Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
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 | 111,256,728 | |
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, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | MD | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS | ||
Cash and cash equivalents | $ 111,399 | $ 121,845 |
Restricted cash | 7,978 | 7,111 |
Accounts receivable, net of credit loss reserve of $6,349 and $6,827, respectively | 274,311 | 312,174 |
Prepaid expenses and other current assets | 32,612 | 26,304 |
Assets held for sale | 0 | 7,480 |
Total current assets | 426,300 | 474,914 |
Real estate and related assets: | ||
Property and equipment, net of accumulated depreciation of $1,846,456 and $1,821,015, respectively | 2,095,606 | 2,114,522 |
Other real estate assets | 199,248 | 201,561 |
Goodwill | 4,844 | 4,844 |
Other assets | 301,360 | 309,558 |
Total assets | 3,027,358 | 3,105,399 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 254,066 | 285,857 |
Current portion of long-term debt | 110,487 | 11,597 |
Total current liabilities | 364,553 | 297,454 |
Long-term debt, net | 984,085 | 1,083,476 |
Deferred revenue | 17,761 | 18,315 |
Non-current deferred tax liabilities | 91,799 | 96,915 |
Other liabilities | 125,237 | 131,673 |
Total liabilities | 1,583,435 | 1,627,833 |
Commitments and contingencies | ||
Preferred stock - $0.01 par value; 50,000 shares authorized; none issued and outstanding at March 31,2024 and December 31,2023, respectively | 0 | 0 |
Common stock - $0.01 par value; 300,000 shares authorized; 111,568 and 112,733 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 1,116 | 1,127 |
Additional paid-in capital | 1,742,111 | 1,785,286 |
Accumulated deficit | (299,304) | (308,847) |
Total stockholders' equity | 1,443,923 | 1,477,566 |
Total liabilities and stockholders' equity | $ 3,027,358 | $ 3,105,399 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable, credit loss reserve | $ 6,349 | $ 6,827 |
Accumulated depreciation | $ 1,846,456 | $ 1,821,015 |
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 | 111,568,000 | 112,733,000 |
Common stock, shares outstanding | 111,568,000 | 112,733,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
REVENUE | $ 500,686 | $ 458,002 |
EXPENSES: | ||
Operating | 378,103 | 354,537 |
General and administrative | 36,465 | 32,679 |
Depreciation and amortization | 31,730 | 31,042 |
Costs and Expenses, Total | 446,298 | 418,258 |
OTHER INCOME (EXPENSE): | ||
Interest expense, net | (18,613) | (19,151) |
Expenses associated with debt repayments and refinancing transactions | (27,242) | 0 |
Gain on sale of real estate assets, net | 568 | 0 |
Other expense | (58) | (47) |
INCOME BEFORE INCOME TAXES | 9,043 | 20,546 |
Income tax benefit (expense) | 500 | (8,146) |
NET INCOME | $ 9,543 | $ 12,400 |
BASIC EARNINGS PER SHARE | $ 0.08 | $ 0.11 |
DILUTED EARNINGS PER SHARE | $ 0.08 | $ 0.11 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 9,543 | $ 12,400 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 31,730 | 31,042 |
Amortization of debt issuance costs and other non-cash interest | 974 | 1,198 |
Expenses associated with debt repayments and refinancing transactions | 27,242 | 0 |
Gain on sale of real estate assets, net | (568) | 0 |
Deferred income taxes | (5,116) | 1,565 |
Non-cash revenue and other income | (696) | (695) |
Non-cash equity compensation | 6,081 | 4,884 |
Other expenses and non-cash items | 1,847 | 1,842 |
Changes in assets and liabilities, net: | ||
Accounts receivable, prepaid expenses and other assets | 30,720 | 60,720 |
Accounts payable, accrued expenses and other liabilities | (31,403) | (23,128) |
Net cash provided by operating activities | 70,354 | 89,828 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for facility development and expansions | (3,558) | (2,380) |
Expenditures for other capital improvements | (8,524) | (6,815) |
Net proceeds from sale of assets | 8,243 | 59 |
Decrease (increase) in other assets | 86 | (1,371) |
Net cash used in investing activities | (3,753) | (10,507) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt and borrowings from credit facility | 500,000 | 70,000 |
Scheduled principal repayments | (2,836) | (2,412) |
Principal repayments of credit facility | 0 | (60,000) |
Other repayments of debt | (494,339) | (153,754) |
Payment of debt defeasance, issuance and other refinancing and related costs | (29,865) | (35) |
Payment of lease obligations for financing leases | (150) | (146) |
Dividends paid on restricted stock units | (20) | (131) |
Purchase and retirement of common stock | (48,970) | (29,832) |
Net cash used in financing activities | (76,180) | (176,310) |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (9,579) | (96,989) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 128,956 | 162,165 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 119,377 | 65,176 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Establishment of right of use assets and lease liabilities | 0 | 224 |
Cash paid during the period for: | ||
Interest | 22,324 | 6,333 |
Income taxes (refunded) paid | $ (96) | $ 200 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2022 | $ 1,432,408 | $ 1,150 | $ 1,807,689 | $ (376,431) |
Balance (in shares) at Dec. 31, 2022 | 114,988,000 | |||
Net income | 12,400 | 12,400 | ||
Retirement of common stock | (29,954) | $ (30) | (29,924) | |
Retirement of common stock (in shares) | (2,980,000) | |||
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) | 1,677,000 | |||
Balance at Mar. 31, 2023 | 1,419,732 | $ 1,137 | 1,782,632 | (364,037) |
Balance (in shares) at Mar. 31, 2023 | 113,685,000 | |||
Balance at Dec. 31, 2023 | 1,477,566 | $ 1,127 | 1,785,286 | (308,847) |
Balance (in shares) at Dec. 31, 2023 | 112,733,000 | |||
Net income | 9,543 | 9,543 | ||
Retirement of common stock | (49,267) | $ (33) | (49,234) | |
Retirement of common stock (in shares) | (3,381) | |||
Restricted stock compensation, net of forfeitures | 6,081 | 6,081 | ||
Restricted stock grants | $ 22 | (22) | ||
Restricted stock grants (in shares) | 2,216 | |||
Balance at Mar. 31, 2024 | $ 1,443,923 | $ 1,116 | $ 1,742,111 | $ (299,304) |
Balance (in shares) at Mar. 31, 2024 | 111,568,000 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024, through its CoreCivic Safety segment, the Company operated 43 correctional and detention facilities, 39 of which the Company owned, with a total design capacity of approximately 65,000 beds. Through its CoreCivic Community segment, the Company 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 6 properties, with a total design capacity of approximately 10,000 beds. 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, 2024 | |
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, 2023 filed with the Securities and Exchange Commission (the "SEC") on February 20, 2024 (the "2023 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 20 % and 21 % of CoreCivic's total revenue for the three months ended March 31, 2024 and the twelve months ended December 31, 2023, respectively. 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. CoreCivic currently has two detention facilities that have direct contracts with the USMS. Because of the lack of alternative bed capacity, one of the contracts was renewed upon its expiration in September 2023 and now expires in September 2028. The second direct contract with the USMS expires in September 2025. 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 In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No 2023-07, "Improvements to Reportable Segment Disclosures (Topic 280)" ("ASU 2023-07"). ASU 2023-07 updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 and expects to adopt it for the year ending December 31, 2024, including any additional required disclosures. In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures (Topic 740)" ("ASU 2023-09"). ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. ASU 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 will result in the required additional disclosures being included in the Company's consolidated financial statements, once adopted. The Company is currently evaluating the impact of adopting ASU 2023-09 and expects to adopt it for the year ending December 31, 2025, including any additional required disclosures. In March 2024, the SEC adopted final rules designed to enhance public company disclosures related to the risks and impacts of climate-related matters (the "Climate Disclosure Rules"). The Climate Disclosure Rules include disclosures relating to climate-related risks and risk management as well as the board and management's governance of such risks. In addition, the Climate Disclosure Rules include requirements to disclose, in the audited consolidated financial statements, the financial effects of severe weather events and other natural conditions meeting certain thresholds, as well as carbon offsets and renewable energy credits. Larger registrants, including CoreCivic, will also be required to disclose information about greenhouse gas emissions, which will be subject to a phased-in assurance requirement. Applicability of the Climate Disclosure Rules begins for CoreCivic for the fiscal year ending December 31, 2025. On April 4, 2024, the SEC announced that it would stay the Climate Disclosure Rules as it faces legal challenges regarding implementation of such rules. The Company is currently assessing the impact of these rules on the Company's consolidated financial statements. Other 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, 2024 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, 2024 and December 31, 2023, 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, 2024 December 31, 2023 Carrying Fair Value Carrying Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,861 $ 3,034 $ 2,886 $ 3,061 Debt $ ( 1,109,516 ) $ ( 1,111,845 ) $ ( 1,106,691 ) $ ( 1,090,326 ) |
REAL ESTATE TRANSACTIONS
REAL ESTATE TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
REAL ESTATE TRANSACTIONS | 3. REAL ESTATE TRANSACTIONS Assets Held For Sale and Dispositions In January 2024, CoreCivic completed the sale of a facility in Colorado and reported in its CoreCivic Community segment. The sale generated net sales proceeds of $ 8.0 million, resulting in a gain on sale of $ 0.5 million reported in the first quarter of 2024. The facility was classified as held for sale as of December 31, 2023. CoreCivic will continue to operate the facility through the expiration of the current management contract in June 2024. In addition, in March 2024, CoreCivic completed the sale of an unused parcel of land in Texas. The sale generated net sales proceeds of $ 0.2 million, resulting in a gain on sale of $ 0.1 million also reported in the first quarter of 2024. During the full year 2023, CoreCivic completed the sales of three community corrections facilities leased to government agencies and reported in CoreCivic's Properties segment and one vacant parcel of land. The sales of these four assets generated aggregate net sales proceeds of $ 10.8 million, resulting in an aggregate net gain on sale of $ 0.8 million after transaction costs. Idle Facilities As of March 31, 2024 , CoreCivic had eight idle 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 design capacities, 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 2024 2023 Prairie Correctional Facility 1,600 $ 13,019 $ 13,230 Huerfano County Correctional Center 752 14,148 14,058 Diamondback Correctional Facility 2,160 33,312 33,764 Marion Adjustment Center 826 10,054 9,968 Kit Carson Correctional Center 1,488 47,643 47,638 West Tennessee Detention Facility 600 18,321 18,568 Midwest Regional Reception Center 1,033 49,466 49,736 North Fork Correctional Facility 2,400 59,352 60,044 10,859 $ 245,315 $ 247,006 As of March 31, 2024 , CoreCivic also had one idled non-core facility in its Safety segment containing 240 beds with a net book value of $ 2.8 million , and two idled facilities in its Community segment, containing an aggregate of 450 beds with an aggregate net book value of $ 3.3 million . CoreCivic incurred operating expenses at these idled facilities of approximately $ 3.5 million and $ 2.9 million during the period they were idle for the three months ended March 31, 2024 and 2023, respectively. 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 2,560-bed California City Correctional Center by March 31, 2024, due to the state's declining inmate population. The California City facility was idled effective April 1, 2024, and the Company is marketing the facility to 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, 2024 and December 31, 2023. 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 is notified by the respective customers or tenants that they would no longer be utilizing such property. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
DEBT | 4. DEBT Debt outstanding as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, December 31, 2024 2023 Revolving Credit Facility maturing October 2028 . Interest . $ — $ — Term Loan maturing October 2028 . Interest payable . The rate at 8.7 %. 1.4 million and 1.5 million at March 31, 2024 and December 31, 2023, respectively. 123,437 125,000 4.75 % Senior Notes maturing October 2027 . Unamortized debt 1.4 million and $ 1.5 million at 243,068 243,068 8.25 % Senior Notes maturing April 2026 . Unamortized debt 5.8 million at December 31, 2023. 98,774 593,113 8.25 % Senior Notes maturing April 2029 . Unamortized debt 9.6 million at March 31, 2024. 500,000 — 4.43 % Lansing Correctional Facility Non-Recourse Mortgage January 2040 . Unamortized debt issuance 2.5 million and $ 2.6 million at 144,237 145,510 Total debt 1,109,516 1,106,691 Unamortized debt issuance costs ( 14,944 ) ( 12,052 ) Net unamortized original issue premium — 434 Current portion of long-term debt ( 110,487 ) ( 11,597 ) Long-term debt, net $ 984,085 $ 1,083,476 Bank Credit Facility. On October 11, 2023, CoreCivic entered into a Fourth Amended and Restated Credit Agreement (referred to herein as the "Bank Credit Facility") in an aggregate principal amount of $ 400.0 million, consisting of a $ 125.0 million term loan (the "Term Loan") and a revolving credit facility with a borrowing capacity of $ 275.0 million (the "Revolving Credit Facility"). The Bank Credit Facility has a maturity of October 2028 . The Bank Credit Facility includes an option to increase the availability under the Revolving Credit Facility and to request additional 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 % based upon the Company’s then-current total leverage ratio, or at Term SOFR (as defined in the Bank Credit Facility), which is a forward-looking term rate based on the Secured Overnight Financing Rate ("SOFR") 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 plus the applicable margin from the Administrative Agent (as defined in the Bank Credit Facility) on same-day notice. Based on the Company's total leverage ratio, interest on loans under the previous bank credit facility through October 10, 2023, was at a base rate plus a margin of 2.25 % or at the Bloomberg Short-Term Bank Yield ("BSBY") plus a margin of 3.25 %, and a commitment fee equal to 0.45 % of the unfunded balance of the then-existing revolving credit facility, which had a borrowing capacity of $ 250.0 million. Since October 11, 2023, loans under the Bank Credit Facility bore interest at a base rate plus a margin of 2.25 % or at Term SOFR plus a margin of 3.25 %, and a commitment fee equal to 0.45 % of the unfunded balance of the Revolving Credit Facility, as the interest rate spreads were fixed under the terms of the Bank Credit Facility until the first calculation date occurring after the first full fiscal quarter after the closing date of the Bank Credit Facility. Based on the Company's total leverage ratio at March 31, 2024, during the second quarter of 2024 the interest rate spread for base rate loans will decline to 2.00 %, the interest rate spread for Term SOFR loans will reduce to 3.00 %, and the commitment fee will decrease to 0.40 %. The Revolving Credit Facility also has a $ 100.0 million sublimit for the issuance of standby letters of credit. As of March 31, 2024 , CoreCivic had no borrowings outstanding under the Revolving Credit Facility. As of March 31, 2024, CoreCivic had $ 18.0 million in letters of credit outstanding resulting in $ 257.0 million available under the Revolving Credit Facility. The Term Loan, which had an outstanding principal balance of $ 123.4 million as of March 31, 2024, requires scheduled quarterly principal payments through October 2028, and is pre-payable without penalty. 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, a secured leverage ratio of not more than 2.50 to 1.00, and a fixed charge coverage ratio of not less than 1.75 to 1.00. As of March 31, 2024, 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 4.25 to 1.00 or (b) the Company incurs certain debt above a specified threshold, each known as a "springing lien" event, 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, and in each case subject to customary carveouts. The Bank Credit Facility is subject to cross-default provisions with respect to the terms of certain of CoreCivic's other material indebtedness and is subject to acceleration upon the occurrence of a change of control. Senior Notes . Interest on the $ 243.1 million remaining aggregate principal amount of CoreCivic's 4.75 % senior unsecured notes issued in October 2017 with an original principal amount of $ 250.0 million (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 . During 2023, the Company purchased $ 6.9 million principal amount of the 4.75 % Senior Notes through open market purchases, reducing the outstanding balance of the 4.75 % Senior Notes to $ 243.1 million as of December 31, 2023. Interest on the $ 98.8 million remaining aggregate principal amount of CoreCivic's 8.25 % senior unsecured notes issued in April and September 2021 with an original principal amount of $ 675.0 million (the "Old 8.25 % Senior Notes") accrued at the stated rate and was payable in April and October of each year. The Old 8.25 % Senior Notes were scheduled to mature on April 15, 2026 . During 2022 and 2023, the Company purchased $ 81.9 million principal amount of the Old 8.25 % Senior Notes through open market purchases reducing the outstanding balance of the Old 8.25 % Senior Notes to $ 593.1 million. On March 4, 2024, the Company commenced a cash tender offer (the "Tender Offer") for any and all of the $ 593.1 million outstanding principal amount of its outstanding Old 8.25 % Senior Notes. As a result of the Tender Offer, $ 494.3 million aggregate principal amount of the Old 8.25 % Senior Notes, or approximately 83.3 % of the aggregate principal amount of the Old 8.25 % Senior Notes outstanding, had been validly tendered and not validly withdrawn. The Company accepted for purchase and paid for all of the Old 8.25 % Senior Notes that were validly tendered and not validly withdrawn. Holders of the Old 8.25 % Senior Notes who validly tendered received in cash $ 1,043.75 per $1,000 principal amount of the Old 8.25 % Senior Notes validly tendered, plus accrued and unpaid interest from the October 15, 2023 interest payment date for the Old 8.25 % Senior Notes up to, but not including, the settlement date, March 12, 2024. On March 15, 2024, the Company announced that it delivered an irrevocable notice to the holders of all CoreCivic's Old 8.25 % Senior Notes that had not been validly tendered or had been validly withdrawn in the Tender Offer, that CoreCivic had elected to redeem in full the Old 8.25 % Senior Notes that remained outstanding on April 15, 2024 . The remaining principal amount of the outstanding Old 8.25 % Senior Notes, which amounted to $ 98.8 million, was redeemed on April 15, 2024 , at a redemption price equal to 104.125 % of the principal amount of the outstanding Old 8.25 % Senior Notes, plus accrued and unpaid interest on such Old 8.25 % Senior Notes to, but not including, April 15, 2024. In connection with the Tender Offer, on March 12, 2024, the Company completed an underwritten registered public offering of $ 500.0 million aggregate principal amount of 8.25 % senior unsecured notes due 2029 (the "New 8.25 % Senior Notes"), which are guaranteed by all the Company's subsidiaries that guarantee the Bank Credit Facility, the 4.75 % Senior Notes, and the Old 8.25 % Senior Notes (until their repayment and satisfaction on April 15, 2024). The New 8.25 % Senior Notes were offered pursuant to CoreCivic's shelf registration statement on Form S-3, which became effective upon filing with the SEC on March 4, 2024. The net proceeds from the issuance of the New 8.25 % Senior Notes totaled approximately $ 490.3 million, after deducting underwriting discounts and offering expenses. The Company used the net proceeds from the offering of the New 8.25 % Senior Notes, together with borrowings under the Revolving Credit Facility and cash on hand, to fund the Tender Offer, and to redeem the remaining outstanding balance of the Old 8.25 % Senior Notes on April 15, 2024. CoreCivic recorded charges totaling $ 27.2 million during the first quarter of 2024 associated with the Tender Offer and redemption of the Old 8.25 % Senior Notes, including the non-cash write-off of loan issuance costs and original issue premium. The 4.75 % Senior Notes, the New 8.25 % Senior Notes, and the Old 8.25 % Senior Notes (until their repayment and satisfaction on April 15, 2024) (collectively, the "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 New 8.25 % Senior Notes at any time prior to April 15, 2026, 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 New 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, 2026 , 102.063 % beginning on April 15, 2027 , and 100 % beginning on April 15, 2028 , plus, in each such case, accrued and unpaid interest thereon to, but not including, the redemption date. The indentures governing the Senior Notes contain certain customary covenants that, subject to certain exceptions and qualifications, restrict CoreCivic's ability to, among other things, create or permit to exist certain liens and consolidate, merge or transfer all or substantially all of CoreCivic's assets. In addition, if CoreCivic experiences specific kinds of changes in control, CoreCivic must offer to repurchase all or any portion of the Senior Notes. The offer price for the Senior Notes in connection with a change in control would be 101 % of the aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased to the date of purchase. The indenture related to the Old 8.25 % Senior Notes (until their repayment and satisfaction on April 15, 2024) and the indenture related to the New 8.25 % Senior Notes additionally limit CoreCivic's ability to incur indebtedness, make restricted payments and investments and prepay certain indebtedness. The Senior Notes are also subject to cross-default provisions with certain of CoreCivic's other indebtedness, which includes the Bank Credit Facility. 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 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 Bank Credit Facility. As of March 31, 2024, the outstanding balance of the Kansas Notes was $ 144.2 million . Debt Maturities. Scheduled principal payments as of March 31, 2024 for the remainder of 2024, the next five years, and thereafter were as follows (in thousands): 2024 (remainder) $ 107,536 2025 12,073 2026 15,701 2027 262,423 2028 97,995 2029 507,985 Thereafter 105,803 Total debt $ 1,109,516 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS' EQUITY | 5. STOCKHOLDERS' EQUITY Share Repurchase Program On May 12, 2022, the Company's 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. Through December 31, 2023, the Company repurchased 10.1 million shares of its common stock at a total cost of $ 112.6 million, excluding costs associated with the share repurchase program, or $ 11.16 per share. During the three months ended March 31, 2024, the Company repurchased 2.7 million shares of its common stock at a total cost of $ 39.4 million, excluding costs associated with the share repurchase program, or $ 14.52 per share. As of March 31, 2024, the Company had repurchased a total of 12.8 million common shares at an aggregate cost of approximately $ 152.0 million, or $ 11.87 per share, and had approximately $ 73.0 million of repurchase authorization available under the share repurchase program. Restricted Stock Units During the three months ended March 31, 2024, CoreCivic issued approximately 1.5 million restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of $ 23.0 million , including 1.4 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.1 million RSUs to employees whose compensation is charged to operating expense. During the full year 2023, CoreCivic issued approximately 2.0 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $ 22.3 million, including 1.8 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 2022, 2023 and 2024 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, 2022, 2023, and 2024 for the 2022 awards, December 31, 2023, 2024, and 2025 for the 2023 awards, and December 31, 2024, 2025, and 2026 for the 2024 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, 2025 and 2026 have not yet been established, the values of the third RSU increment of the 2023 awards and of the second and third increments of the 2024 awards for financial reporting purposes will not be determined until such criteria are established. A portion of the RSU award granted to CoreCivic's chief executive officer in 2024 contains a single performance-based vesting condition that results in full vesting on the later of (i) the second anniversary of the award or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the fiscal year ending December 31, 2025, if the performance criteria is met for the year ending December 31, 2025, or no vesting if the performance criteria is not met for such year. 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, 2024, approximately 3.3 million RSUs remained outstanding and subject to vesting. During the three months ended March 31, 2024, CoreCivic expensed $ 6.1 million, net of forfeitures, relating to RSUs ($ 0.6 million of which was recorded in operating expenses and $ 5.5 million of which was recorded in general and administrative expenses). 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). |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
EARNINGS PER SHARE | 6. 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. 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 2024 2023 NUMERATOR Basic: Net income $ 9,543 $ 12,400 Diluted: Net income $ 9,543 $ 12,400 DENOMINATOR Basic: Weighted average common shares outstanding 112,306 114,533 Diluted: Weighted average common shares outstanding 112,306 114,533 Effect of dilutive securities: Restricted stock-based awards 1,181 937 Weighted average shares and assumed conversions 113,487 115,470 BASIC EARNINGS PER SHARE $ 0.08 $ 0.11 DILUTED EARNINGS PER SHARE $ 0.08 $ 0.11 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENCIES | 7. 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 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 consolidated 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 laws. 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 who participated in an ICE VWP at a CoreCivic facility. It also certified a state law class of former and current detainees who participated in a VWP wherever the Company held ICE detainees in California. The Company has exhausted appeals of the class certification order. The claims resulting in certified classes will now proceed in the United States District Court for the Southern District of California, where the discovery process has commenced. A second California lawsuit concerning OMDC has been stayed pending the outcome of class proceedings in the first California case described above. Due to the stage of the ongoing proceedings, the Company cannot reasonably predict the outcomes, 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 these matters 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, 2024 | |
INCOME TAXES | 8. 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 consolidated 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 benefit of $ 0.5 million for the three months ended March 31, 2024 and an income tax expense of $ 8.1 million for the three months ended March 31, 2023. The Company’s net income tax benefit in the first quarter of 2024 varied from its statutory tax rate primarily due to a $ 2.6 million tax benefit for stock-based compensation vesting. The Company’s net income tax expense in the first quarter of 2023 varied from its statutory tax rate primarily due to a $ 2.3 million charge for the revaluation of deferred tax liabilities due to an internal restructuring. The Inflation Reduction Act of 2022 (the "Inflation Reduction Act") was signed into law on August 16, 2022. Among other provisions, the Inflation Reduction 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 quarters of 2024 and 2023 was estimated to be $ 0.2 million and $ 0.1 million, respectively, associated with the repurchase of 2.7 million and 2.5 million shares, respectively, during the quarters, 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, 2024 and December 31, 2023. 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, 2024 | |
SEGMENT REPORTING | 9. SEGMENT REPORTING As of March 31, 2024, CoreCivic operated 43 correctional and detention facilities, 39 of which the Company owned. In addition, CoreCivic operated 23 residential reentry centers and owned 6 properties held for lease 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 held for lease 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, 2024 and 2023 (in thousands): For the Three Months Ended 2024 2023 Revenue: Safety $ 457,746 $ 417,650 Community 29,900 26,414 Properties 13,039 13,837 Total segment revenue 500,685 457,901 Operating expenses: Safety 350,098 328,398 Community 24,144 22,715 Properties 3,835 3,361 Total segment operating expenses 378,077 354,474 Facility net operating income: Safety 107,648 89,252 Community 5,756 3,699 Properties 9,204 10,476 Total facility net operating income 122,608 103,427 Other revenue (expense): Other revenue 1 101 Other operating expense ( 26 ) ( 63 ) General and administrative ( 36,465 ) ( 32,679 ) Depreciation and amortization ( 31,730 ) ( 31,042 ) Interest expense, net ( 18,613 ) ( 19,151 ) Expenses associated with debt repayments ( 27,242 ) — Gain on sale of real estate assets, net 568 — Other expense ( 58 ) ( 47 ) Income before income taxes $ 9,043 $ 20,546 The following table summarizes capital expenditures including accrued amounts for the three months ended March 31, 2024 and 2023 (in thousands): For the Three Months Ended 2024 2023 Capital expenditures: Safety $ 7,497 $ 3,569 Community 1,907 414 Properties 305 48 Corporate and other 908 2,192 Total capital expenditures $ 10,617 $ 6,223 The total assets are as follows (in thousands): March 31, 2024 December 31, 2023 Assets: Safety $ 2,235,054 $ 2,284,243 Community 204,315 213,145 Properties 396,237 402,889 Corporate and other 191,752 205,122 Total Assets $ 3,027,358 $ 3,105,399 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 20 % and 21 % of CoreCivic's total revenue for the three months ended March 31, 2024 and the twelve months ended December 31, 2023, respectively. 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. CoreCivic currently has two detention facilities that have direct contracts with the USMS. Because of the lack of alternative bed capacity, one of the contracts was renewed upon its expiration in September 2023 and now expires in September 2028. The second direct contract with the USMS expires in September 2025. 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 In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No 2023-07, "Improvements to Reportable Segment Disclosures (Topic 280)" ("ASU 2023-07"). ASU 2023-07 updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 and expects to adopt it for the year ending December 31, 2024, including any additional required disclosures. In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures (Topic 740)" ("ASU 2023-09"). ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. ASU 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 will result in the required additional disclosures being included in the Company's consolidated financial statements, once adopted. The Company is currently evaluating the impact of adopting ASU 2023-09 and expects to adopt it for the year ending December 31, 2025, including any additional required disclosures. In March 2024, the SEC adopted final rules designed to enhance public company disclosures related to the risks and impacts of climate-related matters (the "Climate Disclosure Rules"). The Climate Disclosure Rules include disclosures relating to climate-related risks and risk management as well as the board and management's governance of such risks. In addition, the Climate Disclosure Rules include requirements to disclose, in the audited consolidated financial statements, the financial effects of severe weather events and other natural conditions meeting certain thresholds, as well as carbon offsets and renewable energy credits. Larger registrants, including CoreCivic, will also be required to disclose information about greenhouse gas emissions, which will be subject to a phased-in assurance requirement. Applicability of the Climate Disclosure Rules begins for CoreCivic for the fiscal year ending December 31, 2025. On April 4, 2024, the SEC announced that it would stay the Climate Disclosure Rules as it faces legal challenges regarding implementation of such rules. The Company is currently assessing the impact of these rules on the Company's consolidated financial statements. Other 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, 2024 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, 2024 and December 31, 2023, 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, 2024 December 31, 2023 Carrying Fair Value Carrying Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,861 $ 3,034 $ 2,886 $ 3,061 Debt $ ( 1,109,516 ) $ ( 1,111,845 ) $ ( 1,106,691 ) $ ( 1,090,326 ) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value | At March 31, 2024 and December 31, 2023, 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, 2024 December 31, 2023 Carrying Fair Value Carrying Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,861 $ 3,034 $ 2,886 $ 3,061 Debt $ ( 1,109,516 ) $ ( 1,111,845 ) $ ( 1,106,691 ) $ ( 1,090,326 ) |
REAL ESTATE TRANSACTIONS (Table
REAL ESTATE TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Idled Facilities and Respective Carrying Values | The following table summarizes each of the idled facilities and their respective design capacities, 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 2024 2023 Prairie Correctional Facility 1,600 $ 13,019 $ 13,230 Huerfano County Correctional Center 752 14,148 14,058 Diamondback Correctional Facility 2,160 33,312 33,764 Marion Adjustment Center 826 10,054 9,968 Kit Carson Correctional Center 1,488 47,643 47,638 West Tennessee Detention Facility 600 18,321 18,568 Midwest Regional Reception Center 1,033 49,466 49,736 North Fork Correctional Facility 2,400 59,352 60,044 10,859 $ 245,315 $ 247,006 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Schedule of Debt Outstanding | Debt outstanding as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, December 31, 2024 2023 Revolving Credit Facility maturing October 2028 . Interest . $ — $ — Term Loan maturing October 2028 . Interest payable . The rate at 8.7 %. 1.4 million and 1.5 million at March 31, 2024 and December 31, 2023, respectively. 123,437 125,000 4.75 % Senior Notes maturing October 2027 . Unamortized debt 1.4 million and $ 1.5 million at 243,068 243,068 8.25 % Senior Notes maturing April 2026 . Unamortized debt 5.8 million at December 31, 2023. 98,774 593,113 8.25 % Senior Notes maturing April 2029 . Unamortized debt 9.6 million at March 31, 2024. 500,000 — 4.43 % Lansing Correctional Facility Non-Recourse Mortgage January 2040 . Unamortized debt issuance 2.5 million and $ 2.6 million at 144,237 145,510 Total debt 1,109,516 1,106,691 Unamortized debt issuance costs ( 14,944 ) ( 12,052 ) Net unamortized original issue premium — 434 Current portion of long-term debt ( 110,487 ) ( 11,597 ) Long-term debt, net $ 984,085 $ 1,083,476 |
Schedule of Principal Payments | Scheduled principal payments as of March 31, 2024 for the remainder of 2024, the next five years, and thereafter were as follows (in thousands): 2024 (remainder) $ 107,536 2025 12,073 2026 15,701 2027 262,423 2028 97,995 2029 507,985 Thereafter 105,803 Total debt $ 1,109,516 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 NUMERATOR Basic: Net income $ 9,543 $ 12,400 Diluted: Net income $ 9,543 $ 12,400 DENOMINATOR Basic: Weighted average common shares outstanding 112,306 114,533 Diluted: Weighted average common shares outstanding 112,306 114,533 Effect of dilutive securities: Restricted stock-based awards 1,181 937 Weighted average shares and assumed conversions 113,487 115,470 BASIC EARNINGS PER SHARE $ 0.08 $ 0.11 DILUTED EARNINGS PER SHARE $ 0.08 $ 0.11 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023 (in thousands): For the Three Months Ended 2024 2023 Revenue: Safety $ 457,746 $ 417,650 Community 29,900 26,414 Properties 13,039 13,837 Total segment revenue 500,685 457,901 Operating expenses: Safety 350,098 328,398 Community 24,144 22,715 Properties 3,835 3,361 Total segment operating expenses 378,077 354,474 Facility net operating income: Safety 107,648 89,252 Community 5,756 3,699 Properties 9,204 10,476 Total facility net operating income 122,608 103,427 Other revenue (expense): Other revenue 1 101 Other operating expense ( 26 ) ( 63 ) General and administrative ( 36,465 ) ( 32,679 ) Depreciation and amortization ( 31,730 ) ( 31,042 ) Interest expense, net ( 18,613 ) ( 19,151 ) Expenses associated with debt repayments ( 27,242 ) — Gain on sale of real estate assets, net 568 — Other expense ( 58 ) ( 47 ) Income before income taxes $ 9,043 $ 20,546 |
Summary of Capital Expenditures Including Accrued Amounts | The following table summarizes capital expenditures including accrued amounts for the three months ended March 31, 2024 and 2023 (in thousands): For the Three Months Ended 2024 2023 Capital expenditures: Safety $ 7,497 $ 3,569 Community 1,907 414 Properties 305 48 Corporate and other 908 2,192 Total capital expenditures $ 10,617 $ 6,223 |
Schedule of Total Assets | The total assets are as follows (in thousands): March 31, 2024 December 31, 2023 Assets: Safety $ 2,235,054 $ 2,284,243 Community 204,315 213,145 Properties 396,237 402,889 Corporate and other 191,752 205,122 Total Assets $ 3,027,358 $ 3,105,399 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2024 Property Segment Facility 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 | Facility | 43 |
Number of facilities owned by the company | Facility | 39 |
Number of beds at the facility | Bed | 65,000 |
CoreCivic Community | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of centers owned and operated by company | Facility | 23 |
Number of beds at the center | Bed | 5,000 |
CoreCivic Properties | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of beds at the facility | Bed | 10,000 |
Number of properties held for lease to government agencies | Property | 6 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
United States Marshals Service | Sales Revenue, Net | Government Contracts Concentration Risk | ||
Percentage of revenues generated from government management contracts | 20% | 21% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Note receivable from Agecroft Prison Management, LTD, Carrying Amount | $ 2,861 | $ 2,886 |
Debt, Carrying Amount | (1,109,516) | (1,106,691) |
Note receivable from Agecroft Prison Management, LTD, Fair Value | 3,034 | 3,061 |
Debt, Fair Value | $ (1,111,845) | $ (1,090,326) |
Real Estate Transactions - Addi
Real Estate Transactions - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) Bed Facility | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Facility Activations Developments And Closures [Line Items] | |||
Operating expenses | $ 378,103 | $ 354,537 | |
Idled Correctional Facilities | |||
Facility Activations Developments And Closures [Line Items] | |||
Number of facility | Facility | 8 | ||
Idle Facilities | |||
Facility Activations Developments And Closures [Line Items] | |||
Operating expenses | $ 3,500 | $ 2,900 | |
Facility in Colorado and CoreCivic Community Segment | |||
Facility Activations Developments And Closures [Line Items] | |||
Net proceeds from sale of properties | 8,000 | ||
Gain on sale of properties | 500 | ||
Unused Parcel Of Land In Texas [Member] | |||
Facility Activations Developments And Closures [Line Items] | |||
Net proceeds from sale of properties | 200 | ||
Gain on sale of properties | $ 100 | ||
Three Community Corrections Facilities And One Vacant Parcel Of Land [Member] | |||
Facility Activations Developments And Closures [Line Items] | |||
Net proceeds from sale of properties | $ 10,800 | ||
Gain on sale of properties | $ 800 | ||
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 | $ 3,300 | ||
Safety | |||
Facility Activations Developments And Closures [Line Items] | |||
Number of beds at the facility | Bed | 65,000 | ||
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 | $ 2,800 | ||
CoreCivic Properties | |||
Facility Activations Developments And Closures [Line Items] | |||
Number of beds at the facility | Bed | 10,000 |
Real Estate Transactions - Idle
Real Estate Transactions - Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) $ in Thousands | Mar. 31, 2024 USD ($) Bed | Dec. 31, 2023 USD ($) |
Prairie Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,600 | |
Net Carrying Value | $ | $ 13,019 | $ 13,230 |
Huerfano County Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 752 | |
Net Carrying Value | $ | $ 14,148 | 14,058 |
Diamondback Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 2,160 | |
Net Carrying Value | $ | $ 33,312 | 33,764 |
Marion Adjustment Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 826 | |
Net Carrying Value | $ | $ 10,054 | 9,968 |
Kit Carson Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,488 | |
Net Carrying Value | $ | $ 47,643 | 47,638 |
West Tennessee Detention Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 600 | |
Net Carrying Value | $ | $ 18,321 | 18,568 |
Midwest Regional Reception Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,033 | |
Net Carrying Value | $ | $ 49,466 | 49,736 |
North Fork Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 2,400 | |
Net Carrying Value | $ | $ 59,352 | 60,044 |
Idle Facilities | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 10,859 | |
Net Carrying Value | $ | $ 245,315 | $ 247,006 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 04, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2017 |
Debt Instrument [Line Items] | |||||
Total debt | $ 1,109,516 | $ 1,106,691 | |||
Unamortized debt issuance costs | (14,944) | (12,052) | |||
Net unamortized original issue premium | 0 | 434 | |||
Current portion of long-term debt | (110,487) | (11,597) | |||
Long-term debt, net | 984,085 | 1,083,476 | |||
Revolving Credit Facility Due In October 2028 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 0 | 0 | |||
Term Loan Due In October 2028 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 123,437 | 125,000 | |||
Unamortized debt issuance costs | (1,400) | (1,500) | |||
Senior Notes 4.75% Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 243,068 | 243,068 | $ 243,100 | ||
Unamortized debt issuance costs | (1,400) | (1,500) | |||
Senior Notes 8.25% Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 98,774 | $ 593,100 | 593,113 | $ 593,100 | |
Unamortized debt issuance costs | (5,800) | ||||
Senior Notes 8.25% Due 2029 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 500,000 | 0 | |||
Unamortized debt issuance costs | (9,600) | ||||
Lansing Correctional Facility Non-Recourse Mortgage Note 4.43% Due 2040 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 144,237 | 145,510 | |||
Unamortized debt issuance costs | $ (2,500) | $ (2,600) |
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, 2024 | Mar. 15, 2024 | Mar. 12, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 14, 2021 | |
Debt Instrument [Line Items] | ||||||||
Unamortized debt issuance costs | $ 14,944 | $ 12,052 | ||||||
Term Loan Due In October 2028 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest payable dates | Interest payable periodically at variable interest rates | |||||||
Debt maturity date | Oct. 31, 2028 | |||||||
Debt interest rate | 8.70% | |||||||
Unamortized debt issuance costs | $ 1,400 | 1,500 | ||||||
Senior Notes 4.75% Due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt maturity date | Oct. 15, 2027 | Oct. 31, 2027 | ||||||
Unamortized debt issuance costs | $ 1,400 | $ 1,500 | ||||||
Stated interest rate | 4.75% | 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 | $ 5,800 | |||||||
Stated interest rate | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | ||
Senior Notes 8.25% Due 2029 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt maturity date | Apr. 30, 2029 | |||||||
Unamortized debt issuance costs | $ 9,600 | |||||||
Stated interest rate | 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 | $ 2,500 | $ 2,600 | ||||||
Stated interest rate | 4.43% | |||||||
Revolving Credit Facility | Revolving Credit Facility Due In October 2028 | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving Credit Facility maturity date | Oct. 31, 2028 | |||||||
Interest payable dates | Interest payable periodically at variable interest rates |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||||
Apr. 15, 2024 | Mar. 12, 2024 | Oct. 11, 2023 | Oct. 10, 2023 | Apr. 20, 2018 | Apr. 30, 2021 | Oct. 31, 2017 | Jun. 30, 2024 | Mar. 31, 2024 | Mar. 15, 2024 | Mar. 04, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 14, 2021 | |
Debt Instrument [Line Items] | |||||||||||||||
Borrowings outstanding under credit facility | $ 0 | ||||||||||||||
Total debt | 1,109,516,000 | $ 1,106,691,000 | |||||||||||||
Debt Instrument outstanding balance | $ 1,109,516,000 | 1,106,691,000 | |||||||||||||
Offer price for senior notes, percentage | 101% | ||||||||||||||
Charges Associated with the Tender Offer and Redemption | $ 27,200,000 | ||||||||||||||
Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | 123,400,000 | ||||||||||||||
Non-Recourse Senior Secured Notes | Private Placement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument outstanding balance | 144,200,000 | ||||||||||||||
Debt maturity date | Jan. 31, 2040 | ||||||||||||||
Stated interest rate | 4.43% | ||||||||||||||
Aggregate principal amount | $ 159,500,000 | ||||||||||||||
Scheduled maturity term | 20 years | ||||||||||||||
Expected project completion period | January 2020 | ||||||||||||||
Bank Credit Agreement | Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Initial balance | $ 125,000,000 | ||||||||||||||
Senior Notes 4.75% Due 2027 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument outstanding balance | $ 243,100,000 | $ 243,068,000 | $ 243,068,000 | ||||||||||||
Debt maturity date | Oct. 15, 2027 | Oct. 31, 2027 | |||||||||||||
Stated interest rate | 4.75% | 4.75% | 4.75% | ||||||||||||
Aggregate principal amount | $ 250,000,000 | ||||||||||||||
Debt instrument redemption percentage of par | 100% | ||||||||||||||
Debt instrument repurchase amount | $ 6,900,000 | ||||||||||||||
Senior Note 4.75% | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument outstanding balance | $ 243,100,000 | ||||||||||||||
Stated interest rate | 4.75% | ||||||||||||||
Senior Notes 8.25% Due 2026 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Tendered received for notes holder per principal amount | $ 1,043.75 | ||||||||||||||
Debt Instrument outstanding balance | $ 98,774,000 | $ 593,100,000 | $ 593,113,000 | $ 593,100,000 | |||||||||||
Debt maturity date | Apr. 15, 2026 | Apr. 30, 2026 | |||||||||||||
Stated interest rate | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | |||||||||
Aggregate principal amount | $ 494,300,000 | $ 98,800,000 | $ 675,000,000 | ||||||||||||
Percentage of notes o/s tendered | 83.30% | ||||||||||||||
Debt instrument redemption percentage of par | 104.125% | ||||||||||||||
Debt instrument redemption beginning period | Apr. 15, 2024 | ||||||||||||||
Senior Notes 8.25% Due 2026 | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument redemption amount | $ 98,800,000 | ||||||||||||||
Senior Notes 8.25% Due 2026 | 2022 and 2023 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument repurchase amount | $ 81,900,000 | ||||||||||||||
Senior Notes 8.25% | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate | 8.25% | 8.25% | 8.25% | ||||||||||||
Senior Notes 8.25% Due 2029 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument outstanding balance | $ 500,000,000 | $ 0 | |||||||||||||
Debt maturity date | Apr. 30, 2029 | ||||||||||||||
Stated interest rate | 8.25% | 8.25% | |||||||||||||
Debt Instrument, Issued, Principal | $ 500,000,000 | ||||||||||||||
Net proceeds from issuance of debt | $ 490,300,000 | ||||||||||||||
Senior Notes 8.25% Due 2029 | Redemption Beginning on April 15, 2026 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument redemption percentage of par | 104.125% | ||||||||||||||
Debt instrument redemption beginning period | Apr. 15, 2026 | ||||||||||||||
Senior Notes 8.25% Due 2029 | Redemption Beginning on April 15, 2027 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument redemption percentage of par | 102.063% | ||||||||||||||
Debt instrument redemption beginning period | Apr. 15, 2027 | ||||||||||||||
Senior Notes 8.25% Due 2029 | Redemption Beginning on April 15, 2028 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument redemption percentage of par | 100% | ||||||||||||||
Debt instrument redemption beginning period | Apr. 15, 2028 | ||||||||||||||
Bank Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Bank Credit Facility Aggregate Principal Amount | 400,000,000 | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 275,000,000 | ||||||||||||||
Debt maturity period | Oct. 31, 2028 | ||||||||||||||
Bank credit facility aggregate principal amount of additional borrowing | $ 200,000,000 | ||||||||||||||
Bank credit facility, Consolidated EBITDA | 50% | ||||||||||||||
Percentage of commitment fee to unfunded balance | 0.45% | 0.45% | |||||||||||||
Percentage of capital stock of foreign subsidiary secured by pledge under Bank Credit Facility | 65% | ||||||||||||||
Percentage of loan to value | 50% | ||||||||||||||
Bank Credit Facility | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of commitment fee to unfunded balance | 0.40% | ||||||||||||||
Bank Credit Facility | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fixed charge coverage ratio | 1.75 | ||||||||||||||
Bank Credit Facility | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total leverage ratio | 4.5 | ||||||||||||||
Secured leverage ratio | 2.5 | ||||||||||||||
Consolidated total leverage ratio | 4.25 | ||||||||||||||
Bank Credit Facility | Base Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, percentage points added to reference rate | 2.25% | 2.25% | |||||||||||||
Bank Credit Facility | Base Rate | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, percentage points added to reference rate | 2% | ||||||||||||||
Bank Credit Facility | Base Rate | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, percentage points added to reference rate | 1.75% | ||||||||||||||
Bank Credit Facility | Base Rate | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, percentage points added to reference rate | 3.50% | ||||||||||||||
Bank Credit Facility | Bloomberg Short-Term Bank Yield Index (BSBY) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, percentage points added to reference rate | 3.25% | ||||||||||||||
Bank Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, percentage points added to reference rate | 3.25% | ||||||||||||||
Bank Credit Facility | Secured Overnight Financing Rate (SOFR) | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, percentage points added to reference rate | 3% | ||||||||||||||
Bank Credit Facility | Secured Overnight Financing Rate (SOFR) | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, percentage points added to reference rate | 2.75% | ||||||||||||||
Bank Credit Facility | Secured Overnight Financing Rate (SOFR) | 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 | $ 25,000,000 | ||||||||||||||
Line of credit facility, remaining borrowing capacity | $ 257,000,000 | ||||||||||||||
Sublimit for issuance of standby letters of credit | 100,000,000 | ||||||||||||||
Revolving Credit Facility letters of credit outstanding | $ 18,000,000 | ||||||||||||||
Previous Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 |
Schedule of Principal Payments
Schedule of Principal Payments (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
2024 (remainder) | $ 107,536 | |
2025 | 12,073 | |
2026 | 15,701 | |
2027 | 262,423 | |
2028 | 97,995 | |
2029 | 507,985 | |
Thereafter | 105,803 | |
Total debt | $ 1,109,516 | $ 1,106,691 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 20 Months Ended | 23 Months Ended | |||
Aug. 02, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | May 12, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Share repurchase program, authorized Amount | $ 150 | |||||
Number of shares repurchased under share repurchase program | 2.7 | 10.1 | ||||
Cost of repurchase of shares under share repurchase program | $ 39.4 | $ 112.6 | ||||
Stock repurchased during period, shares | 2.7 | 2.5 | ||||
Share repurchased price per share | $ 14.52 | $ 11.16 | $ 14.52 | |||
Share Repurchase Program [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Stock repurchased during period, shares | 12.8 | |||||
Stock repurchased during period, value | $ 152 | |||||
Shares repurchased, cost per share | $ 11.87 | |||||
Stock repurchase, remaining authorized repurchase amount | $ 73 | $ 73 | ||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Share repurchase program, authorized Amount | $ 225 | |||||
Share repurchase program, additional amount authorized to be repurchased | $ 75 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Restricted common stock units remained outstanding and subject to vesting | 3.3 | ||
Restricted stock based awards | |||
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 | $ 23 | $ 22.3 | |
Allocated share-based compensation expense | $ 6.1 | $ 4.9 | |
Restricted stock based awards | 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% | ||
Restricted stock based awards | 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% | ||
Restricted stock based awards | General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated share-based compensation expense | $ 5.5 | 4.4 | |
Restricted stock based awards | Operating | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated share-based compensation expense | $ 0.6 | $ 0.5 | |
Restricted stock based awards | 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 | 1.5 | 2 | |
Restricted stock based awards | 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 | 1.4 | 1.8 | |
Restricted stock based awards | Employee | Operating | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Restricted common stock units issued by CoreCivic | 0.1 | 0.2 | |
Restricted stock based awards | 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 2022, 2023 and 2024 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, 2022, 2023, and 2024 for the 2022 awards, December 31, 2023, 2024, and 2025 for the 2023 awards, and December 31, 2024, 2025, and 2026 for the 2024 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, 2025 and 2026 have not yet been established, the values of the third RSU increment of the 2023 awards and of the second and third increments of the 2024 awards for financial reporting purposes will not be determined until such criteria are established. A portion of the RSU award granted to CoreCivic's chief executive officer in 2024 contains a single performance-based vesting condition that results in full vesting on the later of (i) the second anniversary of the award or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the fiscal year ending December 31, 2025, if the performance criteria is met for the year ending December 31, 2025, or no vesting if the performance criteria is not met for such year. | ||
Restricted stock based awards | Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Vesting period | 1 year | ||
Restricted stock based awards | 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 |
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, 2024 | Mar. 31, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income, Basic | $ 9,543 | $ 12,400 |
Net income, Diluted | $ 9,543 | $ 12,400 |
Weighted average common shares outstanding, Basic | 112,306 | 114,533 |
Weighted average number of shares outstanding, Diluted | 112,306 | 114,533 |
Weighted average shares and assumed conversions | 113,487 | 115,470 |
BASIC EARNINGS PER SHARE | $ 0.08 | $ 0.11 |
DILUTED EARNINGS PER SHARE | $ 0.08 | $ 0.11 |
Restricted stock based awards | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities | 1,181 | 937 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Income Taxes [Line Items] | ||||
Income tax benefit (expense) | $ 500 | $ (8,146) | ||
Tax benefit for stock-based compensation vesting | 2,600 | |||
Charges for revaluation of deferred tax liabilities | 2,300 | |||
Excise tax rate | 1% | |||
Excise tax amount | $ 200 | $ 100 | ||
Stock repurchased during period, shares | 2.7 | 2.5 | ||
Percentage of likelihood required for a tax position to be measured | 50% | |||
Liabilities for uncertain tax positions | $ 0 | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2024 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 | 43 |
Number of facilities owned by the company | 39 |
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 held for lease to government agencies | Property | 6 |
Segment Reporting - Schedule of
Segment Reporting - 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, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 500,686 | $ 458,002 |
Operating expenses | 378,103 | 354,537 |
General and administrative | (36,465) | (32,679) |
Depreciation and amortization | (31,730) | (31,042) |
Interest expense, net | (18,613) | (19,151) |
Expenses associated with debt repayments and refinancing transactions | (27,242) | 0 |
Gain on sale of real estate assets, net | (568) | 0 |
Other expense | (58) | (47) |
Income before income taxes | 9,043 | 20,546 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 500,685 | 457,901 |
Operating expenses | 378,077 | 354,474 |
Operating income | 122,608 | 103,427 |
Operating Segments | Safety | ||
Segment Reporting Information [Line Items] | ||
Revenue | 457,746 | 417,650 |
Operating expenses | 350,098 | 328,398 |
Operating income | 107,648 | 89,252 |
Operating Segments | Community | ||
Segment Reporting Information [Line Items] | ||
Revenue | 29,900 | 26,414 |
Operating expenses | 24,144 | 22,715 |
Operating income | 5,756 | 3,699 |
Operating Segments | CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Revenue | 13,039 | 13,837 |
Operating expenses | 3,835 | 3,361 |
Operating income | 9,204 | 10,476 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1 | 101 |
Other operating expense | (26) | (63) |
General and administrative | (36,465) | (32,679) |
Depreciation and amortization | (31,730) | (31,042) |
Interest expense, net | (18,613) | (19,151) |
Expenses associated with debt repayments and refinancing transactions | (27,242) | 0 |
Gain on sale of real estate assets, net | 568 | 0 |
Other expense | $ (58) | $ (47) |
Segment Reporting - Summary of
Segment Reporting - Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 10,617 | $ 6,223 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 7,497 | 3,569 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 1,907 | 414 |
CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 305 | 48 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 908 | $ 2,192 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Total Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,027,358 | $ 3,105,399 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,235,054 | 2,284,243 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total assets | 204,315 | 213,145 |
CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Total assets | 396,237 | 402,889 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 191,752 | $ 205,122 |