Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 27, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CXW | |
Entity Registrant Name | CORRECTIONS CORP OF AMERICA | |
Entity Central Index Key | 1,070,985 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 117,552,159 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 42,731 | $ 65,291 |
Restricted cash | 877 | |
Accounts receivable, net of allowance of $414 and $459, respectively | 222,420 | 234,456 |
Prepaid expenses and other current assets | 32,742 | 41,434 |
Total current assets | 297,893 | 342,058 |
Property and equipment, net of accumulated depreciation of $1,319,452 and $1,193,723, respectively | 2,850,219 | 2,883,060 |
Restricted cash | 218 | 131 |
Investment in direct financing lease | 684 | |
Goodwill | 38,386 | 35,557 |
Non-current deferred tax assets | 11,973 | 9,824 |
Other assets | 86,823 | 84,704 |
Total assets | 3,285,512 | 3,356,018 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 329,446 | 317,675 |
Income taxes payable | 1,627 | 1,920 |
Current portion of long-term debt | 8,750 | 5,000 |
Total current liabilities | 339,823 | 324,595 |
Long-term debt, net | 1,420,155 | 1,447,077 |
Deferred revenue | 36,257 | 63,289 |
Other liabilities | 45,084 | 58,309 |
Total liabilities | 1,841,319 | 1,893,270 |
Commitments and contingencies | ||
Preferred stock - $0.01 par value; 50,000 shares authorized; none issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 0 | 0 |
Common stock - $0.01 par value; 300,000 shares authorized; 117,551 and 117,232 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 1,176 | 1,172 |
Additional paid-in capital | 1,776,504 | 1,762,394 |
Accumulated deficit | (333,487) | (300,818) |
Total stockholders' equity | 1,444,193 | 1,462,748 |
Total liabilities and stockholders' equity | $ 3,285,512 | $ 3,356,018 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance | $ 414 | $ 459 |
Accumulated depreciation | $ 1,319,452 | $ 1,193,723 |
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 | 117,551,000 | 117,232,000 |
Common stock, shares outstanding | 117,551,000 | 117,232,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES | $ 474,935 | $ 459,957 | $ 1,385,651 | $ 1,345,252 |
EXPENSES: | ||||
Operating | 326,349 | 326,500 | 956,713 | 945,197 |
General and administrative | 27,699 | 26,791 | 81,543 | 76,770 |
Depreciation and amortization | 42,924 | 41,230 | 127,328 | 108,315 |
Restructuring charges | 4,010 | 4,010 | ||
Asset impairments | 955 | |||
Costs and Expenses, Total | 400,982 | 394,521 | 1,169,594 | 1,131,237 |
OPERATING INCOME | 73,953 | 65,436 | 216,057 | 214,015 |
OTHER (INCOME) EXPENSE: | ||||
Interest expense, net | 16,937 | 11,764 | 51,277 | 33,715 |
Expenses associated with debt refinancing transactions | 701 | 701 | ||
Other (income) expense | 54 | (363) | 103 | (353) |
Total non-operating expense (income) | 16,991 | 12,102 | 51,380 | 34,063 |
INCOME BEFORE INCOME TAXES | 56,962 | 53,334 | 164,677 | 179,952 |
Income tax expense | (1,622) | (2,658) | (5,447) | (6,696) |
NET INCOME | $ 55,340 | $ 50,676 | $ 159,230 | $ 173,256 |
BASIC EARNINGS PER SHARE | $ 0.47 | $ 0.43 | $ 1.36 | $ 1.48 |
DILUTED EARNINGS PER SHARE | 0.47 | 0.43 | 1.35 | 1.47 |
DIVIDENDS DECLARED PER SHARE | $ 0.54 | $ 0.54 | $ 1.62 | $ 1.62 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 159,230 | $ 173,256 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 127,328 | 108,315 |
Asset impairments | 955 | |
Amortization of debt issuance costs and other non-cash interest | 2,362 | 2,186 |
Expenses associated with debt refinancing transactions | 701 | |
Deferred income taxes | (2,149) | 1,243 |
Non-cash revenue and other income | (4,522) | (2,143) |
Income tax benefit of equity compensation | (1,492) | (529) |
Non-cash equity compensation | 14,029 | 11,516 |
Other expenses and non-cash items | 3,636 | 2,372 |
Changes in assets and liabilities, net: | ||
Accounts receivable, prepaid expenses and other assets | 20,680 | (9,686) |
Accounts payable, accrued expenses and other liabilities | (19,114) | 16,911 |
Income taxes payable | 1,199 | 644 |
Net cash provided by operating activities | 301,187 | 305,741 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for facility development and expansions | (30,885) | (143,847) |
Expenditures for other capital improvements | (32,774) | (39,087) |
Capitalized lease payments | (34,470) | |
Acquisition of businesses, net of cash acquired | (43,769) | (13,795) |
Decrease in restricted cash | 240 | 1,251 |
Proceeds from sale of assets | 8,192 | 501 |
Decrease in other assets | 1,158 | 2,106 |
Payments received on direct financing lease and notes receivable | 1,875 | 1,662 |
Net cash used in investing activities | (95,963) | (225,679) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt | 291,250 | 522,000 |
Principal repayments of debt | (316,000) | (402,000) |
Payment of debt issuance and other refinancing and related costs | (68) | (4,575) |
Payment of lease obligations | (10,561) | (3,156) |
Contingent consideration for acquisition of businesses | (1,073) | |
Dividends paid | (192,021) | (187,451) |
Income tax benefit of equity compensation | 1,492 | 529 |
Purchase and retirement of common stock | (3,991) | (9,454) |
Decrease in restricted cash for dividends | 550 | 500 |
Proceeds from exercise of stock options | 2,638 | 7,554 |
Net cash used in financing activities | (227,784) | (76,053) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (22,560) | 4,009 |
CASH AND CASH EQUIVALENTS, beginning of period | 65,291 | 74,393 |
CASH AND CASH EQUIVALENTS, end of period | 42,731 | 78,402 |
Cash paid during the period for: | ||
Interest (net of amounts capitalized of $378 and $4,546 in 2016 and 2015, respectively) | 38,226 | 20,397 |
Income taxes paid (refunded) | $ (2,162) | $ 6,858 |
Consolidated Statements of Cas6
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Interest, capitalized interest | $ 378 | $ 4,546 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | (Accumulated Deficit) Retained Earnings |
BALANCE (in shares) at Dec. 31, 2014 | 116,764 | |||
BALANCE at Dec. 31, 2014 | $ 1,481,500 | $ 1,168 | $ 1,748,303 | $ (267,971) |
Net income | 173,256 | 173,256 | ||
Retirement of common stock (in shares) | (237) | |||
Retirement of common stock | (9,454) | $ (3) | (9,451) | |
Dividends declared on common stock | (191,023) | (191,023) | ||
Restricted stock compensation, net of forfeitures (in shares) | (9) | |||
Restricted stock compensation, net of forfeitures | 10,937 | 10,876 | 61 | |
Income tax benefit of equity compensation | 529 | 529 | ||
Stock option compensation expense, net of forfeitures | 579 | 579 | ||
Restricted stock grants (in shares) | 303 | |||
Restricted stock grants | 3 | $ 3 | ||
Stock options exercised (in shares) | 402 | |||
Stock options exercised | 7,554 | $ 4 | 7,550 | |
BALANCE (in shares) at Sep. 30, 2015 | 117,223 | |||
BALANCE at Sep. 30, 2015 | 1,473,881 | $ 1,172 | 1,758,386 | (285,677) |
BALANCE (in shares) at Dec. 31, 2015 | 117,232 | |||
BALANCE at Dec. 31, 2015 | 1,462,748 | $ 1,172 | 1,762,394 | (300,818) |
Net income | 159,230 | 159,230 | ||
Retirement of common stock (in shares) | (135) | |||
Retirement of common stock | (3,991) | $ (1) | (3,990) | |
Dividends declared on common stock | (191,956) | (191,956) | ||
Restricted stock compensation, net of forfeitures (in shares) | (1) | |||
Restricted stock compensation, net of forfeitures | 13,925 | 13,868 | 57 | |
Income tax benefit of equity compensation | 1,492 | 1,492 | ||
Stock option compensation expense, net of forfeitures | 104 | 104 | ||
Restricted stock grants (in shares) | 314 | |||
Restricted stock grants | 3 | $ 3 | ||
Stock options exercised (in shares) | 141 | |||
Stock options exercised | 2,638 | $ 2 | 2,636 | |
BALANCE (in shares) at Sep. 30, 2016 | 117,551 | |||
BALANCE at Sep. 30, 2016 | $ 1,444,193 | $ 1,176 | $ 1,776,504 | $ (333,487) |
Consolidated Statements of Sto8
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Dividends declared on common stock, per share | $ 0.54 | $ 0.54 | $ 1.62 | $ 1.62 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 9 Months Ended |
Sep. 30, 2016 | |
ORGANIZATION AND OPERATIONS | 1. ORGANIZATION AND OPERATIONS Corrections Corporation of America (together with its subsidiaries, the “Company” or “CCA”) 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. As of September 30, 2016, CCA owned or controlled 49 correctional and detention facilities, owned or controlled 25 residential reentry facilities, and managed an additional 11 correctional and detention facilities owned by its government partners, with a total design capacity of approximately 89,300 beds in 20 states and the District of Columbia. CCA is a Real Estate Investment Trust (“REIT”) specializing in owning, operating and managing prisons and other correctional facilities and providing residential, community reentry, and prisoner transportation services for governmental agencies. In addition to providing fundamental residential services, CCA’s 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. CCA also provides or makes available to offenders certain health care (including medical, dental and mental health services), food services, and work and recreational programs. CCA began operating as a REIT for federal income tax purposes effective January 1, 2013. The Company provides correctional services and conducts other business activities through taxable REIT subsidiaries (“TRSs”). A TRS is a subsidiary of a REIT that is subject to applicable corporate income tax and certain qualification requirements. The Company’s use of TRSs enables CCA to comply with REIT qualification requirements while providing correctional services at facilities it owns and at facilities owned by its government partners and to engage in certain other business operations. A TRS is not subject to the distribution requirements applicable to REITs so it may retain income generated by its operations for reinvestment. Over the past several years, the Company has successfully executed strategies to diversify its business and offer a broader range of solutions to government partners. These solutions serve the public good through high quality corrections and detention management, innovative and cost-saving government real estate solutions, and a growing network of residential reentry centers to help address America’s recidivism crisis. To reflect this transformation, management announced its decision to rename and brand the Company, “CoreCivic”. Announced at the end of October 2016, management’s decision to rename the Company was the result of an intense research, brand strategy, and creative process that began in mid-2015. Legal renaming and related rebranding efforts are ongoing and expected to continue into 2017. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
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 CCA included in its Annual Report on Form 10-K as of and for the year ended December 31, 2015 filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2016 (the “2015 Form 10-K”) with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which establishes a single, comprehensive revenue recognition standard for all contracts with customers. For public reporting entities such as CCA, ASU 2014-09 was originally effective for interim and annual periods beginning after December 15, 2016 and early adoption of the ASU was not permitted. In July 2015, the FASB agreed to defer the effective date of the ASU for public reporting entities by one year, or to interim and annual periods beginning after December 15, 2017. Early adoption is now allowed as of the original effective date for public companies. In summary, the core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Companies are allowed to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a modified retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures. CCA is currently planning to adopt the standard when effective in its fiscal year 2018 and expects to utilize the modified retrospective transition method upon adoption of the ASU. CCA is reviewing the ASU to determine the potential impact it might have on the Company’s results of operations or financial position and its related financial statement disclosure. In February 2016, the FASB issued ASU 2016-02, “Leases (Accounting Standards Codification 842),” which requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting requirements. ASU 2016-02 also eliminates current real estate-specific provisions for all entities. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. For public reporting entities such as CCA, guidance in ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and early adoption of the ASU is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. CCA is currently planning to adopt the ASU when effective in its fiscal year 2019. CCA does not currently expect that the new standard will have a material impact on its financial statements. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” that will change certain aspects of accounting for share-based payments to employees. ASU 2016-09 will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. The new ASU will also allow an employer to repurchase more of an employee’s shares than it can currently for tax withholding purposes without triggering liability accounting, and to make a policy election to account for forfeitures. Companies will be required to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they occur, or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. For public reporting entities such as CCA, guidance in ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption of the ASU is permitted. All of the guidance in the ASU must be adopted in the same period. CCA is evaluating the ASU and expects to adopt the ASU in its fiscal year 2017. CCA also expects that the new standard will have an impact on its financial statements whenever the vested value of the awards differs from the grant-date fair value of such awards. Fair Value of Financial Instruments To meet the reporting requirements of Accounting Standards Codification (“ASC”) 825, “Financial Instruments”, regarding fair value of financial instruments, CCA 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 September 30, 2016 and December 31, 2015, there were no material differences between the carrying amounts and the estimated fair values of CCA’s financial instruments, other than as follows (in thousands): September 30, 2016 December 31, 2015 Carrying Fair Value Carrying Fair Value Investment in direct financing lease $ 1,348 $ 1,382 $ 3,223 $ 3,408 Note receivable from Agecroft Prison Management, LTD $ 3,070 $ 5,027 $ 3,504 $ 5,864 Debt $ (1,439,250 ) $ (1,363,688 ) $ (1,464,000 ) $ (1,452,719 ) Revenue Recognition – Multiple-Element Arrangement In September 2014, CCA agreed to an expansion of an existing inter-governmental service agreement (“IGSA”) between the city of Eloy, Arizona and U.S. Immigration and Customs Enforcement (“ICE”) to provide residential space and services at the South Texas Family Residential Center. The amended IGSA qualifies as a multiple-element arrangement under the guidance in ASC 605, “Revenue Recognition”. CCA determined that there were five distinct elements related to the amended IGSA with ICE. In the three months ended September 30, 2016 and 2015, CCA recognized $71.3 million and $71.0 million, respectively, in revenue associated with the amended IGSA, while $212.8 million and $172.8 million in revenue was recognized in the nine months ended September 30, 2016 and 2015, respectively. The unrecognized balance of the fixed monthly payments is reported in deferred revenue. The current portion of deferred revenue is reflected within accounts payable and accrued expenses while the long-term portion is reflected in deferred revenue in the accompanying consolidated balance sheets. As of September 30, 2016 and December 31, 2015, total deferred revenue associated with this agreement amounted to $72.3 million and $94.6 million, respectively. In October 2016, the Company entered into an amended IGSA that provides for a new, lower fixed monthly payment commencing in November 2016, and extends the life of the contract through September 2021. |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2016 | |
GOODWILL | 3. GOODWILL ASC 350, “Intangibles-Goodwill and Other”, establishes accounting and reporting requirements for goodwill and other intangible assets. Goodwill was $38.4 million and $35.6 million as of September 30, 2016 and December 31, 2015, respectively. This goodwill was established in connection with the acquisitions of Correctional Management, Inc. (“CMI”) in the second quarter of 2016 and Avalon Correctional Services, Inc. (“Avalon”) in the fourth quarter of 2015, both as further described in Note 5, the acquisition of Correctional Alternatives, Inc. (“CAI”) during 2013, and the acquisitions of two service companies during 2000. Under the provisions of ASC 350, CCA performs a qualitative assessment that may allow it to skip the annual two-step impairment test. Under ASC 350, a company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If the two-step impairment test is required, CCA determines the fair value of a reporting unit using a collaboration of various common valuation techniques, including market multiples and discounted cash flows. These impairment tests are required to be performed at least annually. CCA performs its impairment tests during the fourth quarter, in connection with its annual budgeting process. CCA will perform these impairment tests at least annually and whenever circumstances indicate the carrying value of goodwill may not be recoverable. |
REAL ESTATE TRANSACTIONS
REAL ESTATE TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
REAL ESTATE TRANSACTIONS | 4. REAL ESTATE TRANSACTIONS Activations Pursuant to an agreement with Trousdale County, Tennessee, CCA agreed to finance, design, construct, and operate a 2,552-bed facility to meet the responsibilities of a separate IGSA between Trousdale County and the state of Tennessee regarding correctional services. CCA invested approximately $144.0 million in the Trousdale Turner Correctional Center and construction was completed in the fourth quarter of 2015. In order to guarantee access to the beds at the facility, the IGSA with the state of Tennessee includes a minimum monthly payment plus a per diem payment for each inmate housed in the facility in excess of 90% of the design capacity following completion of the ramp, which occurred in the third quarter of 2016. CCA began housing state of Tennessee inmates at the newly activated facility in January 2016. As of September 30, 2016, CCA housed approximately 2,500 inmates at the Trousdale Turner Correctional Center. In December 2015, CCA announced it was awarded a new contract from the Arizona Department of Corrections to house up to an additional 1,000 medium-security inmates at its 1,596-bed Red Rock Correctional Center in Arizona, bringing the contracted bed capacity to 2,000 inmates. In connection with the new contract, CCA is expanding its Red Rock facility to a design capacity of 2,024 beds and adding additional space for inmate reentry programming. Total cost of the expansion is estimated at approximately $37.0 million to $38.0 million, including $30.5 million invested through September 30, 2016. Construction is expected to be completed late in the fourth quarter of 2016, although CCA began receiving inmates under the new contract during the third quarter of 2016. As of September 30, 2016, CCA housed approximately 1,400 inmates at the Red Rock Correctional Center. In April 2016, CCA was awarded a contract to continue providing residential reentry services for the Federal Bureau of Prisons (“BOP”), which was a rebid of existing contracts at both of CCA’s CAI facilities, CAI-Boston Avenue and CAI-Ocean View. During the contract rebid process, CCA identified an opportunity to consolidate BOP resident populations at both facilities into the 483-bed CAI-Ocean View facility in order to make available the CAI-Boston Avenue facility for other potential partners and more efficiently utilize available capacity. On July 18, 2016, CCA announced that it received an award from the California Department of Corrections and Rehabilitation (“CDCR”) to house up to 120 residents as part of The Male Community Reentry Program (“MCRP”) at CCA’s 120-bed CAI-Boston Avenue residential reentry facility in San Diego, California. The MCRP was designed by the CDCR to provide a range of community-based, rehabilitative services to help participants successfully reenter the community and reduce recidivism. The new contract commenced on August 1, 2016 and contains an initial term extending to June 30, 2018, with three one-year renewal options. Leasing Transactions In May 2016, CCA entered into a lease with the Oklahoma Department of Corrections (“ODOC”) for its previously idled 2,400-bed North Fork Correctional Facility. The lease agreement commenced on July 1, 2016, and includes a five-year base term with unlimited two-year renewal options. However, the lease agreement permitted the ODOC to utilize the facility for certain activation activities and, therefore, revenue recognition began upon execution of the lease. The average annual rent to be recognized during the base term is $7.3 million, including annual rent in the fifth year of $12.0 million. After the five-year base term, the annual rent will be equal to the rent due during the prior lease year, adjusted for increases in the Consumer Price Index (“CPI”). CCA is responsible for repairs and maintenance, property taxes and property insurance, while all other aspects and costs of facility operations are the responsibility of the ODOC. Acquisitions On June 10, 2016, CCA acquired a residential reentry facility in Long Beach, California from a privately held owner for approximately $7.7 million, excluding transaction-related expenses. CCA did not assume any debt as part of the all-cash transaction. The 112-bed facility is leased to Community Education Centers, Inc. (“CEC”) under a triple net lease agreement that extends through June 2020 and includes one five-year lease extension option. CEC separately contracts with the CDCR to provide rehabilitative and reentry services to residents at the leased facility. CCA acquired the facility in the real estate–only transaction as a strategic investment that expands the Company’s investment in the residential reentry market. Idle Facilities CCA has seven idled core facilities that are currently available and being actively marketed to potential customers. CCA considers its core facilities to be those that were designed for adult secure correctional and detention purposes. The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CCA owns without significant cost (dollars in thousands): Design Date Net Carrying Values Facility Capacity Idled September 30, 2016 December 31, 2015 Prairie Correctional Facility 1,600 2010 $ 17,358 $ 17,961 Huerfano County Correctional Center 752 2010 17,718 18,276 Diamondback Correctional Facility 2,160 2010 41,914 43,030 Southeast Kentucky Correctional Facility (1) 656 2012 22,820 23,270 Marion Adjustment Center 826 2013 12,238 12,536 Lee Adjustment Center 816 2015 10,466 10,840 Kit Carson Correctional Center 1,488 2016 58,884 60,039 8,298 $ 181,398 $ 185,952 (1) Formerly known as the Otter Creek Correctional Center. From the date each of the aforementioned seven core facilities became idle, CCA incurred operating expenses of approximately $2.3 million and $2.0 million during the three months ended September 30, 2016 and 2015, respectively. From the date each of the aforementioned seven core facilities became idle, CCA incurred operating expenses of approximately $6.0 million and $5.4 million during the nine months ended September 30, 2016 and 2015, respectively. CCA also has four idled non-core facilities with carrying values amounting to $5.0 million and $5.1 million as of September 30, 2016 and December 31, 2015, respectively. CCA considers the Shelby Training Center, Queensgate Correctional Facility, Mineral Wells Pre-Parole Transfer Facility, and Leo Chesney Correctional Center to be non-core facilities because they were designed for uses other than for adult secure correctional and detention purposes. CCA considers the cancellation of a contract as an indicator of impairment and tested each of the aforementioned facilities for impairment when it was notified by the respective customers that they would no longer be utilizing such facility. CCA updates the impairment analyses on an annual basis for each of the idled facilities and evaluates on a quarterly basis market developments for the potential utilization of each of these facilities in order to identify events that may cause CCA to reconsider its most recent assumptions. As a result of CCA’s analyses, CCA determined each of the idled facilities to have recoverable values in excess of the corresponding carrying values. On July 29, 2016, the BOP elected not to renew its contract at CCA’s owned and managed 1,129-bed Cibola County Corrections Center located in New Mexico. CCA prepared to idle the facility upon expiration of the contract on October 30, 2016. CCA performed an impairment analysis of the Cibola County Correctional Center, which had a net carrying value of $29.7 million as of September 30, 2016, and concluded that this asset has a recoverable value in excess of the carrying value. On October 31, 2016, CCA announced a new contract award to house up to 1,116 ICE detainees at the Cibola facility. The contract contains an initial term of five years, with renewal options upon mutual agreement. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2016 | |
BUSINESS COMBINATIONS | 5. BUSINESS COMBINATIONS During the fourth quarter of 2015, CCA closed on the acquisition of 100% of the stock of Avalon, along with two additional facilities operated by Avalon. The acquisition included 11 community corrections facilities with approximately 3,000 beds in Oklahoma, Texas, and Wyoming. CCA acquired Avalon, which specializes in community correctional services, drug and alcohol treatment services, and residential reentry services, as a strategic investment that continues to expand the reentry assets CCA owns and the services the Company provides. The aggregate purchase price of $157.5 million, excluding transaction-related expenses, includes two earn-outs. One earn-out for $5.5 million, which was based on the completion of and transition to a newly constructed facility that delivers the contracted services provided at the Dallas Transitional Center, was paid in the second quarter of 2016. The second earn-out for up to $2.0 million was based on the achievement of certain utilization milestones over 12 months following the acquisition. The utilization milestones were not achieved resulting in a $2.0 million gain recognized in the third quarter of 2016. The gain is reported as revenue in the accompanying statement of operations for the three and nine months ended September 30, 2016. The acquisition was funded utilizing cash from CCA’s $900.0 Million Revolving Credit Facility, as defined hereafter. In allocating the purchase price for the transaction, CCA recorded the following (in millions): Property and equipment $ 119.2 Intangible assets 18.5 Total identifiable assets 137.7 Goodwill 19.8 Total consideration $ 157.5 Several factors gave rise to the goodwill recorded in the acquisition, such as the expected benefit from synergies of the combination and the long-term contracts for community corrections services that continue to broaden the scope of solutions CCA provides, from incarceration through release. The results of operations for Avalon have been included in the Company’s consolidated financial statements from the date of acquisition. On April 8, 2016, CCA closed on the acquisition of 100% of the stock of CMI, along with the real estate used in the operation of CMI’s business from two entities affiliated with CMI. CMI, a privately held community corrections company that operates seven community corrections facilities, including six owned and one leased, with approximately 600 beds in Colorado, specializes in community correctional services, drug and alcohol treatment services, and residential reentry services. CMI provides these services through multiple contracts with three counties in Colorado, as well as the Colorado Department of Corrections, a pre-existing partner of CCA’s. CCA acquired CMI as a strategic investment that continues to expand the reentry assets CCA owns and the services the Company provides. The aggregate purchase price of the transaction was $35.0 million, excluding transaction-related expenses. The transaction was funded utilizing cash from CCA’s $900.0 Million Revolving Credit Facility. In allocating the purchase price for the transaction, CCA recorded the following (in millions): Tangible current assets and liabilities, net $ 1.0 Property and equipment 29.2 Intangible assets 1.5 Total identifiable assets 31.7 Goodwill 3.3 Total consideration $ 35.0 Several factors gave rise to the goodwill recorded in the acquisition, such as the expected benefit from synergies of the combination and the long-term contracts for community corrections services that continues to broaden the scope of solutions CCA provides, from incarceration through release. The results of operations for CMI have been included in the Company’s consolidated financial statements from the date of acquisition. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2016 | |
DEBT | 6. DEBT Debt outstanding as of September 30, 2016 and December 31, 2015 consists of the following (in thousands): September 30, 2016 December 31, $900.0 Million Revolving Credit Facility, principal due at maturity in July 2020; interest payable periodically at variable interest rates. The weighted average rate at September 30, 2016 and December 31, 2015 was 2.0% and 1.9%, respectively. $ 418,000 $ 439,000 Term Loan, scheduled principal payments through maturity in July 2020; interest payable periodically at variable interest rates. The rate at both September 30, 2016 and December 31, 2015 was 2.0%. Unamortized debt issuance costs amounted to $0.4 million and $0.6 million at September 30, 2016 and December 31, 2015, respectively. 96,250 100,000 4.625% Senior Notes, principal due at maturity in May 2023; interest payable semi-annually in May and November at 4.625%. Unamortized debt issuance costs amounted to $4.1 million and $4.5 million at September 30, 2016 and December 31, 2015, respectively. 350,000 350,000 4.125% Senior Notes, principal due at maturity in April 2020; interest payable semi-annually in April and October at 4.125%. Unamortized debt issuance costs amounted to $2.9 million and $3.5 million at September 30, 2016 and December 31, 2015, respectively. 325,000 325,000 5.0% Senior Notes, principal due at maturity in October 2022; interest payable semi-annually in April and October at 5.0%. Unamortized debt issuance costs amounted to $2.9 million and $3.3 million at September 30, 2016 and December 31, 2015, respectively. 250,000 250,000 Total debt 1,439,250 1,464,000 Unamortized debt issuance costs (10,345 ) (11,923 ) Current portion of long-term debt (8,750 ) (5,000 ) Long-term debt, net $ 1,420,155 $ 1,447,077 Revolving Credit Facility. Based on CCA’s current leverage ratio, loans under the $900.0 Million Revolving Credit Facility bear interest at the base rate plus a margin of 0.50% or at LIBOR plus a margin of 1.50%, and a commitment fee equal to 0.35% of the unfunded balance. The $900.0 Million Revolving Credit Facility also has a $50.0 million sublimit for the issuance of standby letters of credit. As of September 30, 2016, CCA had $418.0 million in borrowings under the $900.0 Million Revolving Credit Facility as well as $10.3 million in letters of credit outstanding resulting in $471.7 million available under the $900.0 Million Revolving Credit Facility. The $900.0 Million Revolving Credit Facility is secured by a pledge of all of the capital stock of CCA’s domestic subsidiaries, 65% of the capital stock of CCA’s foreign subsidiaries, all of CCA’s accounts receivable, and all of CCA’s deposit accounts. The $900.0 Million Revolving Credit Facility requires CCA to meet certain financial covenants, including, without limitation, a maximum total leverage ratio, a maximum secured leverage ratio, and a minimum fixed charge coverage ratio. As of September 30, 2016, CCA was in compliance with all such covenants. In addition, the $900.0 Million Revolving Credit Facility contains certain covenants that, among other things, limit the incurrence of additional indebtedness, payment of dividends and other customary restricted payments, 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. In addition, the $900.0 Million Revolving Credit Facility is subject to certain cross-default provisions with terms of CCA’s other indebtedness, and is subject to acceleration upon the occurrence of a change of control. Incremental Term Loan. Senior Notes. The 4.125% Senior Notes, the 4.625% Senior Notes, and the 5.0% Senior Notes, collectively referred to herein as the “Senior Notes,” are senior unsecured obligations of the Company and are guaranteed by all of the Company’s subsidiaries that guarantee the $900.0 Million Revolving Credit Facility. CCA may redeem all or part of the Senior Notes at any time prior to three months before their respective maturity date at a “make-whole” redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the Senior Notes are redeemable at CCA’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. CCA also has the flexibility to issue additional debt or equity securities from time to time when the Company determines that market conditions and the opportunity to utilize the proceeds from the issuance of such securities are favorable. Debt Maturities. 2016 (remainder) $ 1,250 2017 10,000 2018 10,000 2019 15,000 2020 803,000 Thereafter 600,000 Total debt $ 1,439,250 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS’ EQUITY Dividends on Common Stock During 2015 and the first nine months of 2016, CCA’s Board of Directors declared the following quarterly dividends on its common stock: Declaration Date Record Date Payable Date Per Share February 20, 2015 April 2, 2015 April 15, 2015 $ 0.54 May 14, 2015 July 2, 2015 July 15, 2015 $ 0.54 August 13, 2015 October 2, 2015 October 15, 2015 $ 0.54 December 10, 2015 January 4, 2016 January 15, 2016 $ 0.54 February 19, 2016 April 1, 2016 April 15, 2016 $ 0.54 May 12, 2016 July 1, 2016 July 15, 2016 $ 0.54 August 11, 2016 October 3, 2016 October 17, 2016 $ 0.54 Future dividends will depend on CCA’s distribution requirements as a REIT, future earnings, capital requirements, financial condition, opportunities for alternative uses of capital, and on such other factors as the Board of Directors of CCA may consider relevant. Stock Options In the first nine months of 2016 and during 2015, CCA elected not to issue stock options to its non-employee directors, officers, and executive officers as it had in years prior to 2013 and instead elected to issue all of its equity compensation in the form of restricted common stock and restricted common stock units as described below. However, CCA continues to recognize stock option expense during the vesting period of stock options awarded in prior years. During the nine months ended September 30, 2016 and 2015, CCA expensed $0.1 million and $0.6 million, respectively, net of estimated forfeitures, relating to its outstanding stock options, all of which was charged to general and administrative expenses. As of September 30, 2016, options to purchase 1.3 million shares of common stock were outstanding with a weighted average exercise price of $20.53 per common share. Restricted Stock and Restricted Stock Units During the first nine months of 2016, CCA issued approximately 635,000 shares of restricted common stock units (“RSUs”) to certain of its employees and non-employee directors, with an aggregate value of $18.5 million, including 562,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expenses and 73,000 RSUs to employees whose compensation is charged to operating expense. During 2015, CCA issued approximately 438,000 shares of RSUs to certain of its employees and non-employee directors, with an aggregate value of $17.5 million, including 385,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 53,000 RSUs to employees whose compensation is charged to operating expense. CCA established performance-based vesting conditions on the RSUs awarded to its officers and executive officers in years 2014 through 2016. Unless earlier vested under the terms of the agreements, RSUs issued to officers and executive officers in 2015 and 2016 are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria, and no more than one-third of the RSUs may vest in any one performance period. With respect to RSUs issued in 2014, no more than one-third of such shares or RSUs may vest in the first performance period; however, the performance criteria are cumulative for the three-year period. RSUs issued to other employees in 2016, unless earlier vested under the terms of the agreements, generally vest equally on the first, second, and third anniversary of the award. Shares of restricted stock and RSUs issued to other employees in years prior to 2016, unless earlier vested under the terms of the agreements, “cliff” vest on the third anniversary of the award. RSUs issued to non-employee directors vest one year from the date of award. During the three months ended September 30, 2016, CCA expensed $6.2 million, net of forfeitures, relating to restricted common stock and RSUs ($0.4 million of which was recorded in operating expenses, $4.1 million of which was recorded in general and administrative expenses, and $1.7 million of which was recorded in restructuring charges). During the three months ended September 30, 2015, CCA expensed $3.7 million, net of forfeitures, relating to restricted common stock and RSUs ($0.3 million of which was recorded in operating expenses and $3.4 million of which was recorded in general and administrative expenses). During the nine months ended September 30, 2016, CCA expensed $13.9 million, net of forfeitures, relating to restricted common stock and RSUs ($1.3 million of which was recorded in operating expenses, $10.9 million of which was recorded in general and administrative expenses, and $1.7 million of which was recorded in restructuring charges). During the nine months ended September 30, 2015, CCA expensed $10.9 million, net of forfeitures, relating to restricted common stock and RSUs ($1.1 million of which was recorded in operating expenses and $9.8 million of which was recorded in general and administrative expenses). As of September 30, 2016, approximately 1.1 million RSUs remained outstanding and subject to vesting. Restricted stock-based compensation expense of $1.7 million for the three and nine months ended September 30, 2016 included in restructuring charges in the consolidated statement of operations reflects the voluntary forfeiture of RSUs awarded in February 2016 to CCA’s chief executive officer, in connection with a restructuring and cost reduction plan implemented during the third quarter of 2016, as further described in Note 8. |
RESTRUCTURING AND COST REDUCTIO
RESTRUCTURING AND COST REDUCTION PLAN | 9 Months Ended |
Sep. 30, 2016 | |
RESTRUCTURING AND COST REDUCTION PLAN | 8. RESTRUCTURING AND COST REDUCTION PLAN During the third quarter of 2016, CCA announced a restructuring of its corporate operations and implementation of a cost reduction plan, resulting in the elimination of approximately 12% of the corporate workforce at its headquarters. The restructuring realigns the corporate structure to more effectively serve facility operations and support the progression of CCA’s business diversification strategy. CCA reported a charge in the third quarter of 2016 of $4.0 million associated with this restructuring. This charge primarily consists of cash payments for severance and related benefits to terminated employees and a non-cash charge associated with the voluntary forfeiture by CCA’s chief executive officer of an RSU award, as described in Note 7. The impact of these staffing reductions, together with the implementation of the cost reduction plan, are expected to result in expense savings of approximately $9.0 million in 2017, most of which are general and administrative expenses. A substantial portion of these expense savings will commence in the fourth quarter of 2016. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
EARNINGS PER SHARE | 9. 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 CCA, 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 share grants and stock options. A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data): For the Three Months For the Nine Months 2016 2015 2016 2015 NUMERATOR Basic: Net income $ 55,340 $ 50,676 $ 159,230 $ 173,256 Diluted: Net income $ 55,340 $ 50,676 $ 159,230 $ 173,256 DENOMINATOR Basic: Weighted average common shares outstanding 117,443 117,066 117,360 116,889 Diluted: Weighted average common shares outstanding 117,443 117,066 117,360 116,889 Effect of dilutive securities: Stock options 207 559 384 716 Restricted stock-based compensation 44 149 80 181 Weighted average shares and assumed conversions 117,694 117,774 117,824 117,786 BASIC EARNINGS PER SHARE $ 0.47 $ 0.43 $ 1.36 $ 1.48 DILUTED EARNINGS PER SHARE $ 0.47 $ 0.43 $ 1.35 $ 1.47 Approximately 0.1 million and 48,000 stock options were excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2016, respectively, because they were anti-dilutive. Approximately 16,000 and 5,000 stock options were excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2015, respectively, because they were anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Legal Proceedings The nature of CCA’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 CCA’s facilities, personnel or offenders, including damages arising from an offender’s escape or from a disturbance at a facility. CCA maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CCA’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, CCA is subject to substantial self-insurance risk. CCA records litigation reserves related to certain matters for which it is probable that a loss has been incurred and the range of such loss can be estimated. 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 CCA’s self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CCA’s financial statements. In the opinion of management, there are no pending legal proceedings that would have a material effect on CCA’s consolidated financial position, results of operations, or cash flows. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable. 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 adverse impact on CCA’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 CCA’s assumptions, new developments, or by the effectiveness of CCA’s litigation and settlement strategies. Guarantees Hardeman County Correctional Facilities Corporation (“HCCFC”) is a nonprofit, mutual benefit corporation organized under the Tennessee Nonprofit Corporation Act to purchase, construct, improve, equip, finance, own and manage a detention facility located in Hardeman County, Tennessee. HCCFC was created as an instrumentality of Hardeman County to implement the County’s incarceration agreement with the state of Tennessee to house certain inmates. During 1997, HCCFC issued $72.7 million of revenue bonds, which were primarily used for the construction of a 2,016-bed medium security correctional facility. In addition, HCCFC entered into a construction and management agreement with CCA in order to assure the timely and coordinated acquisition, construction, development, marketing and operation of the correctional facility. HCCFC leases the correctional facility to Hardeman County in exchange for all revenue from the operation of the facility. HCCFC has, in turn, entered into a management agreement with CCA for the correctional facility. In connection with the issuance of the revenue bonds, CCA is obligated, under a debt service deficit agreement, to pay the trustee of the bond’s trust indenture (the “Trustee”) amounts necessary to pay any debt service deficits consisting of principal and interest requirements (outstanding principal balance of $6.6 million at September 30, 2016 plus future interest payments). In the event the state of Tennessee, which is currently utilizing the facility to house certain inmates, exercises its option to purchase the correctional facility, CCA is also obligated to pay the difference between principal and interest owed on the bonds on the date set for the redemption of the bonds and amounts paid by the state of Tennessee for the facility plus all other funds on deposit with the Trustee and available for redemption of the bonds. At the option of the state of Tennessee, ownership of the facility would revert to the State in August 2017 at no cost. Therefore, CCA does not currently believe the state of Tennessee will exercise its option to purchase the facility. At September 30, 2016, the outstanding principal balance of the bonds exceeded the purchase price option by $3.4 million. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2016 | |
INCOME TAXES | 11. INCOME TAXES As discussed in Note 1, the Company began operating in compliance with REIT requirements for federal income tax purposes effective January 1, 2013. As a REIT, the Company must distribute at least 90 percent of its taxable income (including dividends paid to it by its TRSs) and will not pay federal income taxes on the amount distributed to its stockholders. In addition, the Company must meet a number of other organizational and operational requirements. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status. Most states where CCA holds investments in real estate conform to the federal rules recognizing REITs. Certain subsidiaries have made an election with the Company to be treated as TRSs in conjunction with the Company’s REIT election; the TRS elections permit CCA to engage in certain business activities in which the REIT may not engage directly. A TRS is subject to federal and state income taxes on the income from these activities and therefore, CCA includes a provision for taxes in its consolidated financial statements. Income taxes are accounted for under the provisions of ASC 740 “Income Taxes”. ASC 740 generally requires CCA 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. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CCA’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. CCA recorded an income tax expense of $1.6 million and $2.7 million for the three months ended September 30, 2016 and 2015, respectively. CCA recorded an income tax expense of $5.4 million and $6.7 million for the nine months ended September 30, 2016 and 2015, respectively. As a REIT, CCA is entitled to a deduction for dividends paid, resulting in a substantial reduction in the amount of federal income tax expense it recognizes. Substantially all of CCA’s income tax expense is incurred based on the earnings generated by its TRSs. CCA’s overall effective tax rate is estimated based on its current projection of taxable income primarily generated in its TRSs. The Company’s consolidated effective tax rate could fluctuate in the future based on changes in estimates of taxable income, the relative amounts of taxable income generated by the TRSs and the REIT, the implementation of additional tax planning strategies, changes in federal or state tax rates or laws affecting tax credits available to the Company, changes in other tax laws, changes in estimates related to uncertain tax positions, or changes in state apportionment factors, as well as changes in the valuation allowance applied to the Company’s deferred tax assets that are based primarily on the amount of state net operating losses and tax credits that could expire unused. 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. CCA had no liabilities recorded for uncertain tax positions as of September 30, 2016. CCA recognizes interest and penalties related to unrecognized tax positions in income tax expense. CCA does not currently anticipate that the total amount of unrecognized tax positions will significantly change in the next twelve months. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT REPORTING | 12. SEGMENT REPORTING As of September 30, 2016, CCA owned and managed 66 facilities, and managed 11 facilities it did not own. In addition, CCA owned eight facilities that it leased to third-party operators. Management views CCA’s operating results in one operating segment. However, the Company has chosen to report financial performance segregated for (1) owned and managed facilities and (2) managed-only facilities as the Company believes this information is useful to users of the financial statements. Owned and managed facilities include the operating results of those facilities placed into service that were owned or controlled via a long-term lease and managed by CCA. Managed-only facilities include the operating results of those facilities owned by a third party and managed by CCA. The operating performance of the owned and managed and the managed-only facilities can be measured based on their net operating income. CCA defines facility net operating income as a facility’s operating income or loss from operations before interest, taxes, asset impairments, depreciation, and amortization. The revenue and net operating income for the owned and managed and the managed-only facilities and a reconciliation to CCA’s operating income is as follows for the three and nine months ended September 30, 2016 and 2015 (in thousands): For the Three Months For the Nine Months 2016 2015 2016 2015 Revenue: Owned and managed $ 411,614 $ 395,587 $ 1,202,166 $ 1,155,604 Managed-only 52,440 54,750 153,616 161,408 Total management revenue 464,054 450,337 1,355,782 1,317,012 Operating expenses: Owned and managed 272,970 270,221 802,642 777,940 Managed-only 47,232 50,364 136,541 147,073 Total operating expenses 320,202 320,585 939,183 925,013 Facility net operating income: Owned and managed 138,644 125,366 399,524 377,664 Managed-only 5,208 4,386 17,075 14,335 Total facility net operating income 143,852 129,752 416,599 391,999 Other revenue (expense): Rental and other revenue 10,881 9,620 29,869 28,240 Other operating expense (6,147 ) (5,915 ) (17,530 ) (20,184 ) General and administrative (27,699 ) (26,791 ) (81,543 ) (76,770 ) Depreciation and amortization (42,924 ) (41,230 ) (127,328 ) (108,315 ) Restructuring charges (4,010 ) — (4,010 ) — Asset impairments — — — (955 ) Operating income $ 73,953 $ 65,436 $ 216,057 $ 214,015 The following table summarizes capital expenditures including accrued amounts for the three and nine months ended September 30, 2016 and 2015 (in thousands): For the Three Months For the Nine Months 2016 2015 2016 2015 Capital expenditures: Owned and managed $ 17,687 $ 41,775 $ 88,418 $ 195,136 Managed-only 1,793 1,074 3,134 2,973 Corporate and other 3,518 15,809 15,727 25,409 Total capital expenditures $ 22,998 $ 58,658 $ 107,279 $ 223,518 The total assets are as follows (in thousands): September 30, 2016 December 31, 2015 Assets: Owned and managed $ 2,850,434 $ 2,966,762 Managed-only 62,693 54,491 Corporate and other 372,385 334,765 Total assets $ 3,285,512 $ 3,356,018 |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 9 Months Ended |
Sep. 30, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES The following condensed consolidating financial statements of CCA and subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X. These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the consolidated financial statements. CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2016 (in thousands) Parent Combined Consolidating Total ASSETS Cash and cash equivalents $ 22,704 $ 20,027 $ — $ 42,731 Accounts receivable, net of allowance 241,507 284,022 (303,109 ) 222,420 Prepaid expenses and other current assets 3,020 35,832 (6,110 ) 32,742 Total current assets 267,231 339,881 (309,219 ) 297,893 Property and equipment, net 2,499,353 350,866 — 2,850,219 Restricted cash 218 — — 218 Goodwill 23,231 15,155 — 38,386 Non-current deferred tax assets — 12,295 (322 ) 11,973 Other assets 343,811 60,626 (317,614 ) 86,823 Total assets $ 3,133,844 $ 778,823 $ (627,155 ) $ 3,285,512 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accrued expenses $ 256,522 $ 382,143 $ (309,219 ) $ 329,446 Income taxes payable 1,374 253 — 1,627 Current portion of long-term debt 8,750 — — 8,750 Total current liabilities 266,646 382,396 (309,219 ) 339,823 Long-term debt, net 1,421,228 113,927 (115,000 ) 1,420,155 Non-current deferred tax liabilities 322 — (322 ) — Deferred revenue — 36,257 — 36,257 Other liabilities 1,455 43,629 — 45,084 Total liabilities 1,689,651 576,209 (424,541 ) 1,841,319 Total stockholders’ equity 1,444,193 202,614 (202,614 ) 1,444,193 Total liabilities and stockholders’ equity $ 3,133,844 $ 778,823 $ (627,155 ) $ 3,285,512 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 (in thousands) Parent Combined Consolidating Total ASSETS Cash and cash equivalents $ 15,666 $ 49,625 $ — $ 65,291 Restricted cash 637 240 — 877 Accounts receivable, net of allowance 300,632 159,286 (225,462 ) 234,456 Prepaid expenses and other current assets 3,760 43,706 (6,032 ) 41,434 Total current assets 320,695 252,857 (231,494 ) 342,058 Property and equipment, net 2,526,278 356,782 — 2,883,060 Restricted cash 131 — — 131 Investment in direct financing lease 684 — — 684 Goodwill 20,402 15,155 — 35,557 Non-current deferred tax assets — 10,217 (393 ) 9,824 Other assets 241,510 57,120 (213,926 ) 84,704 Total assets $ 3,109,700 $ 692,131 $ (445,813 ) $ 3,356,018 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accrued expenses $ 191,600 $ 357,569 $ (231,494 ) $ 317,675 Income taxes payable — 1,920 — 1,920 Current portion of long-term debt 5,000 — — 5,000 Total current liabilities 196,600 359,489 (231,494 ) 324,595 Long-term debt, net 1,448,316 113,761 (115,000 ) 1,447,077 Non-current deferred tax liabilities 393 — (393 ) — Deferred revenue — 63,289 — 63,289 Other liabilities 1,643 56,666 — 58,309 Total liabilities 1,646,952 593,205 (346,887 ) 1,893,270 Total stockholders’ equity 1,462,748 98,926 (98,926 ) 1,462,748 Total liabilities and stockholders’ equity $ 3,109,700 $ 692,131 $ (445,813 ) $ 3,356,018 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2016 (in thousands) Parent Combined Consolidating Total REVENUES $ 298,659 $ 398,617 $ (222,341 ) $ 474,935 EXPENSES: Operating 230,244 318,446 (222,341 ) 326,349 General and administrative 9,326 18,373 — 27,699 Depreciation and amortization 21,321 21,603 — 42,924 Restructuring charges 197 3,813 — 4,010 261,088 362,235 (222,341 ) 400,982 OPERATING INCOME 37,571 36,382 — 73,953 OTHER (INCOME) EXPENSE: Interest expense, net 12,975 3,962 — 16,937 Other (income) expense 115 (57 ) (4 ) 54 13,090 3,905 (4 ) 16,991 INCOME BEFORE INCOME TAXES 24,481 32,477 4 56,962 Income tax expense (512 ) (1,110 ) — (1,622 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 23,969 31,367 4 55,340 Income from equity in subsidiaries 31,371 — (31,371 ) — NET INCOME $ 55,340 $ 31,367 $ (31,367 ) $ 55,340 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2015 (in thousands) Parent Combined Consolidating Total REVENUES $ 294,578 $ 384,840 $ (219,461 ) $ 459,957 EXPENSES: Operating 226,020 319,941 (219,461 ) 326,500 General and administrative 8,226 18,565 — 26,791 Depreciation and amortization 20,623 20,607 — 41,230 254,869 359,113 (219,461 ) 394,521 OPERATING INCOME 39,709 25,727 — 65,436 OTHER (INCOME) EXPENSE: Interest expense, net 7,739 4,025 — 11,764 Expenses associated with debt refinancing transactions 701 — — 701 Other (income) expense 131 (469 ) (25 ) (363 ) 8,571 3,556 (25 ) 12,102 INCOME BEFORE INCOME TAXES 31,138 22,171 25 53,334 Income tax expense (480 ) (2,178 ) — (2,658 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 30,658 19,993 25 50,676 Income from equity in subsidiaries 20,018 — (20,018 ) — NET INCOME $ 50,676 $ 19,993 $ (19,993 ) $ 50,676 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2016 (in thousands) Parent Combined Consolidating Total REVENUES $ 876,697 $ 1,162,834 $ (653,880 ) $ 1,385,651 EXPENSES: Operating 676,997 933,596 (653,880 ) 956,713 General and administrative 27,352 54,191 — 81,543 Depreciation and amortization 63,267 64,061 127,328 Restructuring charges 197 3,813 — 4,010 767,813 1,055,661 (653,880 ) 1,169,594 OPERATING INCOME 108,884 107,173 — 216,057 OTHER (INCOME) EXPENSE: Interest expense, net 38,845 12,432 — 51,277 Other (income) expense 516 (401 ) (12 ) 103 39,361 12,031 (12 ) 51,380 INCOME BEFORE INCOME TAXES 69,523 95,142 12 164,677 Income tax expense (1,393 ) (4,054 ) — (5,447 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 68,130 91,088 12 159,230 Income from equity in subsidiaries 91,100 — (91,100 ) — NET INCOME $ 159,230 $ 91,088 $ (91,088 ) $ 159,230 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2015 (in thousands) Parent Combined Consolidating Total REVENUES $ 899,992 $ 1,093,011 $ (647,751 ) $ 1,345,252 EXPENSES: Operating 669,653 923,295 (647,751 ) 945,197 General and administrative 23,725 53,045 — 76,770 Depreciation and amortization 60,967 47,348 — 108,315 Asset impairments — 955 — 955 754,345 1,024,643 (647,751 ) 1,131,237 OPERATING INCOME 145,647 68,368 — 214,015 OTHER (INCOME) EXPENSE: Interest expense, net 24,420 9,295 — 33,715 Expenses associated with debt refinancing transactions 701 — — 701 Other (income) expense 91 (479 ) 35 (353 ) 25,212 8,816 35 34,063 INCOME BEFORE INCOME TAXES 120,435 59,552 (35 ) 179,952 Income tax expense (1,001 ) (5,695 ) — (6,696 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 119,434 53,857 (35 ) 173,256 Income from equity in subsidiaries 53,822 — (53,822 ) — NET INCOME $ 173,256 $ 53,857 $ (53,857 ) $ 173,256 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2016 (in thousands) Parent Combined Consolidating And Other Total Net cash provided by operating activities $ 271,286 $ 29,901 $ — $ 301,187 Net cash used in investing activities (35,510 ) (60,453 ) — (95,963 ) Net cash provided by (used in) financing activities (228,738 ) 954 — (227,784 ) Net increase (decrease) in cash and cash equivalents 7,038 (29,598 ) — (22,560 ) CASH AND CASH EQUIVALENTS, beginning of period 15,666 49,625 — 65,291 CASH AND CASH EQUIVALENTS, end of period $ 22,704 $ 20,027 $ — 42,731 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2015 (in thousands) Parent Combined Consolidating And Other Total Net cash provided by operating activities $ 182,363 $ 123,378 $ — $ 305,741 Net cash used in investing activities (82,731 ) (75,349 ) (67,599 ) (225,679 ) Net cash provided by (used in) financing activities (79,552 ) (64,100 ) 67,599 (76,053 ) Net increase (decrease) in cash and cash equivalents 20,080 (16,071 ) — 4,009 CASH AND CASH EQUIVALENTS, beginning of period 12,337 62,056 — 74,393 CASH AND CASH EQUIVALENTS, end of period $ 32,417 $ 45,985 $ — $ 78,402 |
BASIS OF PRESENTATION AND SUM22
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which establishes a single, comprehensive revenue recognition standard for all contracts with customers. For public reporting entities such as CCA, ASU 2014-09 was originally effective for interim and annual periods beginning after December 15, 2016 and early adoption of the ASU was not permitted. In July 2015, the FASB agreed to defer the effective date of the ASU for public reporting entities by one year, or to interim and annual periods beginning after December 15, 2017. Early adoption is now allowed as of the original effective date for public companies. In summary, the core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Companies are allowed to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a modified retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures. CCA is currently planning to adopt the standard when effective in its fiscal year 2018 and expects to utilize the modified retrospective transition method upon adoption of the ASU. CCA is reviewing the ASU to determine the potential impact it might have on the Company’s results of operations or financial position and its related financial statement disclosure. In February 2016, the FASB issued ASU 2016-02, “Leases (Accounting Standards Codification 842),” which requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting requirements. ASU 2016-02 also eliminates current real estate-specific provisions for all entities. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. For public reporting entities such as CCA, guidance in ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and early adoption of the ASU is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. CCA is currently planning to adopt the ASU when effective in its fiscal year 2019. CCA does not currently expect that the new standard will have a material impact on its financial statements. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” that will change certain aspects of accounting for share-based payments to employees. ASU 2016-09 will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. The new ASU will also allow an employer to repurchase more of an employee’s shares than it can currently for tax withholding purposes without triggering liability accounting, and to make a policy election to account for forfeitures. Companies will be required to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they occur, or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. For public reporting entities such as CCA, guidance in ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption of the ASU is permitted. All of the guidance in the ASU must be adopted in the same period. CCA is evaluating the ASU and expects to adopt the ASU in its fiscal year 2017. CCA also expects that the new standard will have an impact on its financial statements whenever the vested value of the awards differs from the grant-date fair value of such awards. |
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, CCA 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 September 30, 2016 and December 31, 2015, there were no material differences between the carrying amounts and the estimated fair values of CCA’s financial instruments, other than as follows (in thousands): September 30, 2016 December 31, 2015 Carrying Fair Value Carrying Fair Value Investment in direct financing lease $ 1,348 $ 1,382 $ 3,223 $ 3,408 Note receivable from Agecroft Prison Management, LTD $ 3,070 $ 5,027 $ 3,504 $ 5,864 Debt $ (1,439,250 ) $ (1,363,688 ) $ (1,464,000 ) $ (1,452,719 ) |
Revenue Recognition - Multiple-Element Arrangement | Revenue Recognition – Multiple-Element Arrangement In September 2014, CCA agreed to an expansion of an existing inter-governmental service agreement (“IGSA”) between the city of Eloy, Arizona and U.S. Immigration and Customs Enforcement (“ICE”) to provide residential space and services at the South Texas Family Residential Center. The amended IGSA qualifies as a multiple-element arrangement under the guidance in ASC 605, “Revenue Recognition”. CCA determined that there were five distinct elements related to the amended IGSA with ICE. In the three months ended September 30, 2016 and 2015, CCA recognized $71.3 million and $71.0 million, respectively, in revenue associated with the amended IGSA, while $212.8 million and $172.8 million in revenue was recognized in the nine months ended September 30, 2016 and 2015, respectively. The unrecognized balance of the fixed monthly payments is reported in deferred revenue. The current portion of deferred revenue is reflected within accounts payable and accrued expenses while the long-term portion is reflected in deferred revenue in the accompanying consolidated balance sheets. As of September 30, 2016 and December 31, 2015, total deferred revenue associated with this agreement amounted to $72.3 million and $94.6 million, respectively. In October 2016, the Company entered into an amended IGSA that provides for a new, lower fixed monthly payment commencing in November 2016, and extends the life of the contract through September 2021. |
BASIS OF PRESENTATION AND SUM23
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value | At September 30, 2016 and December 31, 2015, there were no material differences between the carrying amounts and the estimated fair values of CCA’s financial instruments, other than as follows (in thousands): September 30, 2016 December 31, 2015 Carrying Fair Value Carrying Fair Value Investment in direct financing lease $ 1,348 $ 1,382 $ 3,223 $ 3,408 Note receivable from Agecroft Prison Management, LTD $ 3,070 $ 5,027 $ 3,504 $ 5,864 Debt $ (1,439,250 ) $ (1,363,688 ) $ (1,464,000 ) $ (1,452,719 ) |
REAL ESTATE TRANSACTIONS (Table
REAL ESTATE TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Idled Facilities and Respective Carrying Values | The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CCA owns without significant cost (dollars in thousands): Design Date Net Carrying Values Facility Capacity Idled September 30, 2016 December 31, 2015 Prairie Correctional Facility 1,600 2010 $ 17,358 $ 17,961 Huerfano County Correctional Center 752 2010 17,718 18,276 Diamondback Correctional Facility 2,160 2010 41,914 43,030 Southeast Kentucky Correctional Facility (1) 656 2012 22,820 23,270 Marion Adjustment Center 826 2013 12,238 12,536 Lee Adjustment Center 816 2015 10,466 10,840 Kit Carson Correctional Center 1,488 2016 58,884 60,039 8,298 $ 181,398 $ 185,952 (1) Formerly known as the Otter Creek Correctional Center. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Avalon Correctional Services, Inc | |
Business Combination Purchase Price Allocation | In allocating the purchase price for the transaction, CCA recorded the following (in millions): Property and equipment $ 119.2 Intangible assets 18.5 Total identifiable assets 137.7 Goodwill 19.8 Total consideration $ 157.5 |
Correctional Management, Inc | |
Business Combination Purchase Price Allocation | In allocating the purchase price for the transaction, CCA recorded the following (in millions): Tangible current assets and liabilities, net $ 1.0 Property and equipment 29.2 Intangible assets 1.5 Total identifiable assets 31.7 Goodwill 3.3 Total consideration $ 35.0 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule Of Debt Outstanding | Debt outstanding as of September 30, 2016 and December 31, 2015 consists of the following (in thousands): September 30, 2016 December 31, $900.0 Million Revolving Credit Facility, principal due at maturity in July 2020; interest payable periodically at variable interest rates. The weighted average rate at September 30, 2016 and December 31, 2015 was 2.0% and 1.9%, respectively. $ 418,000 $ 439,000 Term Loan, scheduled principal payments through maturity in July 2020; interest payable periodically at variable interest rates. The rate at both September 30, 2016 and December 31, 2015 was 2.0%. Unamortized debt issuance costs amounted to $0.4 million and $0.6 million at September 30, 2016 and December 31, 2015, respectively. 96,250 100,000 4.625% Senior Notes, principal due at maturity in May 2023; interest payable semi-annually in May and November at 4.625%. Unamortized debt issuance costs amounted to $4.1 million and $4.5 million at September 30, 2016 and December 31, 2015, respectively. 350,000 350,000 4.125% Senior Notes, principal due at maturity in April 2020; interest payable semi-annually in April and October at 4.125%. Unamortized debt issuance costs amounted to $2.9 million and $3.5 million at September 30, 2016 and December 31, 2015, respectively. 325,000 325,000 5.0% Senior Notes, principal due at maturity in October 2022; interest payable semi-annually in April and October at 5.0%. Unamortized debt issuance costs amounted to $2.9 million and $3.3 million at September 30, 2016 and December 31, 2015, respectively. 250,000 250,000 Total debt 1,439,250 1,464,000 Unamortized debt issuance costs (10,345 ) (11,923 ) Current portion of long-term debt (8,750 ) (5,000 ) Long-term debt, net $ 1,420,155 $ 1,447,077 |
Schedule of Principal Payments | Debt Maturities. 2016 (remainder) $ 1,250 2017 10,000 2018 10,000 2019 15,000 2020 803,000 Thereafter 600,000 Total debt $ 1,439,250 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Declared Common Stock Dividends | During 2015 and the first nine months of 2016, CCA’s Board of Directors declared the following quarterly dividends on its common stock: Declaration Date Record Date Payable Date Per Share February 20, 2015 April 2, 2015 April 15, 2015 $ 0.54 May 14, 2015 July 2, 2015 July 15, 2015 $ 0.54 August 13, 2015 October 2, 2015 October 15, 2015 $ 0.54 December 10, 2015 January 4, 2016 January 15, 2016 $ 0.54 February 19, 2016 April 1, 2016 April 15, 2016 $ 0.54 May 12, 2016 July 1, 2016 July 15, 2016 $ 0.54 August 11, 2016 October 3, 2016 October 17, 2016 $ 0.54 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 For the Nine Months 2016 2015 2016 2015 NUMERATOR Basic: Net income $ 55,340 $ 50,676 $ 159,230 $ 173,256 Diluted: Net income $ 55,340 $ 50,676 $ 159,230 $ 173,256 DENOMINATOR Basic: Weighted average common shares outstanding 117,443 117,066 117,360 116,889 Diluted: Weighted average common shares outstanding 117,443 117,066 117,360 116,889 Effect of dilutive securities: Stock options 207 559 384 716 Restricted stock-based compensation 44 149 80 181 Weighted average shares and assumed conversions 117,694 117,774 117,824 117,786 BASIC EARNINGS PER SHARE $ 0.47 $ 0.43 $ 1.36 $ 1.48 DILUTED EARNINGS PER SHARE $ 0.47 $ 0.43 $ 1.35 $ 1.47 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Revenue and Net Operating Income of Owned and Managed and the Managed-Only Facilities and Reconciliation to CCA's Operating Income | The revenue and net operating income for the owned and managed and the managed-only facilities and a reconciliation to CCA’s operating income is as follows for the three and nine months ended September 30, 2016 and 2015 (in thousands): For the Three Months For the Nine Months 2016 2015 2016 2015 Revenue: Owned and managed $ 411,614 $ 395,587 $ 1,202,166 $ 1,155,604 Managed-only 52,440 54,750 153,616 161,408 Total management revenue 464,054 450,337 1,355,782 1,317,012 Operating expenses: Owned and managed 272,970 270,221 802,642 777,940 Managed-only 47,232 50,364 136,541 147,073 Total operating expenses 320,202 320,585 939,183 925,013 Facility net operating income: Owned and managed 138,644 125,366 399,524 377,664 Managed-only 5,208 4,386 17,075 14,335 Total facility net operating income 143,852 129,752 416,599 391,999 Other revenue (expense): Rental and other revenue 10,881 9,620 29,869 28,240 Other operating expense (6,147 ) (5,915 ) (17,530 ) (20,184 ) General and administrative (27,699 ) (26,791 ) (81,543 ) (76,770 ) Depreciation and amortization (42,924 ) (41,230 ) (127,328 ) (108,315 ) Restructuring charges (4,010 ) — (4,010 ) — Asset impairments — — — (955 ) Operating income $ 73,953 $ 65,436 $ 216,057 $ 214,015 |
Summary of Capital Expenditures Including Accrued Amounts | The following table summarizes capital expenditures including accrued amounts for the three and nine months ended September 30, 2016 and 2015 (in thousands): For the Three Months For the Nine Months 2016 2015 2016 2015 Capital expenditures: Owned and managed $ 17,687 $ 41,775 $ 88,418 $ 195,136 Managed-only 1,793 1,074 3,134 2,973 Corporate and other 3,518 15,809 15,727 25,409 Total capital expenditures $ 22,998 $ 58,658 $ 107,279 $ 223,518 |
Schedule of Total Assets | The total assets are as follows (in thousands): September 30, 2016 December 31, 2015 Assets: Owned and managed $ 2,850,434 $ 2,966,762 Managed-only 62,693 54,491 Corporate and other 372,385 334,765 Total assets $ 3,285,512 $ 3,356,018 |
CONDENSED CONSOLIDATING FINAN30
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
CONDENSED CONSOLIDATING BALANCE SHEET | CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2016 (in thousands) Parent Combined Consolidating Total ASSETS Cash and cash equivalents $ 22,704 $ 20,027 $ — $ 42,731 Accounts receivable, net of allowance 241,507 284,022 (303,109 ) 222,420 Prepaid expenses and other current assets 3,020 35,832 (6,110 ) 32,742 Total current assets 267,231 339,881 (309,219 ) 297,893 Property and equipment, net 2,499,353 350,866 — 2,850,219 Restricted cash 218 — — 218 Goodwill 23,231 15,155 — 38,386 Non-current deferred tax assets — 12,295 (322 ) 11,973 Other assets 343,811 60,626 (317,614 ) 86,823 Total assets $ 3,133,844 $ 778,823 $ (627,155 ) $ 3,285,512 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accrued expenses $ 256,522 $ 382,143 $ (309,219 ) $ 329,446 Income taxes payable 1,374 253 — 1,627 Current portion of long-term debt 8,750 — — 8,750 Total current liabilities 266,646 382,396 (309,219 ) 339,823 Long-term debt, net 1,421,228 113,927 (115,000 ) 1,420,155 Non-current deferred tax liabilities 322 — (322 ) — Deferred revenue — 36,257 — 36,257 Other liabilities 1,455 43,629 — 45,084 Total liabilities 1,689,651 576,209 (424,541 ) 1,841,319 Total stockholders’ equity 1,444,193 202,614 (202,614 ) 1,444,193 Total liabilities and stockholders’ equity $ 3,133,844 $ 778,823 $ (627,155 ) $ 3,285,512 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 (in thousands) Parent Combined Consolidating Total ASSETS Cash and cash equivalents $ 15,666 $ 49,625 $ — $ 65,291 Restricted cash 637 240 — 877 Accounts receivable, net of allowance 300,632 159,286 (225,462 ) 234,456 Prepaid expenses and other current assets 3,760 43,706 (6,032 ) 41,434 Total current assets 320,695 252,857 (231,494 ) 342,058 Property and equipment, net 2,526,278 356,782 — 2,883,060 Restricted cash 131 — — 131 Investment in direct financing lease 684 — — 684 Goodwill 20,402 15,155 — 35,557 Non-current deferred tax assets — 10,217 (393 ) 9,824 Other assets 241,510 57,120 (213,926 ) 84,704 Total assets $ 3,109,700 $ 692,131 $ (445,813 ) $ 3,356,018 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accrued expenses $ 191,600 $ 357,569 $ (231,494 ) $ 317,675 Income taxes payable — 1,920 — 1,920 Current portion of long-term debt 5,000 — — 5,000 Total current liabilities 196,600 359,489 (231,494 ) 324,595 Long-term debt, net 1,448,316 113,761 (115,000 ) 1,447,077 Non-current deferred tax liabilities 393 — (393 ) — Deferred revenue — 63,289 — 63,289 Other liabilities 1,643 56,666 — 58,309 Total liabilities 1,646,952 593,205 (346,887 ) 1,893,270 Total stockholders’ equity 1,462,748 98,926 (98,926 ) 1,462,748 Total liabilities and stockholders’ equity $ 3,109,700 $ 692,131 $ (445,813 ) $ 3,356,018 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2016 (in thousands) Parent Combined Consolidating Total REVENUES $ 298,659 $ 398,617 $ (222,341 ) $ 474,935 EXPENSES: Operating 230,244 318,446 (222,341 ) 326,349 General and administrative 9,326 18,373 — 27,699 Depreciation and amortization 21,321 21,603 — 42,924 Restructuring charges 197 3,813 — 4,010 261,088 362,235 (222,341 ) 400,982 OPERATING INCOME 37,571 36,382 — 73,953 OTHER (INCOME) EXPENSE: Interest expense, net 12,975 3,962 — 16,937 Other (income) expense 115 (57 ) (4 ) 54 13,090 3,905 (4 ) 16,991 INCOME BEFORE INCOME TAXES 24,481 32,477 4 56,962 Income tax expense (512 ) (1,110 ) — (1,622 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 23,969 31,367 4 55,340 Income from equity in subsidiaries 31,371 — (31,371 ) — NET INCOME $ 55,340 $ 31,367 $ (31,367 ) $ 55,340 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2015 (in thousands) Parent Combined Consolidating Total REVENUES $ 294,578 $ 384,840 $ (219,461 ) $ 459,957 EXPENSES: Operating 226,020 319,941 (219,461 ) 326,500 General and administrative 8,226 18,565 — 26,791 Depreciation and amortization 20,623 20,607 — 41,230 254,869 359,113 (219,461 ) 394,521 OPERATING INCOME 39,709 25,727 — 65,436 OTHER (INCOME) EXPENSE: Interest expense, net 7,739 4,025 — 11,764 Expenses associated with debt refinancing transactions 701 — — 701 Other (income) expense 131 (469 ) (25 ) (363 ) 8,571 3,556 (25 ) 12,102 INCOME BEFORE INCOME TAXES 31,138 22,171 25 53,334 Income tax expense (480 ) (2,178 ) — (2,658 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 30,658 19,993 25 50,676 Income from equity in subsidiaries 20,018 — (20,018 ) — NET INCOME $ 50,676 $ 19,993 $ (19,993 ) $ 50,676 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2016 (in thousands) Parent Combined Consolidating Total REVENUES $ 876,697 $ 1,162,834 $ (653,880 ) $ 1,385,651 EXPENSES: Operating 676,997 933,596 (653,880 ) 956,713 General and administrative 27,352 54,191 — 81,543 Depreciation and amortization 63,267 64,061 127,328 Restructuring charges 197 3,813 — 4,010 767,813 1,055,661 (653,880 ) 1,169,594 OPERATING INCOME 108,884 107,173 — 216,057 OTHER (INCOME) EXPENSE: Interest expense, net 38,845 12,432 — 51,277 Other (income) expense 516 (401 ) (12 ) 103 39,361 12,031 (12 ) 51,380 INCOME BEFORE INCOME TAXES 69,523 95,142 12 164,677 Income tax expense (1,393 ) (4,054 ) — (5,447 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 68,130 91,088 12 159,230 Income from equity in subsidiaries 91,100 — (91,100 ) — NET INCOME $ 159,230 $ 91,088 $ (91,088 ) $ 159,230 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2015 (in thousands) Parent Combined Consolidating Total REVENUES $ 899,992 $ 1,093,011 $ (647,751 ) $ 1,345,252 EXPENSES: Operating 669,653 923,295 (647,751 ) 945,197 General and administrative 23,725 53,045 — 76,770 Depreciation and amortization 60,967 47,348 — 108,315 Asset impairments — 955 — 955 754,345 1,024,643 (647,751 ) 1,131,237 OPERATING INCOME 145,647 68,368 — 214,015 OTHER (INCOME) EXPENSE: Interest expense, net 24,420 9,295 — 33,715 Expenses associated with debt refinancing transactions 701 — — 701 Other (income) expense 91 (479 ) 35 (353 ) 25,212 8,816 35 34,063 INCOME BEFORE INCOME TAXES 120,435 59,552 (35 ) 179,952 Income tax expense (1,001 ) (5,695 ) — (6,696 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 119,434 53,857 (35 ) 173,256 Income from equity in subsidiaries 53,822 — (53,822 ) — NET INCOME $ 173,256 $ 53,857 $ (53,857 ) $ 173,256 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2016 (in thousands) Parent Combined Consolidating And Other Total Net cash provided by operating activities $ 271,286 $ 29,901 $ — $ 301,187 Net cash used in investing activities (35,510 ) (60,453 ) — (95,963 ) Net cash provided by (used in) financing activities (228,738 ) 954 — (227,784 ) Net increase (decrease) in cash and cash equivalents 7,038 (29,598 ) — (22,560 ) CASH AND CASH EQUIVALENTS, beginning of period 15,666 49,625 — 65,291 CASH AND CASH EQUIVALENTS, end of period $ 22,704 $ 20,027 $ — 42,731 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2015 (in thousands) Parent Combined Consolidating And Other Total Net cash provided by operating activities $ 182,363 $ 123,378 $ — $ 305,741 Net cash used in investing activities (82,731 ) (75,349 ) (67,599 ) (225,679 ) Net cash provided by (used in) financing activities (79,552 ) (64,100 ) 67,599 (76,053 ) Net increase (decrease) in cash and cash equivalents 20,080 (16,071 ) — 4,009 CASH AND CASH EQUIVALENTS, beginning of period 12,337 62,056 — 74,393 CASH AND CASH EQUIVALENTS, end of period $ 32,417 $ 45,985 $ — $ 78,402 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) | Sep. 30, 2016BedFacilityState | Jun. 10, 2016Bed |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Number of facilities owned by government partners, managed | 11 | |
Number of beds at the facility | Bed | 89,300 | 112 |
Number of states in which company facilities are located | State | 20 | |
Correctional And Detention Facility | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Number of facilities owned by government partners, managed | 11 | |
Number of facilities owned or controlled by company | 49 | |
Residential Reentry Facility | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Number of facilities owned or controlled by company | 25 |
Schedule of Financial Instrumen
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Investment in direct financing lease, Carrying Amount | $ 1,348 | $ 3,223 |
Note receivable from Agecroft Prison Management LTD, Carrying Amount | 3,070 | 3,504 |
Debt, Carrying Amount | (1,439,250) | (1,464,000) |
Investment in direct financing lease, Fair Value | 1,382 | 3,408 |
Note receivable from Agecroft Prison Management LTD, Fair Value | 5,027 | 5,864 |
Debt, Fair Value | $ (1,363,688) | $ (1,452,719) |
Basis of Presentation and Sum33
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Agreement | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
REVENUES | $ 474,935 | $ 459,957 | $ 1,385,651 | $ 1,345,252 | |
ICE | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Number of distinct multiple element arrangements | Agreement | 5 | ||||
REVENUES | 71,300 | $ 71,000 | $ 212,800 | $ 172,800 | |
Deferred revenue | $ 72,300 | $ 72,300 | $ 94,600 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Establishment of goodwill | This goodwill was established in connection with the acquisitions of Correctional Management, Inc. ("CMI") in the second quarter of 2016 and Avalon Correctional Services, Inc. ("Avalon") in the fourth quarter of 2015, both as further described in Note 5, the acquisition of Correctional Alternatives, Inc. ("CAI") during 2013, and the acquisitions of two service companies during 2000. | |
Goodwill | $ 38,386 | $ 35,557 |
Real Estate Transactions - Addi
Real Estate Transactions - Additional Information (Detail) $ in Thousands | Oct. 31, 2016Person | Jul. 18, 2016OptionPerson | Jun. 10, 2016USD ($)Bed | May 31, 2016USD ($)Bed | Dec. 31, 2015USD ($)BedPerson | Sep. 30, 2016USD ($)Bed | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)BedPerson | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)Bed | Jul. 29, 2016Bed | Apr. 30, 2016Bed |
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Number of beds at the facility | Bed | 112 | 89,300 | 89,300 | |||||||||
Expenditures for facility development and expansions | $ 30,885 | $ 143,847 | ||||||||||
Payment made to acquire residential reentry facility | $ 7,700 | |||||||||||
Lease expiration date | 2020-06 | |||||||||||
Lease extension period | 5 years | |||||||||||
Operating Expense | $ 326,349 | $ 326,500 | 956,713 | 945,197 | ||||||||
CAI - Boston Avenue | New Contracts | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Lease expiration date | Jun. 30, 2018 | |||||||||||
Operating leases agreement renewal term | 1 year | |||||||||||
Number of one-year renewal options | Option | 3 | |||||||||||
Lease agreement commencing date | Aug. 1, 2016 | |||||||||||
CAI-Ocean View | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Number of beds at the facility | Bed | 483 | |||||||||||
Idle Facilities | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Operating Expense | $ 2,300 | $ 2,000 | $ 6,000 | $ 5,400 | ||||||||
Trousdale Turner Correctional Center | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Number of beds at the facility | Bed | 2,552 | 2,552 | ||||||||||
Percentage of guaranteed occupancy under management contract | 90.00% | |||||||||||
Amount invested to acquire property | $ 144,000 | $ 144,000 | ||||||||||
Number of inmates | Person | 2,500 | |||||||||||
Red Rock Correctional Center | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Number of beds at the facility | Bed | 1,596 | 1,596 | ||||||||||
Number of inmates | Person | 1,400 | |||||||||||
Expected additional number of offenders to be managed by the company | Person | 1,000 | |||||||||||
Expenditures for facility development and expansions | $ 30,500 | |||||||||||
Total number of offenders to be managed by the company | Person | 2,000 | |||||||||||
Red Rock Correctional Center | New Contracts | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Number of beds at the facility | Bed | 2,024 | 2,024 | ||||||||||
Oklahoma Department Of Corrections | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Number of beds at the facility | Bed | 2,400 | |||||||||||
Operating leases agreement renewal term | 2 years | |||||||||||
Lease agreement commencing date | Jul. 1, 2016 | |||||||||||
Lease term | 5 years | |||||||||||
Average annual rent | $ 7,300 | |||||||||||
Annual rent year five | $ 12,000 | |||||||||||
Cibola County Corrections Center | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Net Carrying Value | $ 29,700 | 29,700 | ||||||||||
Cibola County Corrections Center | Idle Facilities | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Number of beds at the facility | Bed | 1,129 | |||||||||||
Cibola County Corrections Center | ICE | New Contracts | Subsequent Event | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Contract term | 5 years | |||||||||||
Maximum | CAI - Boston Avenue | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Number of residents to be housed | Person | 120 | |||||||||||
Maximum | Red Rock Correctional Center | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Expenditures for facility development and expansions | 38,000 | |||||||||||
Maximum | Cibola County Corrections Center | ICE | New Contracts | Subsequent Event | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Number of detainees to be housed | Person | 1,116 | |||||||||||
Minimum | Red Rock Correctional Center | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Expenditures for facility development and expansions | 37,000 | |||||||||||
Noncore Business | Idle Facilities | ||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||
Net Carrying Value | $ 5,100 | $ 5,000 | $ 5,000 | $ 5,100 |
Idled Facilities and Respective
Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2016USD ($)Bed | Jun. 10, 2016Bed | Dec. 31, 2015USD ($) | ||
Facility Activations Developments And Closures [Line Items] | ||||
Design Capacity | 89,300 | 112 | ||
Prairie Correctional Facility | ||||
Facility Activations Developments And Closures [Line Items] | ||||
Design Capacity | 1,600 | |||
Date Idled | 2,010 | |||
Net Carrying Value | $ | $ 17,358 | $ 17,961 | ||
Huerfano County Correctional Center | ||||
Facility Activations Developments And Closures [Line Items] | ||||
Design Capacity | 752 | |||
Date Idled | 2,010 | |||
Net Carrying Value | $ | $ 17,718 | 18,276 | ||
Diamondback Correctional Facility | ||||
Facility Activations Developments And Closures [Line Items] | ||||
Design Capacity | 2,160 | |||
Date Idled | 2,010 | |||
Net Carrying Value | $ | $ 41,914 | 43,030 | ||
Southeast Kentucky Correctional Facility | ||||
Facility Activations Developments And Closures [Line Items] | ||||
Design Capacity | [1] | 656 | ||
Date Idled | [1] | 2,012 | ||
Net Carrying Value | $ | [1] | $ 22,820 | 23,270 | |
Marion Adjustment Center | ||||
Facility Activations Developments And Closures [Line Items] | ||||
Design Capacity | 826 | |||
Date Idled | 2,013 | |||
Net Carrying Value | $ | $ 12,238 | 12,536 | ||
Lee Adjustment Center | ||||
Facility Activations Developments And Closures [Line Items] | ||||
Design Capacity | 816 | |||
Date Idled | 2,015 | |||
Net Carrying Value | $ | $ 10,466 | 10,840 | ||
Kit Carson Correctional Center | ||||
Facility Activations Developments And Closures [Line Items] | ||||
Design Capacity | 1,488 | |||
Date Idled | 2,016 | |||
Net Carrying Value | $ | $ 58,884 | 60,039 | ||
Idle Facilities | ||||
Facility Activations Developments And Closures [Line Items] | ||||
Design Capacity | 8,298 | |||
Net Carrying Value | $ | $ 181,398 | $ 185,952 | ||
[1] | Formerly known as the Otter Creek Correctional Center. |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) | Apr. 08, 2016USD ($)BedLeasesEntityFacility | Sep. 30, 2016USD ($)Bed | Dec. 31, 2015USD ($)BedFacility | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Bed | Sep. 30, 2015USD ($) | Jun. 10, 2016Bed |
Business Acquisition [Line Items] | |||||||
Number of beds at the facility | Bed | 89,300 | 89,300 | 112 | ||||
Revenue | $ 474,935,000 | $ 459,957,000 | $ 1,385,651,000 | $ 1,345,252,000 | |||
Revolving Credit Facility | $900.0 Million Revolving Credit Facility | |||||||
Business Acquisition [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | $ 900,000,000 | 900,000,000 | $ 900,000,000 | 900,000,000 | |||
Avalon Correctional Services, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage of acquired stock | 100.00% | ||||||
Number of beds at the facility | Bed | 3,000 | ||||||
Number of facilities acquired | Facility | 11 | ||||||
Aggregate purchase price | $ 157,500,000 | ||||||
Revenue | $ 2,000,000 | $ 2,000,000 | |||||
Avalon Correctional Services, Inc | The achievement of certain utilization milestones over 12 months following the acquisition | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Amounts due under earn-outs business combinations | 2,000,000 | ||||||
Avalon Correctional Services, Inc | The completion of and transition to a newly constructed facility that delivers the contracted services provided at the Dallas Transitional Center | |||||||
Business Acquisition [Line Items] | |||||||
Amounts due under earn-outs business combinations | $ 5,500,000 | ||||||
Correctional Management, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage of acquired stock | 100.00% | ||||||
Number of beds at the facility | Bed | 600 | ||||||
Number of facilities acquired | Facility | 6 | ||||||
Aggregate purchase price | $ 35,000,000 | ||||||
Number of entities affiliated | Entity | 2 | ||||||
Number of facilities | Facility | 7 | ||||||
Number of facilities leased | Leases | 1 |
Business Combination Purchase P
Business Combination Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Apr. 08, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 38,386 | $ 35,557 | |
Avalon Correctional Services, Inc | |||
Business Acquisition [Line Items] | |||
Property and equipment | 119,200 | ||
Intangible assets | 18,500 | ||
Total identifiable assets | 137,700 | ||
Goodwill | 19,800 | ||
Total consideration | $ 157,500 | ||
Correctional Management, Inc | |||
Business Acquisition [Line Items] | |||
Tangible current assets and liabilities, net | $ 1,000 | ||
Property and equipment | 29,200 | ||
Intangible assets | 1,500 | ||
Total identifiable assets | 31,700 | ||
Goodwill | 3,300 | ||
Total consideration | $ 35,000 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,439,250 | $ 1,464,000 |
Unamortized debt issuance costs | (10,345) | (11,923) |
Current portion of long-term debt | (8,750) | (5,000) |
Long-term debt, net | 1,420,155 | 1,447,077 |
Term Loan Due in July 2020 | ||
Debt Instrument [Line Items] | ||
Total debt | 96,250 | 100,000 |
Unamortized debt issuance costs | (400) | (600) |
Senior Notes 4.625% Due 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | 350,000 | 350,000 |
Unamortized debt issuance costs | (4,100) | (4,500) |
Senior Notes 4.125% Due 2020 | ||
Debt Instrument [Line Items] | ||
Total debt | 325,000 | 325,000 |
Unamortized debt issuance costs | (2,900) | (3,500) |
Senior Notes 5.0% Due 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 250,000 | 250,000 |
Unamortized debt issuance costs | (2,900) | (3,300) |
Revolving Credit Facility | $900.0 Million Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 418,000 | $ 439,000 |
Schedule of Debt Outstanding (P
Schedule of Debt Outstanding (Parenthetical) (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Apr. 08, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ 10,345,000 | $ 11,923,000 | |
Term Loan Due in July 2020 | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 2.00% | 2.00% | |
Debt maturity date | Jul. 31, 2020 | ||
Interest payable dates | interest payable periodically at variable interest rates. | ||
Unamortized debt issuance costs | $ 400,000 | $ 600,000 | |
Senior Notes 4.625% Due 2023 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.625% | ||
Debt maturity date | May 1, 2023 | ||
Interest payable dates | interest payable semi-annually in May and November at 4.625%. | ||
Unamortized debt issuance costs | $ 4,100,000 | 4,500,000 | |
Senior Notes 4.125% Due 2020 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.125% | ||
Debt maturity date | Apr. 1, 2020 | ||
Interest payable dates | interest payable semi-annually in April and October at 4.125%. | ||
Unamortized debt issuance costs | $ 2,900,000 | 3,500,000 | |
Senior Notes 5.0% Due 2022 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.00% | ||
Debt maturity date | Oct. 15, 2022 | ||
Interest payable dates | interest payable semi-annually in April and October at 5.0%. | ||
Unamortized debt issuance costs | $ 2,900,000 | 3,300,000 | |
Revolving Credit Facility | $900.0 Million Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 900,000,000 | $ 900,000,000 | $ 900,000,000 |
Revolving Credit Facility maturity date | Jul. 31, 2020 | ||
Weighted average rate | 2.00% | 1.90% | |
Interest payable dates | interest payable periodically at variable interest rates. |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Oct. 06, 2015 | Sep. 25, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | Apr. 30, 2013 | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||
Borrowings under credit facility | $ 418,000,000 | ||||||
Revolving Credit Facility letters of credit outstanding | 10,300,000 | ||||||
Total debt | 1,439,250,000 | $ 1,464,000,000 | |||||
Senior Notes Due 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 325,000,000 | ||||||
Debt maturity date | Apr. 1, 2020 | ||||||
Stated interest rate | 4.125% | ||||||
Senior Notes Due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 350,000,000 | ||||||
Debt maturity date | May 1, 2023 | ||||||
Stated interest rate | 4.625% | ||||||
Senior Notes Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 250,000,000 | ||||||
Debt maturity date | Oct. 15, 2022 | ||||||
Stated interest rate | 5.00% | ||||||
Senior Notes 4.125% Due 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 325,000,000 | 325,000,000 | |||||
Debt maturity date | Apr. 1, 2020 | ||||||
Stated interest rate | 4.125% | ||||||
Debt instrument redemption percentage of par | 100.00% | ||||||
Senior Notes 4.625% Due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 350,000,000 | 350,000,000 | |||||
Debt maturity date | May 1, 2023 | ||||||
Stated interest rate | 4.625% | ||||||
Debt instrument redemption percentage of par | 100.00% | ||||||
Senior Notes 5.0% Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 250,000,000 | 250,000,000 | |||||
Debt maturity date | Oct. 15, 2022 | ||||||
Stated interest rate | 5.00% | ||||||
Debt instrument redemption percentage of par | 100.00% | ||||||
Term Loan Due in July 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 100,000,000 | ||||||
Total debt | $ 96,250,000 | $ 100,000,000 | |||||
Debt maturity date | Jul. 31, 2020 | ||||||
Term Loan Due in July 2020 | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to reference rate | 0.50% | ||||||
Term Loan Due in July 2020 | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to reference rate | 1.75% | ||||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit interest on outstanding borrowings | At CCA's option, interest on outstanding borrowings under the $900.0 Million Revolving Credit Facility is based on either a base rate plus a margin ranging from 0.00% to 0.75% or at LIBOR plus a margin ranging from 1.00% to 1.75% based on CCA's leverage ratio. | ||||||
Line of credit facility, maximum borrowing capacity | $ 900,000,000 | ||||||
Line of credit facility, aggregate principal amount of additional borrowing | 350,000,000 | ||||||
Sublimit swing line loans | 30,000,000 | ||||||
Percentage of commitment fee to unfunded balance | 0.35% | ||||||
Line of credit facility, remaining borrowing capacity | $ 471,700,000 | ||||||
Sublimit for issuance of standby letters of credit | $ 50,000,000 | ||||||
Percentage of capital stock of foreign subsidiary secured by pledge under Revolving Credit Facilities | 65.00% | ||||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to reference rate | 0.50% | ||||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to reference rate | 0.00% | ||||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | Base Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to reference rate | 0.75% | ||||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to reference rate | 1.50% | ||||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to reference rate | 1.00% | ||||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to reference rate | 1.75% |
Schedule of Principal Payments
Schedule of Principal Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
2016 (remainder) | $ 1,250 | |
2,017 | 10,000 | |
2,018 | 10,000 | |
2,019 | 15,000 | |
2,020 | 803,000 | |
Thereafter | 600,000 | |
Total debt | $ 1,439,250 | $ 1,464,000 |
Declared Common Stock Dividends
Declared Common Stock Dividends (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Dividends Payable [Line Items] | ||||
Per Share | $ 0.54 | $ 0.54 | $ 1.62 | $ 1.62 |
Dividend Payment 1st | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Feb. 20, 2015 | |||
Record Date | Apr. 2, 2015 | |||
Payable Date | Apr. 15, 2015 | |||
Per Share | $ 0.54 | |||
Dividend Payment 2nd | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | May 14, 2015 | |||
Record Date | Jul. 2, 2015 | |||
Payable Date | Jul. 15, 2015 | |||
Per Share | $ 0.54 | |||
Dividend Payment 3rd | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Aug. 13, 2015 | |||
Record Date | Oct. 2, 2015 | |||
Payable Date | Oct. 15, 2015 | |||
Per Share | $ 0.54 | |||
Dividend Payment 4th | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Dec. 10, 2015 | |||
Record Date | Jan. 4, 2016 | |||
Payable Date | Jan. 15, 2016 | |||
Per Share | $ 0.54 | |||
Dividend Payment 5th | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Feb. 19, 2016 | |||
Record Date | Apr. 1, 2016 | |||
Payable Date | Apr. 15, 2016 | |||
Per Share | $ 0.54 | |||
Dividend Payment 6th | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | May 12, 2016 | |||
Record Date | Jul. 1, 2016 | |||
Payable Date | Jul. 15, 2016 | |||
Per Share | $ 0.54 | |||
Dividend Payment 7th | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Aug. 11, 2016 | |||
Record Date | Oct. 3, 2016 | |||
Payable Date | Oct. 17, 2016 | |||
Per Share | $ 0.54 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Restricted stock based compensation | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Restricted common stock units issued by CCA to certain of its employees and non-employee directors | 635,000 | 438,000 | |||
Fair value of restricted common stock units issued by CCA to certain of its employees and non-employee directors | $ 18.5 | $ 17.5 | |||
Allocated share-based compensation expense | $ 6.2 | $ 3.7 | $ 13.9 | $ 10.9 | |
Restricted common stock units remained outstanding and subject to vesting | 1,100,000 | 1,100,000 | |||
Restricted stock based compensation | Officers And Executive Officers | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Vesting period | 3 years | ||||
Performance criteria, cumulative period | 3 years | ||||
Percent of awards eligible to vest | 33.33% | ||||
Restricted stock based compensation | Other Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Vesting period, continuous service requirement | 3 years | ||||
Restricted stock based compensation | Non Employee Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Vesting period | 1 year | ||||
Restricted stock based compensation | General and Administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Restricted common stock units issued by CCA to certain of its employees and non-employee directors | 562,000 | 385,000 | |||
Allocated share-based compensation expense | $ 4.1 | 3.4 | $ 10.9 | 9.8 | |
Restricted stock based compensation | Operating | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Restricted common stock units issued by CCA to certain of its employees and non-employee directors | 73,000 | 53,000 | |||
Allocated share-based compensation expense | 0.4 | $ 0.3 | $ 1.3 | 1.1 | |
Restricted stock based compensation | Restructuring Charges | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Allocated share-based compensation expense | $ 1.7 | $ 1.7 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Common stock options outstanding | 1,300,000 | 1,300,000 | |||
Weighted average exercise price of common stock outstanding | $ 20.53 | $ 20.53 | |||
Stock options | General and Administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Expense net of estimated forfeitures, relating to common stock options | $ 0.1 | $ 0.6 |
Restructuring and Cost Reduct45
Restructuring and Cost Reduction Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 4,010 | $ 4,010 | |
Restructuring and cost reduction plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Percentage of corporate workforce eliminated due to restructuring | 12.00% | ||
Restructuring charges | $ 4,000 | ||
Restructuring and cost reduction plan | Scenario, Forecast | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected future expense savings | $ 9,000 |
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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income, Basic | $ 55,340 | $ 50,676 | $ 159,230 | $ 173,256 |
Net income, Diluted | $ 55,340 | $ 50,676 | $ 159,230 | $ 173,256 |
Weighted average common shares outstanding, Basic | 117,443 | 117,066 | 117,360 | 116,889 |
Weighted average common shares outstanding, Basic | 117,443 | 117,066 | 117,360 | 116,889 |
Weighted average shares and assumed conversions | 117,694 | 117,774 | 117,824 | 117,786 |
BASIC EARNINGS PER SHARE | $ 0.47 | $ 0.43 | $ 1.36 | $ 1.48 |
DILUTED EARNINGS PER SHARE | $ 0.47 | $ 0.43 | $ 1.35 | $ 1.47 |
Stock options | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities | 207 | 559 | 384 | 716 |
Restricted stock based compensation | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities | 44 | 149 | 80 | 181 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options excluded from computation of earnings per share because they were anti-dilutive | 100,000 | 16,000 | 48,000 | 5,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 9 Months Ended | ||
Sep. 30, 2016USD ($)BedLegalMatter | Jun. 10, 2016Bed | Dec. 31, 1997USD ($)Facility | |
Loss Contingencies [Line Items] | |||
Number of pending legal proceedings that would have an effect on consolidated financial position, results of operations, or cash flows | LegalMatter | 0 | ||
Number of beds at the facility | Bed | 89,300 | 112 | |
Hardeman County Correctional Facilities Corporation | |||
Loss Contingencies [Line Items] | |||
Issuance of revenue bonds | $ 72.7 | ||
Number of beds at the facility | Facility | 2,016 | ||
Outstanding principal balance of revenue bonds | $ 6.6 | ||
Outstanding principal balance of the bonds exceeded the purchase price option | $ 3.4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Taxes [Line Items] | ||||
Minimum Distribution Percentage of Taxable Income to Qualify for Real Estate Investment Trust | 90.00% | |||
Income tax expense | $ (1,622,000) | $ (2,658,000) | $ (5,447,000) | $ (6,696,000) |
Liabilities for uncertain tax positions | $ 0 | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016FacilitySegment | |
Segment Reporting Information [Line Items] | |
Number of facilities owned and managed | 66 |
Number of facilities owned by government partners, managed | 11 |
Number of Operating segments | Segment | 1 |
Number of facilities leased to third party operators | 8 |
Schedule of Revenue and Net Ope
Schedule of Revenue and Net Operating Income of Owned and Managed and the Managed-Only Facilities and Reconciliation to CCA's Operating Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
REVENUES | $ 474,935 | $ 459,957 | $ 1,385,651 | $ 1,345,252 |
Operating expenses | 326,349 | 326,500 | 956,713 | 945,197 |
Operating income | 73,953 | 65,436 | 216,057 | 214,015 |
General and administrative | (27,699) | (26,791) | (81,543) | (76,770) |
Depreciation and amortization | (42,924) | (41,230) | (127,328) | (108,315) |
Restructuring charges | (4,010) | (4,010) | ||
Asset impairments | (955) | |||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 464,054 | 450,337 | 1,355,782 | 1,317,012 |
Operating expenses | 320,202 | 320,585 | 939,183 | 925,013 |
Operating income | 143,852 | 129,752 | 416,599 | 391,999 |
Operating Segments | Owned and managed | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 411,614 | 395,587 | 1,202,166 | 1,155,604 |
Operating expenses | 272,970 | 270,221 | 802,642 | 777,940 |
Operating income | 138,644 | 125,366 | 399,524 | 377,664 |
Operating Segments | Managed-only | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 52,440 | 54,750 | 153,616 | 161,408 |
Operating expenses | 47,232 | 50,364 | 136,541 | 147,073 |
Operating income | 5,208 | 4,386 | 17,075 | 14,335 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Rental and other revenue | 10,881 | 9,620 | 29,869 | 28,240 |
Other operating expense | (6,147) | (5,915) | (17,530) | (20,184) |
General and administrative | (27,699) | (26,791) | (81,543) | (76,770) |
Depreciation and amortization | (42,924) | $ (41,230) | (127,328) | (108,315) |
Restructuring charges | $ (4,010) | $ (4,010) | ||
Asset impairments | $ (955) |
Summary of Capital Expenditures
Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | $ 22,998 | $ 58,658 | $ 107,279 | $ 223,518 |
Owned and managed | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 17,687 | 41,775 | 88,418 | 195,136 |
Managed-only | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 1,793 | 1,074 | 3,134 | 2,973 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | $ 3,518 | $ 15,809 | $ 15,727 | $ 25,409 |
Schedule of Total Assets (Detai
Schedule of Total Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,285,512 | $ 3,356,018 |
Owned and managed | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,850,434 | 2,966,762 |
Managed-only | ||
Segment Reporting Information [Line Items] | ||
Total assets | 62,693 | 54,491 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 372,385 | $ 334,765 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||||
Cash and cash equivalents | $ 42,731 | $ 65,291 | ||
Restricted cash | 877 | |||
Accounts receivable, net of allowance | 222,420 | 234,456 | ||
Prepaid expenses and other current assets | 32,742 | 41,434 | ||
Total current assets | 297,893 | 342,058 | ||
Property and equipment, net | 2,850,219 | 2,883,060 | ||
Restricted cash | 218 | 131 | ||
Investment in direct financing lease | 684 | |||
Goodwill | 38,386 | 35,557 | ||
Non-current deferred tax assets | 11,973 | 9,824 | ||
Other assets | 86,823 | 84,704 | ||
Total assets | 3,285,512 | 3,356,018 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 329,446 | 317,675 | ||
Income taxes payable | 1,627 | 1,920 | ||
Current portion of long-term debt | 8,750 | 5,000 | ||
Total current liabilities | 339,823 | 324,595 | ||
Long-term debt, net | 1,420,155 | 1,447,077 | ||
Deferred revenue | 36,257 | 63,289 | ||
Other liabilities | 45,084 | 58,309 | ||
Total liabilities | 1,841,319 | 1,893,270 | ||
Total stockholders' equity | 1,444,193 | 1,462,748 | $ 1,473,881 | $ 1,481,500 |
Total liabilities and stockholders' equity | 3,285,512 | 3,356,018 | ||
Parent | ||||
ASSETS | ||||
Cash and cash equivalents | 22,704 | 15,666 | ||
Restricted cash | 637 | |||
Accounts receivable, net of allowance | 241,507 | 300,632 | ||
Prepaid expenses and other current assets | 3,020 | 3,760 | ||
Total current assets | 267,231 | 320,695 | ||
Property and equipment, net | 2,499,353 | 2,526,278 | ||
Restricted cash | 218 | 131 | ||
Investment in direct financing lease | 684 | |||
Goodwill | 23,231 | 20,402 | ||
Other assets | 343,811 | 241,510 | ||
Total assets | 3,133,844 | 3,109,700 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 256,522 | 191,600 | ||
Income taxes payable | 1,374 | |||
Current portion of long-term debt | 8,750 | 5,000 | ||
Total current liabilities | 266,646 | 196,600 | ||
Long-term debt, net | 1,421,228 | 1,448,316 | ||
Non-current deferred tax liabilities | 322 | 393 | ||
Other liabilities | 1,455 | 1,643 | ||
Total liabilities | 1,689,651 | 1,646,952 | ||
Total stockholders' equity | 1,444,193 | 1,462,748 | ||
Total liabilities and stockholders' equity | 3,133,844 | 3,109,700 | ||
Combined Subsidiary Guarantors | ||||
ASSETS | ||||
Cash and cash equivalents | 20,027 | 49,625 | ||
Restricted cash | 240 | |||
Accounts receivable, net of allowance | 284,022 | 159,286 | ||
Prepaid expenses and other current assets | 35,832 | 43,706 | ||
Total current assets | 339,881 | 252,857 | ||
Property and equipment, net | 350,866 | 356,782 | ||
Goodwill | 15,155 | 15,155 | ||
Non-current deferred tax assets | 12,295 | 10,217 | ||
Other assets | 60,626 | 57,120 | ||
Total assets | 778,823 | 692,131 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 382,143 | 357,569 | ||
Income taxes payable | 253 | 1,920 | ||
Total current liabilities | 382,396 | 359,489 | ||
Long-term debt, net | 113,927 | 113,761 | ||
Deferred revenue | 36,257 | 63,289 | ||
Other liabilities | 43,629 | 56,666 | ||
Total liabilities | 576,209 | 593,205 | ||
Total stockholders' equity | 202,614 | 98,926 | ||
Total liabilities and stockholders' equity | 778,823 | 692,131 | ||
Consolidating Adjustments and Other | ||||
ASSETS | ||||
Accounts receivable, net of allowance | (303,109) | (225,462) | ||
Prepaid expenses and other current assets | (6,110) | (6,032) | ||
Total current assets | (309,219) | (231,494) | ||
Non-current deferred tax assets | (322) | (393) | ||
Other assets | (317,614) | (213,926) | ||
Total assets | (627,155) | (445,813) | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | (309,219) | (231,494) | ||
Total current liabilities | (309,219) | (231,494) | ||
Long-term debt, net | (115,000) | (115,000) | ||
Non-current deferred tax liabilities | (322) | (393) | ||
Total liabilities | (424,541) | (346,887) | ||
Total stockholders' equity | (202,614) | (98,926) | ||
Total liabilities and stockholders' equity | $ (627,155) | $ (445,813) |
Condensed Consolidating Stateme
Condensed Consolidating Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
REVENUES | $ 474,935 | $ 459,957 | $ 1,385,651 | $ 1,345,252 |
EXPENSES: | ||||
Operating | 326,349 | 326,500 | 956,713 | 945,197 |
General and administrative | 27,699 | 26,791 | 81,543 | 76,770 |
Depreciation and amortization | 42,924 | 41,230 | 127,328 | 108,315 |
Asset impairments | 955 | |||
Restructuring charges | 4,010 | 4,010 | ||
Costs and Expenses | 400,982 | 394,521 | 1,169,594 | 1,131,237 |
Operating income | 73,953 | 65,436 | 216,057 | 214,015 |
OTHER (INCOME) EXPENSE: | ||||
Interest expense, net | 16,937 | 11,764 | 51,277 | 33,715 |
Expenses associated with debt refinancing transactions | 701 | 701 | ||
Other (income) expense | 54 | (363) | 103 | (353) |
Total non-operating expense (income) | 16,991 | 12,102 | 51,380 | 34,063 |
INCOME BEFORE INCOME TAXES | 56,962 | 53,334 | 164,677 | 179,952 |
Income tax expense | (1,622) | (2,658) | (5,447) | (6,696) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 55,340 | 50,676 | 159,230 | 173,256 |
NET INCOME | 55,340 | 50,676 | 159,230 | 173,256 |
Parent | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
REVENUES | 298,659 | 294,578 | 876,697 | 899,992 |
EXPENSES: | ||||
Operating | 230,244 | 226,020 | 676,997 | 669,653 |
General and administrative | 9,326 | 8,226 | 27,352 | 23,725 |
Depreciation and amortization | 21,321 | 20,623 | 63,267 | 60,967 |
Restructuring charges | 197 | 197 | ||
Costs and Expenses | 261,088 | 254,869 | 767,813 | 754,345 |
Operating income | 37,571 | 39,709 | 108,884 | 145,647 |
OTHER (INCOME) EXPENSE: | ||||
Interest expense, net | 12,975 | 7,739 | 38,845 | 24,420 |
Expenses associated with debt refinancing transactions | 701 | 701 | ||
Other (income) expense | 115 | 131 | 516 | 91 |
Total non-operating expense (income) | 13,090 | 8,571 | 39,361 | 25,212 |
INCOME BEFORE INCOME TAXES | 24,481 | 31,138 | 69,523 | 120,435 |
Income tax expense | (512) | (480) | (1,393) | (1,001) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 23,969 | 30,658 | 68,130 | 119,434 |
Income from equity in subsidiaries | 31,371 | 20,018 | 91,100 | 53,822 |
NET INCOME | 55,340 | 50,676 | 159,230 | 173,256 |
Combined Subsidiary Guarantors | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
REVENUES | 398,617 | 384,840 | 1,162,834 | 1,093,011 |
EXPENSES: | ||||
Operating | 318,446 | 319,941 | 933,596 | 923,295 |
General and administrative | 18,373 | 18,565 | 54,191 | 53,045 |
Depreciation and amortization | 21,603 | 20,607 | 64,061 | 47,348 |
Asset impairments | 955 | |||
Restructuring charges | 3,813 | 3,813 | ||
Costs and Expenses | 362,235 | 359,113 | 1,055,661 | 1,024,643 |
Operating income | 36,382 | 25,727 | 107,173 | 68,368 |
OTHER (INCOME) EXPENSE: | ||||
Interest expense, net | 3,962 | 4,025 | 12,432 | 9,295 |
Other (income) expense | (57) | (469) | (401) | (479) |
Total non-operating expense (income) | 3,905 | 3,556 | 12,031 | 8,816 |
INCOME BEFORE INCOME TAXES | 32,477 | 22,171 | 95,142 | 59,552 |
Income tax expense | (1,110) | (2,178) | (4,054) | (5,695) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 31,367 | 19,993 | 91,088 | 53,857 |
NET INCOME | 31,367 | 19,993 | 91,088 | 53,857 |
Consolidating Adjustments and Other | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
REVENUES | (222,341) | (219,461) | (653,880) | (647,751) |
EXPENSES: | ||||
Operating | (222,341) | (219,461) | (653,880) | (647,751) |
Costs and Expenses | (222,341) | (219,461) | (653,880) | (647,751) |
OTHER (INCOME) EXPENSE: | ||||
Other (income) expense | (4) | (25) | (12) | 35 |
Total non-operating expense (income) | (4) | (25) | (12) | 35 |
INCOME BEFORE INCOME TAXES | 4 | 25 | 12 | (35) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 4 | 25 | 12 | (35) |
Income from equity in subsidiaries | (31,371) | (20,018) | (91,100) | (53,822) |
NET INCOME | $ (31,367) | $ (19,993) | $ (91,088) | $ (53,857) |
Condensed Consolidating State56
Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 301,187 | $ 305,741 |
Net cash used in investing activities | (95,963) | (225,679) |
Net cash provided by (used in) financing activities | (227,784) | (76,053) |
Net increase (decrease) in cash and cash equivalents | (22,560) | 4,009 |
CASH AND CASH EQUIVALENTS, beginning of period | 65,291 | 74,393 |
CASH AND CASH EQUIVALENTS, end of period | 42,731 | 78,402 |
Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 271,286 | 182,363 |
Net cash used in investing activities | (35,510) | (82,731) |
Net cash provided by (used in) financing activities | (228,738) | (79,552) |
Net increase (decrease) in cash and cash equivalents | 7,038 | 20,080 |
CASH AND CASH EQUIVALENTS, beginning of period | 15,666 | 12,337 |
CASH AND CASH EQUIVALENTS, end of period | 22,704 | 32,417 |
Combined Subsidiary Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 29,901 | 123,378 |
Net cash used in investing activities | (60,453) | (75,349) |
Net cash provided by (used in) financing activities | 954 | (64,100) |
Net increase (decrease) in cash and cash equivalents | (29,598) | (16,071) |
CASH AND CASH EQUIVALENTS, beginning of period | 49,625 | 62,056 |
CASH AND CASH EQUIVALENTS, end of period | $ 20,027 | 45,985 |
Consolidating Adjustments and Other | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash used in investing activities | (67,599) | |
Net cash provided by (used in) financing activities | $ 67,599 |