Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 01, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CXW | |
Entity Registrant Name | CoreCivic, Inc. | |
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 | 118,681,329 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 93,625 | $ 52,183 |
Restricted cash | 11,103 | |
Accounts receivable, net of allowance of $919 and $782, respectively | 234,162 | 254,188 |
Prepaid expenses and other current assets | 27,965 | 21,119 |
Total current assets | 366,855 | 327,490 |
Property and equipment, net of accumulated depreciation of $1,576,128 and $1,475,951, respectively | 3,023,963 | 2,802,449 |
Goodwill | 43,996 | 40,927 |
Non-current deferred tax assets | 14,309 | 12,814 |
Other assets | 134,909 | 88,718 |
Total assets | 3,584,032 | 3,272,398 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 307,689 | 277,804 |
Income taxes payable | 1,375 | 3,034 |
Current portion of long-term debt | 12,795 | 10,000 |
Total current liabilities | 321,859 | 290,838 |
Long-term debt, net | 1,752,185 | 1,437,187 |
Deferred revenue | 29,510 | 39,735 |
Other liabilities | 58,403 | 53,030 |
Total liabilities | 2,161,957 | 1,820,790 |
Commitments and contingencies | ||
Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Common stock – $0.01 par value; 300,000 shares authorized; 118,670 and 118,204 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 1,187 | 1,182 |
Additional paid-in capital | 1,803,903 | 1,794,713 |
Accumulated deficit | (383,015) | (344,287) |
Total stockholders' equity | 1,422,075 | 1,451,608 |
Total liabilities and stockholders' equity | $ 3,584,032 | $ 3,272,398 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts receivable, allowance | $ 919 | $ 782 |
Accumulated depreciation | $ 1,576,128 | $ 1,475,951 |
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 | 118,670,000 | 118,204,000 |
Common stock, shares outstanding | 118,670,000 | 118,204,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
REVENUES | $ 462,728 | $ 442,845 | $ 1,353,573 | $ 1,324,922 | ||||
EXPENSES: | ||||||||
Operating | 333,759 | 316,865 | 973,449 | 940,065 | ||||
General and administrative | 25,085 | 28,303 | 77,594 | 79,546 | ||||
Depreciation and amortization | 39,465 | 36,507 | 116,114 | 109,564 | ||||
Asset impairments | $ 1,600 | 355 | 1,580 | 614 | ||||
Costs and Expenses, Total | 398,309 | 382,030 | 1,168,737 | 1,129,789 | ||||
OPERATING INCOME | 64,419 | 60,815 | 184,836 | 195,133 | ||||
OTHER (INCOME) EXPENSE: | ||||||||
Interest expense, net | 20,534 | 17,029 | 58,608 | 50,141 | ||||
Expenses associated with debt refinancing transactions | 1,016 | |||||||
Other (income) expense | 49 | (65) | 39 | (108) | ||||
Total non-operating expense (income) | 20,583 | 16,964 | 59,663 | 50,033 | ||||
INCOME BEFORE INCOME TAXES | 43,836 | 43,851 | 125,173 | 145,100 | ||||
Income tax expense | (2,842) | (2,673) | (7,205) | (8,400) | ||||
NET INCOME | $ 40,994 | $ 39,197 | $ 37,777 | $ 41,178 | $ 45,475 | $ 50,047 | $ 117,968 | $ 136,700 |
BASIC EARNINGS PER SHARE | $ 0.35 | $ 0.35 | $ 1 | $ 1.16 | ||||
DILUTED EARNINGS PER SHARE | $ 0.34 | $ 0.35 | $ 0.99 | $ 1.15 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 117,968 | $ 136,700 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 116,114 | 109,564 |
Asset impairments | 1,580 | 614 |
Amortization of debt issuance costs and other non-cash interest | 2,562 | 2,349 |
Expenses associated with debt refinancing transactions | 1,016 | |
Deferred income taxes | (1,495) | (1,725) |
Non-cash revenue and other income | (11,571) | (10,210) |
Non-cash equity compensation | 9,758 | 12,203 |
Other expenses and non-cash items | 5,476 | 2,975 |
Changes in assets and liabilities, net: | ||
Accounts receivable, prepaid expenses and other assets | 15,318 | (899) |
Accounts payable, accrued expenses and other liabilities | 29,504 | 13,482 |
Income taxes payable | (1,659) | (918) |
Net cash provided by operating activities | 284,571 | 264,135 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for facility development and expansions | (35,750) | (16,543) |
Expenditures for other capital improvements | (44,144) | (35,214) |
Acquisitions, net of cash acquired | (161,057) | (29,174) |
Proceeds from sale of assets | 12,606 | 931 |
Increase in other assets | (2,291) | (2,444) |
Payments received on direct financing lease and notes receivable | 684 | |
Net cash used in investing activities | (230,636) | (81,760) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt and borrowings from credit facility | 690,863 | 197,500 |
Scheduled principal repayments | (4,959) | (7,500) |
Other principal repayments of debt | (523,500) | (215,500) |
Payment of debt issuance and other refinancing and related costs | (6,033) | (65) |
Payment of lease obligations | (2,679) | (1,791) |
Contingent consideration for acquisition of businesses | (1,500) | |
Dividends paid | (153,019) | (150,691) |
Purchase and retirement of common stock | (2,544) | (5,818) |
Proceeds from exercise of stock options | 1,981 | 6,514 |
Net cash used in financing activities | (1,390) | (177,351) |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 52,545 | 5,024 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 52,183 | 37,711 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 104,728 | 42,735 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Debt assumed on acquisition of property | 157,280 | |
Cash paid during the period for: | ||
Interest (net of amounts capitalized of $414 and $0 in 2018 and 2017, respectively) | 38,155 | 40,130 |
Income taxes paid | $ 9,288 | $ 5,015 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Interest, capitalized interest | $ 414 | $ 0 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2016 | $ 1,458,963 | $ 1,176 | $ 1,780,350 | $ (322,563) | |
Balance (in shares) at Dec. 31, 2016 | 117,554 | ||||
Comprehensive income | |||||
Net income | 50,047 | 50,047 | |||
Retirement of common stock | (5,089) | $ (2) | (5,087) | ||
Retirement of common stock (in shares) | (153) | ||||
Dividends declared on common stock | (50,036) | (50,036) | |||
Restricted stock compensation, net of forfeitures | 4,086 | 4,086 | |||
Restricted stock grants | $ 5 | (5) | |||
Restricted stock grants (in shares) | 506 | ||||
Stock options exercised | 5,190 | $ 2 | 5,188 | ||
Stock options exercised (in shares) | 233 | ||||
Balance at Mar. 31, 2017 | 1,463,161 | $ 1,181 | 1,784,532 | (322,552) | |
Balance (in shares) at Mar. 31, 2017 | 118,140 | ||||
Balance at Dec. 31, 2016 | 1,458,963 | $ 1,176 | 1,780,350 | (322,563) | |
Balance (in shares) at Dec. 31, 2016 | 117,554 | ||||
Comprehensive income | |||||
Net income | 136,700 | ||||
Balance at Sep. 30, 2017 | 1,458,681 | $ 1,182 | 1,793,568 | (336,069) | |
Balance (in shares) at Sep. 30, 2017 | 118,191 | ||||
Balance at Mar. 31, 2017 | 1,463,161 | $ 1,181 | 1,784,532 | (322,552) | |
Balance (in shares) at Mar. 31, 2017 | 118,140 | ||||
Comprehensive income | |||||
Net income | 45,475 | 45,475 | |||
Retirement of common stock | (729) | (729) | |||
Retirement of common stock (in shares) | (22) | ||||
Dividends declared on common stock | (50,098) | (50,098) | |||
Restricted stock compensation, net of forfeitures | 4,059 | 4,059 | |||
Restricted stock grants (in shares) | 1 | ||||
Stock options exercised | 1,476 | $ 1 | 1,475 | ||
Stock options exercised (in shares) | 60 | ||||
Balance at Jun. 30, 2017 | 1,463,344 | $ 1,182 | 1,789,337 | (327,175) | |
Balance (in shares) at Jun. 30, 2017 | 118,179 | ||||
Comprehensive income | |||||
Net income | 41,178 | 41,178 | |||
Dividends declared on common stock | (50,072) | (50,072) | |||
Restricted stock compensation, net of forfeitures | 4,058 | 4,058 | |||
Restricted stock grants (in shares) | 2 | ||||
Stock options exercised | 173 | 173 | |||
Stock options exercised (in shares) | 10 | ||||
Balance at Sep. 30, 2017 | 1,458,681 | $ 1,182 | 1,793,568 | (336,069) | |
Balance (in shares) at Sep. 30, 2017 | 118,191 | ||||
Balance at Dec. 31, 2017 | 1,451,608 | $ 1,182 | 1,794,713 | (344,287) | |
Balance (in shares) at Dec. 31, 2017 | 118,204 | ||||
Comprehensive income | |||||
Net income | 37,777 | 37,777 | |||
Change in fair value of interest rate swap, net of tax | (2,028) | (2,028) | |||
Total comprehensive income | 35,749 | 37,777 | (2,028) | ||
Retirement of common stock | (2,525) | $ (1) | (2,524) | ||
Retirement of common stock (in shares) | (117) | ||||
Dividends declared on common stock | (51,533) | (51,533) | |||
Restricted stock compensation, net of forfeitures | 3,486 | 3,486 | |||
Restricted stock compensation, net of forfeitures (in shares) | |||||
Restricted stock grants | $ 4 | (4) | |||
Restricted stock grants (in shares) | 457 | ||||
Cumulative effect of adoption of new accounting standard | (2,575) | (2,575) | |||
Balance at Mar. 31, 2018 | 1,434,210 | $ 1,185 | 1,795,671 | (360,618) | (2,028) |
Balance (in shares) at Mar. 31, 2018 | 118,544 | ||||
Balance at Dec. 31, 2017 | 1,451,608 | $ 1,182 | 1,794,713 | (344,287) | |
Balance (in shares) at Dec. 31, 2017 | 118,204 | ||||
Comprehensive income | |||||
Net income | 117,968 | ||||
Balance at Sep. 30, 2018 | 1,422,075 | $ 1,187 | 1,803,903 | (383,015) | |
Balance (in shares) at Sep. 30, 2018 | 118,670 | ||||
Balance at Mar. 31, 2018 | 1,434,210 | $ 1,185 | 1,795,671 | (360,618) | (2,028) |
Balance (in shares) at Mar. 31, 2018 | 118,544 | ||||
Comprehensive income | |||||
Net income | 39,197 | 39,197 | |||
Change in fair value of interest rate swap, net of tax | 2,028 | 2,028 | |||
Total comprehensive income | 41,225 | 39,197 | 2,028 | ||
Retirement of common stock | (19) | (19) | |||
Retirement of common stock (in shares) | (1) | ||||
Dividends declared on common stock | (51,478) | (51,478) | |||
Restricted stock compensation, net of forfeitures | 3,980 | 3,980 | |||
Restricted stock compensation, net of forfeitures (in shares) | |||||
Restricted stock grants | |||||
Restricted stock grants (in shares) | 5 | ||||
Balance at Jun. 30, 2018 | 1,427,918 | $ 1,185 | 1,799,632 | (372,899) | |
Balance (in shares) at Jun. 30, 2018 | 118,548 | ||||
Comprehensive income | |||||
Net income | 40,994 | $ 0 | 0 | 40,994 | 0 |
Dividends declared on common stock | (51,110) | 0 | 0 | (51,110) | 0 |
Restricted stock compensation, net of forfeitures | 2,292 | $ 0 | 2,292 | 0 | 0 |
Restricted stock compensation, net of forfeitures (in shares) | 0 | ||||
Stock options exercised | 1,981 | $ 2 | 1,979 | 0 | 0 |
Stock options exercised (in shares) | 122 | ||||
Balance at Sep. 30, 2018 | $ 1,422,075 | $ 1,187 | $ 1,803,903 | $ (383,015) | |
Balance (in shares) at Sep. 30, 2018 | 118,670 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | |
Dividends declared on common stock, per share | $ 0.43 | $ 0.43 | $ 0.43 | $ 0.42 | $ 0.42 | $ 0.42 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 9 Months Ended |
Sep. 30, 2018 | |
ORGANIZATION AND OPERATIONS | 1. ORGANIZATION AND OPERATIONS CoreCivic, Inc. (together with its subsidiaries, the "Company" or "CoreCivic") is the nation's largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States. The Company also believes it is the largest private owner of real estate used by U.S. government agencies. Through three segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties, the Company provides a broad range of solutions to government partners that serve the public good through corrections and detention management, a growing network of residential reentry centers to help address America's recidivism crisis, and government real estate solutions. As of September 30, 2018, through its CoreCivic Safety segment, the Company operated 51 correctional and detention facilities, 44 of which the Company owned, with a total design capacity of approximately 73,000 beds. Through its CoreCivic Community segment, the Company also owned and operated 26 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, through its CoreCivic Properties segment, the Company owned 27 properties leased to third parties and used by government agencies, totaling 2.3 million square feet. In addition to providing fundamental residential services, CoreCivic's correctional, detention, and reentry facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training, and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release. CoreCivic also provides or makes available to offenders certain health care (including medical, dental, and mental health services), food services, and work and recreational programs. CoreCivic began operating as a real estate investment trust ("REIT") effective January 1, 2013. The Company provides 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 permits CoreCivic to engage in certain business activities in which the REIT may not engage directly, so long as these activities are conducted in entities that elect to be treated as TRSs under the Internal Revenue Code of 1986, as amended, and enable CoreCivic to, among other things, provide correctional services at facilities it owns and at facilities owned by its government partners. A TRS is not subject to the distribution requirements applicable to REITs so it may retain income generated by its operations for reinvestment. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
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 ("US GAAP") have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. Reference is made to the audited financial statements of CoreCivic included in its Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission (the "SEC") on February 22, 2018 (the "2017 Form 10-K") with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company. Reclassifications Certain reclassifications have been made to the segmented data to conform to the current year presentation. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("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 CoreCivic, 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. 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. CoreCivic adopted the standard in the first quarter of 2018 and utilized the modified retrospective transition method upon adoption. CoreCivic completed its analysis of the various contracts and revenue streams and concluded that the adoption of the ASU does not have a material impact on the Company's results of operations or financial position and its related financial statement disclosure. Upon adoption of the ASU, CoreCivic classifies certain contract-related costs for which it may not be reimbursed, or for costs that have been reimbursed, but may be required to be returned to the customer, as reductions to revenue. Prior to adoption, such costs were reflected as operating expenses. In February 2016, the FASB issued ASU 2016-02, "Leases (ASC 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 finance leases and operating leases, a lessee should recognize on the balance sheet a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term, with each initially measured at the present value of the lease payments. For public reporting entities such as CoreCivic, 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. In July 2018, the FASB issued ASU 2018-11, "Targeted Improvements – Leases (Topic 842)", which permits entities to adopt a new transition method whereby the modified retrospective transition method would allow companies to recognize the cumulative-effect adjustment in the period of adoption rather than the earliest period presented and continue to apply the legacy guidance in ASC 840 in the comparative periods presented. Further, ASU 2018-11 also allows entities to elect, by class of underlying asset, to not separate non-lease components from the associated lease components when certain criteria are met. CoreCivic does not currently expect that the new standard will have a material impact on its results of operations, but expects that it will result in an increase in its long-term assets and liabilities for leases where the Company is the lessee. CoreCivic expects to elect to adopt the package of available practical expedients that permits lessees and lessors to not reassess certain items, including whether any expired or existing contracts are or contain leases, lease classification of any expired or existing leases, and initial direct costs for any expired or existing leases. In January 2017, the FASB issued ASU 2017-04, "Intangibles–Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment", that eliminates the requirement to calculate the implied fair value of goodwill by performing a hypothetical application of the acquisition method as of the date of the impairment test to measure a goodwill impairment charge. This requirement is the second step in the annual two-step quantitative impairment test that is currently required under Accounting Standards Codification ("ASC") 350, "Intangibles-Goodwill and Other". Instead, entities will recognize an impairment charge based on the first step of the quantitative impairment test currently required, which is the measurement of the excess of a reporting unit's carrying amount over its fair value. Entities will still have the option to perform a qualitative assessment to determine if the quantitative impairment test is necessary. For public reporting entities such as CoreCivic, guidance in ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption of the ASU is allowed for interim or annual goodwill impairment tests performed on testing dates on or after January 1, 2017. CoreCivic adopted ASU 2017-04 in the third quarter of 2018. In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory", which requires companies to recognize the income tax effects of intercompany sales or transfers of assets, other than inventory, in the income statement as income tax expense when the sale or transfer occurs. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. The guidance requires companies to apply a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. In the period of adoption, companies will write off any income tax effects that had been deferred from past intercompany transactions involving non-inventory assets to opening retained earnings. CoreCivic adopted the new standard in the first quarter of 2018 and wrote off approximately $2.6 million of prepaid taxes to accumulated deficit as a result of intercompany transactions between the REIT and one of its TRSs . In November 2016, the FASB issued ASU 2016 -18, "Statement of Cash Flows – Restricted Cash", which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. For public reporting entities such as CoreCivic, the guidance is to be applied retrospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. CoreCivic adopted the new standard in the first quarter of 2018. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or are not expected to, have a material effect on the Company's results of operations or financial position. Fair Value of Financial Instruments To meet the reporting requirements of ASC 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At September 30, 2018 and December 31, 2017, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands): September 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,953 $ 4,235 $ 3,059 $ 4,511 Debt $ (1,778,684 ) $ (1,742,497 ) $ (1,459,000 ) $ (1,490,063 ) |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2018 | |
GOODWILL | 3. GOODWILL ASC 350, "Intangibles-Goodwill and Other", establishes accounting and reporting requirements for goodwill and other intangible assets. Goodwill was $44.0 million and $40.9 million as of September 30, 2018 and December 31, 2017, respectively. This goodwill was established in connection with multiple business combination transactions. Under the provisions of ASC 350, CoreCivic 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, CoreCivic 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. CoreCivic performs its impairment tests during the fourth quarter, in connection with its annual budgeting process. CoreCivic performs 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, 2018 | |
REAL ESTATE TRANSACTIONS | 4. REAL ESTATE TRANSACTIONS Acquisitions On January 19, 2018, CoreCivic acquired the 261,000 square-foot Capital Commerce Center, located in Tallahassee, Florida for a purchase price of $44.7 million, excluding transaction-related costs and certain closing credits. Capital Commerce Center is 98% leased, including 87% leased to the state of Florida on behalf of the Florida Department of Business and Professional Regulation. In allocating the purchase price of this transaction, CoreCivic recorded $40.6 million of net tangible assets and $3.2 million of identifiable intangible assets. On July 17, 2018, CoreCivic acquired a portfolio of twelve properties for $12.0 million, excluding transaction-related costs, 100% leased to the U.S. Federal Government through the General Services Administration ("GSA") on behalf of the Social Security Administration ("SSA"), the Department of Homeland Security, and U.S. Immigration and Customs Enforcement. Since this was a portfolio acquisition, the Company may elect to market up to three of the properties for sale. In allocating the purchase price of this transaction, CoreCivic recorded $11.1 million of net tangible assets and $1.7 million of identifiable intangible assets. On August 23, 2018, CoreCivic acquired a 541,000 square-foot SSA office building in Baltimore, Maryland ("SSA-Baltimore") for a total purchase price of $242.0 million, excluding transaction-related costs and certain closing credits. The office building was purpose built to SSA specifications in 2014 under a 20-year firm term lease expiring in January 2034, and is backed by the full faith and credit of the U.S. Federal Government through the GSA. In connection with the acquisition and as further described in Note 6, CoreCivic assumed $157.3 million of in-place financing that was used to fund the initial construction of the property in 2014. In allocating the purchase price of this transaction, CoreCivic recorded $207.4 million of net tangible assets and $38.9 million of identifiable intangible assets. On September 21, 2018, CoreCivic acquired a 217,000 square-foot, steel frame warehouse in Dayton, Ohio for $6.9 million, excluding transaction-related costs and certain closing credits, that was built-to-suit for the National Archives and Records Administration ("NARA") in 2002. The building is 100% leased to the GSA on behalf of NARA through January 2023 and includes two additional 10-year renewal options. The building provides 1.2 million cubic feet of storage space, approximately 90% of which is dedicated to archives of the U.S. Internal Revenue Service. In allocating the purchase price of this transaction, CoreCivic recorded $6.9 million of net tangible assets and $0.7 million of identifiable intangible assets. CoreCivic acquired these 15 properties in 2018 as strategic investments that further diversify the Company's cash flows through government-leased properties and broaden the solutions it provides to its government partners. Leasing Transactions On January 24, 2018, CoreCivic entered into a 20-year lease agreement with the Kansas Department of Corrections ("KDOC") for a 2,432-bed correctional facility the Company is constructing in Lansing, Kansas. The new facility will replace the Lansing Correctional Facility, the State's largest correctional complex for adult male inmates, originally constructed in 1863. CoreCivic will be responsible for facility maintenance throughout the 20-year term of the lease, at which time ownership will revert to the State. Construction of the new facility commenced in the first quarter of 2018 with a timeline for completion of approximately 24 months. CoreCivic expects to account for the lease with the KDOC as a multiple element lease with a portion of the lease payments attributable to the capital lease. In addition, portions of the lease payments will be attributable to maintenance services and capital maintenance, representing two separately valued non-lease components. As of September 30, 2018, CoreCivic has capitalized $31.8 million associated with the construction of the project. Idle Facilities As of September 30, 2018, CoreCivic had eight idled correctional facilities that are currently available and being actively marketed as solutions to meet the needs of potential customers. The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CoreCivic owns without significant cost (dollars in thousands) Net Carrying Values Design Date September 30, December 31, Facility Capacity Idled 2018 2017 Prairie Correctional Facility 1,600 2010 $ 15,330 $ 16,118 Huerfano County Correctional Center 752 2010 16,803 16,980 Diamondback Correctional Facility 2,160 2010 40,702 41,370 Southeast Kentucky Correctional Facility 656 2012 21,233 21,864 Marion Adjustment Center 826 2013 11,878 12,058 Kit Carson Correctional Center 1,488 2016 55,952 57,095 Eden Detention Center 1,422 2017 38,741 39,707 Torrance County Detention Facility 910 2017 35,752 36,882 9,814 $ 236,391 $ 242,074 As of September 30, 2018, CoreCivic also had two idled non-core facilities containing 440 beds with an aggregate net book value of $3.9 million. CoreCivic incurred approximately $3.0 million in operating expenses at the idled facilities for both the three months ended September 30, 2018 and 2017. CoreCivic incurred approximately $9.7 million and $8.0 million in operating expenses at the idled facilities for the nine months ended September 30, 2018 and 2017, respectively. CoreCivic considers the cancellation of a contract as an indicator of impairment and tested each of the idled facilities for impairment when it was notified by the respective customers that they would no longer be utilizing such facility. CoreCivic 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 CoreCivic to reconsider its most recent assumptions. As a result of CoreCivic's analyses, CoreCivic determined each of the idled facilities to have recoverable values in excess of the corresponding carrying values. Asset Dispositions In the second quarter of 2018, CoreCivic entered into an agreement to sell its corporate headquarters for $12.6 million. In connection with the agreement, the Company wrote-down the value of the property to its net realizable value, recognizing an asset impairment charge of $1.6 million in the second quarter of 2018. CoreCivic closed on the sale during the third quarter of 2018 and used the net proceeds from the sale to pay-down a portion of the amounts outstanding under the Company's revolving credit facility. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2018 | |
BUSINESS COMBINATIONS | 5. BUSINESS COMBINATIONS Effective January 1, 2018, CoreCivic closed on the acquisition of Rocky Mountain Offender Management Systems, LLC ("RMOMS"), which provides non-residential correctional alternatives, including electronic monitoring and case management services, to municipal, county, and state governments in seven states. The aggregate purchase price was $7.0 million, excluding transaction-related expenses. In allocating the purchase price for the transaction, CoreCivic recorded the following (in millions): Property and equipment $ 0.8 Intangible assets 3.1 Total identifiable assets and liabilities 3.9 Goodwill 3.1 Total consideration $ 7.0 Several factors gave rise to the goodwill recorded in the acquisition of RMOMS, such as the expected benefit from synergies of the business combination that continues to broaden the scope of solutions CoreCivic provides. The results of operations for this business combination have been included in the Company's consolidated financial statements from the date of the acquisition. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
DEBT | 6. DEBT Debt outstanding as of September 30, 2018 and December 31, 2017 consists of the following (in thousands): September 30, December 31, 2018 2017 Revolving Credit Facility, principal due at maturity in April 2023; interest payable periodically at variable interest rates. The weighted average rate at September 30, 2018 and December 31, 2017 was 3.7% and 3.1%, respectively. $ 189,000 $ 199,000 Term Loan, scheduled principal payments through maturity in April 2023; interest payable periodically at variable interest rates. The rate at September 30, 2018 and December 31, 2017 was 3.7% and 3.1%, respectively. Unamortized debt issuance costs amounted to $0.1 million and $0.3 million at September 30, 2018 and December 31, 2017, respectively. 198,750 85,000 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 $2.9 million and $3.3 million at September 30, 2018 and December 31, 2017, 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 $1.3 million and $1.9 million at September 30, 2018 and December 31, 2017, 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 $1.9 million and $2.3 million at September 30, 2018 and December 31, 2017, respectively. 250,000 250,000 4.75% Senior Notes, principal due at maturity in October 2027; interest payable semi-annually in April and October at 4.75%. Unamortized debt issuance costs amounted to $3.6 million and $4.0 million at September 30, 2018 and December 31, 2017, respectively. 250,000 250,000 4.5% Non-Recourse Mortgage Note, secured by Capital Commerce Center; principal and interest at 4.5% payable monthly until maturity in January 2033. Unamortized debt issuance costs amounted to $0.3 million at September 30, 2018. 23,725 — 4.43% Non-Recourse Mortgage Note, secured by the Lansing Correctional Facility; principal and interest at 4.43% payable quarterly beginning in July 2020 until maturity in January 2040. Unamortized debt issuance costs amounted to $3.4 million at September 30, 2018. 35,363 — 4.5% Non-Recourse Mortgage Note, secured by SSA-Baltimore; principal and interest at 4.5% payable monthly until maturity in February 2034. Unamortized debt issuance costs amounted to $0.2 million at September 30, 2018. 156,846 — Total debt 1,778,684 1,459,000 Unamortized debt issuance costs (13,704 ) (11,813 ) Current portion of long-term debt (12,795 ) (10,000 ) Long-term debt, net $ 1,752,185 $ 1,437,187 Revolving Credit Facility. On April 17, 2018, CoreCivic entered into the Second Amended and Restated Credit Agreement (the "New Credit Agreement") in an aggregate principal amount of up to $1.0 billion, replacing the pre-existing $900.0 million senior secured revolving credit facility and the associated incremental term loan, which was originally $100.0 million. The New Credit Agreement provides for a term loan of $200.0 million (the "Term Loan") and a revolving credit facility in an aggregate principal amount of up to $800.0 million (the "Revolving Credit Facility"). The New Credit Agreement, among other things, extends the maturity from July 2020 to April 2023, and increases the total leverage covenant from 5.0x to 5.5x. The New Credit Agreement also contains an "accordion" feature that provides for uncommitted incremental extensions of credit in the form of increases in the revolving commitments or incremental term loans of up to $350.0 million, as requested by CoreCivic, and provides additional flexibility by increasing certain permitted investment, disposition, and borrowing thresholds. Interest rate margins, unused facility fees, and commitment fees for letters of credit remain the same under the New Credit Agreement, except for the addition of a new interest rate margin and fee tier to accommodate the increase in the covenant for total leverage from 5.0x to 5.5x. All other terms remain substantially the same. CoreCivic capitalized approximately $2.1 million of new costs associated with the Revolving Credit Facility and $0.1 million of new costs associated with the Term Loan. CoreCivic also reported a charge of approximately $1.0 million during the second quarter of 2018 for the write-off of a portion of the pre-existing loan costs and other costs associated with the New Credit Agreement. At CoreCivic's option, interest on outstanding borrowings under the Revolving Credit Facility is based on either a base rate plus a margin ranging from 0.00% to 1.00% or at the London Interbank Offered Rate ("LIBOR") plus a margin ranging from 1.00% to 2.00% based on CoreCivic's then-current leverage ratio. The Revolving Credit Facility includes a $30.0 million sublimit for swing line loans that enables CoreCivic to borrow at the base rate from the Administrative Agent on same-day notice. Based on CoreCivic's current total leverage ratio, loans under the 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 Revolving Credit Facility also has a $50.0 million sublimit for the issuance of standby letters of credit. As of September 30, 2018, CoreCivic had $189.0 million in borrowings outstanding under the Revolving Credit Facility as well as $23.7 million in letters of credit outstanding resulting in $587.3 million available under the Revolving Credit Facility. The Revolving Credit Facility is secured by a pledge of all of the capital stock of CoreCivic's domestic restricted subsidiaries, 65% of the capital stock of CoreCivic's foreign subsidiaries, all of CoreCivic's accounts receivable, and all of CoreCivic's deposit accounts. The Revolving Credit Facility requires CoreCivic 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, 2018, CoreCivic was in compliance with all such covenants. In addition, the 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 Revolving Credit Facility is subject to certain cross-default provisions with terms of CoreCivic's other unsecured indebtedness, and is subject to acceleration upon the occurrence of a change of control. Incremental Term Loan . Interest rates under the Term Loan are the same as the interest rates under the Revolving Credit Facility. The Term Loan also has the same collateral requirements, financial and certain other covenants, and cross-default provisions as the Revolving Credit Facility. The Term Loan, which is pre-payable without penalty, also has a maturity concurrent with the Revolving Credit Facility due April 2023, with scheduled quarterly principal payments through April 2023. As of September 30, 2018, the outstanding balance of the Term Loan was $198.8 million. Senior Notes. Interest on the $325.0 million aggregate principal amount of CoreCivic's 4.125% senior notes issued in April 2013 (the "4.125% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 4.125% Senior Notes are scheduled to mature on April 1, 2020. Interest on the $350.0 million aggregate principal amount of CoreCivic's 4.625% senior notes issued in April 2013 (the "4.625% Senior Notes") accrues at the stated rate and is payable in May and November of each year. The 4.625% Senior Notes are scheduled to mature on May 1, 2023. Interest on the $250.0 million aggregate principal amount of CoreCivic's 5.0% senior notes issued in September 2015 (the "5.0% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 5.0% Senior Notes are scheduled to mature on October 15, 2022. Interest on the $250.0 million aggregate principal amount of CoreCivic's 4.75% senior notes issued in October 2017 (the "4.75% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 4.75% Senior Notes are scheduled to mature on October 15, 2027. The 4.125% Senior Notes, the 4.625% Senior Notes, the 5.0% Senior Notes, and the 4.75% 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 Revolving Credit Facility. CoreCivic 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 CoreCivic's option, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. Non-Recourse Mortgage Notes : Capital Commerce Center. As previously discussed herein, on January 19, 2018, CoreCivic acquired the 261,000 square-foot Capital Commerce Center, located in Tallahassee, Florida for a purchase price of $44.7 million. The acquisition was partially financed with a $24.5 million non-recourse mortgage note (the "Capital Commerce Note"), which is fully-secured by the Capital Commerce Center property, with an interest rate of 4.5%, maturing in January 2033. Principal and interest on the Capital Commerce Note are payable in equal monthly payments over the 15-year term of the note. The note is pre-payable at any time with a prepayment charge, if any, equal to an amount so as to maintain the same yield on the mortgage note as if it had been carried through to its full term using Treasury instruments having a term equal to the remaining term of the mortgage note as of the prepayment date. As of September 30, 2018, the outstanding balance of the Capital Commerce Note was $23.7 million. Lansing Correctional Facility. On April 20, 2018, CoreCivic of Kansas, LLC (the "Issuer"), a wholly-owned subsidiary of the Company, priced $159.5 million in aggregate principal amount of non-recourse senior secured notes of the Issuer (the "Kansas Notes"), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The private placement closed on June 1, 2018. The Company is using the proceeds of the private placement, which is drawn on quarterly funding dates beginning in the second quarter of 2018, to fund construction of the Lansing Correctional Facility, along with costs and expenses of the project. The Kansas Notes have a yield to maturity of 4.43% and are scheduled to mature in January 2040, approximately 20 years following completion of the project, which is expected to occur during the first quarter of 2020. Principal and interest on the Kansas Notes will be payable in quarterly payments beginning in July 2020 until maturity. CoreCivic may redeem all or part of the Kansas Notes at any time upon written notice of not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, with a "make-whole" amount, together with interest on the Kansas Notes accrued to, but not including, the redemption date. CoreCivic capitalized approximately $3.4 million of costs associated with the private placement. Because the Issuer has been designated as an unrestricted subsidiary of the Company under terms of the Company's New Credit Agreement, the issuance and service of the Kansas Notes, and the revenues and expenses associated with the facility lease, will not impact the financial covenants associated with the Company's New Credit Agreement. As of September 30, 2018, the outstanding balance of the Kansas Notes was $35.4 million. SSA-Baltimore. As previously discussed herein, on August 23, 2018, CoreCivic acquired the 541,000 square-foot SSA-Baltimore office building for a total purchase price of $242.0 million. In connection with the acquisition, the Company assumed $157.3 million of in-place financing that was used to fund the initial construction of the property in 2014. The assumed non-recourse mortgage note (the "SSA-Baltimore Note") carries a fixed interest rate of 4.5% and requires monthly principal and interest payments, with a balloon payment of $40.0 million due at maturity in February 2034. The SSA-Baltimore Note is fully-secured by the SSA-Baltimore property. CoreCivic may pre-pay the SSA-Baltimore Note in whole or in part upon not less than 30 days' and not more than 60 days' prior written notice and such pre-payment shall include a "make-whole" amount. During the last 90 days of the permanent loan term and upon 30 days' prior written notice, CoreCivic may prepay the note in full, including any accrued and outstanding interest on any permanent loan payment date, without the payment of the "make-whole" amount. CoreCivic capitalized approximately $0.2 million of costs associated with the assumption of the SSA-Baltimore Note. As of September 30, 2018, the outstanding balance of the SSA-Baltimore Note was $156.8 million. CoreCivic may also seek 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. Scheduled principal payments as of September 30, 2018 for the remainder of 2018, the next four years, and thereafter were as follows (in thousands): 2018 (remainder) $ 2,857 2019 14,121 2020 343,849 2021 20,337 2022 274,231 Thereafter 1,123,289 Total debt $ 1,778,684 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2018 | |
STOCKHOLDERS' EQUITY | 7. Dividends on Common Stock During 2017 and the first nine months of 2018, CoreCivic's Board of Directors declared the following quarterly dividends on its common stock: Declaration Date Record Date Payable Date Per Share February 17, 2017 April 3, 2017 April 17, 2017 $ 0.42 May 11, 2017 July 3, 2017 July 17, 2017 $ 0.42 August 10, 2017 October 2, 2017 October 16, 2017 $ 0.42 December 7, 2017 January 2, 2018 January 15, 2018 $ 0.42 February 22, 2018 April 2, 2018 April 16, 2018 $ 0.43 May 11, 2018 July 2, 2018 July 16, 2018 $ 0.43 August 16, 2018 October 1, 2018 October 15, 2018 $ 0.43 Future dividends will depend on CoreCivic's distribution requirements as a REIT, future earnings, capital requirements, financial condition, limitations under debt covenants, opportunities for alternative uses of capital, and on such other factors as the Board of Directors of CoreCivic may consider relevant. Stock Options Since 2012, CoreCivic has elected not to issue stock options to its non-employee directors, officers, and executive officers as it had in prior years, and instead elected to issue all of its equity compensation in the form of restricted common stock units ("RSUs"), as described hereafter. All outstanding stock options are fully vested. As of September 30, 2018, options to purchase 0.7 million shares of common stock were outstanding with a weighted average exercise price of $20.17 per share. Restricted Stock Units During the first nine months of 2018, CoreCivic issued approximately 945,000 RSUs to certain of its employees and non-employee directors, with an aggregate value of $20.5 million, including 850,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 95,000 RSUs to employees whose compensation is charged to operating expense. During 2017, CoreCivic issued approximately 554,000 RSUs to certain of its employees and non-employee directors, with an aggregate value of $18.1 million, including 487,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 67,000 RSUs to employees whose compensation is charged to operating expense. CoreCivic established performance-based vesting conditions on the RSUs awarded to its officers and executive officers in years 2015 through 2018. Unless earlier vested under the terms of the agreements, performance-based RSUs issued to officers and executive officers in those years 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. Time-based RSUs issued to other employees in 2016 through 2018, unless earlier vested under the terms of the agreements, generally vest equally on the first, second, and third anniversary of the award. Time-based RSUs issued to other employees in 2015, 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, 2018, CoreCivic expensed $2.3 million, net of forfeitures, relating to RSUs ($0.4 million of which was recorded in operating expenses and $1.9 million of which was recorded in general and administrative expenses). During the three months ended September 30, 2017, CoreCivic expensed $4.1 million, net of forfeitures, relating to RSUs ($0.5 million of which was recorded in operating expenses and $3.6 million of which was recorded in general and administrative expenses). During the nine months ended September 30, 2018, CoreCivic expensed $9.8 million, net of forfeitures, relating to RSUs ($1.4 million of which was recorded in operating expenses and $8.4 million of which was recorded in general and administrative expenses). During the nine months ended September 30, 2017, CoreCivic expensed $12.2 million, net of forfeitures, relating to RSUs ($1.5 million of which was recorded in operating expenses and $10.7 million of which was recorded in general and administrative expenses). As of September 30, 2018, approximately 1.2 million RSUs remained outstanding and subject to vesting. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
EARNINGS PER SHARE | 8. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted stock-based awards and stock options. A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 NUMERATOR Basic: Net income $ 40,994 $ 41,178 $ 117,968 $ 136,700 Diluted: Net income $ 40,994 $ 41,178 $ 117,968 $ 136,700 DENOMINATOR Basic: Weighted average common shares outstanding 118,597 118,182 118,544 118,044 Diluted: Weighted average common shares outstanding 118,597 118,182 118,544 118,044 Effect of dilutive securities: Stock options 178 262 123 353 Restricted stock-based awards 74 84 44 62 Weighted average shares and assumed conversions 118,849 118,528 118,711 118,459 BASIC EARNINGS PER SHARE $ 0.35 $ 0.35 $ 1.00 $ 1.16 DILUTED EARNINGS PER SHARE $ 0.34 $ 0.35 $ 0.99 $ 1.15 Approximately 16,000 and 0.3 million stock options were excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2018, 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, 2017, respectively, because they were anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Legal Proceedings The nature of CoreCivic's business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, offenders or others. The nature of such claims includes, but is not limited to, claims arising from employee or offender misconduct, medical malpractice, employment matters, property loss, contractual claims, including claims regarding compliance with contract performance requirements, and personal injury or other damages resulting from contact with CoreCivic's facilities, personnel or offenders, including damages arising from an offender's escape or from a disturbance at a facility. CoreCivic maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CoreCivic is subject to substantial self-insurance risk. CoreCivic 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 CoreCivic's self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CoreCivic's financial statements. In the opinion of management, there are no pending legal proceedings that would have a material effect on CoreCivic'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 CoreCivic's consolidated financial position, results of operations, or cash flows for the period in which such decisions or rulings occur, or future periods. Expenses associated with legal proceedings may also fluctuate from quarter to quarter based on changes in CoreCivic's assumptions, new developments, or by the effectiveness of CoreCivic's litigation and settlement strategies. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
INCOME TAXES | 10. 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 CoreCivic 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 CoreCivic 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, CoreCivic 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 CoreCivic to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CoreCivic's past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. The Tax Cuts and Jobs Act (the "TCJA") was enacted on December 22, 2017. The TCJA reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign-sourced earnings. However, the TCJA does not change the dividends paid deduction applicable to REITs and, therefore, CoreCivic generally will not be subject to federal income taxes on the Company's REIT taxable income and gains that it distributes to its stockholders. In the fourth quarter of 2017, the Company recorded, in accordance with ASC 740, the tax effects of enactment of the TCJA on existing deferred tax balances and the Company estimates there is no one-time transition tax on foreign earnings. The Company re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. In the fourth quarter of 2017, the Company recognized a charge of $4.5 million, which was included as a component of income tax expense, for the revaluation of deferred tax assets and liabilities and other taxes associated with the TCJA . During the third quarter of 2018, the Company revised its estimates of the revaluation of deferred tax assets and liabilities resulting in the recognition of an additional charge of $1.0 million, which also was included as a component of income tax expense. However, the Company is still analyzing certain aspects of the TCJA, including research on historical earnings of certain foreign subsidiaries among others, and refining its calculations which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. CoreCivic recorded income tax expense of $2.8 million and $2.7 million for the three months ended September 30, 2018 and 2017, respectively. CoreCivic recorded income tax expense of $7.2 million and $8.4 million for the nine months ended September 30, 2018 and 2017, respectively. As a REIT, CoreCivic 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 CoreCivic's income tax expense is incurred based on the earnings generated by its TRSs. CoreCivic's overall effective tax rate is estimated based on its current projection of taxable income primarily generated by 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. CoreCivic had no liabilities recorded for uncertain tax positions as of September 30, 2018 and December 31, 2017. CoreCivic recognizes interest and penalties related to unrecognized tax positions in income tax expense. CoreCivic does not currently anticipate that the total amount of unrecognized tax positions will significantly change in the next twelve months. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2018 | |
SEGMENT REPORTING | 11. SEGMENT REPORTING As of September 30, 2018, CoreCivic operated 51 correctional and detention facilities, 44 of which were owned by the Company. In addition, CoreCivic owned and operated 26 residential reentry centers and owned 27 properties that it leased to third parties. Management views CoreCivic's operating results in three operating segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties. CoreCivic Safety includes the operating results of those correctional and detention facilities placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic, as well as those correctional and detention facilities owned by a third party and managed by CoreCivic. CoreCivic Safety also includes the operating results of TransCor America, LLC, a subsidiary of the Company that provides transportation services to governmental agencies. CoreCivic Community includes the operating results of those residential reentry centers placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic. CoreCivic Community also includes the operating results of the electronic monitoring and case management services provided by RMOMS. CoreCivic Properties includes the operating results of those properties leased to third parties. The operating performance of the three segments can be measured based on their net operating income. CoreCivic defines facility net operating income as a facility's revenues less operating expenses. The revenue and net operating income for each of the three segments and a reconciliation to CoreCivic's operating income is as follows for the three and nine months ended September 30, 2018 and 2017 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Revenue: Safety $ 422,313 $ 410,975 $ 1,240,019 $ 1,238,439 Community 25,133 19,199 74,651 53,832 Properties 15,281 10,206 38,897 30,094 Total segment revenue 462,727 440,380 1,353,567 1,322,365 Operating expenses: Safety 310,698 300,577 905,670 894,077 Community 18,911 13,504 57,035 37,498 Properties 4,020 2,619 10,306 8,025 Total segment operating expenses 333,629 316,700 973,011 939,600 Facility net operating income: Safety 111,615 110,398 334,349 344,362 Community 6,222 5,695 17,616 16,334 Properties 11,261 7,587 28,591 22,069 Total facility net operating income 129,098 123,680 380,556 382,765 Other revenue (expense): Other revenue 1 2,465 6 2,557 Other operating expense (130 ) (165 ) (438 ) (465 ) General and administrative (25,085 ) (28,303 ) (77,594 ) (79,546 ) Depreciation and amortization (39,465 ) (36,507 ) (116,114 ) (109,564 ) Asset impairments — (355 ) (1,580 ) (614 ) Operating income $ 64,419 $ 60,815 $ 184,836 $ 195,133 The following table summarizes capital expenditures including accrued amounts for the three and nine months ended September 30, 2018 and 2017 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Capital expenditures: Safety $ 13,166 $ 14,027 $ 38,018 $ 37,861 Community 1,202 7,273 9,621 20,393 Properties 282,968 9,507 336,670 15,064 Corporate and other 1,561 1,332 10,013 2,660 Total capital expenditures $ 298,897 $ 32,139 $ 394,322 $ 75,978 The total assets are as follows (in thousands): September 30, 2018 December 31, 2017 Assets: Safety $ 2,561,247 $ 2,643,609 Community 257,919 253,978 Properties 576,491 220,235 Corporate and other 188,375 154,576 Total Assets $ 3,584,032 $ 3,272,398 |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 9 Months Ended |
Sep. 30, 2018 | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 12. The following condensed consolidating financial statements of CoreCivic 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, 2018 (Unaudited and in thousands) ASSETS Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 68,599 $ 24,664 $ 362 $ — $ 93,625 Restricted cash — — 11,103 — 11,103 Accounts receivable, net of allowance 143,538 449,928 2,802 (362,106 ) 234,162 Prepaid expenses and other current assets 2,929 27,498 2,943 (5,405 ) 27,965 Total current assets 215,066 502,090 17,210 (367,511 ) 366,855 Property and equipment, net 2,470,164 314,981 238,818 — 3,023,963 Goodwill 33,057 10,939 — — 43,996 Non-current deferred tax assets — 14,780 — (471 ) 14,309 Other assets 608,586 51,269 38,669 (563,615 ) 134,909 Total assets $ 3,326,873 $ 894,059 $ 294,697 $ (931,597 ) $ 3,584,032 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 312,080 $ 352,062 $ 11,023 $ (367,476 ) $ 307,689 Income taxes payable 321 1,054 — — 1,375 Current portion of long-term debt 7,456 — 5,339 — 12,795 Total current liabilities 319,857 353,116 16,362 (367,476 ) 321,859 Long-term debt, net 1,569,543 114,373 183,269 (115,000 ) 1,752,185 Non-current deferred tax liabilities 471 — — (471 ) — Deferred revenue — 29,510 — — 29,510 Other liabilities 14,927 43,476 — — 58,403 Total liabilities 1,904,798 540,475 199,631 (482,947 ) 2,161,957 Total stockholders' equity 1,422,075 353,584 95,066 (448,650 ) 1,422,075 Total liabilities and stockholders' equity $ 3,326,873 $ 894,059 $ 294,697 $ (931,597 ) $ 3,584,032 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 25,745 $ 26,438 $ — $ 52,183 Accounts receivable, net of allowance 211,673 372,755 (330,240 ) 254,188 Prepaid expenses and other current assets 1,835 24,986 (5,702 ) 21,119 Total current assets 239,253 424,179 (335,942 ) 327,490 Property and equipment, net 2,467,166 335,283 — 2,802,449 Goodwill 26,031 14,896 — 40,927 Non-current deferred tax assets — 13,193 (379 ) 12,814 Other assets 421,474 69,117 (401,873 ) 88,718 Total assets $ 3,153,924 $ 856,668 $ (738,194 ) $ 3,272,398 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 251,011 $ 362,701 $ (335,908 ) $ 277,804 Income taxes payable 1,443 1,591 — 3,034 Current portion of long-term debt 10,000 — — 10,000 Total current liabilities 262,454 364,292 (335,908 ) 290,838 Long-term debt, net 1,437,982 114,205 (115,000 ) 1,437,187 Non-current deferred tax liabilities 379 — (379 ) — Deferred revenue — 39,735 — 39,735 Other liabilities 1,501 51,529 — 53,030 Total liabilities 1,702,316 569,761 (451,287 ) 1,820,790 Total stockholders' equity 1,451,608 286,907 (286,907 ) 1,451,608 Total liabilities and stockholders' equity $ 3,153,924 $ 856,668 $ (738,194 ) $ 3,272,398 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 322,872 $ 381,594 $ 2,497 $ (244,235 ) $ 462,728 EXPENSES: Operating 253,267 323,765 962 (244,235 ) 333,759 General and administrative 8,686 16,399 — — 25,085 Depreciation and amortization 23,475 15,349 641 — 39,465 285,428 355,513 1,603 (244,235 ) 398,309 OPERATING INCOME 37,444 26,081 894 — 64,419 OTHER (INCOME) EXPENSE: Interest expense, net 16,962 2,825 747 — 20,534 Other (income) expense 42 (20 ) 27 — 49 17,004 2,805 774 — 20,583 INCOME BEFORE INCOME TAXES 20,440 23,276 120 — 43,836 Income tax expense (332 ) (2,510 ) — — (2,842 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 20,108 20,766 120 — 40,994 Income from equity in subsidiaries 20,886 — — (20,886 ) — NET INCOME $ 40,994 $ 20,766 $ 120 $ (20,886 ) $ 40,994 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2017 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 297,856 $ 368,507 $ (223,518 ) $ 442,845 EXPENSES: Operating 231,528 308,855 (223,518 ) 316,865 General and administrative 9,823 18,480 — 28,303 Depreciation and amortization 22,147 14,360 — 36,507 Asset impairments 300 55 — 355 263,798 341,750 (223,518 ) 382,030 OPERATING INCOME 34,058 26,757 — 60,815 OTHER (INCOME) EXPENSE: Interest expense, net 14,046 2,983 — 17,029 Other (income) expense (96 ) 21 10 (65 ) 13,950 3,004 10 16,964 INCOME BEFORE INCOME TAXES 20,108 23,753 (10 ) 43,851 Income tax expense (541 ) (2,132 ) — (2,673 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 19,567 21,621 (10 ) 41,178 Income from equity in subsidiaries 21,611 — (21,611 ) — NET INCOME $ 41,178 $ 21,621 $ (21,621 ) $ 41,178 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 944,064 $ 1,119,524 $ 2,497 $ (712,512 ) $ 1,353,573 EXPENSES: Operating 739,305 945,694 962 (712,512 ) 973,449 General and administrative 26,618 50,976 — — 77,594 Depreciation and amortization 68,921 46,552 641 — 116,114 Asset impairments 1,580 — — — 1,580 836,424 1,043,222 1,603 (712,512 ) 1,168,737 OPERATING INCOME 107,640 76,302 894 — 184,836 OTHER (INCOME) EXPENSE: Interest expense, net 49,705 8,156 747 — 58,608 Expenses associated with debt refinancing transactions 1,016 — — — 1,016 Other (income) expense 62 (107 ) 84 — 39 50,783 8,049 831 — 59,663 INCOME BEFORE INCOME TAXES 56,857 68,253 63 — 125,173 Income tax expense (1,097 ) (6,108 ) — — (7,205 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 55,760 62,145 63 — 117,968 Income from equity in subsidiaries 62,208 — — (62,208 ) — NET INCOME $ 117,968 $ 62,145 $ 63 $ (62,208 ) $ 117,968 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2017 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 885,271 $ 1,094,805 $ (655,154 ) $ 1,324,922 EXPENSES: Operating 679,458 915,761 (655,154 ) 940,065 General and administrative 26,630 52,916 — 79,546 Depreciation and amortization 65,206 44,358 — 109,564 Asset impairments 300 314 — 614 771,594 1,013,349 (655,154 ) 1,129,789 OPERATING INCOME 113,677 81,456 — 195,133 OTHER (INCOME) EXPENSE: Interest expense, net 41,219 8,922 — 50,141 Other (income) expense (248 ) 109 31 (108 ) 40,971 9,031 31 50,033 INCOME BEFORE INCOME TAXES 72,706 72,425 (31 ) 145,100 Income tax expense (1,711 ) (6,689 ) — (8,400 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 70,995 65,736 (31 ) 136,700 Income from equity in subsidiaries 65,705 — (65,705 ) — NET INCOME $ 136,700 $ 65,736 $ (65,736 ) $ 136,700 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Net cash provided by operating activities $ 255,765 $ 19,472 $ 9,334 $ — $ 284,571 Net cash used in investing activities (178,280 ) (23,098 ) (124,178 ) 94,920 (230,636 ) Net cash provided by (used in) financing activities (34,631 ) 1,852 126,309 (94,920 ) (1,390 ) Net increase (decrease) in cash, cash equivalents and restricted cash 42,854 (1,774 ) 11,465 — 52,545 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 25,745 26,438 — — 52,183 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 68,599 $ 24,664 $ 11,465 $ — 104,728 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2017 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Net cash provided by operating activities $ 239,662 $ 24,473 $ — $ 264,135 Net cash used in investing activities (50,216 ) (31,544 ) — (81,760 ) Net cash provided by (used in) financing activities (180,702 ) 3,351 — (177,351 ) Net increase (decrease) in cash, cash equivalents and restricted cash 8,744 (3,720 ) — 5,024 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 11,378 26,333 — 37,711 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 20,122 $ 22,613 $ — $ 42,735 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Reclassifications | Reclassifications Certain reclassifications have been made to the segmented data to conform to the current year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("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 CoreCivic, 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. 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. CoreCivic adopted the standard in the first quarter of 2018 and utilized the modified retrospective transition method upon adoption. CoreCivic completed its analysis of the various contracts and revenue streams and concluded that the adoption of the ASU does not have a material impact on the Company's results of operations or financial position and its related financial statement disclosure. Upon adoption of the ASU, CoreCivic classifies certain contract-related costs for which it may not be reimbursed, or for costs that have been reimbursed, but may be required to be returned to the customer, as reductions to revenue. Prior to adoption, such costs were reflected as operating expenses. In February 2016, the FASB issued ASU 2016-02, "Leases (ASC 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 finance leases and operating leases, a lessee should recognize on the balance sheet a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term, with each initially measured at the present value of the lease payments. For public reporting entities such as CoreCivic, 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. In July 2018, the FASB issued ASU 2018-11, "Targeted Improvements – Leases (Topic 842)", which permits entities to adopt a new transition method whereby the modified retrospective transition method would allow companies to recognize the cumulative-effect adjustment in the period of adoption rather than the earliest period presented and continue to apply the legacy guidance in ASC 840 in the comparative periods presented. Further, ASU 2018-11 also allows entities to elect, by class of underlying asset, to not separate non-lease components from the associated lease components when certain criteria are met. CoreCivic does not currently expect that the new standard will have a material impact on its results of operations, but expects that it will result in an increase in its long-term assets and liabilities for leases where the Company is the lessee. CoreCivic expects to elect to adopt the package of available practical expedients that permits lessees and lessors to not reassess certain items, including whether any expired or existing contracts are or contain leases, lease classification of any expired or existing leases, and initial direct costs for any expired or existing leases. In January 2017, the FASB issued ASU 2017-04, "Intangibles–Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment", that eliminates the requirement to calculate the implied fair value of goodwill by performing a hypothetical application of the acquisition method as of the date of the impairment test to measure a goodwill impairment charge. This requirement is the second step in the annual two-step quantitative impairment test that is currently required under Accounting Standards Codification ("ASC") 350, "Intangibles-Goodwill and Other". Instead, entities will recognize an impairment charge based on the first step of the quantitative impairment test currently required, which is the measurement of the excess of a reporting unit's carrying amount over its fair value. Entities will still have the option to perform a qualitative assessment to determine if the quantitative impairment test is necessary. For public reporting entities such as CoreCivic, guidance in ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption of the ASU is allowed for interim or annual goodwill impairment tests performed on testing dates on or after January 1, 2017. CoreCivic adopted ASU 2017-04 in the third quarter of 2018. In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory", which requires companies to recognize the income tax effects of intercompany sales or transfers of assets, other than inventory, in the income statement as income tax expense when the sale or transfer occurs. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. The guidance requires companies to apply a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. In the period of adoption, companies will write off any income tax effects that had been deferred from past intercompany transactions involving non-inventory assets to opening retained earnings. CoreCivic adopted the new standard in the first quarter of 2018 and wrote off approximately $2.6 million of prepaid taxes to accumulated deficit as a result of intercompany transactions between the REIT and one of its TRSs . In November 2016, the FASB issued ASU 2016 -18, "Statement of Cash Flows – Restricted Cash", which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. For public reporting entities such as CoreCivic, the guidance is to be applied retrospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. CoreCivic adopted the new standard in the first quarter of 2018. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or are not expected to, have a material effect on the Company's results of operations or financial position. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments To meet the reporting requirements of ASC 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At September 30, 2018 and December 31, 2017, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands): September 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,953 $ 4,235 $ 3,059 $ 4,511 Debt $ (1,778,684 ) $ (1,742,497 ) $ (1,459,000 ) $ (1,490,063 ) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value | At September 30, 2018 and December 31, 2017, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands): September 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,953 $ 4,235 $ 3,059 $ 4,511 Debt $ (1,778,684 ) $ (1,742,497 ) $ (1,459,000 ) $ (1,490,063 ) |
REAL ESTATE TRANSACTIONS (Table
REAL ESTATE TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Idled Facilities and Respective Carrying Values | The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CoreCivic owns without significant cost (dollars in thousands) Net Carrying Values Design Date September 30, December 31, Facility Capacity Idled 2018 2017 Prairie Correctional Facility 1,600 2010 $ 15,330 $ 16,118 Huerfano County Correctional Center 752 2010 16,803 16,980 Diamondback Correctional Facility 2,160 2010 40,702 41,370 Southeast Kentucky Correctional Facility 656 2012 21,233 21,864 Marion Adjustment Center 826 2013 11,878 12,058 Kit Carson Correctional Center 1,488 2016 55,952 57,095 Eden Detention Center 1,422 2017 38,741 39,707 Torrance County Detention Facility 910 2017 35,752 36,882 9,814 $ 236,391 $ 242,074 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Rocky Mountain Offender Management Systems, LLC | |
Business Combination Purchase Price Allocation | In allocating the purchase price for the transaction, CoreCivic recorded the following (in millions): Property and equipment $ 0.8 Intangible assets 3.1 Total identifiable assets and liabilities 3.9 Goodwill 3.1 Total consideration $ 7.0 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Debt Outstanding | Debt outstanding as of September 30, 2018 and December 31, 2017 consists of the following (in thousands): September 30, December 31, 2018 2017 Revolving Credit Facility, principal due at maturity in April 2023; interest payable periodically at variable interest rates. The weighted average rate at September 30, 2018 and December 31, 2017 was 3.7% and 3.1%, respectively. $ 189,000 $ 199,000 Term Loan, scheduled principal payments through maturity in April 2023; interest payable periodically at variable interest rates. The rate at September 30, 2018 and December 31, 2017 was 3.7% and 3.1%, respectively. Unamortized debt issuance costs amounted to $0.1 million and $0.3 million at September 30, 2018 and December 31, 2017, respectively. 198,750 85,000 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 $2.9 million and $3.3 million at September 30, 2018 and December 31, 2017, 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 $1.3 million and $1.9 million at September 30, 2018 and December 31, 2017, 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 $1.9 million and $2.3 million at September 30, 2018 and December 31, 2017, respectively. 250,000 250,000 4.75% Senior Notes, principal due at maturity in October 2027; interest payable semi-annually in April and October at 4.75%. Unamortized debt issuance costs amounted to $3.6 million and $4.0 million at September 30, 2018 and December 31, 2017, respectively. 250,000 250,000 4.5% Non-Recourse Mortgage Note, secured by Capital Commerce Center; principal and interest at 4.5% payable monthly until maturity in January 2033. Unamortized debt issuance costs amounted to $0.3 million at September 30, 2018. 23,725 — 4.43% Non-Recourse Mortgage Note, secured by the Lansing Correctional Facility; principal and interest at 4.43% payable quarterly beginning in July 2020 until maturity in January 2040. Unamortized debt issuance costs amounted to $3.4 million at September 30, 2018. 35,363 — 4.5% Non-Recourse Mortgage Note, secured by SSA-Baltimore; principal and interest at 4.5% payable monthly until maturity in February 2034. Unamortized debt issuance costs amounted to $0.2 million at September 30, 2018. 156,846 — Total debt 1,778,684 1,459,000 Unamortized debt issuance costs (13,704 ) (11,813 ) Current portion of long-term debt (12,795 ) (10,000 ) Long-term debt, net $ 1,752,185 $ 1,437,187 |
Schedule of Principal Payments | Scheduled principal payments as of September 30, 2018 for the remainder of 2018, the next four years, and thereafter were as follows (in thousands): 2018 (remainder) $ 2,857 2019 14,121 2020 343,849 2021 20,337 2022 274,231 Thereafter 1,123,289 Total debt $ 1,778,684 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Declared Common Stock Dividends | During 2017 and the first nine months of 2018, CoreCivic's Board of Directors declared the following quarterly dividends on its common stock: Declaration Date Record Date Payable Date Per Share February 17, 2017 April 3, 2017 April 17, 2017 $ 0.42 May 11, 2017 July 3, 2017 July 17, 2017 $ 0.42 August 10, 2017 October 2, 2017 October 16, 2017 $ 0.42 December 7, 2017 January 2, 2018 January 15, 2018 $ 0.42 February 22, 2018 April 2, 2018 April 16, 2018 $ 0.43 May 11, 2018 July 2, 2018 July 16, 2018 $ 0.43 August 16, 2018 October 1, 2018 October 15, 2018 $ 0.43 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 NUMERATOR Basic: Net income $ 40,994 $ 41,178 $ 117,968 $ 136,700 Diluted: Net income $ 40,994 $ 41,178 $ 117,968 $ 136,700 DENOMINATOR Basic: Weighted average common shares outstanding 118,597 118,182 118,544 118,044 Diluted: Weighted average common shares outstanding 118,597 118,182 118,544 118,044 Effect of dilutive securities: Stock options 178 262 123 353 Restricted stock-based awards 74 84 44 62 Weighted average shares and assumed conversions 118,849 118,528 118,711 118,459 BASIC EARNINGS PER SHARE $ 0.35 $ 0.35 $ 1.00 $ 1.16 DILUTED EARNINGS PER SHARE $ 0.34 $ 0.35 $ 0.99 $ 1.15 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Revenue and Net Operating Income for Each of the Three Segments and a Reconciliation to CoreCivic's Operating Income | The revenue and net operating income for each of the three segments and a reconciliation to CoreCivic's operating income is as follows for the three and nine months ended September 30, 2018 and 2017 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Revenue: Safety $ 422,313 $ 410,975 $ 1,240,019 $ 1,238,439 Community 25,133 19,199 74,651 53,832 Properties 15,281 10,206 38,897 30,094 Total segment revenue 462,727 440,380 1,353,567 1,322,365 Operating expenses: Safety 310,698 300,577 905,670 894,077 Community 18,911 13,504 57,035 37,498 Properties 4,020 2,619 10,306 8,025 Total segment operating expenses 333,629 316,700 973,011 939,600 Facility net operating income: Safety 111,615 110,398 334,349 344,362 Community 6,222 5,695 17,616 16,334 Properties 11,261 7,587 28,591 22,069 Total facility net operating income 129,098 123,680 380,556 382,765 Other revenue (expense): Other revenue 1 2,465 6 2,557 Other operating expense (130 ) (165 ) (438 ) (465 ) General and administrative (25,085 ) (28,303 ) (77,594 ) (79,546 ) Depreciation and amortization (39,465 ) (36,507 ) (116,114 ) (109,564 ) Asset impairments — (355 ) (1,580 ) (614 ) Operating income $ 64,419 $ 60,815 $ 184,836 $ 195,133 |
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, 2018 and 2017 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Capital expenditures: Safety $ 13,166 $ 14,027 $ 38,018 $ 37,861 Community 1,202 7,273 9,621 20,393 Properties 282,968 9,507 336,670 15,064 Corporate and other 1,561 1,332 10,013 2,660 Total capital expenditures $ 298,897 $ 32,139 $ 394,322 $ 75,978 |
Schedule of Total Assets | The total assets are as follows (in thousands): September 30, 2018 December 31, 2017 Assets: Safety $ 2,561,247 $ 2,643,609 Community 257,919 253,978 Properties 576,491 220,235 Corporate and other 188,375 154,576 Total Assets $ 3,584,032 $ 3,272,398 |
CONDENSED CONSOLIDATING FINAN_2
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) | CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2018 (Unaudited and in thousands) ASSETS Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 68,599 $ 24,664 $ 362 $ — $ 93,625 Restricted cash — — 11,103 — 11,103 Accounts receivable, net of allowance 143,538 449,928 2,802 (362,106 ) 234,162 Prepaid expenses and other current assets 2,929 27,498 2,943 (5,405 ) 27,965 Total current assets 215,066 502,090 17,210 (367,511 ) 366,855 Property and equipment, net 2,470,164 314,981 238,818 — 3,023,963 Goodwill 33,057 10,939 — — 43,996 Non-current deferred tax assets — 14,780 — (471 ) 14,309 Other assets 608,586 51,269 38,669 (563,615 ) 134,909 Total assets $ 3,326,873 $ 894,059 $ 294,697 $ (931,597 ) $ 3,584,032 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 312,080 $ 352,062 $ 11,023 $ (367,476 ) $ 307,689 Income taxes payable 321 1,054 — — 1,375 Current portion of long-term debt 7,456 — 5,339 — 12,795 Total current liabilities 319,857 353,116 16,362 (367,476 ) 321,859 Long-term debt, net 1,569,543 114,373 183,269 (115,000 ) 1,752,185 Non-current deferred tax liabilities 471 — — (471 ) — Deferred revenue — 29,510 — — 29,510 Other liabilities 14,927 43,476 — — 58,403 Total liabilities 1,904,798 540,475 199,631 (482,947 ) 2,161,957 Total stockholders' equity 1,422,075 353,584 95,066 (448,650 ) 1,422,075 Total liabilities and stockholders' equity $ 3,326,873 $ 894,059 $ 294,697 $ (931,597 ) $ 3,584,032 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 25,745 $ 26,438 $ — $ 52,183 Accounts receivable, net of allowance 211,673 372,755 (330,240 ) 254,188 Prepaid expenses and other current assets 1,835 24,986 (5,702 ) 21,119 Total current assets 239,253 424,179 (335,942 ) 327,490 Property and equipment, net 2,467,166 335,283 — 2,802,449 Goodwill 26,031 14,896 — 40,927 Non-current deferred tax assets — 13,193 (379 ) 12,814 Other assets 421,474 69,117 (401,873 ) 88,718 Total assets $ 3,153,924 $ 856,668 $ (738,194 ) $ 3,272,398 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 251,011 $ 362,701 $ (335,908 ) $ 277,804 Income taxes payable 1,443 1,591 — 3,034 Current portion of long-term debt 10,000 — — 10,000 Total current liabilities 262,454 364,292 (335,908 ) 290,838 Long-term debt, net 1,437,982 114,205 (115,000 ) 1,437,187 Non-current deferred tax liabilities 379 — (379 ) — Deferred revenue — 39,735 — 39,735 Other liabilities 1,501 51,529 — 53,030 Total liabilities 1,702,316 569,761 (451,287 ) 1,820,790 Total stockholders' equity 1,451,608 286,907 (286,907 ) 1,451,608 Total liabilities and stockholders' equity $ 3,153,924 $ 856,668 $ (738,194 ) $ 3,272,398 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 322,872 $ 381,594 $ 2,497 $ (244,235 ) $ 462,728 EXPENSES: Operating 253,267 323,765 962 (244,235 ) 333,759 General and administrative 8,686 16,399 — — 25,085 Depreciation and amortization 23,475 15,349 641 — 39,465 285,428 355,513 1,603 (244,235 ) 398,309 OPERATING INCOME 37,444 26,081 894 — 64,419 OTHER (INCOME) EXPENSE: Interest expense, net 16,962 2,825 747 — 20,534 Other (income) expense 42 (20 ) 27 — 49 17,004 2,805 774 — 20,583 INCOME BEFORE INCOME TAXES 20,440 23,276 120 — 43,836 Income tax expense (332 ) (2,510 ) — — (2,842 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 20,108 20,766 120 — 40,994 Income from equity in subsidiaries 20,886 — — (20,886 ) — NET INCOME $ 40,994 $ 20,766 $ 120 $ (20,886 ) $ 40,994 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2017 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 297,856 $ 368,507 $ (223,518 ) $ 442,845 EXPENSES: Operating 231,528 308,855 (223,518 ) 316,865 General and administrative 9,823 18,480 — 28,303 Depreciation and amortization 22,147 14,360 — 36,507 Asset impairments 300 55 — 355 263,798 341,750 (223,518 ) 382,030 OPERATING INCOME 34,058 26,757 — 60,815 OTHER (INCOME) EXPENSE: Interest expense, net 14,046 2,983 — 17,029 Other (income) expense (96 ) 21 10 (65 ) 13,950 3,004 10 16,964 INCOME BEFORE INCOME TAXES 20,108 23,753 (10 ) 43,851 Income tax expense (541 ) (2,132 ) — (2,673 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 19,567 21,621 (10 ) 41,178 Income from equity in subsidiaries 21,611 — (21,611 ) — NET INCOME $ 41,178 $ 21,621 $ (21,621 ) $ 41,178 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 944,064 $ 1,119,524 $ 2,497 $ (712,512 ) $ 1,353,573 EXPENSES: Operating 739,305 945,694 962 (712,512 ) 973,449 General and administrative 26,618 50,976 — — 77,594 Depreciation and amortization 68,921 46,552 641 — 116,114 Asset impairments 1,580 — — — 1,580 836,424 1,043,222 1,603 (712,512 ) 1,168,737 OPERATING INCOME 107,640 76,302 894 — 184,836 OTHER (INCOME) EXPENSE: Interest expense, net 49,705 8,156 747 — 58,608 Expenses associated with debt refinancing transactions 1,016 — — — 1,016 Other (income) expense 62 (107 ) 84 — 39 50,783 8,049 831 — 59,663 INCOME BEFORE INCOME TAXES 56,857 68,253 63 — 125,173 Income tax expense (1,097 ) (6,108 ) — — (7,205 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 55,760 62,145 63 — 117,968 Income from equity in subsidiaries 62,208 — — (62,208 ) — NET INCOME $ 117,968 $ 62,145 $ 63 $ (62,208 ) $ 117,968 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2017 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 885,271 $ 1,094,805 $ (655,154 ) $ 1,324,922 EXPENSES: Operating 679,458 915,761 (655,154 ) 940,065 General and administrative 26,630 52,916 — 79,546 Depreciation and amortization 65,206 44,358 — 109,564 Asset impairments 300 314 — 614 771,594 1,013,349 (655,154 ) 1,129,789 OPERATING INCOME 113,677 81,456 — 195,133 OTHER (INCOME) EXPENSE: Interest expense, net 41,219 8,922 — 50,141 Other (income) expense (248 ) 109 31 (108 ) 40,971 9,031 31 50,033 INCOME BEFORE INCOME TAXES 72,706 72,425 (31 ) 145,100 Income tax expense (1,711 ) (6,689 ) — (8,400 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 70,995 65,736 (31 ) 136,700 Income from equity in subsidiaries 65,705 — (65,705 ) — NET INCOME $ 136,700 $ 65,736 $ (65,736 ) $ 136,700 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Net cash provided by operating activities $ 255,765 $ 19,472 $ 9,334 $ — $ 284,571 Net cash used in investing activities (178,280 ) (23,098 ) (124,178 ) 94,920 (230,636 ) Net cash provided by (used in) financing activities (34,631 ) 1,852 126,309 (94,920 ) (1,390 ) Net increase (decrease) in cash, cash equivalents and restricted cash 42,854 (1,774 ) 11,465 — 52,545 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 25,745 26,438 — — 52,183 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 68,599 $ 24,664 $ 11,465 $ — 104,728 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2017 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Net cash provided by operating activities $ 239,662 $ 24,473 $ — $ 264,135 Net cash used in investing activities (50,216 ) (31,544 ) — (81,760 ) Net cash provided by (used in) financing activities (180,702 ) 3,351 — (177,351 ) Net increase (decrease) in cash, cash equivalents and restricted cash 8,744 (3,720 ) — 5,024 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 11,378 26,333 — 37,711 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 20,122 $ 22,613 $ — $ 42,735 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) ft² in Millions | 9 Months Ended |
Sep. 30, 2018ft²PropertySegmentFacilityBed | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of Operating segments | Segment | 3 |
CoreCivic Safety | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of facilities operated by the company | 51 |
Number of facilities owned by the company | 44 |
Number of beds at the facility | Bed | 73,000 |
CoreCivic Community | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of centers owned and operated by company | 26 |
Number of beds at the center | Bed | 5,000 |
CoreCivic Properties | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of properties leased to third parties and used by government agencies | Property | 27 |
Number of square feet | ft² | 2.3 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | Mar. 31, 2018USD ($) |
Accounting Standards Update 2016-16 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Prepaid taxes written off to accumulated deficit | $ 2.6 |
Schedule of Financial Instrumen
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Note receivable from Agecroft Prison Management, LTD, Carrying Amount | $ 2,953 | $ 3,059 |
Debt, Carrying Amount | (1,778,684) | (1,459,000) |
Note receivable from Agecroft Prison Management, LTD, Fair Value | 4,235 | 4,511 |
Debt, Fair Value | $ (1,742,497) | $ (1,490,063) |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Establishment of goodwill | This goodwill was established in connection with multiple business combination transactions. | |
Goodwill | $ 43,996 | $ 40,927 |
Real Estate Transactions - Addi
Real Estate Transactions - Additional Information (Detail) MMcf in Millions | Sep. 21, 2018USD ($)ft²OptionMMcf | Aug. 23, 2018USD ($)ft² | Jul. 17, 2018USD ($)Property | Jan. 24, 2018Bed | Jan. 19, 2018USD ($)ft² | Sep. 30, 2018USD ($)Bed | Jun. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)FacilityBed | Sep. 30, 2017USD ($) |
Facility Activations Developments And Closures [Line Items] | ||||||||||
Purchase price of real estate | $ 12,000,000 | |||||||||
Percentage of building leased | 100.00% | |||||||||
Purchase price, net tangible assets | $ 11,100,000 | |||||||||
Purchase price, identifiable intangible assets | $ 1,700 | |||||||||
Number of properties acquired | Property | 12 | |||||||||
Number of properties that may be marketed under portfolio acquisition | up to three | |||||||||
Business acquisition assumed in-place financing | $ 157,280,000 | |||||||||
Operating Expense | $ 333,759,000 | $ 316,865,000 | 973,449,000 | $ 940,065,000 | ||||||
Proceeds from sale of corporate headquarters | $ 12,600,000 | |||||||||
Asset impairments | $ 1,600,000 | 355,000 | $ 1,580,000 | 614,000 | ||||||
Idled Correctional Facilities | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of facility | Facility | 8 | |||||||||
Idled Non-Core Facilities | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of beds at the facility | Bed | 440 | 440 | ||||||||
Number of facility | Facility | 2 | |||||||||
Net Carrying Value | $ 3,900,000 | $ 3,900,000 | ||||||||
Idle Facilities | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Operating Expense | 3,000,000 | $ 3,000,000 | 9,700,000 | $ 8,000,000 | ||||||
Kansas Department Of Corrections | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Lease term | 20 years | |||||||||
Number of beds at the facility | Bed | 2,432 | |||||||||
Construction of new facility expected commencement description | Construction of the new facility commenced in the first quarter of 2018 with a timeline for completion of approximately 24 months | |||||||||
Construction of new facility approximate completion term | 24 months | |||||||||
Construction project capitalized amount | $ 31,800,000 | $ 31,800,000 | ||||||||
Capital Commerce Center | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Area of building acquired | ft² | 261,000 | |||||||||
Purchase price of real estate | $ 44,700,000 | |||||||||
Percentage of building leased | 98.00% | |||||||||
Purchase price, net tangible assets | $ 40,600,000 | |||||||||
Purchase price, identifiable intangible assets | $ 3,200,000 | |||||||||
Social Security Administration | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Area of building acquired | ft² | 541,000 | |||||||||
Purchase price of real estate | $ 242,000,000 | |||||||||
Purchase price, net tangible assets | 207,400,000 | |||||||||
Purchase price, identifiable intangible assets | $ 38,900,000 | |||||||||
Lease term | 20 years | |||||||||
Lease term expiration date | Jan. 31, 2034 | |||||||||
Business acquisition assumed in-place financing | $ 157,300,000 | |||||||||
National Archives And Records Administration | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Area of building acquired | ft² | 217,000 | |||||||||
Purchase price of real estate | $ 6,900,000 | |||||||||
Percentage of building leased | 100.00% | |||||||||
Purchase price, net tangible assets | $ 6,900,000 | |||||||||
Purchase price, identifiable intangible assets | $ 700,000 | |||||||||
Lease term expiration date | Jan. 31, 2023 | |||||||||
Additional ten year renewal options | Option | 2 | |||||||||
Renewal of contract terms | 10 years | |||||||||
Volume of storage space | MMcf | 1.2 | |||||||||
Percentage of storage space | 90.00% | |||||||||
Florida | Capital Commerce Center | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Percentage of building leased | 87.00% |
Idled Facilities and Respective
Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018USD ($)Bed | Dec. 31, 2017USD ($) | |
Prairie Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,600 | |
Date Idled | 2,010 | |
Net Carrying Value | $ | $ 15,330 | $ 16,118 |
Huerfano County Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 752 | |
Date Idled | 2,010 | |
Net Carrying Value | $ | $ 16,803 | 16,980 |
Diamondback Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 2,160 | |
Date Idled | 2,010 | |
Net Carrying Value | $ | $ 40,702 | 41,370 |
Southeast Kentucky Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 656 | |
Date Idled | 2,012 | |
Net Carrying Value | $ | $ 21,233 | 21,864 |
Marion Adjustment Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 826 | |
Date Idled | 2,013 | |
Net Carrying Value | $ | $ 11,878 | 12,058 |
Kit Carson Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,488 | |
Date Idled | 2,016 | |
Net Carrying Value | $ | $ 55,952 | 57,095 |
Eden Detention Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,422 | |
Date Idled | 2,017 | |
Net Carrying Value | $ | $ 38,741 | 39,707 |
Torrance County Detention Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 910 | |
Date Idled | 2,017 | |
Net Carrying Value | $ | $ 35,752 | 36,882 |
Idle Facilities | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 9,814 | |
Net Carrying Value | $ | $ 236,391 | $ 242,074 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - Rocky Mountain Offender Management Systems, LLC $ in Millions | Jan. 02, 2018USD ($)State |
Business Acquisition [Line Items] | |
Number of states in which company facilities are located | State | 7 |
Aggregate purchase price | $ | $ 7 |
Business Combination Purchase P
Business Combination Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 43,996 | $ 40,927 | |
Rocky Mountain Offender Management Systems, LLC | |||
Business Acquisition [Line Items] | |||
Property and equipment | $ 800 | ||
Intangible assets | 3,100 | ||
Total identifiable assets and liabilities | 3,900 | ||
Goodwill | 3,100 | ||
Total consideration | $ 7,000 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,778,684 | $ 1,459,000 |
Unamortized debt issuance costs | (13,704) | (11,813) |
Current portion of long-term debt | (12,795) | (10,000) |
Long-term debt, net | 1,752,185 | 1,437,187 |
Term Loan Due in April 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | 198,750 | 85,000 |
Unamortized debt issuance costs | (100) | (300) |
Senior Notes 4.625% Due 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | 350,000 | 350,000 |
Unamortized debt issuance costs | (2,900) | (3,300) |
Senior Notes 4.125% Due 2020 | ||
Debt Instrument [Line Items] | ||
Total debt | 325,000 | 325,000 |
Unamortized debt issuance costs | (1,300) | (1,900) |
Senior Notes 5.0% Due 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 250,000 | 250,000 |
Unamortized debt issuance costs | (1,900) | (2,300) |
Senior Notes 4.75% Due 2027 | ||
Debt Instrument [Line Items] | ||
Total debt | 250,000 | 250,000 |
Unamortized debt issuance costs | (3,600) | (4,000) |
Non-Recourse Mortgage Note 4.5% Due 2033 | ||
Debt Instrument [Line Items] | ||
Total debt | 23,725 | |
Unamortized debt issuance costs | (300) | |
Non-Recourse Mortgage Note 4.43% Due 2040 | ||
Debt Instrument [Line Items] | ||
Total debt | 35,363 | |
Unamortized debt issuance costs | (3,400) | |
Non-Recourse Mortgage Note 4.5% Due 2034 | ||
Debt Instrument [Line Items] | ||
Total debt | 156,846 | |
Unamortized debt issuance costs | (200) | |
Revolving Credit Facility | Revolving Credit Facility Due in April 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 189,000 | $ 199,000 |
Schedule of Debt Outstanding (P
Schedule of Debt Outstanding (Parenthetical) (Detail) - USD ($) $ in Thousands | Apr. 17, 2018 | Oct. 31, 2017 | Sep. 30, 2015 | Apr. 30, 2013 | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 13,704 | $ 11,813 | ||||
Term Loan Due in April 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate | 3.70% | 3.10% | ||||
Debt maturity date | Apr. 30, 2023 | Apr. 30, 2023 | ||||
Interest payable dates | interest payable periodically at variable interest rates | |||||
Unamortized debt issuance costs | $ 100 | $ 300 | ||||
Senior Notes 4.625% Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.625% | 4.625% | ||||
Debt maturity date | May 1, 2023 | May 1, 2023 | ||||
Interest payable dates | interest payable semi-annually in May and November at 4.625% | |||||
Unamortized debt issuance costs | $ 2,900 | 3,300 | ||||
Senior Notes 4.125% Due 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.125% | 4.125% | ||||
Debt maturity date | Apr. 1, 2020 | Apr. 1, 2020 | ||||
Interest payable dates | interest payable semi-annually in April and October at 4.125%. | |||||
Unamortized debt issuance costs | $ 1,300 | 1,900 | ||||
Senior Notes 5.0% Due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 5.00% | 5.00% | ||||
Debt maturity date | Oct. 15, 2022 | Oct. 15, 2022 | ||||
Interest payable dates | interest payable semi-annually in April and October at 5.0%. | |||||
Unamortized debt issuance costs | $ 1,900 | 2,300 | ||||
Senior Notes 4.75% Due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.75% | 4.75% | ||||
Debt maturity date | Oct. 15, 2027 | Oct. 15, 2027 | ||||
Interest payable dates | interest payable semi-annually in April and October at 4.75%. | |||||
Unamortized debt issuance costs | $ 3,600 | $ 4,000 | ||||
Non-Recourse Mortgage Note 4.5% Due 2033 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.50% | |||||
Debt maturity date | Jan. 31, 2033 | |||||
Interest payable dates | interest at 4.5% payable monthly until maturity | |||||
Unamortized debt issuance costs | $ 300 | |||||
Non-Recourse Mortgage Note 4.43% Due 2040 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.43% | |||||
Debt maturity date | Jan. 31, 2040 | |||||
Interest payable dates | interest at 4.43% payable quarterly beginning in July 2020 until maturity | |||||
Unamortized debt issuance costs | $ 3,400 | |||||
Non-Recourse Mortgage Note 4.5% Due 2034 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.50% | |||||
Debt maturity date | Feb. 28, 2034 | |||||
Interest payable dates | interest at 4.5% payable monthly until maturity | |||||
Unamortized debt issuance costs | $ 200 | |||||
Revolving Credit Facility | Revolving Credit Facility Due in April 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Revolving Credit Facility maturity date | Apr. 30, 2023 | |||||
Weighted average rate | 3.70% | 3.10% | ||||
Interest payable dates | interest payable periodically at variable interest rates |
Debt - Additional Information (
Debt - Additional Information (Detail) | Aug. 23, 2018USD ($)ft² | Jul. 17, 2018USD ($) | Apr. 20, 2018USD ($) | Apr. 17, 2018USD ($) | Jan. 19, 2018USD ($)ft² | Oct. 31, 2017USD ($) | Sep. 30, 2015USD ($) | Apr. 30, 2013USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||||
Borrowings outstanding under credit facility | $ 189,000,000 | |||||||||
Revolving Credit Facility letters of credit outstanding | 23,700,000 | |||||||||
Total debt | 1,778,684,000 | $ 1,459,000,000 | ||||||||
Purchase price of real estate | $ 12,000,000 | |||||||||
Debt Instrument outstanding balance | 1,778,684,000 | 1,459,000,000 | ||||||||
Business acquisition assumed in-place financing | 157,280,000 | |||||||||
Capital Commerce Center | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Area of building acquired | ft² | 261,000 | |||||||||
Purchase price of real estate | $ 44,700,000 | |||||||||
Incremental Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 100,000,000 | |||||||||
Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capitalized loan costs | 100,000 | |||||||||
Non-Recourse Mortgage Note | Capital Commerce Center | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 4.50% | |||||||||
Amount of acquisition financed with non-recourse mortgage note | $ 24,500,000 | |||||||||
Mortgage note maturity date | 2033-01 | |||||||||
Mortgage note maturity term | 15 years | |||||||||
Debt Instrument outstanding balance | 23,700,000 | |||||||||
Non-Recourse Senior Secured Notes | Private Placement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 159,500,000 | |||||||||
Debt maturity date | Jan. 31, 2040 | |||||||||
Stated interest rate | 4.43% | |||||||||
Mortgage note maturity term | 20 years | |||||||||
Debt Instrument outstanding balance | 35,400,000 | |||||||||
Expected project completion period | first quarter of 2020 | |||||||||
Notes issuance costs | $ 3,400,000 | |||||||||
Non-Recourse Senior Secured Notes | SSA-Baltimore | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date | Feb. 1, 2034 | |||||||||
Stated interest rate | 4.50% | |||||||||
Area of building acquired | ft² | 541,000 | |||||||||
Purchase price of real estate | $ 242,000,000 | |||||||||
Debt Instrument outstanding balance | $ 156,800,000 | |||||||||
Notes issuance costs | 200,000 | |||||||||
Business acquisition assumed in-place financing | 157,300,000 | |||||||||
Balloon payment | $ 40,000,000 | |||||||||
New Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit interest on outstanding borrowings | At CoreCivic's option, interest on outstanding borrowings under the Revolving Credit Facility is based on either a base rate plus a margin ranging from 0.00% to 1.00% or at the London Interbank Offered Rate ("LIBOR") plus a margin ranging from 1.00% to 2.00% based on CoreCivic's then-current leverage ratio. | |||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | |||||||||
Debt maturity period | Apr. 30, 2023 | |||||||||
Total leverage covenant ratio | 5.5 | |||||||||
Line of credit facility, aggregate principal amount of additional borrowing | $ 350,000,000 | |||||||||
Charges to write-off existing loan costs and other costs | 1,000,000 | |||||||||
New Credit Agreement | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | |||||||||
$900.0 Million Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total leverage covenant ratio | 5 | |||||||||
Term Loan Due in April 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | $ 198,800,000 | |||||||||
Debt maturity date | Apr. 30, 2023 | Apr. 30, 2023 | ||||||||
Debt Instrument outstanding balance | $ 198,750,000 | 85,000,000 | ||||||||
Senior Notes 4.125% Due 2020 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 325,000,000 | |||||||||
Debt maturity date | Apr. 1, 2020 | Apr. 1, 2020 | ||||||||
Stated interest rate | 4.125% | 4.125% | ||||||||
Debt instrument redemption percentage of par | 100.00% | |||||||||
Debt Instrument outstanding balance | $ 325,000,000 | 325,000,000 | ||||||||
Senior Notes 4.625% Due 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 350,000,000 | |||||||||
Debt maturity date | May 1, 2023 | May 1, 2023 | ||||||||
Stated interest rate | 4.625% | 4.625% | ||||||||
Debt instrument redemption percentage of par | 100.00% | |||||||||
Debt Instrument outstanding balance | $ 350,000,000 | 350,000,000 | ||||||||
Senior Notes 5.0% Due 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 250,000,000 | |||||||||
Debt maturity date | Oct. 15, 2022 | Oct. 15, 2022 | ||||||||
Stated interest rate | 5.00% | 5.00% | ||||||||
Debt instrument redemption percentage of par | 100.00% | |||||||||
Debt Instrument outstanding balance | $ 250,000,000 | 250,000,000 | ||||||||
Senior Notes 4.75% Due 2027 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 250,000,000 | |||||||||
Debt maturity date | Oct. 15, 2027 | Oct. 15, 2027 | ||||||||
Stated interest rate | 4.75% | 4.75% | ||||||||
Debt instrument redemption percentage of par | 100.00% | |||||||||
Debt Instrument outstanding balance | $ 250,000,000 | $ 250,000,000 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Sublimit swing line loans | $ 30,000,000 | |||||||||
Percentage of commitment fee to unfunded balance | 0.35% | |||||||||
Line of credit facility, remaining borrowing capacity | $ 587,300,000 | |||||||||
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% | |||||||||
Revolving Credit Facility | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 0.50% | |||||||||
Revolving Credit Facility | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 0.00% | |||||||||
Revolving Credit Facility | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 1.00% | |||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 1.50% | |||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 1.00% | |||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, percentage points added to reference rate | 2.00% | |||||||||
Revolving Credit Facility | New Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 800,000,000 | |||||||||
Capitalized loan costs | 2,100,000 | |||||||||
Revolving Credit Facility | $900.0 Million Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 900,000,000 | |||||||||
Debt maturity period | Jul. 31, 2020 |
Schedule of Principal Payments
Schedule of Principal Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
2018 (remainder) | $ 2,857 | |
2,019 | 14,121 | |
2,020 | 343,849 | |
2,021 | 20,337 | |
2,022 | 274,231 | |
Thereafter | 1,123,289 | |
Total debt | $ 1,778,684 | $ 1,459,000 |
Declared Common Stock Dividends
Declared Common Stock Dividends (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | |
Dividends Payable [Line Items] | |||||||
Per Share | $ 0.43 | $ 0.43 | $ 0.43 | $ 0.42 | $ 0.42 | $ 0.42 | |
Dividend Payment 1st | |||||||
Dividends Payable [Line Items] | |||||||
Declaration Date | Feb. 17, 2017 | ||||||
Record Date | Apr. 3, 2017 | ||||||
Payable Date | Apr. 17, 2017 | ||||||
Per Share | $ 0.42 | ||||||
Dividend Payment 2nd | |||||||
Dividends Payable [Line Items] | |||||||
Declaration Date | May 11, 2017 | ||||||
Record Date | Jul. 3, 2017 | ||||||
Payable Date | Jul. 17, 2017 | ||||||
Per Share | $ 0.42 | ||||||
Dividend Payment 3rd | |||||||
Dividends Payable [Line Items] | |||||||
Declaration Date | Aug. 10, 2017 | ||||||
Record Date | Oct. 2, 2017 | ||||||
Payable Date | Oct. 16, 2017 | ||||||
Per Share | $ 0.42 | ||||||
Dividend Payment 4th | |||||||
Dividends Payable [Line Items] | |||||||
Declaration Date | Dec. 7, 2017 | ||||||
Record Date | Jan. 2, 2018 | ||||||
Payable Date | Jan. 15, 2018 | ||||||
Per Share | $ 0.42 | ||||||
Dividend Payment 5th | |||||||
Dividends Payable [Line Items] | |||||||
Declaration Date | Feb. 22, 2018 | ||||||
Record Date | Apr. 2, 2018 | ||||||
Payable Date | Apr. 16, 2018 | ||||||
Per Share | $ 0.43 | ||||||
Dividend Payment 6th | |||||||
Dividends Payable [Line Items] | |||||||
Declaration Date | May 11, 2018 | ||||||
Record Date | Jul. 2, 2018 | ||||||
Payable Date | Jul. 16, 2018 | ||||||
Per Share | $ 0.43 | ||||||
Dividend Payment 7th | |||||||
Dividends Payable [Line Items] | |||||||
Declaration Date | Aug. 16, 2018 | ||||||
Record Date | Oct. 1, 2018 | ||||||
Payable Date | Oct. 15, 2018 | ||||||
Per Share | $ 0.43 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Common stock options outstanding | 700,000 | 700,000 | |||
Weighted average exercise price per share of common stock outstanding | $ 20.17 | $ 20.17 | |||
Restricted stock based awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Fair value of restricted common stock units issued by CoreCivic to certain of its employees and non-employee directors | $ 20.5 | $ 18.1 | |||
Allocated share-based compensation expense | $ 2.3 | $ 4.1 | $ 9.8 | $ 12.2 | |
Restricted common stock units remained outstanding and subject to vesting | 1,200,000 | 1,200,000 | |||
Restricted stock based awards | Employees And Non Employee Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Restricted common stock units issued by CoreCivic | 945,000 | 554,000 | |||
Restricted stock based awards | Officers And Executive Officers | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Vesting period | 3 years | ||||
Percent of awards eligible to vest | 33.33% | ||||
Restricted stock based awards | 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 awards | Non Employee Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Vesting period | 1 year | ||||
Restricted stock based awards | General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Allocated share-based compensation expense | $ 1.9 | 3.6 | $ 8.4 | 10.7 | |
Restricted stock based awards | General and Administrative Expense | Employees And Non Employee Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Restricted common stock units issued by CoreCivic | 850,000 | 487,000 | |||
Restricted stock based awards | Operating Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Allocated share-based compensation expense | $ 0.4 | $ 0.5 | $ 1.4 | $ 1.5 | |
Restricted stock based awards | Operating Expense | Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Restricted common stock units issued by CoreCivic | 95,000 | 67,000 |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income, Basic | $ 40,994 | $ 41,178 | $ 117,968 | $ 136,700 |
Net income, Diluted | $ 40,994 | $ 41,178 | $ 117,968 | $ 136,700 |
Weighted average common shares outstanding, Basic | 118,597 | 118,182 | 118,544 | 118,044 |
Weighted average common shares outstanding, Basic | 118,597 | 118,182 | 118,544 | 118,044 |
Weighted average shares and assumed conversions | 118,849 | 118,528 | 118,711 | 118,459 |
BASIC EARNINGS PER SHARE | $ 0.35 | $ 0.35 | $ 1 | $ 1.16 |
DILUTED EARNINGS PER SHARE | $ 0.34 | $ 0.35 | $ 0.99 | $ 1.15 |
Stock options | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities | 178 | 262 | 123 | 353 |
Restricted stock based awards | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities | 74 | 84 | 44 | 62 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
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 | 16 | 16 | 300 | 5 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018LegalMatter | |
Loss Contingencies [Line Items] | |
Number of pending legal proceedings that would have an effect on consolidated financial position, results of operations, or cash flows | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||||||
Minimum Distribution Percentage of Taxable Income to Qualify for Real Estate Investment Trust | 90.00% | |||||
TCJA enacted date | Dec. 22, 2017 | |||||
U.S. federal corporate tax rate | 21.00% | 35.00% | ||||
TCJA one time transition tax | $ 0 | |||||
Effect of change in income tax associated with the ACT | $ 1,000,000 | $ 4,500,000 | ||||
Income tax expense | 2,842,000 | $ 2,673,000 | 7,205,000 | $ 8,400,000 | ||
Liabilities for uncertain tax positions | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018PropertySegmentFacility | |
Segment Reporting Information [Line Items] | |
Number of Operating segments | Segment | 3 |
CoreCivic Safety | |
Segment Reporting Information [Line Items] | |
Number of facilities operated by the company | 51 |
Number of facilities owned by the company | 44 |
CoreCivic Community | |
Segment Reporting Information [Line Items] | |
Number of centers owned and operated by company | 26 |
CoreCivic Properties | |
Segment Reporting Information [Line Items] | |
Number of properties leased to third parties and used by government agencies | Property | 27 |
Schedule of Revenue and Net Ope
Schedule of Revenue and Net Operating Income for Each of the Three Segments and a Reconciliation to CoreCivic's Operating Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 462,728 | $ 442,845 | $ 1,353,573 | $ 1,324,922 | |
Operating Expense | 333,759 | 316,865 | 973,449 | 940,065 | |
Operating income | 64,419 | 60,815 | 184,836 | 195,133 | |
General and administrative | (25,085) | (28,303) | (77,594) | (79,546) | |
Depreciation and amortization | (39,465) | (36,507) | (116,114) | (109,564) | |
Asset impairments | $ (1,600) | (355) | (1,580) | (614) | |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 462,727 | 440,380 | 1,353,567 | 1,322,365 | |
Operating Expense | 333,629 | 316,700 | 973,011 | 939,600 | |
Operating income | 129,098 | 123,680 | 380,556 | 382,765 | |
Operating Segments | Safety | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 422,313 | 410,975 | 1,240,019 | 1,238,439 | |
Operating Expense | 310,698 | 300,577 | 905,670 | 894,077 | |
Operating income | 111,615 | 110,398 | 334,349 | 344,362 | |
Operating Segments | Community | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 25,133 | 19,199 | 74,651 | 53,832 | |
Operating Expense | 18,911 | 13,504 | 57,035 | 37,498 | |
Operating income | 6,222 | 5,695 | 17,616 | 16,334 | |
Operating Segments | Properties | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 15,281 | 10,206 | 38,897 | 30,094 | |
Operating Expense | 4,020 | 2,619 | 10,306 | 8,025 | |
Operating income | 11,261 | 7,587 | 28,591 | 22,069 | |
Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
Other operating expense | (130) | (165) | (438) | (465) | |
General and administrative | (25,085) | (28,303) | (77,594) | (79,546) | |
Depreciation and amortization | (39,465) | (36,507) | (116,114) | (109,564) | |
Asset impairments | (355) | (1,580) | (614) | ||
Segment Reconciling Items | Other Revenue | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 1 | $ 2,465 | $ 6 | $ 2,557 |
Summary of Capital Expenditures
Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | $ 298,897 | $ 32,139 | $ 394,322 | $ 75,978 |
Safety | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 13,166 | 14,027 | 38,018 | 37,861 |
Community | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 1,202 | 7,273 | 9,621 | 20,393 |
Properties | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 282,968 | 9,507 | 336,670 | 15,064 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | $ 1,561 | $ 1,332 | $ 10,013 | $ 2,660 |
Schedule of Total Assets (Detai
Schedule of Total Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,584,032 | $ 3,272,398 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,561,247 | 2,643,609 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total assets | 257,919 | 253,978 |
Properties | ||
Segment Reporting Information [Line Items] | ||
Total assets | 576,491 | 220,235 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 188,375 | $ 154,576 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheet (Unaudited) (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||||||||
Cash and cash equivalents | $ 93,625 | $ 52,183 | ||||||
Restricted cash | 11,103 | |||||||
Accounts receivable, net of allowance | 234,162 | 254,188 | ||||||
Prepaid expenses and other current assets | 27,965 | 21,119 | ||||||
Total current assets | 366,855 | 327,490 | ||||||
Property and equipment, net | 3,023,963 | 2,802,449 | ||||||
Goodwill | 43,996 | 40,927 | ||||||
Non-current deferred tax assets | 14,309 | 12,814 | ||||||
Other assets | 134,909 | 88,718 | ||||||
Total assets | 3,584,032 | 3,272,398 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Accounts payable and accrued expenses | 307,689 | 277,804 | ||||||
Income taxes payable | 1,375 | 3,034 | ||||||
Current portion of long-term debt | 12,795 | 10,000 | ||||||
Total current liabilities | 321,859 | 290,838 | ||||||
Long-term debt, net | 1,752,185 | 1,437,187 | ||||||
Deferred revenue | 29,510 | 39,735 | ||||||
Other liabilities | 58,403 | 53,030 | ||||||
Total liabilities | 2,161,957 | 1,820,790 | ||||||
Total stockholders' equity | 1,422,075 | $ 1,427,918 | $ 1,434,210 | 1,451,608 | $ 1,458,681 | $ 1,463,344 | $ 1,463,161 | $ 1,458,963 |
Total liabilities and stockholders' equity | 3,584,032 | 3,272,398 | ||||||
Reportable Legal Entities | Parent | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | 68,599 | 25,745 | ||||||
Accounts receivable, net of allowance | 143,538 | 211,673 | ||||||
Prepaid expenses and other current assets | 2,929 | 1,835 | ||||||
Total current assets | 215,066 | 239,253 | ||||||
Property and equipment, net | 2,470,164 | 2,467,166 | ||||||
Goodwill | 33,057 | 26,031 | ||||||
Other assets | 608,586 | 421,474 | ||||||
Total assets | 3,326,873 | 3,153,924 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Accounts payable and accrued expenses | 312,080 | 251,011 | ||||||
Income taxes payable | 321 | 1,443 | ||||||
Current portion of long-term debt | 7,456 | 10,000 | ||||||
Total current liabilities | 319,857 | 262,454 | ||||||
Long-term debt, net | 1,569,543 | 1,437,982 | ||||||
Non-current deferred tax liabilities | 471 | 379 | ||||||
Other liabilities | 14,927 | 1,501 | ||||||
Total liabilities | 1,904,798 | 1,702,316 | ||||||
Total stockholders' equity | 1,422,075 | 1,451,608 | ||||||
Total liabilities and stockholders' equity | 3,326,873 | 3,153,924 | ||||||
Reportable Legal Entities | Combined Subsidiary Guarantors | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | 24,664 | 26,438 | ||||||
Accounts receivable, net of allowance | 449,928 | 372,755 | ||||||
Prepaid expenses and other current assets | 27,498 | 24,986 | ||||||
Total current assets | 502,090 | 424,179 | ||||||
Property and equipment, net | 314,981 | 335,283 | ||||||
Goodwill | 10,939 | 14,896 | ||||||
Non-current deferred tax assets | 14,780 | 13,193 | ||||||
Other assets | 51,269 | 69,117 | ||||||
Total assets | 894,059 | 856,668 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Accounts payable and accrued expenses | 352,062 | 362,701 | ||||||
Income taxes payable | 1,054 | 1,591 | ||||||
Total current liabilities | 353,116 | 364,292 | ||||||
Long-term debt, net | 114,373 | 114,205 | ||||||
Deferred revenue | 29,510 | 39,735 | ||||||
Other liabilities | 43,476 | 51,529 | ||||||
Total liabilities | 540,475 | 569,761 | ||||||
Total stockholders' equity | 353,584 | 286,907 | ||||||
Total liabilities and stockholders' equity | 894,059 | 856,668 | ||||||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | 362 | |||||||
Restricted cash | 11,103 | |||||||
Accounts receivable, net of allowance | 2,802 | |||||||
Prepaid expenses and other current assets | 2,943 | |||||||
Total current assets | 17,210 | |||||||
Property and equipment, net | 238,818 | |||||||
Other assets | 38,669 | |||||||
Total assets | 294,697 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Accounts payable and accrued expenses | 11,023 | |||||||
Current portion of long-term debt | 5,339 | |||||||
Total current liabilities | 16,362 | |||||||
Long-term debt, net | 183,269 | |||||||
Total liabilities | 199,631 | |||||||
Total stockholders' equity | 95,066 | |||||||
Total liabilities and stockholders' equity | 294,697 | |||||||
Consolidating Adjustments and Other | ||||||||
ASSETS | ||||||||
Accounts receivable, net of allowance | (362,106) | (330,240) | ||||||
Prepaid expenses and other current assets | (5,405) | (5,702) | ||||||
Total current assets | (367,511) | (335,942) | ||||||
Non-current deferred tax assets | (471) | (379) | ||||||
Other assets | (563,615) | (401,873) | ||||||
Total assets | (931,597) | (738,194) | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Accounts payable and accrued expenses | (367,476) | (335,908) | ||||||
Total current liabilities | (367,476) | (335,908) | ||||||
Long-term debt, net | (115,000) | (115,000) | ||||||
Non-current deferred tax liabilities | (471) | (379) | ||||||
Total liabilities | (482,947) | (451,287) | ||||||
Total stockholders' equity | (448,650) | (286,907) | ||||||
Total liabilities and stockholders' equity | $ (931,597) | $ (738,194) |
Condensed Consolidating Stateme
Condensed Consolidating Statement of Operations (Unaudited) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||||||||
REVENUES | $ 462,728 | $ 442,845 | $ 1,353,573 | $ 1,324,922 | ||||
EXPENSES: | ||||||||
Operating | 333,759 | 316,865 | 973,449 | 940,065 | ||||
General and administrative | 25,085 | 28,303 | 77,594 | 79,546 | ||||
Depreciation and amortization | 39,465 | 36,507 | 116,114 | 109,564 | ||||
Asset impairments | $ 1,600 | 355 | 1,580 | 614 | ||||
Costs and Expenses, Total | 398,309 | 382,030 | 1,168,737 | 1,129,789 | ||||
OPERATING INCOME | 64,419 | 60,815 | 184,836 | 195,133 | ||||
OTHER (INCOME) EXPENSE: | ||||||||
Interest expense, net | 20,534 | 17,029 | 58,608 | 50,141 | ||||
Expenses associated with debt refinancing transactions | 1,016 | |||||||
Other (income) expense | 49 | (65) | 39 | (108) | ||||
Total non-operating expense (income) | 20,583 | 16,964 | 59,663 | 50,033 | ||||
INCOME BEFORE INCOME TAXES | 43,836 | 43,851 | 125,173 | 145,100 | ||||
Income tax expense | (2,842) | (2,673) | (7,205) | (8,400) | ||||
INCOME BEFORE EQUITY IN SUBSIDIARIES | 40,994 | 41,178 | 117,968 | 136,700 | ||||
NET INCOME | 40,994 | $ 39,197 | $ 37,777 | 41,178 | $ 45,475 | $ 50,047 | 117,968 | 136,700 |
Reportable Legal Entities | Parent | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
REVENUES | 322,872 | 297,856 | 944,064 | 885,271 | ||||
EXPENSES: | ||||||||
Operating | 253,267 | 231,528 | 739,305 | 679,458 | ||||
General and administrative | 8,686 | 9,823 | 26,618 | 26,630 | ||||
Depreciation and amortization | 23,475 | 22,147 | 68,921 | 65,206 | ||||
Asset impairments | 300 | 1,580 | 300 | |||||
Costs and Expenses, Total | 285,428 | 263,798 | 836,424 | 771,594 | ||||
OPERATING INCOME | 37,444 | 34,058 | 107,640 | 113,677 | ||||
OTHER (INCOME) EXPENSE: | ||||||||
Interest expense, net | 16,962 | 14,046 | 49,705 | 41,219 | ||||
Expenses associated with debt refinancing transactions | 1,016 | |||||||
Other (income) expense | 42 | (96) | 62 | (248) | ||||
Total non-operating expense (income) | 17,004 | 13,950 | 50,783 | 40,971 | ||||
INCOME BEFORE INCOME TAXES | 20,440 | 20,108 | 56,857 | 72,706 | ||||
Income tax expense | (332) | (541) | (1,097) | (1,711) | ||||
INCOME BEFORE EQUITY IN SUBSIDIARIES | 20,108 | 19,567 | 55,760 | 70,995 | ||||
Income from equity in subsidiaries | 20,886 | 21,611 | 62,208 | 65,705 | ||||
NET INCOME | 40,994 | 41,178 | 117,968 | 136,700 | ||||
Reportable Legal Entities | Combined Subsidiary Guarantors | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
REVENUES | 381,594 | 368,507 | 1,119,524 | 1,094,805 | ||||
EXPENSES: | ||||||||
Operating | 323,765 | 308,855 | 945,694 | 915,761 | ||||
General and administrative | 16,399 | 18,480 | 50,976 | 52,916 | ||||
Depreciation and amortization | 15,349 | 14,360 | 46,552 | 44,358 | ||||
Asset impairments | 55 | 314 | ||||||
Costs and Expenses, Total | 355,513 | 341,750 | 1,043,222 | 1,013,349 | ||||
OPERATING INCOME | 26,081 | 26,757 | 76,302 | 81,456 | ||||
OTHER (INCOME) EXPENSE: | ||||||||
Interest expense, net | 2,825 | 2,983 | 8,156 | 8,922 | ||||
Other (income) expense | (20) | 21 | (107) | 109 | ||||
Total non-operating expense (income) | 2,805 | 3,004 | 8,049 | 9,031 | ||||
INCOME BEFORE INCOME TAXES | 23,276 | 23,753 | 68,253 | 72,425 | ||||
Income tax expense | (2,510) | (2,132) | (6,108) | (6,689) | ||||
INCOME BEFORE EQUITY IN SUBSIDIARIES | 20,766 | 21,621 | 62,145 | 65,736 | ||||
NET INCOME | 20,766 | 21,621 | 62,145 | 65,736 | ||||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
REVENUES | 2,497 | 2,497 | ||||||
EXPENSES: | ||||||||
Operating | 962 | 962 | ||||||
Depreciation and amortization | 641 | 641 | ||||||
Costs and Expenses, Total | 1,603 | 1,603 | ||||||
OPERATING INCOME | 894 | 894 | ||||||
OTHER (INCOME) EXPENSE: | ||||||||
Interest expense, net | 747 | 747 | ||||||
Other (income) expense | 27 | 84 | ||||||
Total non-operating expense (income) | 774 | 831 | ||||||
INCOME BEFORE INCOME TAXES | 120 | 63 | ||||||
INCOME BEFORE EQUITY IN SUBSIDIARIES | 120 | 63 | ||||||
NET INCOME | 120 | 63 | ||||||
Consolidating Adjustments and Other | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
REVENUES | (244,235) | (223,518) | (712,512) | (655,154) | ||||
EXPENSES: | ||||||||
Operating | (244,235) | (223,518) | (712,512) | (655,154) | ||||
Costs and Expenses, Total | (244,235) | (223,518) | (712,512) | (655,154) | ||||
OTHER (INCOME) EXPENSE: | ||||||||
Other (income) expense | 10 | 31 | ||||||
Total non-operating expense (income) | 10 | 31 | ||||||
INCOME BEFORE INCOME TAXES | (10) | (31) | ||||||
INCOME BEFORE EQUITY IN SUBSIDIARIES | (10) | (31) | ||||||
Income from equity in subsidiaries | (20,886) | (21,611) | (62,208) | (65,705) | ||||
NET INCOME | $ (20,886) | $ (21,621) | $ (62,208) | $ (65,736) |
Condensed Consolidating State_2
Condensed Consolidating Statement of Cash Flows (Unaudited) (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 284,571 | $ 264,135 |
Net cash used in investing activities | (230,636) | (81,760) |
Net cash provided by (used in) financing activities | (1,390) | (177,351) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 52,545 | 5,024 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 52,183 | 37,711 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 104,728 | 42,735 |
Reportable Legal Entities | Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 255,765 | 239,662 |
Net cash used in investing activities | (178,280) | (50,216) |
Net cash provided by (used in) financing activities | (34,631) | (180,702) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 42,854 | 8,744 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 25,745 | 11,378 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 68,599 | 20,122 |
Reportable Legal Entities | Combined Subsidiary Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 19,472 | 24,473 |
Net cash used in investing activities | (23,098) | (31,544) |
Net cash provided by (used in) financing activities | 1,852 | 3,351 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (1,774) | (3,720) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 26,438 | 26,333 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 24,664 | $ 22,613 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 9,334 | |
Net cash used in investing activities | (124,178) | |
Net cash provided by (used in) financing activities | 126,309 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 11,465 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 11,465 | |
Consolidating Adjustments and Other | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash used in investing activities | 94,920 | |
Net cash provided by (used in) financing activities | $ (94,920) |