- Current report filing (8-K)
2008年11月17日 - 8:02PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported):
November 14,
2008
CORNELL
COMPANIES, INC.
(Exact name of
registrant as specified in its charter)
DELAWARE
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1-14472
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76-0433642
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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1700
West Loop South, Suite 1500
Houston,
Texas 77027
(Address of
principal executive offices) (Zip Code)
(713)
623-0790
(Registrants
telephone number, including area code)
Not
Applicable
(Former name or
former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2.below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01
Regulation FD
Disclosure.
In this Current Report on
Form 8-K, the Company, Cornell, we, us, and our refer to Cornell
Companies, Inc. and its subsidiaries.
The Company intends to
disclose the information set forth below as part of various investor
presentations to be made by our executives.
The information forms part of the Companys Investor Discussion
Presentation. This presentation is
updated quarterly after earnings are released and the related Form 10-Q or
Form 10-K is filed with the Securities and Exchange Commission and is
posted in the Investor Relations section of the Companys website, www.cornellcompanies.com. The updated Investor Discussion Presentation with
the information below should be posted on the site on or before Monday, November 17,
2008 at 9 a.m., Central.
The
percentage of revenue derived by the Company from each of the customer
categories stated below for the six months ended June 30, 2008 is as
follows (the numbers in parentheses indicate the total number of customers
within the respective categories):
Customer Category
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Percentage of Companys Revenue
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Federal Bureau of Prisons (BOP) Secure
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28
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%
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State Department of Corrections (DOC) (7)
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21
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%
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State Non-Department of Corrections (15)
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17
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%
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Counties (125+)
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16
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%
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Federal Bureau of Prisons ACB
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6
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%
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School Districts
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4
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%
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U.S. Marshals Service/Bureau of Immigration and
Customs Enforcement
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3
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%
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Cities
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3
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%
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Other
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2
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%
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The Company also noted
the following with respect to its customer relationships:
·
It
has a nearly 20-year relationship with the BOP in the Adult Secure Division;
·
It
has a 24-year relationship with the BOP in Community Corrections;
·
It
has a significant presence with the Georgia, California, Mississippi and
Arizona DOCs;
·
In
its Abraxas Youth and Family Services division, over 70% of revenue from
customers with whom the Company has had a relationship of at least 15 years;
·
Its
customer retention / contract renewal rate for controlled assets is
approximately 95 percent; and
·
Most
customers have a single-A or better credit rating.
The Companys cost
structure components for the six month period ended June 30, 2008 are as
follows:
·
Personnel (including fringe benefits
cost) 52%
·
Resident / inmate care 11%
·
Building costs / utilities 9%
·
Interest expense, net 7%
·
Depreciation & amortization
5%
·
Outside services 3%
·
Other costs 13%
Approximately 56% of the
resident / inmate care costs referenced above is food, which is generally
covered by fixed price contracts through 2014.
The Company also has approximately 16% of the building costs/utilities
referenced above represented by energy contracts with terms ranging from 1 to 5
years.
The statements made
herein that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements include, but
are not limited to, statements involving customer relationships, contract
renewal rates, customer credit ratings, fixed price food contracts and future
energy contracts, as well as any other statements that are not historical
facts. Such statements are subject to numerous risks, uncertainties and
assumptions including but not limited to Cornells ability to perform according
to its current expectations, changes in
2
supply and demand,
actions by governmental agencies and other third parties and other factors
detailed in the companys most recent Form 10-K and other filings with the
Securities and Exchange Commission, which are available free of charge on the
SECs website at
http://www.sec.gov
. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated. Each forward
looking-statement speaks only as of the date of the particular statement, and
we undertake no obligation to update or revise any forward looking-statement,
whether as a result of new information, future events or otherwise. Information
in the press release is subject to adjustment resulting from further review and
the obtainment of additional information that may impact our consolidated
financial statements.
The information furnished
pursuant to Item 7.01, shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such
filing. The furnishing of the
information in this report is not intended to, and does not, constitute a
determination or admission by the Company that the information in this report
is material or complete, or that investors should consider this information
before making an investment decision with respect to any security of the
Company.
3
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CORNELL COMPANIES, INC.
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Dated:
November 14, 2008
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By:
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/s/ William E. Turcotte
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William E. Turcotte
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Senior Vice President, General
Counsel and Corporate
Secretary
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4
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