CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF CCA AND SUBSIDIARIES |
18. |
CONDENSED CONSOLIDATING
FINANCIAL STATEMENTS OF CCA AND SUBSIDIARIES |
The following
condensed consolidating financial statements of CCA and
subsidiaries have been prepared pursuant to Rule 3-10 of Regulation
S-X. These condensed consolidating financial statements have been
prepared from the Company’s financial information on the same
basis of accounting as the consolidated financial statements. On
December 31, 2012 CCA transferred certain real estate assets and
contracts from certain of its subsidiaries to CCA (as the parent
company). Accordingly, CCA (as the parent corporation to its
subsidiaries) which heretofore had no independent assets or
operations (as defined under Rule 3-10(f) of Regulation S-X)
maintains its own independent assets as of December 31, 2012. Such
internal legal restructuring has been reported in the following
condensed consolidating financial statements as if it had occurred
on January 1, 2012.
CONDENSED
CONSOLIDATING BALANCE SHEET
As of
December 31, 2012
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
Combined
Subsidiary
Guarantors |
|
|
Consolidating
Adjustments
and Other |
|
|
Total
Consolidated
Amounts |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
— |
|
|
$ |
62,897 |
|
|
$ |
— |
|
|
$ |
62,897 |
|
Accounts receivable, net of
allowance
|
|
|
136,128 |
|
|
|
255,192 |
|
|
|
(138,556 |
) |
|
|
252,764 |
|
Deferred tax
assets
|
|
|
137 |
|
|
|
7,885 |
|
|
|
— |
|
|
|
8,022 |
|
Prepaid expenses and other
current assets
|
|
|
1,766 |
|
|
|
35,175 |
|
|
|
(9,882 |
) |
|
|
27,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
assets
|
|
|
138,031 |
|
|
|
361,149 |
|
|
|
(148,438 |
) |
|
|
350,742 |
|
|
|
|
|
|
Property and equipment,
net
|
|
|
2,462,917 |
|
|
|
105,874 |
|
|
|
— |
|
|
|
2,568,791 |
|
|
|
|
|
|
Restricted cash
|
|
|
— |
|
|
|
5,022 |
|
|
|
— |
|
|
|
5,022 |
|
Investment in direct
financing lease
|
|
|
7,467 |
|
|
|
— |
|
|
|
— |
|
|
|
7,467 |
|
Goodwill
|
|
|
— |
|
|
|
11,988 |
|
|
|
— |
|
|
|
11,988 |
|
Other assets
|
|
|
191,502 |
|
|
|
114,953 |
|
|
|
(275,723 |
) |
|
|
30,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
2,799,917 |
|
|
$ |
598,986 |
|
|
$ |
(424,161 |
) |
|
$ |
2,974,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and
accrued expenses
|
|
$ |
28,061 |
|
|
$ |
286,342 |
|
|
$ |
(148,403 |
) |
|
$ |
166,000 |
|
Income taxes
payable
|
|
|
— |
|
|
|
102 |
|
|
|
— |
|
|
|
102 |
|
Current liabilities of
discontinued operations
|
|
|
— |
|
|
|
356 |
|
|
|
— |
|
|
|
356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
28,061 |
|
|
|
286,800 |
|
|
|
(148,403 |
) |
|
|
166,458 |
|
|
|
|
|
|
Long-term debt
|
|
|
1,111,545 |
|
|
|
100,000 |
|
|
|
(100,000 |
) |
|
|
1,111,545 |
|
Deferred tax
liabilities
|
|
|
138,691 |
|
|
|
835 |
|
|
|
— |
|
|
|
139,526 |
|
Other
liabilities
|
|
|
— |
|
|
|
35,593 |
|
|
|
— |
|
|
|
35,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
1,278,297 |
|
|
|
423,228 |
|
|
|
(248,403 |
) |
|
|
1,453,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’
equity
|
|
|
1,521,620 |
|
|
|
175,758 |
|
|
|
(175,758 |
) |
|
|
1,521,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders’ equity
|
|
$ |
2,799,917 |
|
|
$ |
598,986 |
|
|
$ |
(424,161 |
) |
|
$ |
2,974,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
For the year
ended December 31, 2012
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
Combined
Subsidiary
Guarantors |
|
|
Consolidating
Adjustments
and Other |
|
|
Total
Consolidated
Amounts |
|
REVENUE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management and
other
|
|
$ |
1,408,613 |
|
|
$ |
366,199 |
|
|
$ |
(17,591 |
) |
|
$ |
1,757,221 |
|
Rental
|
|
|
2,664 |
|
|
|
— |
|
|
|
— |
|
|
|
2,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,411,277 |
|
|
|
366,199 |
|
|
|
(17,591 |
) |
|
|
1,759,885 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
|
943,803 |
|
|
|
325,972 |
|
|
|
(17,591 |
) |
|
|
1,252,184 |
|
General and
administrative
|
|
|
70,792 |
|
|
|
18,143 |
|
|
|
— |
|
|
|
88,935 |
|
Depreciation and
amortization
|
|
|
74,452 |
|
|
|
39,481 |
|
|
|
— |
|
|
|
113,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,089,047 |
|
|
|
383,596 |
|
|
|
(17,591 |
) |
|
|
1,455,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME
(LOSS)
|
|
|
322,230 |
|
|
|
(17,397 |
) |
|
|
— |
|
|
|
304,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME)
EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
|
57,174 |
|
|
|
1,189 |
|
|
|
— |
|
|
|
58,363 |
|
Expenses associated with
debt refinancing transactions
|
|
|
2,099 |
|
|
|
— |
|
|
|
— |
|
|
|
2,099 |
|
Other (income)
expense
|
|
|
16 |
|
|
|
(31 |
) |
|
|
(323 |
) |
|
|
(338 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,289 |
|
|
|
1,158 |
|
|
|
(323 |
) |
|
|
60,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM
CONTINUING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATIONS BEFORE INCOME
TAXES
|
|
|
262,941 |
|
|
|
(18,555 |
) |
|
|
323 |
|
|
|
244,709 |
|
Income tax (expense)
benefit
|
|
|
(93,870 |
) |
|
|
6,284 |
|
|
|
— |
|
|
|
(87,586 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM
CONTINUING OPERATIONS
|
|
|
169,071 |
|
|
|
(12,271 |
) |
|
|
323 |
|
|
|
157,123 |
|
Loss from equity in
subsidiaries
|
|
|
(12,310 |
) |
|
|
— |
|
|
|
12,310 |
|
|
|
— |
|
Loss from discontinued
operations, net of taxes
|
|
|
— |
|
|
|
(362 |
) |
|
|
— |
|
|
|
(362 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
(LOSS)
|
|
$ |
156,761 |
|
|
$ |
(12,633 |
) |
|
$ |
12,633 |
|
|
$ |
156,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year
ended December 31, 2012
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
Combined
Subsidiary
Guarantors |
|
|
Consolidating
Adjustments
And
Other |
|
|
Total
Consolidated
Amounts |
|
Net cash provided by
operating activities
|
|
$ |
260,602 |
|
|
$ |
22,654 |
|
|
$ |
— |
|
|
$ |
283,256 |
|
Net cash used in investing
activities
|
|
|
(42,378 |
) |
|
|
(37,542 |
) |
|
|
— |
|
|
|
(79,920 |
) |
Net cash used in financing
activities
|
|
|
(218,224 |
) |
|
|
21,953 |
|
|
|
— |
|
|
|
(196,271 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Cash and
Cash Equivalents
|
|
|
— |
|
|
|
7,065 |
|
|
|
— |
|
|
|
7,065 |
|
CASH AND CASH EQUIVALENTS,
beginning of year
|
|
|
— |
|
|
|
55,832 |
|
|
|
— |
|
|
|
55,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS,
end of year
|
|
$ |
— |
|
|
$ |
62,897 |
|
|
$ |
— |
|
|
$ |
62,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|