Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CXW | |
Entity Registrant Name | CoreCivic, Inc. | |
Entity Central Index Key | 0001070985 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 119,067,887 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 20,499 | $ 52,802 |
Restricted cash | 32,901 | 21,335 |
Accounts receivable, net of allowance of $2,715 and $2,542, respectively | 273,567 | 270,597 |
Prepaid expenses and other current assets | 28,364 | 28,791 |
Total current assets | 355,331 | 373,525 |
Real estate and related assets: | ||
Property and equipment, net of accumulated depreciation of $1,442,844 and $1,516,664, respectively | 2,794,767 | 2,830,589 |
Other real estate assets | 244,479 | 247,223 |
Goodwill | 48,169 | 48,169 |
Non-current deferred tax assets | 13,807 | 14,947 |
Other assets | 213,827 | 141,207 |
Total assets | 3,670,380 | 3,655,660 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 330,617 | 352,275 |
Current portion of long-term debt | 15,448 | 14,121 |
Total current liabilities | 346,065 | 366,396 |
Long-term debt, net | 1,828,114 | 1,787,555 |
Deferred revenue | 22,694 | 26,102 |
Other liabilities | 91,093 | 60,548 |
Total liabilities | 2,287,966 | 2,240,601 |
Commitments and contingencies | ||
Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 0 | 0 |
Common stock – $0.01 par value; 300,000 shares authorized; 119,068 and 118,674 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 1,191 | 1,187 |
Additional paid-in capital | 1,808,147 | 1,807,202 |
Accumulated deficit | (426,924) | (393,330) |
Total stockholders' equity | 1,382,414 | 1,415,059 |
Total liabilities and stockholders' equity | $ 3,670,380 | $ 3,655,660 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance | $ 2,715 | $ 2,542 |
Accumulated depreciation | $ 1,442,844 | $ 1,516,664 |
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 | 119,068,000 | 118,674,000 |
Common stock, shares outstanding | 119,068,000 | 118,674,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
REVENUES | $ 484,064 | $ 440,916 |
EXPENSES: | ||
Operating | 345,832 | 319,151 |
General and administrative | 29,445 | 24,971 |
Depreciation and amortization | 35,523 | 38,089 |
Costs and Expenses, Total | 410,800 | 382,211 |
OPERATING INCOME | 73,264 | 58,705 |
OTHER (INCOME) EXPENSE: | ||
Interest expense, net | 21,436 | 19,036 |
Other (income) expense | 4 | (43) |
Total non-operating expense (income) | 21,440 | 18,993 |
INCOME BEFORE INCOME TAXES | 51,824 | 39,712 |
Income tax expense | (2,484) | (1,935) |
NET INCOME | $ 49,340 | $ 37,777 |
BASIC EARNINGS PER SHARE | $ 0.42 | $ 0.32 |
DILUTED EARNINGS PER SHARE | $ 0.41 | $ 0.32 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 49,340 | $ 37,777 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 35,523 | 38,089 |
Amortization of debt issuance costs and other non-cash interest | 857 | 891 |
Deferred income taxes | 1,140 | 837 |
Non-cash revenue and other income | (2,937) | (4,318) |
Non-cash equity compensation | 3,812 | 3,486 |
Other expenses and non-cash items | 3,423 | 1,939 |
Changes in assets and liabilities, net: | ||
Accounts receivable, prepaid expenses and other assets | (2,564) | 41,249 |
Accounts payable, accrued expenses and other liabilities | (11,921) | (12,394) |
Income taxes payable | 1,150 | 923 |
Net cash provided by operating activities | 77,823 | 108,479 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for facility development and expansions | (36,037) | (3,447) |
Expenditures for other capital improvements | (9,972) | (17,285) |
Acquisitions, net of cash acquired | (30,931) | (48,461) |
Proceeds from sale of assets | 331 | 48 |
Increase in other assets | (1,391) | (705) |
Net cash used in investing activities | (78,000) | (69,850) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt and borrowings from credit facility | 197,141 | 89,500 |
Scheduled principal repayments | (2,876) | (2,691) |
Other principal repayments of debt | (153,000) | (66,000) |
Payment of debt issuance and other refinancing and related costs | (85) | (844) |
Payment of lease obligations for financing leases | (134) | (746) |
Contingent consideration for acquisition of businesses | (6,378) | |
Dividends paid | (52,365) | (51,106) |
Purchase and retirement of common stock | (3,070) | (2,525) |
Proceeds from exercise of stock options | 207 | |
Net cash used in financing activities | (20,560) | (34,412) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (20,737) | 4,217 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 74,137 | 52,183 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 53,400 | 56,400 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Establishment of right of use assets and lease liabilities | 82,917 | |
Cash paid during the period for: | ||
Interest (net of amounts capitalized of $924 and $0 in 2019 and 2018, respectively) | $ 18,522 | 3,278 |
Income taxes paid | $ 105 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Interest, capitalized interest | $ 924 | $ 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, 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 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, 2018 | 1,415,059 | $ 1,187 | 1,807,202 | (393,330) | |
Balance (in shares) at Dec. 31, 2018 | 118,674 | ||||
Comprehensive income | |||||
Net income | 49,340 | 49,340 | |||
Retirement of common stock | (3,070) | $ (1) | (3,069) | ||
Retirement of common stock (in shares) | (143) | ||||
Dividends declared on common stock | (52,994) | (52,994) | |||
Restricted stock compensation, net of forfeitures | 3,812 | 3,812 | |||
Restricted stock grants | $ 5 | (5) | |||
Restricted stock grants (in shares) | 521 | ||||
Stock options exercised | 207 | 207 | |||
Stock options exercised ( in shares) | 16 | ||||
Cumulative effect of adoption of new accounting standard | (29,940) | (29,940) | |||
Balance at Mar. 31, 2019 | $ 1,382,414 | $ 1,191 | $ 1,808,147 | $ (426,924) | |
Balance (in shares) at Mar. 31, 2019 | 119,068 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Dividends declared on common stock, per share | $ 0.44 | $ 0.43 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019, 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 owned and operated 27 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 | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 filed with the Securities and Exchange Commission (the "SEC") on February 25, 2019 (the "2018 Form 10-K") with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company. Certain reclassifications have been made to the consolidated balance sheets in 2018 to conform to the current year presentation. Recent Accounting Pronouncements – Lease Adoption In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 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 ("ROU") 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 Accounting Standards Codification ("ASC") 840, "Leases", 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. Adoption results in an increase in long-term assets and liabilities for leases where the Company is the lessee. CoreCivic adopted ASU 2016-02 and ASU 2018-11, cumulatively ("ASC 842"), on January 1, 2019. The Company elected the modified retrospective transition method and recognized the cumulative-effect adjustment resulting from adoption of ASC 842 in the first quarter of 2019. CoreCivic also elected 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 addition, the Company made an accounting policy election to apply the "short-term lease exception" permitted by ASC 842 for all classes of underlying assets. With the exception of the South Texas Family Residential Center lease, as further described hereafter, the Company also elected the practical expedient that permits lessees to make an accounting policy election to account for each separate lease component of a contract and its associated non-lease components as a single lease component. Prior to the adoption of ASC 842, a portion of the rental payments for the South Texas Family Residential Center was classified as depreciation and interest expense in accordance with ASC 840-40-55, formerly Emerging Issues Task Force No. 97-10, "The Effect of Lessee Involvement in Asset Construction." Upon adoption of ASC 842, all rental payments associated with this lease are classified as operating expenses. Upon adoption of ASC 842, CoreCivic recognized a ROU asset and a lease liability of $82.9 million for all operating leases identified by the Company as applicable under the guidance of ASC 842, including the lease for the South Texas Family Residential Center. For those operating leases that contain renewal options, the Company included the renewal period in the lease terms, and the related payments are reflected in the ROU asset and lease liability, when it is reasonably certain that a renewal option will be exercised. The ROU asset, amounting to $76.2 million at March 31, 2019, is included in other assets on the consolidated balance sheets, while the current portion of the lease liability, amounting to $28.1 million at March 31, 2019, is included in accounts payable and accrued expenses and the long-term portion of the liability, amounting to $48.3 million at March 31, 2019, is included in other liabilities on the consolidated balance sheets. The Company also recognized a net charge of approximately $29.9 million to accumulated deficit upon adoption of ASC 842. CoreCivic leases land and buildings from third-party lessors for multiple properties under operating leases that expire over varying dates through 2023. CoreCivic leases the South Texas Family Residential Center and the site upon which it was constructed from a third-party lessor. CoreCivic's lease agreement with the lessor is over a base period concurrent with an inter-governmental service agreement ("IGSA") with U.S. Immigration and Customs Enforcement ("ICE") which was amended in October 2016 to extend the term of the agreement through September 2021. However, ICE can terminate the IGSA for convenience or non-appropriation of funds, without penalty, by providing CoreCivic with at least a 60-day notice. In the event CoreCivic cancels the lease with the third-party lessor prior to its expiration as a result of the termination of the IGSA by ICE for convenience, and if CoreCivic is unable to reach an agreement for the continued use of the facility within 90 days from the termination date, CoreCivic is required to pay a termination fee to the third-party lessor based on the termination date, currently equal to $7.0 million and declining to zero by October 2020. Under provisions of ASC 842, CoreCivic determined that the South Texas Family Residential Center lease with the third-party lessor includes a non-lease component for food services representing 44% of the consideration paid under the lease. The expense incurred for all operating leases, inclusive of short-term and variable leases, was $8.4 million and $7.7 million for the three months ended March 31, 2019 and 2018, respectively. The cash payments for operating leases are reflected as cash flows from operating activities on the accompanying consolidated statements of cash flows and cash payments for financing leases are reflected as cash flows from financing activities. Future minimum lease payments as of March 31, 2019 for the Company's operating lease liabilities, inclusive of $71.3 million of payments expected to be made under the cancelable lease at the South Texas facility (excluding the non-lease food services component), are as follows (in thousands): 2019 (remainder) $ 23,499 2020 31,278 2021 22,836 2022 1,413 2023 878 Thereafter 2,357 Total future minimum lease payments 82,261 Less amount representing interest (5,911 ) Total present value of minimum lease payments $ 76,350 In addition, through its CoreCivic Properties segment, the Company owns 27 properties leased to third parties and used by government agencies under operating leases that expire over varying dates through 2034, some of which contain renewal options. 2019 (remainder) $ 55,941 2020 73,904 2021 67,541 2022 61,108 2023 58,671 Thereafter 410,147 Recent Accounting Pronouncements – Other In June 2016, the FASB issued ASU No. 2016 13, "Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments," which will change how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU will replace the current "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, contract assets, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowances for losses. The ASU is effective for the Company in the first quarter of 2020. The Company is currently evaluating the effects of this ASU to determine the potential impact on its financial statements, however the Company does not currently expect the new standard will have a material impact on its financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC 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 March 31, 2019 and December 31, 2018, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands): March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,953 $ 4,129 $ 2,887 $ 4,037 Debt $ (1,856,060 ) $ (1,808,872 ) $ (1,814,795 ) $ (1,744,045 ) |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2019 | |
GOODWILL | 3. GOODWILL ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment", establishes accounting and reporting requirements for goodwill and other intangible assets. Goodwill was $48.2 million as of both March 31, 2019 and December 31, 2018. Of this amount, goodwill was $7.9 million as of both March 31, 2019 and December 31, 2018 for the Company's CoreCivic Safety segment, and was $40.3 million as of both March 31, 2019 and December 31, 2018 for its CoreCivic Community segment. This goodwill was established in connection with multiple business combination transactions. Under the provisions of ASU 2017-04, CoreCivic performs a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing a quantitative impairment test is not necessary. If a quantitative test is required, CoreCivic performs an assessment to identify the existence of impairment and to measure the excess of a reporting unit's carrying amount over its fair value by using a combination of various common valuation techniques, including market multiples and discounted cash flows. 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 and whenever circumstances indicate the carrying value of goodwill may not be recoverable. |
REAL ESTATE TRANSACTIONS
REAL ESTATE TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
REAL ESTATE TRANSACTIONS | 4. REAL ESTATE TRANSACTIONS Acquisitions On February 20, 2019, CoreCivic acquired the South Raleigh Reentry Center, a 60-bed residential reentry center in Raleigh, North Carolina, for $0.9 million, excluding transaction-related expenses. In connection with the acquisition, CoreCivic expects to become the contracting party to a contract with the Federal Bureau of Prisons to provide reentry services for both male and female residents. In allocating the purchase price of this transaction, CoreCivic recorded $0.9 million of net tangible assets. CoreCivic acquired the property as a strategic investment that further expands the Company's network of residential reentry centers. On May 6, 2019, CoreCivic acquired a 36,520-square foot office building in Detroit, Michigan, for $7.2 million, excluding transaction-related expenses, that was built-to-suit for the state of Michigan's Department of Health and Human Services ("MDHHS") in 2002. The property is 100% leased to the Michigan Department of Technology, Management and Budget ("MDTMB") on behalf of MDHHS through June 2028 and includes one six-year renewal option at the sole discretion of the MDTMB. Financing Leasing Transactions On January 24, 2018, CoreCivic entered into a 20-year lease agreement with the 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 and is expected to be completed during the first quarter of 2020. 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 March 31, 2019, CoreCivic has capitalized $74.4 million associated with the construction of the project. Idle Facilities As of March 31, 2019, CoreCivic had eight idled 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 March 31, December 31, Facility Capacity Idled 2019 2018 Prairie Correctional Facility 1,600 2010 $ 15,086 $ 15,278 Huerfano County Correctional Center 752 2010 16,497 16,660 Diamondback Correctional Facility 2,160 2010 40,800 40,962 Southeast Kentucky Correctional Facility 656 2012 20,889 21,098 Marion Adjustment Center 826 2013 11,666 11,770 Kit Carson Correctional Center 1,488 2016 55,069 55,507 Eden Detention Center 1,422 2017 37,966 38,349 Torrance County Detention Facility 910 2017 34,968 35,355 9,814 $ 232,941 $ 234,979 CoreCivic also has two idled non-core facilities containing an aggregate of 440 beds with an aggregate net book value of $3.7 million. CoreCivic incurred approximately $3.1 million and $3.5 million in operating expenses at the idled facilities for the three months ended March 31, 2019 and 2018, 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. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
DEBT | 5. DEBT Debt outstanding as of March 31, 2019 and December 31, 2018 consists of the following (in thousands): March 31, December 31, 2019 2018 Revolving Credit Facility, principal due at maturity in April 2023; interest payable periodically at variable interest rates. The weighted average rate at both March 31, 2019 and December 31, 2018 was 4.0%. $ 214,000 $ 201,000 Term Loan, scheduled principal payments through maturity in April 2023; interest payable periodically at variable interest rates. The rate at both March 31, 2019 and December 31, 2018 was 4.0%. Unamortized debt issuance costs amounted to $0.1 March 31, 2019 and December 31, 2018. 196,250 197,500 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 $2.6 million and $2.7 million at March 31, 2019 and December 31, 2018, 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 $0.8 million and $1.0 million at March 31, 2019 and December 31, 2018, 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 $1.7 million and $1.8 million at March 31, 2019 and December 31, 2018, 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 $3.4 million and $3.5 million at March 31, 2019 and December 31, 2018, 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 both March 31, 2019 and December 31, 2018. 23,129 23,429 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 March 31, 2019 and December 31, 2018. 93,472 62,331 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 and $0.3 million at March 31, 2019 and December 31, 2018, respectively. 154,209 155,535 Total debt 1,856,060 1,814,795 Unamortized debt issuance costs (12,498 ) (13,119 ) Current portion of long-term debt (15,448 ) (14,121 ) Long-term debt, net $ 1,828,114 $ 1,787,555 Revolving Credit Facility. On April 17, 2018, CoreCivic entered into the Second Amended and Restated Credit Agreement (the "Credit Agreement") in an aggregate principal amount of up to $1.0 billion. The 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 Credit Agreement has a maturity of April 2023. The 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. 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 March 31, 2019, CoreCivic had $214.0 million in borrowings outstanding under the Revolving Credit Facility as well as $23.7 million in letters of credit outstanding resulting in $562.3 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 March 31, 2019, 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, permitted investments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements. 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 rate margins under the Term Loan are the same as the interest rate margins 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 March 31, 2019, the outstanding balance of the Term Loan was $196.3 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 . 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 Capital Commerce 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 Capital Commerce 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 Capital Commerce Note as of the prepayment date. CoreCivic capitalized approximately $0.4 million of costs associated with the Capital Commerce Note. As of March 31, 2019, the outstanding balance of the mortgage note was $23.1 million. Lansing Correctional Facility. On April 20, 2018, CoreCivic of Kansas, LLC (the "Issuer"), a wholly-owned unrestricted subsidiary of the Company, priced $159.5 million in aggregate principal amount of non-recourse senior secured notes of the Issuer (the "Kansas Notes"), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The private placement closed on June 1, 2018. The Company is using the proceeds of the private placement, which are 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 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 Credit Agreement. As of March 31, 2019, the outstanding balance of the Kansas Notes was $93.5 million. SSA-Baltimore. On August 23, 2018, CoreCivic acquired the 541,000 square-foot SSA-Baltimore office building for a purchase price of $242.0 million. In connection with the acquisition, a wholly-owned unrestricted subsidiary of 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 March 31, 2019, the outstanding balance of the SSA-Baltimore Note was $154.2 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 March 31, 2019 for the remainder of 2019, the next four years, and thereafter were as follows (in thousands): 2019 (remainder) $ 11,245 2020 343,849 2021 20,337 2022 274,231 2023 734,360 Thereafter 472,038 Total debt $ 1,856,060 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS' EQUITY Dividends on Common Stock During 2018 and the first quarter of 2019, CoreCivic's Board of Directors declared the following quarterly dividends on its common stock: Declaration Date Record Date Payable Date Per Share 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 December 13, 2018 January 2, 2019 January 15, 2019 $ 0.43 February 21, 2019 April 1, 2019 April 15, 2019 $ 0.44 Future dividends will depend on CoreCivic's distribution requirements as a REIT, future cash flows and 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 were fully vested as of December 31, 2016. As of March 31, 2019, options to purchase 0.7 million shares of common stock were outstanding with a weighted average exercise price of $20.49 per share. Restricted Stock Units During the first quarter of 2019, CoreCivic issued approximately 892,000 RSUs to certain of its employees and non-employee directors, with an aggregate value of $19.1 million, including 808,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 84,000 RSUs to employees whose compensation is charged to operating expense. During 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. Since 2015, CoreCivic During the three months ended March 31, 2019, CoreCivic expensed $3.8 million, net of forfeitures, relating to RSUs ($0.5 million of which was recorded in operating expenses and $3.3 million of which was recorded in general and administrative expenses). During the three months ended March 31, 2018, CoreCivic expensed $3.5 million, net of forfeitures, relating to RSUs ($0.5 million of which was recorded in operating expenses and $3.0 million of which was recorded in general and administrative expenses). As of March 31, 2019, approximately 1.6 million RSUs remained outstanding and subject to vesting. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
EARNINGS PER SHARE | 7. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted share grants and stock options. A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data): For the Three Months Ended March 31, 2019 2018 NUMERATOR Basic: Net income $ 49,340 $ 37,777 Diluted: Net income $ 49,340 $ 37,777 DENOMINATOR Basic: Weighted average common shares outstanding 118,836 118,359 Diluted: Weighted average common shares outstanding 118,836 118,359 Effect of dilutive securities: Stock options 36 101 Restricted stock-based awards 46 49 Weighted average shares and assumed conversions 118,918 118,509 BASIC EARNINGS PER SHARE $ 0.42 $ 0.32 DILUTED EARNINGS PER SHARE $ 0.41 $ 0.32 Approximately 0.5 million stock options were excluded from the computation of diluted earnings per share for both the three months ended March 31, 2019 and 2018, because they were anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Legal Proceedings The nature of CoreCivic's business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, offenders or others. The nature of such claims includes, but is not limited to, claims arising from employee or offender misconduct, medical malpractice, employment matters, property loss, contractual claims, including claims regarding compliance with contract performance requirements, and personal injury or other damages resulting from contact with CoreCivic's facilities, personnel or offenders, including damages arising from an offender's escape or from a disturbance at a facility. CoreCivic maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CoreCivic is subject to substantial self-insurance risk. 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 | 3 Months Ended |
Mar. 31, 2019 | |
INCOME TAXES | 9. 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 currently 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. CoreCivic recorded an income tax expense of $2.5 million and $1.9 million for the three months ended March 31, 2019 and 2018, 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 March 31, 2019 and December 31, 2018. CoreCivic recognizes interest and penalties related to unrecognized tax positions in income tax expense. CoreCivic does not currently anticipate that the total amount of unrecognized tax positions will significantly change in the next twelve months. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2019 | |
SEGMENT REPORTING | 10. SEGMENT REPORTING As of March 31, 2019, CoreCivic operated 51 correctional and detention facilities, 44 of which the Company owned. In addition, CoreCivic owned and operated 27 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 Rocky Mountain Offender Management Systems, LLC and Recovery Monitoring Solutions Corporation, subsidiaries of the Company that provide electronic monitoring and case management services. 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 months ended March 31, 2019 and 2018 (in thousands): For the Three Months Ended March 31, 2019 2018 Revenue: Safety $ 434,318 $ 404,498 Community 30,566 24,800 Properties 19,112 11,615 Total segment revenue 483,996 440,913 Operating expenses: Safety 316,595 296,503 Community 23,496 19,367 Properties 5,652 3,114 Total segment operating expenses 345,743 318,984 Facility net operating income: Safety 117,723 107,995 Community 7,070 5,433 Properties 13,460 8,501 Total facility net operating income 138,253 121,929 Other revenue (expense): Other revenue 68 3 Other operating expense (89 ) (167 ) General and administrative (29,445 ) (24,971 ) Depreciation and amortization (35,523 ) (38,089 ) Operating income $ 73,264 $ 58,705 The following table summarizes capital expenditures including accrued amounts for the three months ended March 31, 2019 and 2018 (in thousands): For the Three Months Ended March 31, 2019 2018 Capital expenditures: Safety $ 19,956 $ 11,470 Community 1,463 7,147 Properties 15,903 40,994 Corporate and other 3,472 6,641 Total capital expenditures $ 40,794 $ 66,252 The total assets are as follows (in thousands): March 31, 2019 December 31, 2018 Assets: Safety $ 2,643,099 $ 2,621,880 Community 281,842 281,198 Properties 630,198 606,770 Corporate and other 115,241 145,812 Total Assets $ 3,670,380 $ 3,655,660 |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 3 Months Ended |
Mar. 31, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 11. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES 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 March 31, 2019 (Unaudited and in thousands) ASSETS Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 220 $ 20,049 $ 230 $ — $ 20,499 Restricted cash — — 32,901 — 32,901 Accounts receivable, net of allowance 204,817 495,734 1,830 (428,814 ) 273,567 Prepaid expenses and other current assets 3,288 28,169 1,021 (4,114 ) 28,364 Total current assets 208,325 543,952 35,982 (432,928 ) 355,331 Real estate and related assets: Property and equipment, net 2,252,514 263,499 278,754 — 2,794,767 Other real estate assets 244,479 — — — 244,479 Goodwill 33,057 15,112 — — 48,169 Non-current deferred tax assets 1,153 12,654 1,751 (1,751 ) 13,807 Other assets 534,288 131,794 37,485 (489,740 ) 213,827 Total assets $ 3,273,816 $ 967,011 $ 353,972 $ (924,419 ) $ 3,670,380 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 271,625 $ 381,859 $ 110,026 $ (432,893 ) $ 330,617 Current portion of long-term debt 9,983 — 5,465 — 15,448 Total current liabilities 281,608 381,859 115,491 (432,893 ) 346,065 Long-term debt, net 1,590,001 114,483 238,630 (115,000 ) 1,828,114 Non-current deferred tax liabilities 1,751 — — (1,751 ) — Deferred revenue — 22,694 — — 22,694 Other liabilities 18,042 73,051 — — 91,093 Total liabilities 1,891,402 592,087 354,121 (549,644 ) 2,287,966 Total stockholders' equity 1,382,414 374,924 (149 ) (374,775 ) 1,382,414 Total liabilities and stockholders' equity $ 3,273,816 $ 967,011 $ 353,972 $ (924,419 ) $ 3,670,380 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2018 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 11,109 $ 40,348 $ 1,345 $ — $ 52,802 Restricted cash — — 21,335 — 21,335 Accounts receivable, net of allowance 254,766 445,105 1,809 (431,083 ) 270,597 Prepaid expenses and other current assets 4,412 26,939 1,951 (4,511 ) 28,791 Total current assets 270,287 512,392 26,440 (435,594 ) 373,525 Real estate and related assets: Property and equipment, net 2,255,361 310,989 264,239 — 2,830,589 Other real estate assets 247,223 — — — 247,223 Goodwill 33,057 15,112 — — 48,169 Non-current deferred tax assets 727 14,220 1,165 (1,165 ) 14,947 Other assets 507,161 61,104 38,112 (465,170 ) 141,207 Total assets $ 3,313,816 $ 913,817 $ 329,956 $ (901,929 ) $ 3,655,660 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 294,474 $ 377,699 $ 115,661 $ (435,559 ) $ 352,275 Current portion of long-term debt 8,720 — 5,401 — 14,121 Total current liabilities 303,194 377,699 121,062 (435,559 ) 366,396 Long-term debt, net 1,579,273 114,428 208,854 (115,000 ) 1,787,555 Non-current deferred tax liabilities 1,165 — — (1,165 ) — Deferred revenue — 26,102 — — 26,102 Other liabilities 15,125 45,423 — — 60,548 Total liabilities 1,898,757 563,652 329,916 (551,724 ) 2,240,601 Total stockholders' equity 1,415,059 350,165 40 (350,205 ) 1,415,059 Total liabilities and stockholders' equity $ 3,313,816 $ 913,817 $ 329,956 $ (901,929 ) $ 3,655,660 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended March 31, 2019 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 335,212 $ 392,077 $ 5,723 $ (248,948 ) $ 484,064 EXPENSES: Operating 257,493 334,995 2,292 (248,948 ) 345,832 General and administrative 10,028 19,417 — — 29,445 Depreciation and amortization 23,284 10,315 1,924 — 35,523 290,805 364,727 4,216 (248,948 ) 410,800 OPERATING INCOME 44,407 27,350 1,507 — 73,264 OTHER (INCOME) EXPENSE: Interest expense, net 18,286 1,453 1,697 — 21,436 Other (income) expense (68 ) 40 32 — 4 18,218 1,493 1,729 — 21,440 INCOME BEFORE INCOME TAXES 26,189 25,857 (222 ) — 51,824 Income tax expense (529 ) (1,955 ) — — (2,484 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 25,660 23,902 (222 ) — 49,340 Income from equity in subsidiaries 23,680 — — (23,680 ) — NET INCOME $ 49,340 $ 23,902 $ (222 ) $ (23,680 ) $ 49,340 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended March 31, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 307,529 $ 366,685 $ (233,298 ) $ 440,916 EXPENSES: Operating 242,185 310,264 (233,298 ) 319,151 General and administrative 8,235 16,736 — 24,971 Depreciation and amortization 22,533 15,556 — 38,089 272,953 342,556 (233,298 ) 382,211 OPERATING INCOME 34,576 24,129 — 58,705 OTHER (INCOME) EXPENSE: Interest expense, net 16,177 2,859 — 19,036 Other (income) expense (118 ) 58 17 (43 ) 16,059 2,917 17 18,993 INCOME BEFORE INCOME TAXES 18,517 21,212 (17 ) 39,712 Income tax expense (423 ) (1,512 ) — (1,935 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 18,094 19,700 (17 ) 37,777 Income from equity in subsidiaries 19,683 — (19,683 ) — NET INCOME $ 37,777 $ 19,700 $ (19,700 ) $ 37,777 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2019 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 54,278 $ 20,642 $ 2,903 $ — $ 77,823 Net cash provided by (used in) investing activities 16,075 (71,605 ) (22,280 ) (190 ) (78,000 ) Net cash provided by (used in) financing activities (81,242 ) 30,664 29,828 190 (20,560 ) Net increase (decrease) in cash, cash equivalents and restricted cash (10,889 ) (20,299 ) 10,451 — (20,737 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 11,109 40,348 22,680 — 74,137 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 220 $ 20,049 $ 33,131 $ — $ 53,400 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 120,543 $ (12,064 ) $ — $ 108,479 Net cash provided by (used in) investing activities (80,955 ) 11,105 — (69,850 ) Net cash used in financing activities (29,913 ) (4,499 ) — (34,412 ) Net increase (decrease) in cash, cash equivalents and restricted cash 9,675 (5,458 ) — 4,217 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 25,745 26,438 — 52,183 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 35,420 $ 20,980 $ — $ 56,400 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – Lease Adoption In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 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 ("ROU") 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 Accounting Standards Codification ("ASC") 840, "Leases", 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. Adoption results in an increase in long-term assets and liabilities for leases where the Company is the lessee. CoreCivic adopted ASU 2016-02 and ASU 2018-11, cumulatively ("ASC 842"), on January 1, 2019. The Company elected the modified retrospective transition method and recognized the cumulative-effect adjustment resulting from adoption of ASC 842 in the first quarter of 2019. CoreCivic also elected 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 addition, the Company made an accounting policy election to apply the "short-term lease exception" permitted by ASC 842 for all classes of underlying assets. With the exception of the South Texas Family Residential Center lease, as further described hereafter, the Company also elected the practical expedient that permits lessees to make an accounting policy election to account for each separate lease component of a contract and its associated non-lease components as a single lease component. Prior to the adoption of ASC 842, a portion of the rental payments for the South Texas Family Residential Center was classified as depreciation and interest expense in accordance with ASC 840-40-55, formerly Emerging Issues Task Force No. 97-10, "The Effect of Lessee Involvement in Asset Construction." Upon adoption of ASC 842, all rental payments associated with this lease are classified as operating expenses. Upon adoption of ASC 842, CoreCivic recognized a ROU asset and a lease liability of $82.9 million for all operating leases identified by the Company as applicable under the guidance of ASC 842, including the lease for the South Texas Family Residential Center. For those operating leases that contain renewal options, the Company included the renewal period in the lease terms, and the related payments are reflected in the ROU asset and lease liability, when it is reasonably certain that a renewal option will be exercised. The ROU asset, amounting to $76.2 million at March 31, 2019, is included in other assets on the consolidated balance sheets, while the current portion of the lease liability, amounting to $28.1 million at March 31, 2019, is included in accounts payable and accrued expenses and the long-term portion of the liability, amounting to $48.3 million at March 31, 2019, is included in other liabilities on the consolidated balance sheets. The Company also recognized a net charge of approximately $29.9 million to accumulated deficit upon adoption of ASC 842. CoreCivic leases land and buildings from third-party lessors for multiple properties under operating leases that expire over varying dates through 2023. CoreCivic leases the South Texas Family Residential Center and the site upon which it was constructed from a third-party lessor. CoreCivic's lease agreement with the lessor is over a base period concurrent with an inter-governmental service agreement ("IGSA") with U.S. Immigration and Customs Enforcement ("ICE") which was amended in October 2016 to extend the term of the agreement through September 2021. However, ICE can terminate the IGSA for convenience or non-appropriation of funds, without penalty, by providing CoreCivic with at least a 60-day notice. In the event CoreCivic cancels the lease with the third-party lessor prior to its expiration as a result of the termination of the IGSA by ICE for convenience, and if CoreCivic is unable to reach an agreement for the continued use of the facility within 90 days from the termination date, CoreCivic is required to pay a termination fee to the third-party lessor based on the termination date, currently equal to $7.0 million and declining to zero by October 2020. Under provisions of ASC 842, CoreCivic determined that the South Texas Family Residential Center lease with the third-party lessor includes a non-lease component for food services representing 44% of the consideration paid under the lease. The expense incurred for all operating leases, inclusive of short-term and variable leases, was $8.4 million and $7.7 million for the three months ended March 31, 2019 and 2018, respectively. The cash payments for operating leases are reflected as cash flows from operating activities on the accompanying consolidated statements of cash flows and cash payments for financing leases are reflected as cash flows from financing activities. Future minimum lease payments as of March 31, 2019 for the Company's operating lease liabilities, inclusive of $71.3 million of payments expected to be made under the cancelable lease at the South Texas facility (excluding the non-lease food services component), are as follows (in thousands): 2019 (remainder) $ 23,499 2020 31,278 2021 22,836 2022 1,413 2023 878 Thereafter 2,357 Total future minimum lease payments 82,261 Less amount representing interest (5,911 ) Total present value of minimum lease payments $ 76,350 In addition, through its CoreCivic Properties segment, the Company owns 27 properties leased to third parties and used by government agencies under operating leases that expire over varying dates through 2034, some of which contain renewal options. 2019 (remainder) $ 55,941 2020 73,904 2021 67,541 2022 61,108 2023 58,671 Thereafter 410,147 Recent Accounting Pronouncements – Other In June 2016, the FASB issued ASU No. 2016 13, "Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments," which will change how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU will replace the current "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, contract assets, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowances for losses. The ASU is effective for the Company in the first quarter of 2020. The Company is currently evaluating the effects of this ASU to determine the potential impact on its financial statements, however the Company does not currently expect the new standard will have a material impact on its financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC 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 March 31, 2019 and December 31, 2018, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands): March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,953 $ 4,129 $ 2,887 $ 4,037 Debt $ (1,856,060 ) $ (1,808,872 ) $ (1,814,795 ) $ (1,744,045 ) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of Future Minimum Lease Payments | The expense incurred for all operating leases, inclusive of short-term and variable leases, was $8.4 million and $7.7 million for the three months ended March 31, 2019 and 2018, respectively. The cash payments for operating leases are reflected as cash flows from operating activities on the accompanying consolidated statements of cash flows and cash payments for financing leases are reflected as cash flows from financing activities. Future minimum lease payments as of March 31, 2019 for the Company's operating lease liabilities, inclusive of $71.3 million of payments expected to be made under the cancelable lease at the South Texas facility (excluding the non-lease food services component), are as follows (in thousands): 2019 (remainder) $ 23,499 2020 31,278 2021 22,836 2022 1,413 2023 878 Thereafter 2,357 Total future minimum lease payments 82,261 Less amount representing interest (5,911 ) Total present value of minimum lease payments $ 76,350 |
Schedule of Future Undiscounted Cash Flows to be Received from Third-Party Lessees for Company's Operating Leases | Future undiscounted cash flows to be received from third-party lessees as of March 31, 2019 for the Company's operating leases are as follows (in thousands): 2019 (remainder) $ 55,941 2020 73,904 2021 67,541 2022 61,108 2023 58,671 Thereafter 410,147 |
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value | At March 31, 2019 and December 31, 2018, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands): March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,953 $ 4,129 $ 2,887 $ 4,037 Debt $ (1,856,060 ) $ (1,808,872 ) $ (1,814,795 ) $ (1,744,045 ) |
REAL ESTATE TRANSACTIONS (Table
REAL ESTATE TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, December 31, Facility Capacity Idled 2019 2018 Prairie Correctional Facility 1,600 2010 $ 15,086 $ 15,278 Huerfano County Correctional Center 752 2010 16,497 16,660 Diamondback Correctional Facility 2,160 2010 40,800 40,962 Southeast Kentucky Correctional Facility 656 2012 20,889 21,098 Marion Adjustment Center 826 2013 11,666 11,770 Kit Carson Correctional Center 1,488 2016 55,069 55,507 Eden Detention Center 1,422 2017 37,966 38,349 Torrance County Detention Facility 910 2017 34,968 35,355 9,814 $ 232,941 $ 234,979 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule Of Debt Outstanding | Debt outstanding as of March 31, 2019 and December 31, 2018 consists of the following (in thousands): March 31, December 31, 2019 2018 Revolving Credit Facility, principal due at maturity in April 2023; interest payable periodically at variable interest rates. The weighted average rate at both March 31, 2019 and December 31, 2018 was 4.0%. $ 214,000 $ 201,000 Term Loan, scheduled principal payments through maturity in April 2023; interest payable periodically at variable interest rates. The rate at both March 31, 2019 and December 31, 2018 was 4.0%. Unamortized debt issuance costs amounted to $0.1 March 31, 2019 and December 31, 2018. 196,250 197,500 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 $2.6 million and $2.7 million at March 31, 2019 and December 31, 2018, 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 $0.8 million and $1.0 million at March 31, 2019 and December 31, 2018, 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 $1.7 million and $1.8 million at March 31, 2019 and December 31, 2018, 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 $3.4 million and $3.5 million at March 31, 2019 and December 31, 2018, 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 both March 31, 2019 and December 31, 2018. 23,129 23,429 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 March 31, 2019 and December 31, 2018. 93,472 62,331 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 and $0.3 million at March 31, 2019 and December 31, 2018, respectively. 154,209 155,535 Total debt 1,856,060 1,814,795 Unamortized debt issuance costs (12,498 ) (13,119 ) Current portion of long-term debt (15,448 ) (14,121 ) Long-term debt, net $ 1,828,114 $ 1,787,555 |
Schedule of Principal Payments | Scheduled principal payments as of March 31, 2019 for the remainder of 2019, the next four years, and thereafter were as follows (in thousands): 2019 (remainder) $ 11,245 2020 343,849 2021 20,337 2022 274,231 2023 734,360 Thereafter 472,038 Total debt $ 1,856,060 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Declared Common Stock Dividends | During 2018 and the first quarter of 2019, CoreCivic's Board of Directors declared the following quarterly dividends on its common stock: Declaration Date Record Date Payable Date Per Share 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 December 13, 2018 January 2, 2019 January 15, 2019 $ 0.43 February 21, 2019 April 1, 2019 April 15, 2019 $ 0.44 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 2018 NUMERATOR Basic: Net income $ 49,340 $ 37,777 Diluted: Net income $ 49,340 $ 37,777 DENOMINATOR Basic: Weighted average common shares outstanding 118,836 118,359 Diluted: Weighted average common shares outstanding 118,836 118,359 Effect of dilutive securities: Stock options 36 101 Restricted stock-based awards 46 49 Weighted average shares and assumed conversions 118,918 118,509 BASIC EARNINGS PER SHARE $ 0.42 $ 0.32 DILUTED EARNINGS PER SHARE $ 0.41 $ 0.32 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 (in thousands): For the Three Months Ended March 31, 2019 2018 Revenue: Safety $ 434,318 $ 404,498 Community 30,566 24,800 Properties 19,112 11,615 Total segment revenue 483,996 440,913 Operating expenses: Safety 316,595 296,503 Community 23,496 19,367 Properties 5,652 3,114 Total segment operating expenses 345,743 318,984 Facility net operating income: Safety 117,723 107,995 Community 7,070 5,433 Properties 13,460 8,501 Total facility net operating income 138,253 121,929 Other revenue (expense): Other revenue 68 3 Other operating expense (89 ) (167 ) General and administrative (29,445 ) (24,971 ) Depreciation and amortization (35,523 ) (38,089 ) Operating income $ 73,264 $ 58,705 |
Summary of Capital Expenditures Including Accrued Amounts | The following table summarizes capital expenditures including accrued amounts for the three months ended March 31, 2019 and 2018 (in thousands): For the Three Months Ended March 31, 2019 2018 Capital expenditures: Safety $ 19,956 $ 11,470 Community 1,463 7,147 Properties 15,903 40,994 Corporate and other 3,472 6,641 Total capital expenditures $ 40,794 $ 66,252 |
Schedule of Total Assets | The total assets are as follows (in thousands): March 31, 2019 December 31, 2018 Assets: Safety $ 2,643,099 $ 2,621,880 Community 281,842 281,198 Properties 630,198 606,770 Corporate and other 115,241 145,812 Total Assets $ 3,670,380 $ 3,655,660 |
CONDENSED CONSOLIDATING FINAN_2
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) | CONDENSED CONSOLIDATING BALANCE SHEET As of March 31, 2019 (Unaudited and in thousands) ASSETS Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 220 $ 20,049 $ 230 $ — $ 20,499 Restricted cash — — 32,901 — 32,901 Accounts receivable, net of allowance 204,817 495,734 1,830 (428,814 ) 273,567 Prepaid expenses and other current assets 3,288 28,169 1,021 (4,114 ) 28,364 Total current assets 208,325 543,952 35,982 (432,928 ) 355,331 Real estate and related assets: Property and equipment, net 2,252,514 263,499 278,754 — 2,794,767 Other real estate assets 244,479 — — — 244,479 Goodwill 33,057 15,112 — — 48,169 Non-current deferred tax assets 1,153 12,654 1,751 (1,751 ) 13,807 Other assets 534,288 131,794 37,485 (489,740 ) 213,827 Total assets $ 3,273,816 $ 967,011 $ 353,972 $ (924,419 ) $ 3,670,380 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 271,625 $ 381,859 $ 110,026 $ (432,893 ) $ 330,617 Current portion of long-term debt 9,983 — 5,465 — 15,448 Total current liabilities 281,608 381,859 115,491 (432,893 ) 346,065 Long-term debt, net 1,590,001 114,483 238,630 (115,000 ) 1,828,114 Non-current deferred tax liabilities 1,751 — — (1,751 ) — Deferred revenue — 22,694 — — 22,694 Other liabilities 18,042 73,051 — — 91,093 Total liabilities 1,891,402 592,087 354,121 (549,644 ) 2,287,966 Total stockholders' equity 1,382,414 374,924 (149 ) (374,775 ) 1,382,414 Total liabilities and stockholders' equity $ 3,273,816 $ 967,011 $ 353,972 $ (924,419 ) $ 3,670,380 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2018 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 11,109 $ 40,348 $ 1,345 $ — $ 52,802 Restricted cash — — 21,335 — 21,335 Accounts receivable, net of allowance 254,766 445,105 1,809 (431,083 ) 270,597 Prepaid expenses and other current assets 4,412 26,939 1,951 (4,511 ) 28,791 Total current assets 270,287 512,392 26,440 (435,594 ) 373,525 Real estate and related assets: Property and equipment, net 2,255,361 310,989 264,239 — 2,830,589 Other real estate assets 247,223 — — — 247,223 Goodwill 33,057 15,112 — — 48,169 Non-current deferred tax assets 727 14,220 1,165 (1,165 ) 14,947 Other assets 507,161 61,104 38,112 (465,170 ) 141,207 Total assets $ 3,313,816 $ 913,817 $ 329,956 $ (901,929 ) $ 3,655,660 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 294,474 $ 377,699 $ 115,661 $ (435,559 ) $ 352,275 Current portion of long-term debt 8,720 — 5,401 — 14,121 Total current liabilities 303,194 377,699 121,062 (435,559 ) 366,396 Long-term debt, net 1,579,273 114,428 208,854 (115,000 ) 1,787,555 Non-current deferred tax liabilities 1,165 — — (1,165 ) — Deferred revenue — 26,102 — — 26,102 Other liabilities 15,125 45,423 — — 60,548 Total liabilities 1,898,757 563,652 329,916 (551,724 ) 2,240,601 Total stockholders' equity 1,415,059 350,165 40 (350,205 ) 1,415,059 Total liabilities and stockholders' equity $ 3,313,816 $ 913,817 $ 329,956 $ (901,929 ) $ 3,655,660 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended March 31, 2019 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 335,212 $ 392,077 $ 5,723 $ (248,948 ) $ 484,064 EXPENSES: Operating 257,493 334,995 2,292 (248,948 ) 345,832 General and administrative 10,028 19,417 — — 29,445 Depreciation and amortization 23,284 10,315 1,924 — 35,523 290,805 364,727 4,216 (248,948 ) 410,800 OPERATING INCOME 44,407 27,350 1,507 — 73,264 OTHER (INCOME) EXPENSE: Interest expense, net 18,286 1,453 1,697 — 21,436 Other (income) expense (68 ) 40 32 — 4 18,218 1,493 1,729 — 21,440 INCOME BEFORE INCOME TAXES 26,189 25,857 (222 ) — 51,824 Income tax expense (529 ) (1,955 ) — — (2,484 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 25,660 23,902 (222 ) — 49,340 Income from equity in subsidiaries 23,680 — — (23,680 ) — NET INCOME $ 49,340 $ 23,902 $ (222 ) $ (23,680 ) $ 49,340 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended March 31, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 307,529 $ 366,685 $ (233,298 ) $ 440,916 EXPENSES: Operating 242,185 310,264 (233,298 ) 319,151 General and administrative 8,235 16,736 — 24,971 Depreciation and amortization 22,533 15,556 — 38,089 272,953 342,556 (233,298 ) 382,211 OPERATING INCOME 34,576 24,129 — 58,705 OTHER (INCOME) EXPENSE: Interest expense, net 16,177 2,859 — 19,036 Other (income) expense (118 ) 58 17 (43 ) 16,059 2,917 17 18,993 INCOME BEFORE INCOME TAXES 18,517 21,212 (17 ) 39,712 Income tax expense (423 ) (1,512 ) — (1,935 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 18,094 19,700 (17 ) 37,777 Income from equity in subsidiaries 19,683 — (19,683 ) — NET INCOME $ 37,777 $ 19,700 $ (19,700 ) $ 37,777 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2019 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 54,278 $ 20,642 $ 2,903 $ — $ 77,823 Net cash provided by (used in) investing activities 16,075 (71,605 ) (22,280 ) (190 ) (78,000 ) Net cash provided by (used in) financing activities (81,242 ) 30,664 29,828 190 (20,560 ) Net increase (decrease) in cash, cash equivalents and restricted cash (10,889 ) (20,299 ) 10,451 — (20,737 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 11,109 40,348 22,680 — 74,137 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 220 $ 20,049 $ 33,131 $ — $ 53,400 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 120,543 $ (12,064 ) $ — $ 108,479 Net cash provided by (used in) investing activities (80,955 ) 11,105 — (69,850 ) Net cash used in financing activities (29,913 ) (4,499 ) — (34,412 ) Net increase (decrease) in cash, cash equivalents and restricted cash 9,675 (5,458 ) — 4,217 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 25,745 26,438 — 52,183 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 35,420 $ 20,980 $ — $ 56,400 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) ft² in Millions | 3 Months Ended |
Mar. 31, 2019ft²PropertySegmentFacilityBed | |
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 | 27 |
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) | 3 Months Ended | |||
Mar. 31, 2019USD ($)Property | Mar. 31, 2018USD ($) | Jan. 01, 2019USD ($) | Jan. 24, 2018 | |
CoreCivic Properties | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Number of properties leased to third parties and used by government agencies | Property | 27 | |||
Kansas Department Of Corrections | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Lease term | 20 years | |||
Accounting Standards Update 2016-02 | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
ROU asset | $ 82,900,000 | |||
Lease liability | $ 76,350,000 | 82,900,000 | ||
Net charge to accumulated deficit | $ 29,900,000 | |||
Weighted average discount rate associated with the operating leases | 5.30% | |||
Weighted-average lease term of operating leases | 2 years 9 months 18 days | |||
Operating lease expense inclusive of short-term and variable leases | $ 8,400,000 | $ 7,700,000 | ||
Future minimum lease payments | $ 82,261,000 | |||
Accounting Standards Update 2016-02 | CoreCivic Properties | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Operating leases latest expiration year | 2034 | |||
Number of properties leased to third parties and used by government agencies | Property | 27 | |||
Accounting Standards Update 2016-02 | Kansas Department Of Corrections | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Lease term | 20 years | |||
Accounting Standards Update 2016-02 | ICE | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Agreement notice period for termination | 60 days | |||
Accounting Standards Update 2016-02 | Third Party Lessor | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Lease agreement, Existence of option to extend | true | |||
Lease agreement, Option to extend the term of agreement | CoreCivic's lease agreement with the lessor is over a base period concurrent with an inter-governmental service agreement ("IGSA") with U.S. Immigration and Customs Enforcement ("ICE") which was amended in October 2016 to extend the term of the agreement through September 2021. | |||
Period to reach an agreement for continued use of facility from termination date | 90 days | |||
Lease termination penalty | $ 7,000,000 | |||
Non lease component for food services, rate of consideration paid | 44.00% | |||
Accounting Standards Update 2016-02 | Third Party Lessor | Declining to zero by October 2020 | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Lease termination penalty | $ 0 | |||
Accounting Standards Update 2016-02 | Third Party Lessor | Multiple Properties | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Operating leases latest expiration year | 2023 | |||
Accounting Standards Update 2016-02 | South Texas Family Residential Center | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Future minimum lease payments | $ 71,300,000 | |||
Accounting Standards Update 2016-02 | Other Assets | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
ROU asset | 76,200,000 | |||
Accounting Standards Update 2016-02 | Accounts Payable and Accrued Expenses | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Current portion of lease liability | 28,100,000 | |||
Accounting Standards Update 2016-02 | Other Liabilities | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Long-term portion of liability | $ 48,300,000 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Detail) - Accounting Standards Update 2016-02 - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
2019 (remainder) | $ 23,499 | |
2020 | 31,278 | |
2021 | 22,836 | |
2022 | 1,413 | |
2023 | 878 | |
Thereafter | 2,357 | |
Total future minimum lease payments | 82,261 | |
Less amount representing interest | (5,911) | |
Lease liability | $ 76,350 | $ 82,900 |
Schedule of Future Undiscounted
Schedule of Future Undiscounted Cash Flows to be Received from Third-Party Lessees for Company's Operating Leases (Detail) - Accounting Standards Update 2016-02 $ in Thousands | Mar. 31, 2019USD ($) |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |
2019 (remainder) | $ 55,941 |
2020 | 73,904 |
2021 | 67,541 |
2022 | 61,108 |
2023 | 58,671 |
Thereafter | $ 410,147 |
Schedule of Financial Instrumen
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Note receivable from Agecroft Prison Management, LTD, Carrying Amount | $ 2,953 | $ 2,887 |
Debt, Carrying Amount | (1,856,060) | (1,814,795) |
Note receivable from Agecroft Prison Management, LTD, Fair Value | 4,129 | 4,037 |
Debt, Fair Value | $ (1,808,872) | $ (1,744,045) |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Establishment of goodwill | This goodwill was established in connection with multiple business combination transactions. | |
Goodwill | $ 48,169 | $ 48,169 |
CoreCivic Safety | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Goodwill | 7,900 | 7,900 |
CoreCivic Community | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Goodwill | $ 40,300 | $ 40,300 |
Real Estate Transactions - Addi
Real Estate Transactions - Additional Information (Detail) $ in Thousands | May 06, 2019USD ($)ft² | Feb. 20, 2019USD ($) | Mar. 31, 2019USD ($)FacilityBed | Mar. 31, 2018USD ($) | Jan. 24, 2018Bed |
Facility Activations Developments And Closures [Line Items] | |||||
Operating Expense | $ 345,832 | $ 319,151 | |||
Idle Facilities | |||||
Facility Activations Developments And Closures [Line Items] | |||||
Number of facility | Facility | 8 | ||||
Operating Expense | $ 3,100 | $ 3,500 | |||
Idled Non-Core Facilities | |||||
Facility Activations Developments And Closures [Line Items] | |||||
Number of beds at the facility | Bed | 440 | ||||
Number of facility | Facility | 2 | ||||
Net Carrying Value | $ 3,700 | ||||
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 commencement description | Construction of the new facility commenced in the first quarter of 2018 and is expected to be completed during the first quarter of 2020. | ||||
Construction project capitalized amount | $ 74,400 | ||||
Subsequent Event | Detroit, Michigan | |||||
Facility Activations Developments And Closures [Line Items] | |||||
Purchase price of real estate | $ 7,200 | ||||
Area of Building Acquired | ft² | 36,520 | ||||
Percentage of building leased | 100.00% | ||||
Operating lease renewal term | 6 years | ||||
South Raleigh Reentry Center | Raleigh, North Carolina [Member] | |||||
Facility Activations Developments And Closures [Line Items] | |||||
Purchase price of real estate | $ 900 | ||||
Purchase price, net tangible assets | $ 900 |
Idled Facilities and Respective
Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)Bed | Dec. 31, 2018USD ($) | |
Prairie Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,600 | |
Date Idled | 2010 | |
Net Carrying Value | $ | $ 15,086 | $ 15,278 |
Huerfano County Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 752 | |
Date Idled | 2010 | |
Net Carrying Value | $ | $ 16,497 | 16,660 |
Diamondback Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 2,160 | |
Date Idled | 2010 | |
Net Carrying Value | $ | $ 40,800 | 40,962 |
Southeast Kentucky Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 656 | |
Date Idled | 2012 | |
Net Carrying Value | $ | $ 20,889 | 21,098 |
Marion Adjustment Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 826 | |
Date Idled | 2013 | |
Net Carrying Value | $ | $ 11,666 | 11,770 |
Kit Carson Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,488 | |
Date Idled | 2016 | |
Net Carrying Value | $ | $ 55,069 | 55,507 |
Eden Detention Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,422 | |
Date Idled | 2017 | |
Net Carrying Value | $ | $ 37,966 | 38,349 |
Torrance County Detention Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 910 | |
Date Idled | 2017 | |
Net Carrying Value | $ | $ 34,968 | 35,355 |
Idle Facilities | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 9,814 | |
Net Carrying Value | $ | $ 232,941 | $ 234,979 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,856,060 | $ 1,814,795 |
Unamortized debt issuance costs | (12,498) | (13,119) |
Current portion of long-term debt | (15,448) | (14,121) |
Long-term debt, net | 1,828,114 | 1,787,555 |
Term Loan Due in April 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | 196,250 | 197,500 |
Unamortized debt issuance costs | (100) | (100) |
Senior Notes 4.625% Due 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | 350,000 | 350,000 |
Unamortized debt issuance costs | (2,600) | (2,700) |
Senior Notes 4.125% Due 2020 | ||
Debt Instrument [Line Items] | ||
Total debt | 325,000 | 325,000 |
Unamortized debt issuance costs | (800) | (1,000) |
Senior Notes 5.0% Due 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 250,000 | 250,000 |
Unamortized debt issuance costs | (1,700) | (1,800) |
Senior Notes 4.75% Due 2027 | ||
Debt Instrument [Line Items] | ||
Total debt | 250,000 | 250,000 |
Unamortized debt issuance costs | (3,400) | (3,500) |
Non-Recourse Mortgage Note 4.5% Due 2033 | ||
Debt Instrument [Line Items] | ||
Total debt | 23,129 | 23,429 |
Unamortized debt issuance costs | (300) | (300) |
Non-Recourse Mortgage Note 4.43% Due 2040 | ||
Debt Instrument [Line Items] | ||
Total debt | 93,472 | 62,331 |
Unamortized debt issuance costs | (3,400) | (3,400) |
Non-Recourse Mortgage Note 4.5% Due 2034 | ||
Debt Instrument [Line Items] | ||
Total debt | 154,209 | 155,535 |
Unamortized debt issuance costs | (200) | (300) |
Revolving Credit Facility | Revolving Credit Facility Due in April 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 214,000 | $ 201,000 |
Schedule of Debt Outstanding (P
Schedule of Debt Outstanding (Parenthetical) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Oct. 31, 2017 | Sep. 30, 2015 | Apr. 30, 2013 | Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs | $ 12,498 | $ 13,119 | |||
Term Loan Due in April 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt interest rate | 4.00% | 4.00% | |||
Debt maturity date | Apr. 30, 2023 | ||||
Interest payable dates | interest payable periodically at variable interest rates | ||||
Unamortized debt issuance costs | $ 100 | $ 100 | |||
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 | $ 2,600 | 2,700 | |||
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 | $ 800 | 1,000 | |||
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 | $ 1,700 | 1,800 | |||
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 | $ 3,400 | 3,500 | |||
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 | 300 | |||
Non-Recourse Mortgage Note 4.43% Due 2040 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 4.43% | ||||
Debt maturity date | Jan. 31, 2040 | ||||
Unamortized debt issuance costs | $ 3,400 | 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 | $ 300 | |||
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 | 4.00% | 4.00% | |||
Interest payable dates | interest payable periodically at variable interest rates |
Debt - Additional Information (
Debt - Additional Information (Detail) | Aug. 23, 2018USD ($)ft² | Apr. 20, 2018USD ($) | Apr. 17, 2018USD ($) | Jan. 19, 2018USD ($)ft² | Oct. 31, 2017USD ($) | Sep. 30, 2015USD ($) | Apr. 30, 2013USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||
Borrowings outstanding under credit facility | $ 214,000,000 | ||||||||
Total debt | 1,856,060,000 | $ 1,814,795,000 | |||||||
Debt Instrument outstanding balance | 1,856,060,000 | 1,814,795,000 | |||||||
Capital Commerce Center | |||||||||
Debt Instrument [Line Items] | |||||||||
Area of Building Acquired | ft² | 261,000 | ||||||||
Purchase price of real estate | $ 44,700,000 | ||||||||
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 | ||||||||
Capitalized loan costs | $ 400,000 | ||||||||
Debt Instrument outstanding balance | 23,100,000 | ||||||||
Non-Recourse Senior Secured Notes | Private Placement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt maturity date | Jan. 31, 2040 | ||||||||
Aggregate principal amount | $ 159,500,000 | ||||||||
Stated interest rate | 4.43% | ||||||||
Mortgage note maturity term | 20 years | ||||||||
Debt Instrument outstanding balance | 93,500,000 | ||||||||
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. 28, 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 | 154,200,000 | ||||||||
Notes issuance costs | 200,000 | ||||||||
Business acquisition assumed in-place financing | 157,300,000 | ||||||||
Balloon payment | $ 40,000,000 | ||||||||
Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | ||||||||
Debt maturity period | Apr. 30, 2023 | ||||||||
Line of credit facility, aggregate principal amount of additional borrowing | $ 350,000,000 | ||||||||
Credit Agreement | Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 200,000,000 | ||||||||
Term Loan Due in April 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | $ 196,300,000 | ||||||||
Debt maturity date | Apr. 30, 2023 | ||||||||
Debt Instrument outstanding balance | $ 196,250,000 | 197,500,000 | |||||||
Senior Notes 4.125% Due 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt maturity date | Apr. 1, 2020 | Apr. 1, 2020 | |||||||
Aggregate principal amount | $ 325,000,000 | ||||||||
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] | |||||||||
Debt maturity date | May 1, 2023 | May 1, 2023 | |||||||
Aggregate principal amount | $ 350,000,000 | ||||||||
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] | |||||||||
Debt maturity date | Oct. 15, 2022 | Oct. 15, 2022 | |||||||
Aggregate principal amount | $ 250,000,000 | ||||||||
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] | |||||||||
Debt maturity date | Oct. 15, 2027 | Oct. 15, 2027 | |||||||
Aggregate principal amount | $ 250,000,000 | ||||||||
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 | $ 562,300,000 | ||||||||
Sublimit for issuance of standby letters of credit | $ 50,000,000 | ||||||||
Revolving Credit Facility letters of credit outstanding | $ 23,700,000 | ||||||||
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 | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 800,000,000 |
Schedule of Principal Payments
Schedule of Principal Payments (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
2019 (remainder) | $ 11,245 | |
2020 | 343,849 | |
2021 | 20,337 | |
2022 | 274,231 | |
2023 | 734,360 | |
Thereafter | 472,038 | |
Total debt | $ 1,856,060 | $ 1,814,795 |
Declared Common Stock Dividends
Declared Common Stock Dividends (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Dividends Payable [Line Items] | ||
Per Share | $ 0.44 | $ 0.43 |
Dividend Payment 1st | ||
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 2nd | ||
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 3rd | ||
Dividends Payable [Line Items] | ||
Declaration Date | Aug. 16, 2018 | |
Record Date | Oct. 1, 2018 | |
Payable Date | Oct. 15, 2018 | |
Per Share | $ 0.43 | |
Dividend Payment 4th | ||
Dividends Payable [Line Items] | ||
Declaration Date | Dec. 13, 2018 | |
Record Date | Jan. 2, 2019 | |
Payable Date | Jan. 15, 2019 | |
Per Share | $ 0.43 | |
Dividend Payment 5th | ||
Dividends Payable [Line Items] | ||
Declaration Date | Feb. 21, 2019 | |
Record Date | Apr. 1, 2019 | |
Payable Date | Apr. 15, 2019 | |
Per Share | $ 0.44 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Common stock options outstanding | 700,000 | ||
Weighted average exercise price per share of common stock outstanding | $ 20.49 | ||
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 | $ 19.1 | $ 20.5 | |
Vesting description | The RSUs awarded to officers and executive officers in 2019 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest evenly generally on the first, second, and third anniversary of the award. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2019, 2020, and 2021, and which can be increased by up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased by up to an additional 120% or decreased by 80% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2020 and 2021 has not yet been established, the values of the second and third RSU increments for financial reporting purposes will not be determined until such criteria are established. | ||
Increase in vesting percentage based on performance relative to annual performance criteria | 150.00% | ||
Decrease in vesting percentage based on performance relative to annual performance criteria | 0.00% | ||
Increase in vesting percentage based on shareholder return relative to peer group | 120.00% | ||
Decrease in vesting percentage based on shareholder return relative to peer group | 80.00% | ||
Allocated share-based compensation expense | $ 3.8 | $ 3.5 | |
Restricted common stock units remained outstanding and subject to vesting | 1,600,000 | ||
Restricted stock based awards | General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated share-based compensation expense | $ 3.3 | 3 | |
Restricted stock based awards | Operating | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated share-based compensation expense | $ 0.5 | $ 0.5 | |
Restricted stock based awards | Employees And Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Restricted common stock units issued by CoreCivic | 892,000 | 945,000 | |
Restricted stock based awards | Employees And Non Employee Directors | General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Restricted common stock units issued by CoreCivic | 808,000 | 850,000 | |
Restricted stock based awards | Employee | Operating | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Restricted common stock units issued by CoreCivic | 84,000 | 95,000 | |
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 | Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Vesting period | 1 year | ||
Restricted stock based awards | Other Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Vesting period, continuous service requirement | 3 years |
Schedule of Calculation of Nume
Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income, Basic | $ 49,340 | $ 37,777 |
Net income, Diluted | $ 49,340 | $ 37,777 |
Weighted average common shares outstanding, Basic | 118,836 | 118,359 |
Weighted average common shares outstanding, Basic | 118,836 | 118,359 |
Weighted average shares and assumed conversions | 118,918 | 118,509 |
BASIC EARNINGS PER SHARE | $ 0.42 | $ 0.32 |
DILUTED EARNINGS PER SHARE | $ 0.41 | $ 0.32 |
Stock options | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities | 36 | 101 |
Restricted stock based awards | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities | 46 | 49 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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 | 0.5 | 0.5 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019LegalMatter | |
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 | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Income Taxes [Line Items] | |||
Minimum Distribution Percentage of Taxable Income to Qualify for Real Estate Investment Trust | 90.00% | ||
Income tax expense | $ 2,484,000 | $ 1,935,000 | |
Liabilities for uncertain tax positions | $ 0 | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019PropertySegmentFacility | |
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 | 27 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 484,064 | $ 440,916 |
Operating expenses | 345,832 | 319,151 |
Operating income | 73,264 | 58,705 |
General and administrative | (29,445) | (24,971) |
Depreciation and amortization | (35,523) | (38,089) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 483,996 | 440,913 |
Operating expenses | 345,743 | 318,984 |
Operating income | 138,253 | 121,929 |
Operating Segments | Safety | ||
Segment Reporting Information [Line Items] | ||
Revenue | 434,318 | 404,498 |
Operating expenses | 316,595 | 296,503 |
Operating income | 117,723 | 107,995 |
Operating Segments | Community | ||
Segment Reporting Information [Line Items] | ||
Revenue | 30,566 | 24,800 |
Operating expenses | 23,496 | 19,367 |
Operating income | 7,070 | 5,433 |
Operating Segments | CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Revenue | 19,112 | 11,615 |
Operating expenses | 5,652 | 3,114 |
Operating income | 13,460 | 8,501 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Other operating expense | (89) | (167) |
General and administrative | (29,445) | (24,971) |
Depreciation and amortization | (35,523) | (38,089) |
Segment Reconciling Items | Other Revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 68 | $ 3 |
Summary of Capital Expenditures
Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 40,794 | $ 66,252 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 19,956 | 11,470 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 1,463 | 7,147 |
CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 15,903 | 40,994 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 3,472 | $ 6,641 |
Schedule of Total Assets (Detai
Schedule of Total Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,670,380 | $ 3,655,660 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,643,099 | 2,621,880 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total assets | 281,842 | 281,198 |
CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Total assets | 630,198 | 606,770 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 115,241 | $ 145,812 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheet (Unaudited) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||||
Cash and cash equivalents | $ 20,499 | $ 52,802 | ||
Restricted cash | 32,901 | 21,335 | ||
Accounts receivable, net of allowance | 273,567 | 270,597 | ||
Prepaid expenses and other current assets | 28,364 | 28,791 | ||
Total current assets | 355,331 | 373,525 | ||
Real estate and related assets: | ||||
Property and equipment, net | 2,794,767 | 2,830,589 | ||
Other real estate assets | 244,479 | 247,223 | ||
Goodwill | 48,169 | 48,169 | ||
Non-current deferred tax assets | 13,807 | 14,947 | ||
Other assets | 213,827 | 141,207 | ||
Total assets | 3,670,380 | 3,655,660 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 330,617 | 352,275 | ||
Current portion of long-term debt | 15,448 | 14,121 | ||
Total current liabilities | 346,065 | 366,396 | ||
Long-term debt, net | 1,828,114 | 1,787,555 | ||
Deferred revenue | 22,694 | 26,102 | ||
Other liabilities | 91,093 | 60,548 | ||
Total liabilities | 2,287,966 | 2,240,601 | ||
Total stockholders' equity | 1,382,414 | 1,415,059 | $ 1,434,210 | $ 1,451,608 |
Total liabilities and stockholders' equity | 3,670,380 | 3,655,660 | ||
Reportable Legal Entities | Parent | ||||
ASSETS | ||||
Cash and cash equivalents | 220 | 11,109 | ||
Accounts receivable, net of allowance | 204,817 | 254,766 | ||
Prepaid expenses and other current assets | 3,288 | 4,412 | ||
Total current assets | 208,325 | 270,287 | ||
Real estate and related assets: | ||||
Property and equipment, net | 2,252,514 | 2,255,361 | ||
Other real estate assets | 244,479 | 247,223 | ||
Goodwill | 33,057 | 33,057 | ||
Non-current deferred tax assets | 1,153 | 727 | ||
Other assets | 534,288 | 507,161 | ||
Total assets | 3,273,816 | 3,313,816 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 271,625 | 294,474 | ||
Current portion of long-term debt | 9,983 | 8,720 | ||
Total current liabilities | 281,608 | 303,194 | ||
Long-term debt, net | 1,590,001 | 1,579,273 | ||
Non-current deferred tax liabilities | 1,751 | 1,165 | ||
Other liabilities | 18,042 | 15,125 | ||
Total liabilities | 1,891,402 | 1,898,757 | ||
Total stockholders' equity | 1,382,414 | 1,415,059 | ||
Total liabilities and stockholders' equity | 3,273,816 | 3,313,816 | ||
Reportable Legal Entities | Combined Subsidiary Guarantors | ||||
ASSETS | ||||
Cash and cash equivalents | 20,049 | 40,348 | ||
Accounts receivable, net of allowance | 495,734 | 445,105 | ||
Prepaid expenses and other current assets | 28,169 | 26,939 | ||
Total current assets | 543,952 | 512,392 | ||
Real estate and related assets: | ||||
Property and equipment, net | 263,499 | 310,989 | ||
Goodwill | 15,112 | 15,112 | ||
Non-current deferred tax assets | 12,654 | 14,220 | ||
Other assets | 131,794 | 61,104 | ||
Total assets | 967,011 | 913,817 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 381,859 | 377,699 | ||
Total current liabilities | 381,859 | 377,699 | ||
Long-term debt, net | 114,483 | 114,428 | ||
Deferred revenue | 22,694 | 26,102 | ||
Other liabilities | 73,051 | 45,423 | ||
Total liabilities | 592,087 | 563,652 | ||
Total stockholders' equity | 374,924 | 350,165 | ||
Total liabilities and stockholders' equity | 967,011 | 913,817 | ||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 230 | 1,345 | ||
Restricted cash | 32,901 | 21,335 | ||
Accounts receivable, net of allowance | 1,830 | 1,809 | ||
Prepaid expenses and other current assets | 1,021 | 1,951 | ||
Total current assets | 35,982 | 26,440 | ||
Real estate and related assets: | ||||
Property and equipment, net | 278,754 | 264,239 | ||
Non-current deferred tax assets | 1,751 | 1,165 | ||
Other assets | 37,485 | 38,112 | ||
Total assets | 353,972 | 329,956 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 110,026 | 115,661 | ||
Current portion of long-term debt | 5,465 | 5,401 | ||
Total current liabilities | 115,491 | 121,062 | ||
Long-term debt, net | 238,630 | 208,854 | ||
Total liabilities | 354,121 | 329,916 | ||
Total stockholders' equity | (149) | 40 | ||
Total liabilities and stockholders' equity | 353,972 | 329,956 | ||
Consolidating Adjustments and Other | ||||
ASSETS | ||||
Accounts receivable, net of allowance | (428,814) | (431,083) | ||
Prepaid expenses and other current assets | (4,114) | (4,511) | ||
Total current assets | (432,928) | (435,594) | ||
Real estate and related assets: | ||||
Non-current deferred tax assets | (1,751) | (1,165) | ||
Other assets | (489,740) | (465,170) | ||
Total assets | (924,419) | (901,929) | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | (432,893) | (435,559) | ||
Total current liabilities | (432,893) | (435,559) | ||
Long-term debt, net | (115,000) | (115,000) | ||
Non-current deferred tax liabilities | (1,751) | (1,165) | ||
Total liabilities | (549,644) | (551,724) | ||
Total stockholders' equity | (374,775) | (350,205) | ||
Total liabilities and stockholders' equity | $ (924,419) | $ (901,929) |
Condensed Consolidating Stateme
Condensed Consolidating Statement of Operations (Unaudited) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
REVENUES | $ 484,064 | $ 440,916 |
EXPENSES: | ||
Operating | 345,832 | 319,151 |
General and administrative | 29,445 | 24,971 |
Depreciation and amortization | 35,523 | 38,089 |
Costs and Expenses, Total | 410,800 | 382,211 |
OPERATING INCOME | 73,264 | 58,705 |
OTHER (INCOME) EXPENSE: | ||
Interest expense, net | 21,436 | 19,036 |
Other (income) expense | 4 | (43) |
Total non-operating expense (income) | 21,440 | 18,993 |
INCOME BEFORE INCOME TAXES | 51,824 | 39,712 |
Income tax expense | (2,484) | (1,935) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 49,340 | 37,777 |
NET INCOME | 49,340 | 37,777 |
Reportable Legal Entities | Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
REVENUES | 335,212 | 307,529 |
EXPENSES: | ||
Operating | 257,493 | 242,185 |
General and administrative | 10,028 | 8,235 |
Depreciation and amortization | 23,284 | 22,533 |
Costs and Expenses, Total | 290,805 | 272,953 |
OPERATING INCOME | 44,407 | 34,576 |
OTHER (INCOME) EXPENSE: | ||
Interest expense, net | 18,286 | 16,177 |
Other (income) expense | (68) | (118) |
Total non-operating expense (income) | 18,218 | 16,059 |
INCOME BEFORE INCOME TAXES | 26,189 | 18,517 |
Income tax expense | (529) | (423) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 25,660 | 18,094 |
Income from equity in subsidiaries | 23,680 | 19,683 |
NET INCOME | 49,340 | 37,777 |
Reportable Legal Entities | Combined Subsidiary Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
REVENUES | 392,077 | 366,685 |
EXPENSES: | ||
Operating | 334,995 | 310,264 |
General and administrative | 19,417 | 16,736 |
Depreciation and amortization | 10,315 | 15,556 |
Costs and Expenses, Total | 364,727 | 342,556 |
OPERATING INCOME | 27,350 | 24,129 |
OTHER (INCOME) EXPENSE: | ||
Interest expense, net | 1,453 | 2,859 |
Other (income) expense | 40 | 58 |
Total non-operating expense (income) | 1,493 | 2,917 |
INCOME BEFORE INCOME TAXES | 25,857 | 21,212 |
Income tax expense | (1,955) | (1,512) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 23,902 | 19,700 |
NET INCOME | 23,902 | 19,700 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
REVENUES | 5,723 | |
EXPENSES: | ||
Operating | 2,292 | |
Depreciation and amortization | 1,924 | |
Costs and Expenses, Total | 4,216 | |
OPERATING INCOME | 1,507 | |
OTHER (INCOME) EXPENSE: | ||
Interest expense, net | 1,697 | |
Other (income) expense | 32 | |
Total non-operating expense (income) | 1,729 | |
INCOME BEFORE INCOME TAXES | (222) | |
INCOME BEFORE EQUITY IN SUBSIDIARIES | (222) | |
NET INCOME | (222) | |
Consolidating Adjustments and Other | ||
Condensed Financial Statements, Captions [Line Items] | ||
REVENUES | (248,948) | (233,298) |
EXPENSES: | ||
Operating | (248,948) | (233,298) |
Costs and Expenses, Total | (248,948) | (233,298) |
OTHER (INCOME) EXPENSE: | ||
Other (income) expense | 17 | |
Total non-operating expense (income) | 17 | |
INCOME BEFORE INCOME TAXES | (17) | |
INCOME BEFORE EQUITY IN SUBSIDIARIES | (17) | |
Income from equity in subsidiaries | (23,680) | (19,683) |
NET INCOME | $ (23,680) | $ (19,700) |
Condensed Consolidating State_2
Condensed Consolidating Statement of Cash Flows (Unaudited) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 77,823 | $ 108,479 |
Net cash provided by (used in) investing activities | (78,000) | (69,850) |
Net cash provided by (used in) financing activities | (20,560) | (34,412) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (20,737) | 4,217 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 74,137 | 52,183 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 53,400 | 56,400 |
Reportable Legal Entities | Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 54,278 | 120,543 |
Net cash provided by (used in) investing activities | 16,075 | (80,955) |
Net cash provided by (used in) financing activities | (81,242) | (29,913) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (10,889) | 9,675 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 11,109 | 25,745 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 220 | 35,420 |
Reportable Legal Entities | Combined Subsidiary Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 20,642 | (12,064) |
Net cash provided by (used in) investing activities | (71,605) | 11,105 |
Net cash provided by (used in) financing activities | 30,664 | (4,499) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (20,299) | (5,458) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 40,348 | 26,438 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 20,049 | $ 20,980 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 2,903 | |
Net cash provided by (used in) investing activities | (22,280) | |
Net cash provided by (used in) financing activities | 29,828 | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 10,451 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 22,680 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 33,131 | |
Consolidating Adjustments and Other | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) investing activities | (190) | |
Net cash provided by (used in) financing activities | $ 190 |