why don't we see better operating leverage?

Todd Mullenger - Executive Vice President, Chief Financial Officer

You say operating leverage, on our operating expenses?

Todd Van Fleet - First Analysis Securities

Yes, better leverage off of your G&A, so top line is going to grow at 10% and bottom line is going to grow at something more than that, while G&A certainly shouldn't grow at the same rate as your revenue. Should it?

Todd Mullenger - Executive Vice President, Chief Financial Officer

Well, that would, that would be one of our objectives although with the... you're seeing that significant increase in our investment in real estate development and our real estate resources, over the past twelve months. The other are receiving the increase, for example in 2007, because of the change in accounting rules around stock compensation, then increase in G&A, in 2007 about $1.6 million. And so a portion of it again is focused on new bed development which you are not going to see in terms of improved operating efficiencies. The stock comp obviously isn't going to have any impact on operating efficiencies. And the remainder of it, may perhaps see some improvement in our operating efficiencies and containing growth, for example, in employee healthcare should big line item then our 16000 employees, we've maintained the growth in our employee healthcare costs to mid single digits whereas the corporate America is looking at high single digits to low teens.

Todd Van Fleet - First Analysis Securities

Maybe its fair to say that beyond 2008 we should see after we kind of overcome the annualized if you will the stock-based compensation to maybe some of the real estate expenses or the real estate staffing. Presumably will be at a critical math at some point and you can start building off of that. You won't need to increase that much beyond 08 is that appropriate time frame for that sort of thing.

Todd Mullenger - Executive Vice President, Chief Financial Officer

Yes that could be. In 2008, we're going to have about $2.5 million of incremental stock comp... non-cash stock-comp expense associated with the change in accounting rules. After 2008 we'll see... we'll stop seeing any significant increase associated with that change in accounting rules.

John D. Ferguson - President and Chief Executive Officer

A lot of the things that odes take place in since I've been here is continued effort to figure out how we can leverage our G&A costs to have a significant impact on the billion dollar plus operating expenses we have, and we do go through our internal investment a lot for things that we've spent money that our G&A because we think that will make a significant impact and in operating expense at the facility level and one of the other areas that we've had a decent increase in less than 18 months has been our human resource area and we made a decision, couple of years ago to raise the level of that responsibility in company reporting directly and being part of the executive management team and know internally there is the big issue in correctional business product and we're constantly trying to figure out how to do a better job dealing with turnover and so those accounts investments we make is in the G&A that hopefully will have an impact on reducing our operating expense.

C: William F. Andrews: John has made a good point. You can't just look at G&A in isolation. You have to look across gross margins and our gross margins have continue to improve over the last five years and a lot of that is due to the work that we do with our information technology people and human resources and all those are G&A expenses. But I don't want any of you to feel that we don't look at our operating expenses as carefully as we look at to grow in the business, we look at both.

Operator

And we do have a question from Kevin Campbell with Avondale Partners.

Kevin Campbell - Avondale Partners

Well thanks just wanted to follow up on in the Central Arizona region, last quarter you guys have talked about seeing some softness in populations there. But if you look at your supplementals, occupancy really didn't change all that much at the two facilities from that where the U.S Marshalls are. Is it safe to assume that you guys might have some protections in your contracts from population fluctuations that's...that you don't necessarily... your compensated occupancy remains high even though the actual occupancy might be low. Is that a good assumption?

John D. Ferguson - President and Chief Executive Officer

I think we probably not want to get into some of the details of some of our contracts right now

Kevin Campbell - Avondale Partners

Okay, thank you very much.

Operator

And gentlemen there are no further questions in the queue. I would like to turn the call back over to you for additional or closing remarks.

William F. Andrews - Chairman of the Board

Okay this is Bill Andrews once again. I want to thank you all for your attendance today and thank those of you that congratulated us on the quarter. I personally want to congratulate the management on a great year. I focus more on the year. Our revenues are up 12% for the year, were up to a $1.478 billion. Our earnings per share adjusted are up 26%, our actual earnings per share are up23.3% and we finished the year $1.06 and EBITDA is up 19% and our free cash flow is up 14.1% with $206 million for the year. Our occupancy for the fourth quarter is at 79.9%, still improving. Our operating margins that I mentioned before continue to improve. They are at 29.2% for the fourth quarter.

John mentioned budgets which tend to... the federal budgets which tended let the business increase or decrease in the budgets look favorable. ICE was up for 2008, and surely up for 2009. The Martial Services were flat but they are up for 2009. And the Bureau prisons continue to have a shortfall in a new bed versus inmates, so we should expect to see something from them. The states still show an upward trend of inmate populations without the available beds and our challenge is provide an adequate supply to meet those needs in the future.

John mentioned that in 07, we create 4600 new beds and we have in the pipeline another 8731 beds for 2008. So this will be over 12,000 new beds that will be available and I think John gave you the number that provides another $98 million of additional EBITDA. And all this is being financed through our existing balance sheet ratios, which I think is significant. As we look forward, the projections for 2008, Todd mentioned $0.26 to $0.28 for the first quarter and $1.21 to $1.28 for the full year. And again, we have these ramp up costs because of all these new beds coming on. So it's difficult for quarter-to-quarter to have a even progression and therefore that's another reason I look at the whole year. But we are looking for a nice increase again for the whole year of 2008.

So, thank you all for your support and thank you for being here today, and that concludes my remarks and concludes the meeting.

Operator

Ladies and gentlemen, thank you for participating. Your participation is appreciated.

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Source: Corrections Corp. of America Q4 2007 Earnings Call Transcript

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