Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CXW | |
Entity Registrant Name | CORECIVIC, INC. | |
Entity Central Index Key | 0001070985 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 113,656,983 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-16109 | |
Entity Tax Identification Number | 62-1763875 | |
Entity Address, Address Line One | 5501 VIRGINIA WAY | |
Entity Address, City or Town | BRENTWOOD | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37027 | |
City Area Code | 615 | |
Local Phone Number | 263-3000 | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | MD | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 51,463 | $ 149,401 |
Restricted cash | 13,713 | 12,764 |
Accounts receivable, net of credit loss reserve of $8,122 and $8,008, respectively | 256,175 | 312,435 |
Prepaid expenses and other current assets | 27,685 | 32,134 |
Assets held for sale | 6,936 | 6,936 |
Total current assets | 355,972 | 513,670 |
Real estate and related assets: | ||
Property and equipment, net of accumulated depreciation of $1,743,783 and $1,716,283, respectively | 2,153,252 | 2,176,098 |
Other real estate assets | 206,736 | 208,181 |
Goodwill | 4,844 | 4,844 |
Other assets | 334,598 | 341,976 |
Total assets | 3,055,402 | 3,244,769 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 259,432 | 285,226 |
Current portion of long-term debt | 12,506 | 165,525 |
Total current liabilities | 271,938 | 450,751 |
Long-term debt, net | 1,092,623 | 1,084,858 |
Deferred revenue | 21,350 | 22,590 |
Non-current deferred tax liabilities | 101,183 | 99,618 |
Other liabilities | 148,576 | 154,544 |
Total liabilities | 1,635,670 | 1,812,361 |
Commitments and contingencies | ||
Preferred stock value | 0 | 0 |
Common stock value | 1,137 | 1,150 |
Additional paid-in capital | 1,782,632 | 1,807,689 |
Accumulated deficit | (364,037) | (376,431) |
Total stockholders' equity | 1,419,732 | 1,432,408 |
Total liabilities and stockholders' equity | $ 3,055,402 | $ 3,244,769 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, credit loss reserve | $ 8,122 | $ 8,008 |
Accumulated depreciation | $ 1,743,783 | $ 1,716,283 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 113,685,000 | 114,988,000 |
Common stock, shares outstanding | 113,685,000 | 114,988,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUE | $ 458,002 | $ 452,988 |
EXPENSES: | ||
Operating | 354,537 | 344,629 |
General and administrative | 32,679 | 31,101 |
Depreciation and amortization | 31,042 | 32,028 |
Costs and Expenses, Total | 418,258 | 407,758 |
OTHER INCOME (EXPENSE): | ||
Interest expense, net | (19,151) | (22,920) |
Gain on sale of real estate assets, net | 0 | 2,261 |
Other income (expense) | (47) | 1,042 |
INCOME BEFORE INCOME TAXES | 20,546 | 25,613 |
Income tax expense | (8,146) | (6,610) |
NET INCOME | $ 12,400 | $ 19,003 |
BASIC EARNINGS PER SHARE | $ 0.11 | $ 0.16 |
DILUTED EARNINGS PER SHARE | $ 0.11 | $ 0.16 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 12,400 | $ 19,003 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 31,042 | 32,028 |
Amortization of debt issuance costs and other non-cash interest | 1,198 | 1,730 |
Gain on sale of real estate assets, net | 0 | (2,261) |
Deferred income taxes | 1,565 | 2,679 |
Non-cash revenue and other income | (695) | (1,753) |
Non-cash equity compensation | 4,884 | 5,267 |
Other expenses and non-cash items | 1,842 | 1,343 |
Changes in assets and liabilities, net: | ||
Accounts receivable, prepaid expenses and other assets | 60,720 | 19,369 |
Accounts payable, accrued expenses and other liabilities | (23,128) | 20,302 |
Net cash provided by operating activities | 89,828 | 97,707 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for facility development and expansions | (2,380) | (2,916) |
Expenditures for other capital improvements | (6,815) | (9,007) |
Net proceeds from sale of assets | 59 | 9,316 |
Increase in other assets | (1,371) | (1,205) |
Net cash used in investing activities | (10,507) | (3,812) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings from credit facility | 70,000 | 0 |
Scheduled principal repayments | (2,412) | (7,903) |
Principal repayments of credit facility | (60,000) | 0 |
Other repayments of debt | (153,754) | 0 |
Payment of debt defeasance, issuance and other refinancing and related costs | (35) | (13) |
Payment of lease obligations for financing leases | (146) | (142) |
Dividends paid on RSUs | (131) | (866) |
Purchase and retirement of common stock | (29,832) | (5,144) |
Net cash used in financing activities | (176,310) | (14,068) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (96,989) | 79,827 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 162,165 | 310,707 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 65,176 | 390,534 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Establishment of right of use assets and lease liabilities | 224 | 550 |
Cash paid during the period for: | ||
Interest (net of amounts capitalized of $0.2 million in 2022) | 6,333 | 4,668 |
Income taxes paid | $ 200 | $ 1 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Interest, capitalized interest | $ 0.2 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2021 | $ 1,372,468 | $ 1,203 | $ 1,869,955 | $ (498,690) |
Balance (in shares) at Dec. 31, 2021 | 120,285 | |||
Net income | 19,003 | 19,003 | ||
Retirement of common stock | (5,144) | $ (5) | (5,139) | |
Retirement of common stock (in shares) | (518) | |||
Dividends on RSUs | (77) | (77) | ||
Restricted stock compensation, net of forfeitures | 5,267 | 5,267 | ||
Restricted stock grants | $ 18 | (18) | ||
Restricted stock grants (in shares) | 1,819 | |||
Balance at Mar. 31, 2022 | 1,391,517 | $ 1,216 | 1,870,065 | (479,764) |
Balance (in shares) at Mar. 31, 2022 | 121,586 | |||
Balance at Dec. 31, 2022 | 1,432,408 | $ 1,150 | 1,807,689 | (376,431) |
Balance (in shares) at Dec. 31, 2022 | 114,988 | |||
Net income | 12,400 | 12,400 | ||
Retirement of common stock | (29,954) | $ (30) | (29,924) | |
Retirement of common stock (in shares) | (2,980) | |||
Dividends on RSUs | (6) | (6) | ||
Restricted stock compensation, net of forfeitures | 4,884 | 4,884 | ||
Restricted stock grants | $ 17 | (17) | ||
Restricted stock grants (in shares) | 1,677 | |||
Balance at Mar. 31, 2023 | $ 1,419,732 | $ 1,137 | $ 1,782,632 | $ (364,037) |
Balance (in shares) at Mar. 31, 2023 | 113,685 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
ORGANIZATION AND OPERATIONS | 1. ORGANIZATION AND OPERATIONS CoreCivic, Inc. (together with its subsidiaries, the "Company" or "CoreCivic") is the nation's largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States ("U.S."). Through three segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties, the Company provides a broad range of solutions to government partners that serve the public good through corrections and detention management, a network of residential reentry centers to help address America's recidivism crisis, and government real estate solutions. As of March 31, 2023, through its CoreCivic Safety segment, the Company operated 44 correctional and detention facilities, 40 of which the Company owned, with a total design capacity of approximately 66,000 beds. Through its CoreCivic Community segment, the Company owned and operated 23 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, through its CoreCivic Properties segment, the Company owned 8 properties leased to government agencies, totaling 1.8 million square feet. In addition to providing fundamental residential services, CoreCivic's correctional, detention, and reentry facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training, and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release. CoreCivic also provides or makes available to offenders certain health care (including medical, dental, and mental health services), food services, and work and recreational programs. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements have been prepared by the Company and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. Reference is made to the audited financial statements of CoreCivic included in its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the "SEC") on February 21, 2023 (the "2022 Form 10-K") with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company. Risks and Uncertainties On January 26, 2021, President Biden issued the Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities ("Private Prison EO"). The Private Prison EO directs the Attorney General to not renew United States Department of Justice ("DOJ") contracts with privately operated criminal detention facilities. The United States Marshals Service ("USMS") is an agency of the DOJ that utilizes CoreCivic's facilities and services, and accounted for 22 % of CoreCivic's total revenue for the year ended December 31, 2022. Another federal agency that utilizes CoreCivic's facilities and services, U.S. Immigration and Customs Enforcement ("ICE"), is not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security ("DHS"), not the DOJ, although it is possible that the federal government could choose to take similar action on ICE facilities in the future. CoreCivic currently has two detention facilities that have direct contracts with the USMS that expire in September 2023 and September 2025. The facility with the contract expiring in September 2023 services a substantial number of USMS detainees that the Company believes will be challenging to replace, and the Company intends to work with the USMS to enable it to continue to fulfill its mission. However, the Company can provide no assurance that this contract will be renewed or replaced upon expiration. It is too early to predict the outcome of the expiration of the contract scheduled to expire in September 2025, and future developments could occur prior to the scheduled expiration date . Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC applicable to financial statements beginning January 1, 2023 or later did not, or are not expected to, have a material effect on the Company's results of operations or financial position. Fair Value of Financial Instruments To meet the reporting requirements of Accounting Standards Codification ("ASC") 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At March 31, 2023 and December 31, 2022, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands): March 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,804 $ 3,126 $ 2,741 $ 3,076 Debt $ ( 1,118,356 ) $ ( 1,088,145 ) $ ( 1,264,522 ) $ ( 1,247,201 ) |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2023 | |
GOODWILL | 3. GOODWILL ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment", establishes accounting and reporting requirements for goodwill and other intangible assets. Goodwill was $ 4.8 million as of March 31, 2023 and December 31, 2022, all of which was related to the Company's CoreCivic Safety segment. CoreCivic performs its impairment tests during the fourth quarter in connection with its annual budgeting process, and whenever circumstances indicate the carrying value of goodwill may not be recoverable. Under the provisions of ASU 2017-04, CoreCivic performs a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a quantitative impairment test. If a quantitative test is required, CoreCivic performs an assessment to identify the existence of impairment and to measure the excess of a reporting unit's carrying amount over its fair value by using a combination of various common valuation techniques, including market multiples and discounted cash flows under valuation methodologies that include an income approach and a market approach. The income valuation approach includes certain significant assumptions impacting projected future cash flows, such as projected revenue, projected operating costs, and the weighted average cost of capital, which are affected by expectations about future market or economic conditions. These impairment tests are required to be performed at least annually. |
REAL ESTATE TRANSACTIONS
REAL ESTATE TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
REAL ESTATE TRANSACTIONS | 4. REAL ESTATE TRANSACTIONS Assets Held For Sale and Dispositions During the third quarter of 2022, CoreCivic began marketing for sale its Roth Hall Residential Reentry Center and the Walker Hall Residential Reentry Center, both of which are located in Philadelphia, Pennsylvania and reported in CoreCivic's Properties segment. A purchase and sale agreement for these two Philadelphia properties was executed in March 2023 and the properties were sold on May 2, 2023, generating net sales proceeds of $ 5.8 million, which approximated the Company's carrying value of the properties. As of March 31, 2023, CoreCivic was also marketing for sale a residential reentry center in Denver, Colorado with a carrying value of $ 1.2 million, which is reported in CoreCivic's Community segment and was also classified as held for sale as of March 31, 2023. On July 25, 2022, CoreCivic entered into a Purchase and Sale Agreement with the Georgia Building Authority for the sale of CoreCivic's McRae Correctional Facility located in McRae, Georgia, and reported in CoreCivic's Safety segment, for a gross sales price of $ 130.0 million. The sale of the McRae facility was completed on August 9, 2022. The sale generated net proceeds of $ 129.7 million, resulting in a gain on sale of $ 77.5 million after transaction costs, which was reported in the third quarter of 2022. CoreCivic had a management contract with the Federal Bureau of Prisons ("BOP") at the McRae facility, which expired on November 30, 2022 and was not renewed. In connection with the sale, CoreCivic and the Georgia Building Authority entered into an agreement to lease the McRae Correctional Facility to CoreCivic through November 30, 2022 to allow the Company to fulfill its obligations to the BOP. In addition, during the full year 2022, CoreCivic completed the sales of an idled residential reentry center in Oklahoma and reported in CoreCivic's Community segment, two community corrections facilities leased to government agencies in California and reported in CoreCivic's Properties segment, and two undeveloped parcels of land. The sales of these five properties generated aggregate net sales proceeds of $ 18.1 million, resulting in an aggregate net gain on sale of $ 7.6 million after transaction costs. Pursuant to the agreement to sell the Oklahoma property, in the third quarter of 2022, CoreCivic recognized an impairment charge of $ 3.5 million associated with the facility, based on its fair value less costs to sell. Idle Facilities As of March 31, 2023 , CoreCivic had seven idled CoreCivic Safety correctional facilities that are currently available and being actively marketed as solutions to meet the needs of potential customers. The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CoreCivic owns without significant cost (dollars in thousands): Net Carrying Values Design March 31, December 31, Facility Capacity 2023 2022 Prairie Correctional Facility 1,600 $ 13,927 $ 14,165 Huerfano County Correctional Center 752 14,665 14,580 Diamondback Correctional Facility 2,160 35,137 35,587 Marion Adjustment Center 826 10,224 10,326 Kit Carson Correctional Center 1,488 48,999 49,444 West Tennessee Detention Facility 600 19,329 19,581 Midwest Regional Reception Center 1,033 51,394 51,938 8,459 $ 193,675 $ 195,621 As of March 31, 2023 , CoreCivic also had one idled non-core facility in its Safety segment containing 240 beds with a net book value of $ 2.9 million , and two idled facilities in its Community segment, containing an aggregate of 450 beds with an aggregate net book value of $ 3.5 million , one of which is a community facility located in Denver, Colorado, classified as held for sale, as previously described herein. CoreCivic incurred operating expenses at these idled facilities of approximately $ 2.9 million and $ 1.9 million during the period they were idle for the three months ended March 31, 2023 and 2022 , respectively. The amount for the three months ended March 31, 2022 excludes $ 3.5 million of operating expenses incurred at the West Tennessee Detention Facility and the Midwest Regional Reception Center. The West Tennessee facility was idled upon the expiration of a USMS contract on September 30, 2021, and the Midwest Regional Reception Center was idled upon the expiration of a USMS contract on December 31, 2021. CoreCivic retained a certain staffing level at both facilities through the first three months of 2022 in order to quickly respond in the event the Company was able to enter into new contracts with government agencies promptly following the contract expirations. The Company also continued to incur expenses related to transportation services provided by staff at the Midwest Regional Reception Center during the first three months of 2022. On December 6, 2022, the Company received notice from the California Department of Corrections and Rehabilitation ("CDCR") of its intent to terminate the lease agreement for the Company's California City Correctional Center by March 31, 2024, due to the state's declining inmate population. The lease agreement is fully funded through the state of California's current fiscal year ending June 30, 2023. Funding for the lease of the facility for the 2024 fiscal year, beginning July 1, 2023, will be determined in the California legislature in the first half of 2023 as part of the annual budget process. As part of this process, the Company has engaged with the state of California regarding the continued utilization of the California City facility by the CDCR. However, the Company can provide no assurance that it will be successful in reaching an agreement for the utilization of the facility beyond June 30, 2023. The Company has also begun marketing the facility to other potential customers. The Company estimated undiscounted cash flows for each facility with an impairment indicator, including the idle facilities described above. The Company's estimated undiscounted cash flows reflect the Company’s most recent expectations around potential utilization and/or sale of the facilities and projected cash flows based on historical cash flows, cash flows of comparable facilities, and recent contract negotiations for utilization, as applicable. The Company concluded that the estimated undiscounted cash flows exceeded carrying values for each facility as of March 31, 2023 and December 31, 2022. CoreCivic evaluates on a quarterly basis market developments for the potential utilization of each of its idle properties in order to identify events that may cause CoreCivic to reconsider its assumptions with respect to the recoverability of book values as compared to undiscounted cash flows. CoreCivic considers the cancellation of a contract in its Safety or Community segment or an expiration and non-renewal of a lease agreement in its CoreCivic Properties segment as indicators of impairment and tests each of the idled properties for impairment when it was notified by the respective customers or tenants that they would no longer be utilizing such property. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2023 | |
DEBT | 5. DEBT Debt outstanding as of March 31, 2023 and December 31, 2022 consisted of the following (in thousands): March 31, December 31, 2023 2022 Revolving Credit Facility maturing May 2026 . Interest payable . The rate at March 31, 2023 7.9 %. $ 10,000 $ — Term Loan A maturing May 2026 . Interest payable periodically . The rate at March 31, 2023 and 8.0 % and 7.5 %, respectively. Unamortized 1.3 million and $ 1.4 million at 95,000 96,250 4.625 % Senior Notes. The 4.625% Senior Notes were redeemed February 1, 2023 , as further described below. — 153,754 4.75 % Senior Notes maturing October 2027 . Unamortized debt 1.8 million and $ 1.9 million at 250,000 250,000 8.25 % Senior Notes maturing April 2026 . Unamortized debt 8.0 million and $ 8.7 million at 614,113 614,113 4.43 % Lansing Correctional Facility Non-Recourse Mortgage Note January 2040 . Unamortized debt issuance costs 2.7 million and $ 2.8 million at March 31, 2023 and 149,243 150,405 Total debt 1,118,356 1,264,522 Unamortized debt issuance costs ( 13,804 ) ( 14,763 ) Net unamortized original issue premium 577 624 Current portion of long-term debt ( 12,506 ) ( 165,525 ) Long-term debt, net $ 1,092,623 $ 1,084,858 Bank Credit Facility. On May 12, 2022, CoreCivic entered into a Third Amended and Restated Credit Agreement (referred to herein as the "Bank Credit Facility") in an aggregate principal amount of $ 350.0 million, consisting of a $ 100.0 million term loan (the "Term Loan A") and a revolving credit facility with a borrowing capacity of $ 250.0 million (the "Revolving Credit Facility"). The Bank Credit Facility has a maturity of May 2026 . The Bank Credit Facility includes an option to increase the availability under the Revolving Credit Facility and to request term loans from the lenders in an aggregate amount not to exceed the greater of (a) $ 200.0 million and (b) 50 % of consolidated EBITDA for the most recently ended four-quarter period, subject to, among other things, the receipt of commitments for the increased amount. At CoreCivic's option, interest on outstanding borrowings under the Bank Credit Facility is based on either a base rate plus a margin ranging from 1.75 % to 3.5 %, or at the Bloomberg Short-Term Bank Yield Index ("BSBY") rate plus a margin ranging from 2.75 % to 4.5 % based on the Company’s then-current total leverage ratio. The Revolving Credit Facility includes a $ 25.0 million sublimit for swing line loans that enables CoreCivic to borrow at the base rate from the Administrative Agent on same-day notice. Based on CoreCivic's total leverage ratio, loans under the Bank Credit Facility currently bear interest at a base rate plus a margin of 2.25 % or at the BSBY rate plus a margin of 3.25 %, and a commitment fee equal to 0.45 % of the unfunded balance of the Revolving Credit Facility. The Revolving Credit Facility also has a $ 100.0 million sublimit for the issuance of standby letters of credit. As of March 31, 2023 , CoreCivic had $ 10.0 million of borrowings outstanding under the Revolving Credit Facility. As of March 31, 2023, CoreCivic had $ 17.4 million in letters of credit outstanding resulting in $ 222.6 million available under the Revolving Credit Facility. The Term Loan A requires scheduled quarterly principal payments through December 2025, and is pre-payable without penalty. As of March 31, 2023, the outstanding balance of the Term Loan A was $ 95.0 million . The Bank Credit Facility requires CoreCivic to meet certain financial covenants, including, without limitation, a total leverage ratio of not more than 4.50 to 1.00 for which the Company may net unrestricted cash and cash equivalents not exceeding $ 100.0 million when calculating, a secured leverage ratio of not more than 2.50 to 1.00 for which the Company may net unrestricted cash and cash equivalents not exceeding $ 100.0 million when calculating, and a fixed charge coverage ratio of not less than 1.75 to 1.00. As of March 31, 2023, CoreCivic was in compliance with all such covenants. The Bank Credit Facility is secured by a pledge of all of the capital stock (or other ownership interests) of CoreCivic's domestic restricted subsidiaries, 65 % of the capital stock (or other ownership interests) of CoreCivic's "first-tier" foreign subsidiaries, all of the accounts receivable of the Company and its domestic restricted subsidiaries, and substantially all of the deposit accounts of the Company and its domestic restricted subsidiaries. In the event that (a) the consolidated total leverage equals or exceeds 4.00 to 1.00 or (b) the Company incurs certain debt above a specified threshold, certain intangible assets and unencumbered real estate assets that meet a 50 % loan-to-value requirement are required to be added as collateral. In addition, the Bank Credit Facility contains certain covenants that, among other things, limit the incurrence of additional indebtedness, payment of dividends and other customary restricted payments, permitted investments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements. The Bank Credit Facility is subject to certain cross-default provisions with terms of CoreCivic's other unsecured indebtedness and is subject to acceleration upon the occurrence of a change of control. Senior Notes . Interest on the $ 250.0 million aggregate principal amount of CoreCivic's 4.75 % senior notes issued in October 2017 (the " 4.75 % Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 4.75 % Senior Notes are scheduled to mature on October 15, 2027 . Interest on the $ 614.1 million remaining aggregate principal amount of CoreCivic's 8.25 % senior notes issued in April and September 2021 with an original principal amount of $ 675.0 million (the " 8.25 % Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 8.25 % Senior Notes are scheduled to mature on April 15, 2026 . The 4.75 % Senior Notes and the 8.25 % Senior Notes are senior unsecured obligations of the Company and are guaranteed by all of the Company's existing and future subsidiaries that guarantee the Bank Credit Facility. CoreCivic may redeem all or part of the 4.75 % Senior Notes at any time prior to three months before their maturity date at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the 4.75 % Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price equal to 100 % of the aggregate principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The Company may redeem all or part of the 8.25 % Senior Notes at any time prior to April 15, 2024, in whole or in part, at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the 8.25% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 104.125 % beginning on April 15, 2024 and 100 % beginning on April 15, 2025 , plus, in each such case, accrued and unpaid interest thereon to, but not including, the redemption date. On December 22, 2022, CoreCivic delivered an irrevocable notice to the holders of CoreCivic's 4.625 % senior notes issued in April 2013 with an original principal amount of $ 350.0 million (the " 4.625 % Senior Notes") that the Company elected to redeem in full the 4.625 % Senior Notes that remained outstanding on February 1, 2023. During 2021 and 2022, CoreCivic purchased $ 196.2 million of the 4.625 % Senior Notes through privately negotiated transactions and open market purchases. The 4.625 % Senior Notes were redeemed on February 1, 2023 at a redemption price equal to 100 % of the principal amount of the outstanding 4.625 % Senior Notes, which amounted to $ 153.8 million, plus accrued and unpaid interest to, but not including, the redemption date. The Company used a combination of cash on hand and available capacity under its Revolving Credit Facility to fund the redemption. Lansing Correctional Facility Non-Recourse Mortgage Note. On April 20, 2018, CoreCivic of Kansas, LLC (the "Issuer"), a wholly-owned unrestricted subsidiary of the Company, priced $ 159.5 million in aggregate principal amount of non-recourse senior secured notes of the Issuer (the "Kansas Notes"), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The Kansas Notes have a yield to maturity of 4.43 % and are scheduled to mature in January 2040 , 20 years following completion of the project, which occurred in January 2020 . Principal and interest on the Kansas Notes are payable in quarterly payments, which began in July 2020 and continue until maturity. CoreCivic may redeem all or part of the Kansas Notes at any time upon written notice of not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, with a "make-whole" amount, together with interest on the Kansas Notes accrued to, but not including, the redemption date. Because the Issuer has been designated as an unrestricted subsidiary of the Company under terms of the Company's Bank Credit Facility, the issuance and service of the Kansas Notes, and the revenues and expenses associated with the facility lease, do not impact the financial covenants associated with the Company's Bank Credit Facility. As of March 31, 2023, the outstanding balance of the Kansas Notes was $ 149.2 million . Debt Maturities. Scheduled principal payments as of March 31, 2023 for the remainder of 2023, the next five years, and thereafter were as follows (in thousands): 2023 (remainder) $ 9,359 2024 14,722 2025 17,698 2026 698,563 2027 256,855 2028 7,370 Thereafter 113,789 Total debt $ 1,118,356 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS' EQUITY Share Repurchase Program On May 12, 2022, the Board of Directors ("BOD") approved a share repurchase program to repurchase up to $ 150.0 million of the Company's common stock. On August 2, 2022, the BOD increased the authorization to repurchase under the share repurchase program by up to an additional $ 75.0 million of the Company's common stock, or a total aggregate authorized amount to repurchase up to $ 225.0 million of the Company's common stock. Repurchases of the Company's outstanding common stock will be made in accordance with applicable securities laws and may be made at the Company's discretion based on parameters set by the BOD from time to time in the open market, through privately negotiated transactions, or otherwise. The share repurchase program has no time limit and does not obligate the Company to purchase any particular amount of its common stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the BOD in its discretion at any time. During the three months ended March 31, 2023 and the twelve months ended December 31, 2022, the Company completed the repurchase of 2.5 million and 6.6 million shares, respectively, at a total cost of $ 24.9 million and $ 74.5 million, respectively, excluding costs associated with the share repurchase program. The Company has utilized cash on hand and net cash provided by operations to fund the repurchases. Restricted Stock Units During the first three months of 2023, CoreCivic issued approximately 1.9 million restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of $ 22.0 million , including 1.7 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.2 million RSUs to employees whose compensation is charged to operating expense. During 2022, CoreCivic issued approximately 2.1 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $ 21.5 million, including 1.9 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.2 million RSUs to employees whose compensation is charged to operating expense. CoreCivic has established performance-based vesting conditions on a portion of the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria. The RSUs awarded to officers and executive officers in 2021, 2022 and 2023 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2021, 2022, and 2023 for the 2021 awards, December 31, 2022, 2023, and 2024 for the 2022 awards, and December 31, 2023, 2024, and 2025 for the 2023 awards, and which can be increased up to 150 % or decreased to 0 % based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80 % to 120 % based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2024 and 2025 have not yet been established, the values of the third RSU increment of the 2022 awards and of the second and third increments of the 2023 awards for financial reporting purposes will not be determined until such criteria are established. Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. RSUs issued to non-employee directors generally vest one year from the date of award. As of March 31, 2023, approximately 3.9 million RSUs remained outstanding and subject to vesting. During the three months ended March 31, 2023, CoreCivic expensed $ 4.9 million, net of forfeitures, relating to RSUs ($ 0.5 million of which was recorded in operating expenses and $ 4.4 million of which was recorded in general and administrative expenses). During the three months ended March 31, 2022, CoreCivic expensed $ 5.3 million, net of forfeitures, relating to RSUs ($ 0.4 million of which was recorded in operating expenses and $ 4.9 million of which was recorded in general and administrative expenses). |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
EARNINGS PER SHARE | 7. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted stock-based awards and stock options. A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data): For the Three Months Ended 2023 2022 NUMERATOR Basic: Net income $ 12,400 $ 19,003 Diluted: Net income $ 12,400 $ 19,003 DENOMINATOR Basic: Weighted average common shares outstanding 114,533 120,796 Diluted: Weighted average common shares outstanding 114,533 120,796 Effect of dilutive securities: Restricted stock-based awards 937 624 Weighted average shares and assumed conversions 115,470 121,420 BASIC EARNINGS PER SHARE $ 0.11 $ 0.16 DILUTED EARNINGS PER SHARE $ 0.11 $ 0.16 Approximately 0.3 million stock options were excluded from the computation of diluted earnings per share for the three months ended March 31, 2022 because they were anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Legal Proceedings The nature of CoreCivic's business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, offenders or others. The nature of such claims includes, but is not limited to, claims arising from employee or offender misconduct, medical malpractice, employment matters, property loss, contractual claims, including claims regarding compliance with contract performance requirements, and personal injury or other damages resulting from contact with CoreCivic's facilities, personnel or offenders, including damages arising from an offender's escape or from a disturbance at a facility. CoreCivic maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CoreCivic is subject to substantial self-insurance risk. Based upon management's review of the potential claims and outstanding litigation, and based upon management's experience and history of estimating losses, and taking into consideration CoreCivic's self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CoreCivic's financial statements. Adversarial proceedings and litigation are, however, subject to inherent uncertainties, and unfavorable decisions and rulings resulting from legal proceedings could occur which could have a material impact on CoreCivic's consolidated financial position, results of operations, or cash flows for the period in which such decisions or rulings occur, or future periods. Expenses associated with legal proceedings may also fluctuate from quarter to quarter based on changes in CoreCivic's assumptions, new developments, or by the effectiveness of CoreCivic's litigation and settlement strategies. CoreCivic records a liability in the consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable and the amount of payment can be determined. CoreCivic does not accrue for anticipated legal fees and costs and expenses those items as incurred. ICE Detainee Labor and Related Matters. On May 31, 2017, two former ICE detainees, who were detained at the Company's Otay Mesa Detention Center ("OMDC") in San Diego, California, filed a class action lawsuit against the Company in the United States District Court for the Southern District of California. The complaint alleged that the Company forces detainees to perform labor under threat of punishment in violation of state and federal anti-trafficking laws and that OMDC's Voluntary Work Program ("VWP") violates state labor laws including state minimum wage law. ICE requires that CoreCivic offer and operate the VWP in conformance with ICE standards and ICE prescribes the minimum rate of pay for VWP participants. The Plaintiffs seek compensatory damages, exemplary damages, restitution, penalties, and interest as well as declaratory and injunctive relief on behalf of former and current detainees. On April 1, 2020, the district court certified a nationwide anti-trafficking claims class of former and current detainees at all CoreCivic ICE detention facilities. It also certified a state law class of former and current detainees at the Company's ICE detention facilities in California. The court did not certify any claims for injunctive or declaratory relief. On March 10, 2021, the Ninth Circuit Court of Appeals granted CoreCivic's petition to appeal the class certification ruling. On June 3, 2022, a three-judge panel of the Ninth Circuit affirmed the class certification ruling. Following the three-judge panel affirmance, the Company petitioned the Ninth Circuit for a discretionary appellate review, which was denied. On January 3, 2023, the Ninth Circuit Court granted the Company's motion to stay its mandate during the pendency of the Company's petition for Supreme Court review . Since this case was filed, four similar lawsuits have been filed. A second California lawsuit concerning the Otay Mesa facility has been stayed pending the outcome of class proceedings in the first California case discussed above. A Maryland case was dismissed on September 27, 2019, and the dismissal was affirmed on appeal. Two suits filed in Georgia and Texas do not allege minimum wage violations. The Texas case was voluntarily dismissed on March 14, 2022. The Georgia case is on appeal in the Eleventh Circuit following the District Court's decision not to certify any classes. The Company disputes these allegations and intends to take all necessary steps to vigorously defend itself against all claims. Due to the stage of this proceeding, the Company cannot reasonably predict the outcome, nor can it estimate the amount of loss or range of loss, if any, that may result. As a result, the Company has not recorded an accrual relating to this matter at this time, as losses are not considered probable or reasonably estimable at this stage of these lawsuits. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
INCOME TAXES | 9. INCOME TAXES Income taxes are accounted for under the provisions of ASC 740, "Income Taxes". ASC 740 generally requires CoreCivic to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CoreCivic's past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. CoreCivic recorded an income tax expense of $ 8.1 million and $ 6.6 million for the three months ended March 31, 2023 and 2022 , respectively. Income tax expense for the three months ended March 31, 2023 included an increase to income tax expense of $ 2.3 million for the revaluation of net deferred tax liabilities associated with a change in the Company's corporate tax structure. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act, among other things, includes provisions relating to the deferral of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also incentivized companies to retain employees through an Employee Retention Credit ("ERC"). The ERC compensates employers for wages of employees that were retained and could not perform their job duties at 100% capacity as a result of COVID-19 pandemic restrictions. In December 2020, the Consolidated Appropriations Act provided additional funding for the ERC with expanded benefits through June 30, 2021. During the fourth quarter of 2022, the Company recorded an ERC of $ 7.0 million which offset operating expenses. The impact of the credit was reduced by $ 1.8 million of federal income tax expense. The Inflation Reduction Act of 2022 (the "Inflation Reduction Act") was signed into law on August 16, 2022. Among other provisions, such act creates an excise tax of 1 % on the fair value of net stock repurchases in excess of share issuances made by publicly traded U.S. corporations, effective for repurchases after December 31, 2022. The impact of this excise tax on the Company’s financial position, and/or liquidity, in future periods, will vary based on the level of net stock repurchases in excess of share issuances made by the Company in a given year. The Company has concluded that the excise tax associated with stock repurchases is properly recognized as a component of equity given that it is a direct cost associated with the repurchase of common stock. The excise tax recognized during the first quarter of 2023 was estimated to be $ 0.1 million associated with the repurchase of 2.5 million shares during the first quarter of 2023, net of the shares issued during the same period for restricted stock plans as permitted by the issuance offset rule under the Inflation Reduction Act. Income Tax Contingencies ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. CoreCivic had no liabilities recorded for uncertain tax positions as of March 31, 2023 and December 31, 2022. CoreCivic recognizes interest and penalties related to unrecognized tax positions in income tax expense. CoreCivic does not currently anticipate that the total amount of unrecognized tax positions will significantly change in the next twelve months. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2023 | |
SEGMENT REPORTING | 10. SEGMENT REPORTING As of March 31, 2023, CoreCivic operated 44 correctional and detention facilities, 40 of which the Company owned. In addition, CoreCivic owned and operated 23 residential reentry centers and owned 8 properties leased to government agencies. Management views CoreCivic's operating results in three operating segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties. CoreCivic Safety includes the operating results of those correctional and detention facilities placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic, as well as those correctional and detention facilities owned by a third party and managed by CoreCivic. CoreCivic Safety also includes the operating results of TransCor America, LLC, a subsidiary of the Company that provides transportation services to governmental agencies. CoreCivic Community includes the operating results of those residential reentry centers placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic. CoreCivic Community also includes the operating results of the Company's electronic monitoring and case management services. CoreCivic Properties includes the operating results of those properties leased to government agencies. The operating performance of the three segments can be measured based on their net operating income. CoreCivic defines facility net operating income as a facility's revenues less operating expenses. The revenue and facility net operating income for each of the three segments and a reconciliation to CoreCivic's income before income taxes is as follows for the three months ended March 31, 2023 and 2022 (in thousands): For the Three Months Ended 2023 2022 Revenue: Safety $ 417,650 $ 414,248 Community 26,414 24,115 Properties 13,837 14,591 Total segment revenue 457,901 452,954 Operating expenses: Safety 328,398 321,021 Community 22,715 20,227 Properties 3,361 3,282 Total segment operating expenses 354,474 344,530 Facility net operating income: Safety 89,252 93,227 Community 3,699 3,888 Properties 10,476 11,309 Total facility net operating income 103,427 108,424 Other revenue (expense): Other revenue 101 34 Other operating expense ( 63 ) ( 99 ) General and administrative ( 32,679 ) ( 31,101 ) Depreciation and amortization ( 31,042 ) ( 32,028 ) Interest expense, net ( 19,151 ) ( 22,920 ) Gain on sale of real estate assets, net — 2,261 Other income (expense) ( 47 ) 1,042 Income before income taxes $ 20,546 $ 25,613 The following table summarizes capital expenditures including accrued amounts for the three months ended March 31, 2023 and 2022 (in thousands): For the Three Months Ended 2023 2022 Capital expenditures: Safety $ 3,569 $ 14,327 Community 414 272 Properties 48 — Corporate and other 2,192 1,016 Total capital expenditures $ 6,223 $ 15,615 The total assets are as follows (in thousands): March 31, 2023 December 31, 2022 Assets: Safety $ 2,344,037 $ 2,433,126 Community 216,632 216,303 Properties 358,304 362,908 Corporate and other 136,429 232,432 Total Assets $ 3,055,402 $ 3,244,769 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS On April 25, 2023, the Company announced that it received notice from the Oklahoma Department of Corrections ("ODC") of its intent to terminate the lease agreement for the company-owned 2,400 -bed North Fork Correctional Facility upon the lease expiration on June 30, 2023 . Rental revenue generated from the ODC at the North Fork facility was $ 3.1 million and $ 12.2 million for the three and twelve months ended March 31, 2023 and December 31, 2022, respectively. Facility net operating income at this facility was $ 2.3 million and $ 9.3 million for the three and twelve months ended March 31, 2023 and December 31, 2022, respectively. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties | Risks and Uncertainties On January 26, 2021, President Biden issued the Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities ("Private Prison EO"). The Private Prison EO directs the Attorney General to not renew United States Department of Justice ("DOJ") contracts with privately operated criminal detention facilities. The United States Marshals Service ("USMS") is an agency of the DOJ that utilizes CoreCivic's facilities and services, and accounted for 22 % of CoreCivic's total revenue for the year ended December 31, 2022. Another federal agency that utilizes CoreCivic's facilities and services, U.S. Immigration and Customs Enforcement ("ICE"), is not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security ("DHS"), not the DOJ, although it is possible that the federal government could choose to take similar action on ICE facilities in the future. CoreCivic currently has two detention facilities that have direct contracts with the USMS that expire in September 2023 and September 2025. The facility with the contract expiring in September 2023 services a substantial number of USMS detainees that the Company believes will be challenging to replace, and the Company intends to work with the USMS to enable it to continue to fulfill its mission. However, the Company can provide no assurance that this contract will be renewed or replaced upon expiration. It is too early to predict the outcome of the expiration of the contract scheduled to expire in September 2025, and future developments could occur prior to the scheduled expiration date . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC applicable to financial statements beginning January 1, 2023 or later did not, or are not expected to, have a material effect on the Company's results of operations or financial position. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments To meet the reporting requirements of Accounting Standards Codification ("ASC") 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At March 31, 2023 and December 31, 2022, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands): March 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,804 $ 3,126 $ 2,741 $ 3,076 Debt $ ( 1,118,356 ) $ ( 1,088,145 ) $ ( 1,264,522 ) $ ( 1,247,201 ) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value | At March 31, 2023 and December 31, 2022, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands): March 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,804 $ 3,126 $ 2,741 $ 3,076 Debt $ ( 1,118,356 ) $ ( 1,088,145 ) $ ( 1,264,522 ) $ ( 1,247,201 ) |
REAL ESTATE TRANSACTIONS (Table
REAL ESTATE TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Idled Facilities and Respective Carrying Values | The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CoreCivic owns without significant cost (dollars in thousands): Net Carrying Values Design March 31, December 31, Facility Capacity 2023 2022 Prairie Correctional Facility 1,600 $ 13,927 $ 14,165 Huerfano County Correctional Center 752 14,665 14,580 Diamondback Correctional Facility 2,160 35,137 35,587 Marion Adjustment Center 826 10,224 10,326 Kit Carson Correctional Center 1,488 48,999 49,444 West Tennessee Detention Facility 600 19,329 19,581 Midwest Regional Reception Center 1,033 51,394 51,938 8,459 $ 193,675 $ 195,621 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of Debt Outstanding | Debt outstanding as of March 31, 2023 and December 31, 2022 consisted of the following (in thousands): March 31, December 31, 2023 2022 Revolving Credit Facility maturing May 2026 . Interest payable . The rate at March 31, 2023 7.9 %. $ 10,000 $ — Term Loan A maturing May 2026 . Interest payable periodically . The rate at March 31, 2023 and 8.0 % and 7.5 %, respectively. Unamortized 1.3 million and $ 1.4 million at 95,000 96,250 4.625 % Senior Notes. The 4.625% Senior Notes were redeemed February 1, 2023 , as further described below. — 153,754 4.75 % Senior Notes maturing October 2027 . Unamortized debt 1.8 million and $ 1.9 million at 250,000 250,000 8.25 % Senior Notes maturing April 2026 . Unamortized debt 8.0 million and $ 8.7 million at 614,113 614,113 4.43 % Lansing Correctional Facility Non-Recourse Mortgage Note January 2040 . Unamortized debt issuance costs 2.7 million and $ 2.8 million at March 31, 2023 and 149,243 150,405 Total debt 1,118,356 1,264,522 Unamortized debt issuance costs ( 13,804 ) ( 14,763 ) Net unamortized original issue premium 577 624 Current portion of long-term debt ( 12,506 ) ( 165,525 ) Long-term debt, net $ 1,092,623 $ 1,084,858 |
Schedule of Principal Payments | Scheduled principal payments as of March 31, 2023 for the remainder of 2023, the next five years, and thereafter were as follows (in thousands): 2023 (remainder) $ 9,359 2024 14,722 2025 17,698 2026 698,563 2027 256,855 2028 7,370 Thereafter 113,789 Total debt $ 1,118,356 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data): For the Three Months Ended 2023 2022 NUMERATOR Basic: Net income $ 12,400 $ 19,003 Diluted: Net income $ 12,400 $ 19,003 DENOMINATOR Basic: Weighted average common shares outstanding 114,533 120,796 Diluted: Weighted average common shares outstanding 114,533 120,796 Effect of dilutive securities: Restricted stock-based awards 937 624 Weighted average shares and assumed conversions 115,470 121,420 BASIC EARNINGS PER SHARE $ 0.11 $ 0.16 DILUTED EARNINGS PER SHARE $ 0.11 $ 0.16 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of Revenue and Facility Net Operating Income for Each of the Three Segments and a Reconciliation to CoreCivic's Operating Income Before Income Taxes | The revenue and facility net operating income for each of the three segments and a reconciliation to CoreCivic's income before income taxes is as follows for the three months ended March 31, 2023 and 2022 (in thousands): For the Three Months Ended 2023 2022 Revenue: Safety $ 417,650 $ 414,248 Community 26,414 24,115 Properties 13,837 14,591 Total segment revenue 457,901 452,954 Operating expenses: Safety 328,398 321,021 Community 22,715 20,227 Properties 3,361 3,282 Total segment operating expenses 354,474 344,530 Facility net operating income: Safety 89,252 93,227 Community 3,699 3,888 Properties 10,476 11,309 Total facility net operating income 103,427 108,424 Other revenue (expense): Other revenue 101 34 Other operating expense ( 63 ) ( 99 ) General and administrative ( 32,679 ) ( 31,101 ) Depreciation and amortization ( 31,042 ) ( 32,028 ) Interest expense, net ( 19,151 ) ( 22,920 ) Gain on sale of real estate assets, net — 2,261 Other income (expense) ( 47 ) 1,042 Income before income taxes $ 20,546 $ 25,613 |
Summary of Capital Expenditures Including Accrued Amounts | The following table summarizes capital expenditures including accrued amounts for the three months ended March 31, 2023 and 2022 (in thousands): For the Three Months Ended 2023 2022 Capital expenditures: Safety $ 3,569 $ 14,327 Community 414 272 Properties 48 — Corporate and other 2,192 1,016 Total capital expenditures $ 6,223 $ 15,615 |
Schedule of Total Assets | The total assets are as follows (in thousands): March 31, 2023 December 31, 2022 Assets: Safety $ 2,344,037 $ 2,433,126 Community 216,632 216,303 Properties 358,304 362,908 Corporate and other 136,429 232,432 Total Assets $ 3,055,402 $ 3,244,769 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) ft² in Millions | 3 Months Ended |
Mar. 31, 2023 ft² Property Facility Segment Bed | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of Operating segments | Segment | 3 |
CoreCivic Safety | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of facilities operated by the company | 44 |
Number of facilities owned by the company | 40 |
Number of beds at the facility | Bed | 66,000 |
CoreCivic Community | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of centers owned and operated by company | 23 |
Number of beds at the center | Bed | 5,000 |
CoreCivic Properties | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of properties for lease to third parties and used by government agencies | Property | 8 |
Number of square feet | ft² | 1.8 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
United States Marshals Service | Sales Revenue, Net | Government Contracts Concentration Risk | |
Percentage of revenues generated from government management contracts | 22% |
Schedule of Financial Instrumen
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Note receivable from Agecroft Prison Management, LTD, Carrying Amount | $ 2,804 | $ 2,741 |
Debt, Carrying Amount | (1,118,356) | (1,264,522) |
Note receivable from Agecroft Prison Management, LTD, Fair Value | 3,126 | 3,076 |
Debt, Fair Value | $ (1,088,145) | $ (1,247,201) |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Goodwill | $ 4,844 | $ 4,844 |
CoreCivic Safety | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Goodwill | $ 4,800 | $ 4,800 |
Real Estate Transactions - Addi
Real Estate Transactions - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jul. 25, 2022 USD ($) | Mar. 31, 2023 USD ($) Bed Facility | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) Facility | May 02, 2023 USD ($) | |
Facility Activations Developments And Closures [Line Items] | ||||||
Net proceeds from sale of assets | $ 59 | $ 9,316 | ||||
Gain on sale of properties | $ 7,600 | |||||
Net proceeds after the repayment of debt | $ 18,100 | |||||
Asset impairments | $ 3,500 | |||||
Number of properties sold | Facility | 5 | |||||
Operating Costs And Expenses | $ 354,537 | 344,629 | ||||
Idled Correctional Facilities | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of facility | Facility | 7 | |||||
Idle Facilities | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Operating Costs And Expenses | $ 2,900 | 1,900 | ||||
Idle Facilities | West Tennessee Detention Facility And the Midwest Regional Reception Center [Member] | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Operating Costs And Expenses | $ 3,500 | |||||
Roth Hall Residential Reentry Center and the Walker Hall Residential Reentry Center [Member] | Subsequent Event | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Net sales proceeds | $ 5,800 | |||||
Community | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of beds at the center | Bed | 5,000 | |||||
Community | Idle Facilities | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of facility | Facility | 2 | |||||
Number of beds at the facility | Bed | 450 | |||||
Net carrying value | $ 3,500 | |||||
Safety | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of beds at the facility | Bed | 66,000 | |||||
Safety | Idled Non-Core Facilities | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of facility | Facility | 1 | |||||
Number of beds at the facility | Bed | 240 | |||||
Net carrying value | $ 2,900 | |||||
Purchase & Sale Agreement | Safety | McRae Correctional Facility | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Gross sale price | $ 130,000 | |||||
Net proceeds from sale of assets | 129,700 | |||||
Gain on sale of properties | $ 77,500 | |||||
Assets Held for Sale/Community [Member] | Community | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Net book value of property and equipment | $ 1,200 |
Idled Facilities and Respective
Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) $ in Thousands | Mar. 31, 2023 USD ($) Bed | Dec. 31, 2022 USD ($) |
Prairie Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,600 | |
Net Carrying Value | $ | $ 13,927 | $ 14,165 |
Huerfano County Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 752 | |
Net Carrying Value | $ | $ 14,665 | 14,580 |
Diamondback Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 2,160 | |
Net Carrying Value | $ | $ 35,137 | 35,587 |
Marion Adjustment Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 826 | |
Net Carrying Value | $ | $ 10,224 | 10,326 |
Kit Carson Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,488 | |
Net Carrying Value | $ | $ 48,999 | 49,444 |
West Tennessee Detention Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 600 | |
Net Carrying Value | $ | $ 19,329 | 19,581 |
Midwest Regional Reception Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,033 | |
Net Carrying Value | $ | $ 51,394 | 51,938 |
Idle Facilities | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 8,459 | |
Net Carrying Value | $ | $ 193,675 | $ 195,621 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Feb. 01, 2023 | Dec. 31, 2022 | Oct. 31, 2017 | Apr. 30, 2013 |
Debt Instrument [Line Items] | |||||
Total debt | $ 1,118,356 | $ 1,264,522 | |||
Unamortized debt issuance costs | (13,804) | (14,763) | |||
Net unamortized original issue premium | 577 | 624 | |||
Current portion of long-term debt | (12,506) | (165,525) | |||
Long-term debt, net | 1,092,623 | 1,084,858 | |||
Revolving Credit Facility Due in May 2026 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 10,000 | 0 | |||
Term Loan A Due in May 2026 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 95,000 | 96,250 | |||
Unamortized debt issuance costs | (1,300) | (1,400) | |||
Senior Notes 4.625% Due 2023 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 0 | $ 153,800 | 153,754 | $ 350,000 | |
Senior Notes 4.75% Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 250,000 | 250,000 | $ 250,000 | ||
Unamortized debt issuance costs | (1,800) | (1,900) | |||
Senior Notes 8.25% Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 614,113 | 614,113 | |||
Unamortized debt issuance costs | (8,000) | (8,700) | |||
Lansing Correctional Facility Non-Recourse Mortgage Note 4.43% Due 2040 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 149,243 | 150,405 | |||
Unamortized debt issuance costs | $ (2,700) | $ (2,800) |
Schedule of Debt Outstanding (P
Schedule of Debt Outstanding (Parenthetical) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Apr. 30, 2021 | Oct. 31, 2017 | Mar. 31, 2023 | Feb. 01, 2023 | Dec. 31, 2022 | Apr. 14, 2021 | Apr. 30, 2013 | |
Debt Instrument [Line Items] | |||||||
Unamortized debt issuance costs | $ 13,804 | $ 14,763 | |||||
Term Loan A Due in May 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Interest payable dates | Interest payable periodically at variable interest rates | ||||||
Debt maturity date | May 31, 2026 | ||||||
Debt interest rate | 8% | 7.50% | |||||
Unamortized debt issuance costs | $ 1,300 | $ 1,400 | |||||
Senior Notes 4.625% Due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 4.625% | 4.625% | 4.625% | ||||
Debt redemption date | Feb. 01, 2023 | ||||||
Senior Notes 4.75% Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Debt maturity date | Oct. 15, 2027 | Oct. 31, 2027 | |||||
Unamortized debt issuance costs | $ 1,800 | $ 1,900 | |||||
Stated interest rate | 4.75% | 4.75% | |||||
Senior Notes 8.25% Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Debt maturity date | Apr. 15, 2026 | Apr. 30, 2026 | |||||
Unamortized debt issuance costs | $ 8,000 | 8,700 | |||||
Stated interest rate | 8.25% | 8.25% | 8.25% | ||||
Lansing Correctional Facility Non-Recourse Mortgage Note 4.43% Due 2040 | |||||||
Debt Instrument [Line Items] | |||||||
Debt maturity date | Jan. 31, 2040 | ||||||
Unamortized debt issuance costs | $ 2,700 | $ 2,800 | |||||
Stated interest rate | 4.43% | ||||||
Revolving Credit Facility | Revolving Credit Facility Due in May 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Revolving Credit Facility maturity date | May 31, 2026 | ||||||
Interest payable dates | Interest payable periodically at variable interest rates | ||||||
Revolving Credit Facility | Term Loan A Due in May 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 7.90% |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
May 12, 2022 | Apr. 20, 2018 | Apr. 30, 2021 | Oct. 31, 2017 | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 01, 2023 | Sep. 30, 2021 | Apr. 14, 2021 | Apr. 30, 2013 | |
Debt Instrument [Line Items] | ||||||||||
Borrowings outstanding under credit facility | $ 10,000 | |||||||||
Total debt | 1,118,356 | $ 1,264,522 | ||||||||
Debt Instrument outstanding balance | 1,118,356 | 1,264,522 | ||||||||
Non-Recourse Senior Secured Notes | Private Placement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument outstanding balance | 149,200 | |||||||||
Debt maturity date | Jan. 31, 2040 | |||||||||
Stated interest rate | 4.43% | |||||||||
Aggregate principal amount | $ 159,500 | |||||||||
Scheduled maturity term | 20 years | |||||||||
Expected project completion period | January 2020 | |||||||||
Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 350,000 | |||||||||
Debt maturity period | May 31, 2026 | |||||||||
Line of credit facility, aggregate principal amount of additional borrowing | $ 200,000 | |||||||||
Line of credit facility, Consolidated EBITDA | 50% | |||||||||
Credit Agreement | Term Loan A Due in May 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000 | |||||||||
Term Loan A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 95,000 | |||||||||
Senior Notes 4.625% Due 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument outstanding balance | 0 | $ 153,754 | $ 153,800 | $ 350,000 | ||||||
Stated interest rate | 4.625% | 4.625% | 4.625% | |||||||
Debt instrument redemption percentage of par | 100% | |||||||||
Debt instrument repurchase amount | $ 196,200 | |||||||||
Senior Notes 4.75% Due 2027 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument outstanding balance | $ 250,000 | $ 250,000 | 250,000 | |||||||
Debt maturity date | Oct. 15, 2027 | Oct. 31, 2027 | ||||||||
Stated interest rate | 4.75% | 4.75% | ||||||||
Debt instrument redemption percentage of par | 100% | |||||||||
Senior Notes 8.25% Due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument outstanding balance | $ 614,113 | $ 614,113 | ||||||||
Debt maturity date | Apr. 15, 2026 | Apr. 30, 2026 | ||||||||
Stated interest rate | 8.25% | 8.25% | 8.25% | |||||||
Aggregate principal amount | $ 614,100 | $ 675,000 | ||||||||
Senior Notes 8.25% Due 2026 | Redemption Beginning on April 15, 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument redemption percentage of par | 104.125% | |||||||||
Debt instrument redemption beginning period | Apr. 15, 2024 | |||||||||
Senior Notes 8.25% Due 2026 | Redemption Beginning on April 15, 2025 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument redemption percentage of par | 100% | |||||||||
Debt instrument redemption beginning period | Apr. 15, 2025 | |||||||||
Bank Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of capital stock of foreign subsidiary secured by pledge under Bank Credit Facility | 65% | |||||||||
Percentage of loan to value | 50% | |||||||||
Bank Credit Facility [Member] | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total leverage ratio | 4.50 | |||||||||
Net unrestricted cash and cash equivalents related to total leverage ratio | $ 100,000 | |||||||||
Secured leverage ratio | 2.50 | |||||||||
Net unrestricted cash and cash equivalents related to secured leverage ratio | $ 100,000 | |||||||||
Fixed charge coverage ratio | 1.75 | |||||||||
Consolidated total leverage ratio | 4 | |||||||||
Bank Credit Facility [Member] | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 2.25% | |||||||||
Bank Credit Facility [Member] | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 1.75% | |||||||||
Bank Credit Facility [Member] | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 3.50% | |||||||||
Bank Credit Facility [Member] | Bloomberg Short-Term Bank Yield Index (BSBY) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 3.25% | |||||||||
Bank Credit Facility [Member] | Bloomberg Short-Term Bank Yield Index (BSBY) | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 2.75% | |||||||||
Bank Credit Facility [Member] | Bloomberg Short-Term Bank Yield Index (BSBY) | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 4.50% | |||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Sublimit swing line loans | $ 25,000 | |||||||||
Percentage of commitment fee to unfunded balance | 0.45% | |||||||||
Line of credit facility, remaining borrowing capacity | $ 222,600 | |||||||||
Sublimit for issuance of standby letters of credit | 100,000 | |||||||||
Revolving Credit Facility letters of credit outstanding | $ 17,400 | |||||||||
Revolving Credit Facility | Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 250,000 |
Schedule of Principal Payments
Schedule of Principal Payments (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2023 (remainder) | $ 9,359 | |
2024 | 14,722 | |
2025 | 17,698 | |
2026 | 698,563 | |
2027 | 256,855 | |
2028 | 7,370 | |
Thereafter | 113,789 | |
Total debt | $ 1,118,356 | $ 1,264,522 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | |||
Aug. 02, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 12, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share repurchase program, authorized Amount | $ 150,000 | ||||
Number of shares repurchased under share repurchase program | 2.5 | 6.6 | |||
Cost of repurchase of shares | $ 29,832 | $ 5,144 | |||
Cost of repurchase of shares under share repurchase program | $ 24,900 | $ 74,500 | |||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share repurchase program, authorized Amount | $ 225,000 | ||||
Share repurchase program, additional amount authorized to be repurchased | $ 75,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - Restricted stock based awards - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Fair value of restricted common stock units issued by CoreCivic to certain of its employees and non-employee directors | $ 22 | $ 21.5 | |
Vesting description | CoreCivic has established performance-based vesting conditions on a portion of the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria. The RSUs awarded to officers and executive officers in 2021, 2022 and 2023 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2021, 2022, and 2023 for the 2021 awards, December 31, 2022, 2023, and 2024 for the 2022 awards, and December 31, 2023, 2024, and 2025 for the 2023 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2024 and 2025 have not yet been established, the values of the third RSU increment of the 2022 awards and of the second and third increments of the 2023 awards for financial reporting purposes will not be determined until such criteria are established. Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. RSUs issued to non-employee directors generally vest one year from the date of award. | ||
Allocated share-based compensation expense | $ 4.9 | $ 5.3 | |
Restricted common stock units remained outstanding and subject to vesting | 3.9 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Increase Decrease in vesting percentage based on performance relative to annual performance criteria | 0% | ||
Increase Decrease in vesting percentage based on shareholder return relative to peer group | 80% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Increase Decrease in vesting percentage based on performance relative to annual performance criteria | 150% | ||
Increase Decrease in vesting percentage based on shareholder return relative to peer group | 120% | ||
General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated share-based compensation expense | $ 4.4 | 4.9 | |
Operating | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated share-based compensation expense | $ 0.5 | $ 0.4 | |
Employees And Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Restricted common stock units issued by CoreCivic | 1.9 | 2.1 | |
Employees And Non Employee Directors | General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Restricted common stock units issued by CoreCivic | 1.7 | 1.9 | |
Employee | Operating | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Restricted common stock units issued by CoreCivic | 0.2 | 0.2 | |
Officers And Executive Officers | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Vesting period | 3 years | ||
Vesting description | CoreCivic has established performance-based vesting conditions on a portion of the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria. The RSUs awarded to officers and executive officers in 2021, 2022 and 2023 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2021, 2022, and 2023 for the 2021 awards, December 31, 2022, 2023, and 2024 for the 2022 awards, and December 31, 2023, 2024, and 2025 for the 2023 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2024 and 2025 have not yet been established, the values of the third RSU increment of the 2022 awards and of the second and third increments of the 2023 awards for financial reporting purposes will not be determined until such criteria are established. | ||
Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Vesting period | 1 year | ||
Other Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Vesting description | Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. | ||
Vesting period, continuous service requirement | 3 years |
Schedule of Calculation of Nume
Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income | $ 12,400 | $ 19,003 |
Net income | $ 12,400 | $ 19,003 |
Weighted average common shares outstanding, Basic | 114,533 | 120,796 |
Weighted average shares and assumed conversions | 115,470 | 121,420 |
BASIC EARNINGS PER SHARE | $ 0.11 | $ 0.16 |
DILUTED EARNINGS PER SHARE | $ 0.11 | $ 0.16 |
Restricted stock based awards | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities | 937 | 624 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022 shares | |
Share-based Payment Arrangement, Option | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Shares excluded from computation of earnings (loss) per share because they were anti-dilutive | 300,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||||
Income tax expense | $ 8,146 | $ 6,610 | ||
Excise tax rate | 1% | |||
Excise tax amount | $ 100 | |||
Stock repurchased during period, shares | 2.5 | |||
Liabilities for uncertain tax positions | $ 0 | $ 0 | $ 0 | |
Increase in Income tax expenses | $ 2,300 | |||
Employee Retention Credit | ||||
Income Taxes [Line Items] | ||||
Offset operating expense | 7,000 | |||
Federal income tax expense | $ 1,800 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2023 Property Facility Segment | |
Segment Reporting Information [Line Items] | |
Number of Operating segments | Segment | 3 |
CoreCivic Safety | |
Segment Reporting Information [Line Items] | |
Number of facilities operated by the company | 44 |
Number of facilities owned by the company | 40 |
CoreCivic Community | |
Segment Reporting Information [Line Items] | |
Number of centers owned and operated by company | 23 |
CoreCivic Properties | |
Segment Reporting Information [Line Items] | |
Number of properties for lease to third parties and used by government agencies | Property | 8 |
Schedule of Revenue and Facilit
Schedule of Revenue and Facility Net Operating Income for Each of the Three Segments and a Reconciliation to CoreCivic's Operating Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 458,002 | $ 452,988 |
Operating expenses | 354,537 | 344,629 |
General and administrative | (32,679) | (31,101) |
Depreciation and amortization | (31,042) | (32,028) |
Interest expense, net | (19,151) | (22,920) |
Gain on sale of real estate assets, net | 0 | (2,261) |
Other income (expense) | (47) | 1,042 |
Income before income taxes | 20,546 | 25,613 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 457,901 | 452,954 |
Operating expenses | 354,474 | 344,530 |
Operating income | 103,427 | 108,424 |
Operating Segments | Safety | ||
Segment Reporting Information [Line Items] | ||
Revenue | 417,650 | 414,248 |
Operating expenses | 328,398 | 321,021 |
Operating income | 89,252 | 93,227 |
Operating Segments | Community | ||
Segment Reporting Information [Line Items] | ||
Revenue | 26,414 | 24,115 |
Operating expenses | 22,715 | 20,227 |
Operating income | 3,699 | 3,888 |
Operating Segments | CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Revenue | 13,837 | 14,591 |
Operating expenses | 3,361 | 3,282 |
Operating income | 10,476 | 11,309 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Other operating expense | (63) | (99) |
General and administrative | (32,679) | (31,101) |
Depreciation and amortization | (31,042) | (32,028) |
Interest expense, net | (19,151) | (22,920) |
Gain on sale of real estate assets, net | 0 | 2,261 |
Other income (expense) | (47) | 1,042 |
Segment Reconciling Items | Other Revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 101 | $ 34 |
Summary of Capital Expenditures
Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 6,223 | $ 15,615 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 3,569 | 14,327 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 414 | 272 |
CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 48 | 0 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 2,192 | $ 1,016 |
Schedule of Total Assets (Detai
Schedule of Total Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,055,402 | $ 3,244,769 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,344,037 | 2,433,126 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total assets | 216,632 | 216,303 |
CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Total assets | 358,304 | 362,908 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 136,429 | $ 232,432 |
SUBSEQUENT EVENTS (Additional I
SUBSEQUENT EVENTS (Additional Information) (Details) - North Fork facility [Member] $ in Millions | 3 Months Ended | 12 Months Ended | |
Apr. 25, 2023 Bed | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Subsequent Event [Line Items] | |||
Rental income | $ 3.1 | $ 12.2 | |
Facility net operating income | $ 2.3 | $ 9.3 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Company Announcement for lease | On April 25, 2023, the Company announced that it received notice from the Oklahoma Department of Corrections ("ODC") of its intent to terminate the lease agreement for the company-owned 2,400-bed North Fork Correctional Facility upon the lease expiration on June 30, 2023 | ||
Number of Beds | Bed | 2,400 | ||
Lease Expire | Jun. 30, 2023 |