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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 9 Months Ended
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Sep. 30, 2014
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES |
12. | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES
The following condensed consolidating financial statements of the Company and subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X. These condensed consolidating financial statements have been prepared from CCA’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 the Company (as the parent company). Accordingly, the Company (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 September 30, 2014 and December 31, 2013. CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2014 (in thousands)
|  | Parent |  |  | Combined Subsidiary Guarantors |  |  | Consolidating Adjustments and Other |  |  | Total Consolidated Amounts |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 10,334 |  |  | $ | 38,513 |  |  | $ | — |  |  | $ | 48,847 |
Accounts receivable, net of allowance |  |  | 184,445 |  |  |  | 240,877 |  |  |  | (132,856 | ) |  |  | 292,466 |
Current deferred tax assets |  |  | — |  |  |  | 11,443 |  |  |  | (13 | ) |  |  | 11,430 |
Prepaid expenses and other current assets |  |  | 74,107 |  |  |  | 31,423 |  |  |  | (78,605 | ) |  |  | 26,925 |
Assets held for sale |  |  | 4,145 |  |  |  | — |  |  |  | — |  |  |  | 4,145 |
Total current assets |  |  | 273,031 |  |  |  | 322,256 |  |  |  | (211,474 | ) |  |  | 383,813 |
Property and equipment, net |  |  | 2,458,764 |  |  |  | 155,500 |  |  |  | — |  |  |  | 2,614,264 |
Restricted cash |  |  | 1,116 |  |  |  | 1,591 |  |  |  | — |  |  |  | 2,707 |
Investment in direct financing lease |  |  | 3,811 |  |  |  | — |  |  |  | — |  |  |  | 3,811 |
Goodwill |  |  | — |  |  |  | 16,110 |  |  |  | — |  |  |  | 16,110 |
Non-current deferred tax assets |  |  | — |  |  |  | 5,055 |  |  |  | (518 | ) |  |  | 4,537 |
Other assets |  |  | 261,040 |  |  |  | 47,451 |  |  |  | (232,583 | ) |  |  | 75,908 |
Total assets |  | $ | 2,997,762 |  |  | $ | 547,963 |  |  | $ | (444,575 | ) |  | $ | 3,101,150 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 253,266 |  |  | $ | 135,422 |  |  | $ | (140,926 | ) |  | $ | 247,762 |
Income taxes payable |  |  | 84 |  |  |  | 805 |  |  |  | — |  |  |  | 889 |
Current deferred tax liabilities |  |  | 13 |  |  |  | — |  |  |  | (13 | ) |  |  | — |
Note payable to an affiliate |  |  | — |  |  |  | 70,500 |  |  |  | (70,500 | ) |  |  | — |
Current liabilities of discontinued operations |  |  | — |  |  |  | 53 |  |  |  | — |  |  |  | 53 |
Total current liabilities |  |  | 253,363 |  |  |  | 206,780 |  |  |  | (211,439 | ) |  |  | 248,704 |
Long-term debt |  |  | 1,240,000 |  |  |  | 115,000 |  |  |  | (115,000 | ) |  |  | 1,240,000 |
Non-current deferred tax liabilities |  |  | 518 |  |  |  | — |  |  |  | (518 | ) |  |  | — |
Other liabilities |  |  | 1,588 |  |  |  | 108,565 |  |  |  | — |  |  |  | 110,153 |
Total liabilities |  |  | 1,495,469 |  |  |  | 430,345 |  |  |  | (326,957 | ) |  |  | 1,598,857 |
Total stockholders’ equity |  |  | 1,502,293 |  |  |  | 117,618 |  |  |  | (117,618 | ) |  |  | 1,502,293 |
Total liabilities and stockholders’ equity |  | $ | 2,997,762 |  |  | $ | 547,963 |  |  | $ | (444,575 | ) |  | $ | 3,101,150 |
CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2013 (in thousands)
|  | Parent |  |  | Combined Subsidiary Guarantors |  |  | Consolidating Adjustments and Other |  |  | Total Consolidated Amounts |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 31,647 |  |  | $ | 46,262 |  |  | $ | — |  |  | $ | 77,909 |
Accounts receivable, net of allowance |  |  | 203,018 |  |  |  | 178,894 |  |  |  | (136,955 | ) |  |  | 244,957 |
Current deferred tax assets |  |  | 2 |  |  |  | 9,239 |  |  |  | — |  |  |  | 9,241 |
Prepaid expenses and other current assets |  |  | 7,580 |  |  |  | 22,856 |  |  |  | (9,824 | ) |  |  | 20,612 |
Current assets of discontinued operations |  |  | — |  |  |  | 15 |  |  |  | — |  |  |  | 15 |
Total current assets |  |  | 242,247 |  |  |  | 257,266 |  |  |  | (146,779 | ) |  |  | 352,734 |
Property and equipment, net |  |  | 2,450,028 |  |  |  | 96,585 |  |  |  | — |  |  |  | 2,546,613 |
Restricted cash |  |  | 1,016 |  |  |  | 4,573 |  |  |  | — |  |  |  | 5,589 |
Investment in direct financing lease |  |  | 5,473 |  |  |  | — |  |  |  | — |  |  |  | 5,473 |
Goodwill |  |  | — |  |  |  | 16,110 |  |  |  | — |  |  |  | 16,110 |
Non-current deferred tax assets |  |  | — |  |  |  | 3,633 |  |  |  | (555 | ) |  |  | 3,078 |
Other assets |  |  | 245,028 |  |  |  | 45,149 |  |  |  | (212,349 | ) |  |  | 77,828 |
Total assets |  | $ | 2,943,792 |  |  | $ | 423,316 |  |  | $ | (359,683 | ) |  | $ | 3,007,425 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 234,277 |  |  | $ | 164,745 |  |  | $ | (146,745 | ) |  | $ | 252,277 |
Income taxes payable |  |  | — |  |  |  | 1,243 |  |  |  | — |  |  |  | 1,243 |
Current liabilities of discontinued operations |  |  | — |  |  |  | 886 |  |  |  | — |  |  |  | 886 |
Total current liabilities |  |  | 234,277 |  |  |  | 166,874 |  |  |  | (146,745 | ) |  |  | 254,406 |
Long-term debt |  |  | 1,205,000 |  |  |  | 115,000 |  |  |  | (115,000 | ) |  |  | 1,205,000 |
Deferred tax liabilities |  |  | 555 |  |  |  | — |  |  |  | (555 | ) |  |  | — |
Other liabilities |  |  | 1,453 |  |  |  | 44,059 |  |  |  | — |  |  |  | 45,512 |
Total liabilities |  |  | 1,441,285 |  |  |  | 325,933 |  |  |  | (262,300 | ) |  |  | 1,504,918 |
Total stockholders’ equity |  |  | 1,502,507 |  |  |  | 97,383 |  |  |  | (97,383 | ) |  |  | 1,502,507 |
Total liabilities and stockholders’ equity |  | $ | 2,943,792 |  |  | $ | 423,316 |  |  | $ | (359,683 | ) |  | $ | 3,007,425 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2014 (in thousands)
|  | Parent |  |  | Combined Subsidiary Guarantors |  |  | Consolidating Adjustments and Other |  |  | Total Consolidated Amounts |
REVENUES |  | $ | 319,127 |  |  | $ | 310,597 |  |  | $ | (221,250 | ) |  | $ | 408,474 |
EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating |  |  | 226,820 |  |  |  | 277,142 |  |  |  | (221,250 | ) |  |  | 282,712 |
General and administrative |  |  | 8,719 |  |  |  | 18,916 |  |  |  | — |  |  |  | 27,635 |
Depreciation and amortization |  |  | 20,389 |  |  |  | 7,888 |  |  |  | — |  |  |  | 28,277 |
|  |  | 255,928 |  |  |  | 303,946 |  |  |  | (221,250 | ) |  |  | 338,624 |
OPERATING INCOME |  |  | 63,199 |  |  |  | 6,651 |  |  |  | — |  |  |  | 69,850 |
OTHER (INCOME) EXPENSE: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | 8,821 |  |  |  | 1,555 |  |  |  | — |  |  |  | 10,376 |
Other (income) expense |  |  | 250 |  |  |  | (61 | ) |  |  | (332 | ) |  |  | (143 | )
|  |  | 9,071 |  |  |  | 1,494 |  |  |  | (332 | ) |  |  | 10,233 |
INCOME FROM CONTINUING |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
OPERATIONS BEFORE INCOME TAXES |  |  | 54,128 |  |  |  | 5,157 |  |  |  | 332 |  |  |  | 59,617 |
Income tax expense |  |  | (208 | ) |  |  | (1,863 | ) |  |  | — |  |  |  | (2,071 | )
INCOME FROM CONTINUING OPERATIONS |  |  | 53,920 |  |  |  | 3,294 |  |  |  | 332 |  |  |  | 57,546 |
Income from equity in subsidiaries |  |  | 3,626 |  |  |  | — |  |  |  | (3,626 | ) |  |  | — |
NET INCOME |  | $ | 57,546 |  |  | $ | 3,294 |  |  | $ | (3,294 | ) |  | $ | 57,546 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2013 (in thousands)
|  | Parent |  |  | Combined Subsidiary Guarantors |  |  | Consolidating Adjustments and Other |  |  | Total Consolidated Amounts |
REVENUES |  | $ | 312,837 |  |  | $ | 337,548 |  |  | $ | (228,919 | ) |  | $ | 421,466 |
EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating |  |  | 232,380 |  |  |  | 298,028 |  |  |  | (228,919 | ) |  |  | 301,489 |
General and administrative |  |  | 6,954 |  |  |  | 16,616 |  |  |  | — |  |  |  | 23,570 |
Depreciation and amortization |  |  | 19,268 |  |  |  | 8,883 |  |  |  | — |  |  |  | 28,151 |
Asset impairments |  |  | — |  |  |  | 985 |  |  |  | — |  |  |  | 985 |
|  |  | 258,602 |  |  |  | 324,512 |  |  |  | (228,919 | ) |  |  | 354,195 |
OPERATING INCOME |  |  | 54,235 |  |  |  | 13,036 |  |  |  | — |  |  |  | 67,271 |
OTHER (INCOME) EXPENSE: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | 8,877 |  |  |  | 1,501 |  |  |  | — |  |  |  | 10,378 |
Other (income) expense |  |  | (275 | ) |  |  | 111 |  |  |  | (20 | ) |  |  | (184 | )
|  |  | 8,602 |  |  |  | 1,612 |  |  |  | (20 | ) |  |  | 10,194 |
INCOME FROM CONTINUING |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
OPERATIONS BEFORE INCOME TAXES |  |  | 45,633 |  |  |  | 11,424 |  |  |  | 20 |  |  |  | 57,077 |
Income tax expense |  |  | (217 | ) |  |  | (4,354 | ) |  |  | — |  |  |  | (4,571 | )
INCOME FROM CONTINUING OPERATIONS |  |  | 45,416 |  |  |  | 7,070 |  |  |  | 20 |  |  |  | 52,506 |
Income from equity in subsidiaries |  |  | 6,427 |  |  |  | — |  |  |  | (6,427 | ) |  |  | — |
Loss from discontinued operations, net of taxes |  |  | — |  |  |  | (663 | ) |  |  | — |  |  |  | (663 | )
NET INCOME |  | $ | 51,843 |  |  | $ | 6,407 |  |  | $ | (6,407 | ) |  | $ | 51,843 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2014 (in thousands)
|  | Parent |  |  | Combined Subsidiary Guarantors |  |  | Consolidating Adjustments and Other |  |  | Total Consolidated Amounts |
REVENUES |  | $ | 939,686 |  |  | $ | 936,352 |  |  | $ | (652,648 | ) |  | $ | 1,223,390 |
EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating |  |  | 671,914 |  |  |  | 838,436 |  |  |  | (652,648 | ) |  |  | 857,702 |
General and administrative |  |  | 25,648 |  |  |  | 53,938 |  |  |  | — |  |  |  | 79,586 |
Depreciation and amortization |  |  | 60,266 |  |  |  | 25,147 |  |  |  | — |  |  |  | 85,413 |
Asset impairments |  |  | 2,238 |  |  |  | — |  |  |  | — |  |  |  | 2,238 |
|  |  | 760,066 |  |  |  | 917,521 |  |  |  | (652,648 | ) |  |  | 1,024,939 |
OPERATING INCOME |  |  | 179,620 |  |  |  | 18,831 |  |  |  | — |  |  |  | 198,451 |
OTHER (INCOME) EXPENSE: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | 26,232 |  |  |  | 2,856 |  |  |  | — |  |  |  | 29,088 |
Other (income) expense |  |  | 87 |  |  |  | (589 | ) |  |  | (641 | ) |  |  | (1,143 | )
|  |  | 26,319 |  |  |  | 2,267 |  |  |  | (641 | ) |  |  | 27,945 |
INCOME FROM CONTINUING |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
OPERATIONS BEFORE INCOME TAXES |  |  | 153,301 |  |  |  | 16,564 |  |  |  | 641 |  |  |  | 170,506 |
Income tax expense |  |  | (342 | ) |  |  | (5,148 | ) |  |  | — |  |  |  | (5,490 | )
INCOME FROM CONTINUING OPERATIONS |  |  | 152,959 |  |  |  | 11,416 |  |  |  | 641 |  |  |  | 165,016 |
Income from equity in subsidiaries |  |  | 12,057 |  |  |  | — |  |  |  | (12,057 | ) |  |  | — |
NET INCOME |  | $ | 165,016 |  |  | $ | 11,416 |  |  | $ | (11,416 | ) |  | $ | 165,016 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2013 (in thousands)
|  | Parent |  |  | Combined Subsidiary Guarantors |  |  | Consolidating Adjustments and Other |  |  | Total Consolidated Amounts |
REVENUES |  | $ | 945,213 |  |  | $ | 1,007,279 |  |  | $ | (689,298 | ) |  | $ | 1,263,194 |
EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating |  |  | 704,221 |  |  |  | 888,789 |  |  |  | (689,298 | ) |  |  | 903,712 |
General and administrative |  |  | 24,649 |  |  |  | 55,513 |  |  |  | — |  |  |  | 80,162 |
Depreciation and amortization |  |  | 56,855 |  |  |  | 26,348 |  |  |  | — |  |  |  | 83,203 |
Asset impairments |  |  | — |  |  |  | 985 |  |  |  | — |  |  |  | 985 |
|  |  | 785,725 |  |  |  | 971,635 |  |  |  | (689,298 | ) |  |  | 1,068,062 |
OPERATING INCOME |  |  | 159,488 |  |  |  | 35,644 |  |  |  | — |  |  |  | 195,132 |
OTHER (INCOME) EXPENSE: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | 29,593 |  |  |  | 5,263 |  |  |  | — |  |  |  | 34,856 |
Expenses associated with debt refinancing transactions |  |  | 28,563 |  |  |  | 7,965 |  |  |  | — |  |  |  | 36,528 |
Other (income) expense |  |  | 45 |  |  |  | (107 | ) |  |  | (58 | ) |  |  | (120 | )
|  |  | 58,201 |  |  |  | 13,121 |  |  |  | (58 | ) |  |  | 71,264 |
INCOME FROM CONTINUING |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
OPERATIONS BEFORE INCOME TAXES |  |  | 101,287 |  |  |  | 22,523 |  |  |  | 58 |  |  |  | 123,868 |
Income tax benefit (expense) |  |  | 137,981 |  |  |  | (4,728 | ) |  |  | — |  |  |  | 133,253 |
INCOME FROM CONTINUING OPERATIONS |  |  | 239,268 |  |  |  | 17,795 |  |  |  | 58 |  |  |  | 257,121 |
Income from equity in subsidiaries |  |  | 14,096 |  |  |  | — |  |  |  | (14,096 | ) |  |  | — |
Loss from discontinued operations, net of taxes |  |  | — |  |  |  | (3,757 | ) |  |  | — |  |  |  | (3,757 | )
NET INCOME |  | $ | 253,364 |  |  | $ | 14,038 |  |  | $ | (14,038 | ) |  | $ | 253,364 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2014 (in thousands)
|  | Parent |  |  | Combined Subsidiary Guarantors |  |  | Consolidating Adjustments And Other |  |  | Total Consolidated Amounts |
Net cash provided by (used in) operating activities |  | $ | 253,232 |  |  | $ | (4,543 | ) |  | $ | — |  |  | $ | 248,689 |
Net cash used in investing activities |  |  | (130,102 | ) |  |  | (81,892 | ) |  |  | 70,500 |  |  |  | (141,494 | )
Net cash provided by (used in) financing activities |  |  | (144,443 | ) |  |  | 78,676 |  |  |  | (70,500 | ) |  |  | (136,267 | )
Net decrease in cash and cash equivalents |  |  | (21,313 | ) |  |  | (7,759 | ) |  |  | — |  |  |  | (29,072 | )
CASH AND CASH EQUIVALENTS, beginning of period |  |  | 31,647 |  |  |  | 46,272 |  |  |  | — |  |  |  | 77,919 |
CASH AND CASH EQUIVALENTS, end of period |  | $ | 10,334 |  |  | $ | 38,513 |  |  | $ | — |  |  | $ | 48,847 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2013 (in thousands)
|  | Parent |  |  | Combined Subsidiary Guarantors |  |  | Consolidating Adjustments And Other |  |  | Total Consolidated Amounts |
Net cash provided by operating activities |  | $ | 165,603 |  |  | $ | 118,001 |  |  | $ | — |  |  | $ | 283,604 |
Net cash provided by (used in) investing activities |  |  | (52,887 | ) |  |  | (44,681 | ) |  |  | 15,000 |  |  |  | (82,568 | )
Net cash used in financing activities |  |  | (61,708 | ) |  |  | (117,002 | ) |  |  | (15,000 | ) |  |  | (193,710 | )
Net increase (decrease) in cash and cash equivalents |  |  | 51,008 |  |  |  | (43,682 | ) |  |  | — |  |  |  | 7,326 |
CASH AND CASH EQUIVALENTS, beginning of period |  |  | — |  |  |  | 62,897 |  |  |  | — |  |  |  | 62,897 |
CASH AND CASH EQUIVALENTS, end of period |  | $ | 51,008 |  |  | $ | 19,215 |  |  | $ | — |  |  | $ | 70,223 |

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- Definition The entire disclosure for condensed financial statements. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 10 -Paragraph f -Article 3 + Details
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