Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
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 | 119,628,544 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-16109 | |
Entity Tax Identification Number | 62-1763875 | |
Entity Address, Address Line One | 5501 VIRGINIA WAY | |
Entity Address, City or Town | BRENTWOOD | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37027 | |
City Area Code | 615 | |
Local Phone Number | 263-3000 | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | MD | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 335,491 | $ 92,120 |
Restricted cash | 16,850 | 26,973 |
Accounts receivable, net of credit loss reserve of $4,839 and $3,217, respectively | 272,598 | 280,785 |
Prepaid expenses and other current assets | 34,962 | 35,507 |
Total current assets | 659,901 | 435,385 |
Real estate and related assets: | ||
Property and equipment, net of accumulated depreciation of $1,540,249 and $1,510,117, respectively | 2,758,682 | 2,700,107 |
Other real estate assets | 235,691 | 238,637 |
Goodwill | 50,537 | 50,537 |
Non-current deferred tax assets | 13,663 | 16,058 |
Other assets | 360,325 | 350,907 |
Total assets | 4,078,799 | 3,791,631 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 318,365 | 337,462 |
Current portion of long-term debt, net | 34,891 | 31,349 |
Total current liabilities | 353,256 | 368,811 |
Long-term debt, net | 2,236,427 | 1,928,023 |
Deferred revenue | 9,061 | 12,469 |
Other liabilities | 101,379 | 105,579 |
Total liabilities | 2,700,123 | 2,414,882 |
Commitments and contingencies | ||
Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 0 | 0 |
Common stock – $0.01 par value; 300,000 shares authorized; 119,629 and 119,096 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 1,196 | 1,191 |
Additional paid-in capital | 1,822,855 | 1,821,810 |
Accumulated deficit | (468,646) | (446,252) |
Total stockholders' equity | 1,355,405 | 1,376,749 |
Non-controlling interest – operating partnership | 23,271 | |
Total equity | 1,378,676 | 1,376,749 |
Total liabilities and equity | $ 4,078,799 | $ 3,791,631 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, credit loss reserve | $ 4,839 | $ 3,217 |
Accumulated depreciation | $ 1,540,249 | $ 1,510,117 |
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 | 119,629,000 | 119,096,000 |
Common stock, shares outstanding | 119,629,000 | 119,096,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUES | $ 491,101 | $ 484,064 |
EXPENSES: | ||
Operating | 362,315 | 345,832 |
General and administrative | 31,279 | 29,445 |
Depreciation and amortization | 37,952 | 35,523 |
Asset impairments | 536 | |
Costs and Expenses, Total | 432,082 | 410,800 |
OPERATING INCOME | 59,019 | 73,264 |
OTHER (INCOME) EXPENSE: | ||
Interest expense, net | 22,538 | 21,436 |
Other (income) expense | (533) | 4 |
Total non-operating expense (income) | 22,005 | 21,440 |
INCOME BEFORE INCOME TAXES | 37,014 | 51,824 |
Income tax expense | (3,776) | (2,484) |
NET INCOME | 33,238 | 49,340 |
Net income attributable to non-controlling interest | (1,181) | |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 32,057 | $ 49,340 |
BASIC EARNINGS PER SHARE | $ 0.27 | $ 0.42 |
DILUTED EARNINGS PER SHARE | $ 0.27 | $ 0.41 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 33,238 | $ 49,340 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 37,952 | 35,523 |
Asset impairments | 536 | |
Amortization of debt issuance costs and other non-cash interest | 1,356 | 857 |
Deferred income taxes | 2,395 | 1,140 |
Non-cash revenue and other income | (2,705) | (2,937) |
Non-cash equity compensation | 4,610 | 3,812 |
Other expenses and non-cash items | 3,810 | 3,423 |
Changes in assets and liabilities, net: | ||
Accounts receivable, prepaid expenses and other assets | 7,648 | (2,564) |
Accounts payable, accrued expenses and other liabilities | (14,780) | (11,921) |
Income taxes payable | 1,317 | 1,150 |
Net cash provided by operating activities | 75,377 | 77,823 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for facility development and expansions | (22,233) | (36,037) |
Expenditures for other capital improvements | (8,618) | (9,972) |
Acquisitions, net of cash acquired | (8,849) | (30,931) |
Proceeds from sale of assets | 42 | 331 |
Increase in other assets | (2,411) | (1,391) |
Net cash used in investing activities | (42,069) | (78,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt and borrowings from credit facility | 374,000 | 197,141 |
Scheduled principal repayments | (7,553) | (2,876) |
Principal repayments of credit facility | (108,000) | (153,000) |
Payment of debt issuance and other refinancing and related costs | (285) | (85) |
Payment of lease obligations for financing leases | (135) | (134) |
Contingent consideration for acquisition of businesses | (6,378) | |
Dividends paid | (54,527) | (52,365) |
Purchase and retirement of common stock | (3,560) | (3,070) |
Proceeds from exercise of stock options | 207 | |
Net cash provided by (used in) financing activities | 199,940 | (20,560) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 233,248 | (20,737) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 119,093 | 74,137 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 352,341 | 53,400 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Debt assumed on acquisition of property portfolio | 52,217 | |
Establishment of right of use assets and lease liabilities | 62 | 82,917 |
Cash paid during the period for: | ||
Interest (net of amounts capitalized of $0.5 million and $0.9 million in 2020 and 2019, respectively) | 12,881 | $ 18,522 |
Income taxes refunded, net | $ (285) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Interest, capitalized interest | $ 0.5 | $ 0.9 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Parent | Non-controlling Interest-Operating Partnership |
Balance at Dec. 31, 2018 | $ 1,415,059 | $ 1,187 | $ 1,807,202 | $ (393,330) | ||
Balance (in shares) at Dec. 31, 2018 | 118,674 | |||||
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 | |||||
Balance at Dec. 31, 2019 | 1,376,749 | $ 1,191 | 1,821,810 | (446,252) | $ 1,376,749 | |
Balance (in shares) at Dec. 31, 2019 | 119,096 | |||||
Net income | 33,238 | 32,057 | 32,057 | $ 1,181 | ||
Retirement of common stock | (3,560) | $ (2) | (3,558) | (3,560) | ||
Retirement of common stock (in shares) | (207) | |||||
Dividends declared on common stock | (53,415) | (53,415) | (53,415) | |||
Restricted stock compensation, net of forfeitures | 4,610 | 4,610 | 4,610 | |||
Restricted stock grants | $ 7 | (7) | ||||
Restricted stock grants (in shares) | 740 | |||||
Cumulative effect of adoption of new accounting standard | (1,036) | (1,036) | (1,036) | |||
Contributions to operating partnership | 23,271 | 23,271 | ||||
Distributions to non-controlling interest | (1,181) | (1,181) | ||||
Balance at Mar. 31, 2020 | $ 1,378,676 | $ 1,196 | $ 1,822,855 | $ (468,646) | $ 1,355,405 | $ 23,271 |
Balance (in shares) at Mar. 31, 2020 | 119,629 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Dividends declared on common stock, per share | $ 0.44 | $ 0.44 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 3 Months Ended |
Mar. 31, 2020 | |
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 network of residential reentry centers to help address America's recidivism crisis, and government real estate solutions. As of March 31, 2020, through its CoreCivic Safety segment, the Company operated 50 correctional and detention facilities, 43 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 28 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, through its CoreCivic Properties segment, the Company owned 57 properties for lease to third parties and used by government agencies, totaling 3.3 million 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, 2020 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements have been prepared by the Company and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. Reference is made to the audited financial statements of CoreCivic included in its Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (the "SEC") on February 20, 2020 (the "2019 Form 10-K") with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company. Recent Accounting Pronouncements In the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments," which changes 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 replaces the "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 are now required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowances for losses. Upon its effective date, CoreCivic adopted the ASU in the first quarter of 2020 . The Company recognized a charge of $1.0 million to accumulated deficit upon adoption of ASU 2016-13. Based principally on the fact that the largest portion of the Company's accounts receivable is with governmental agencies with high credit ratings, the adoption of ASU 2016-13 . 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 Accounting Standards Codification ("ASC") 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At March 31, 2020 and December 31, 2019, 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, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,805 $ 3,767 $ 2,989 $ 3,949 Debt $ (2,297,529 ) $ (2,183,779 ) $ (1,986,865 ) $ (1,964,366 ) |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2020 | |
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 $50.5 million as of both March 31, 2020 and December 31, 2019. Of this amount, goodwill was $7.9 million as of both March 31, 2020 and December 31, 2019 for the Company's CoreCivic Safety segment, and was $42.6 million as of both March 31, 2020 and December 31, 2019 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 under valuation methodologies that include an income approach and a market approach. The income approach valuation includes certain significant assumptions impacting projected future cash flows, such as projected revenue, projected operating costs, and the weighted average cost of capital, which are affected by expectations about future market or economic conditions. These impairment tests are required to be performed at least annually. 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. Because of the potential impact of the coronavirus ("COVID-19") on the recoverability of goodwill, CoreCivic performed a qualitative assessment for its goodwill allocated to the Company’s CoreCivic Safety and Community segments, and concluded that no impairments had occurred as of March 31, 2020. However, the long-term impacts of COVID-19, if any, on future cash flows are difficult to predict. The Company can provide no assurance that goodwill impairments will not occur in the future as a result of the impact of COVID-19 or otherwise. The Company will conduct additional impairment tests if, and when, warranted by the impact of COVID-19 on the Company's business segments. |
REAL ESTATE TRANSACTIONS
REAL ESTATE TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
REAL ESTATE TRANSACTIONS | 4. REAL ESTATE TRANSACTIONS Acquisitions On January 2, 2020, CoreCivic completed the acquisition of a portfolio of 28 properties, 24 of which the counter-party contributed to a newly formed partnership of the Company's, for total consideration of $83.2 million, excluding transaction-related expenses. All of the properties are leased to the federal government through the General Services Administration ("GSA"), an independent agency of the United States government. CoreCivic financed the acquisition with $7.7 million of cash, assumed debt of $52.2 million, as further described in Note 5, and the balance with the issuance of 1.3 million shares of Class A Common Interests in Government Real Estate Solutions, LLC, an unrestricted subsidiary controlled by the Company ("GRES"), that are convertible into cash or, at the Company's option, shares of the Company's common stock following a two-year CoreCivic has determined that its joint venture investment in GRES represents a variable interest entity ("VIE") in accordance with ASC 810, "Consolidation". CoreCivic has 100% voting control in GRES. Accordingly, CoreCivic concluded that it is the primary beneficiary of GRES and consolidates the VIE. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Financing Leasing Transactions On January 24, 2018, CoreCivic entered into a 20-year lease agreement with the Kansas Department of Corrections ("KDOC") for a 2,432-bed correctional facility to be constructed by the Company in Lansing, Kansas. The new facility replaces the Lansing Correctional Facility, Kansas' largest correctional complex for adult male inmates, originally constructed in 1863. CoreCivic is responsible for facility maintenance throughout the 20-year term of the lease, at which time ownership will revert to the state of Kansas. Construction of the facility commenced in the first quarter of 2018, and construction was completed in January 2020, at which time the lease commenced. CoreCivic accounts for the lease with the KDOC partially as a financing receivable under ASU 2016-02, "Leases (Topic 842)", with the remaining portion of the lease payments attributable to maintenance services and capital expenditures as revenue streams under ASC 606, "Revenue from Contracts with Customers". As of March 31, 2020, the financing receivable was $150.8 million recognized in Other Assets on the consolidated balance sheet. Prior to commencement of the lease, the costs incurred to construct the facility were reflected as a construction receivable and, as of December 31, 2019, was $137.7 million recognized in Other Assets on the consolidated balance sheet. The cash payments associated with the construction of the project are reported as expenditures for facility development and expansions on the consolidated statements of cash flows. Idle Facilities As of March 31, 2020, CoreCivic had five idled correctional facilities in the CoreCivic Safety segment 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 2020 2019 Prairie Correctional Facility 1,600 2010 $ 14,668 $ 14,863 Huerfano County Correctional Center 752 2010 16,108 16,266 Diamondback Correctional Facility 2,160 2010 39,293 39,729 Marion Adjustment Center 826 2013 11,247 11,351 Kit Carson Correctional Center 1,488 2016 53,600 54,041 6,826 $ 134,916 $ 136,250 As of March 31, 2020, CoreCivic incurred approximately $2.1 million and $2.0 million in operating expenses at these idled facilities for the three months ended March 31, 2020 and 2019, respectively. On April 15, 2020, CoreCivic sold one of the idled facilities in its Community segment, containing 92 beds, for a gross sales price of $1.6 million. Based on the anticipated sale, CoreCivic reported an impairment charge of $0.5 million in the first quarter of 2020 based on the realizable value resulting from the sale. CoreCivic considers the cancellation of a contract or an expiration and non-renewal of a lease agreement in its CoreCivic Properties segment as an indicator of impairment, and tested each of the idled properties for impairment when it was notified by the respective customers or tenants that they would no longer be utilizing such property. CoreCivic updates the impairment analyses on an annual basis for each of the idled properties and evaluates on a quarterly basis market developments for the potential utilization of each of these properties in order to identify events that may cause CoreCivic to reconsider its most recent assumptions, such as the agreement to sell a property at less than its carrying value. As a result of CoreCivic's analyses, except for the aforementioned impairment associated with a sale of a residential reentry facility in the Community segment, CoreCivic determined each of the idled properties to have recoverable values in excess of the corresponding carrying values. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2020 | |
DEBT | 5. DEBT Debt outstanding as of March 31, 2020 and December 31, 2019 consisted of the following (in thousands): March 31, December 31, 2020 2019 Revolving Credit Facility maturing April 2023 periodically at variable interest rates. The weighted average rate at March 31, 2020 and December 31, 2019 was 2.4% and 3.3%, respectively. $ 631,000 $ 365,000 Term Loan A maturing April 2023 variable interest rates. The rate at March 31, 2020 and December 31, 2019 was 2.5% and 3.3%, respectively. Unamortized debt issuance costs amounted to $0.1 million at both March 31, 2020 and December 31, 2019. 187,500 190,000 Term Loan B maturing December 2024 at variable interest rates. The rate at March 31, 2020 and December 31, 2019 was 5.5% and 6.3%, respectively. Unamortized debt issuance costs amounted to $4.4 million and $4.6 million at March 31, 2020 and December 31, 2019, respectively. 246,875 250,000 4.625% Senior Notes maturing May 2023 costs amounted to $1.9 million and $2.1 million at March 31, 2020 and December 31, 2019, respectively. 350,000 350,000 5.0% Senior Notes maturing October 2022 costs amounted to $1.2 million and $1.3 million at March 31, 2020 and December 31, 2019, respectively. 250,000 250,000 4.75% Senior Notes maturing October 2027 costs amounted to $3.0 million and $3.1 million at March 31, 2020 and December 31, 2019, respectively. 250,000 250,000 4.5% Capital Commerce Center Non-Recourse Mortgage Note maturing January 2033 to $0.3 million at both March 31, 2020 and December 31, 2019. 21,896 22,209 4.43% Lansing Correctional Center Non-Recourse Mortgage Note maturing January 2040 to $3.2 million and $3.3 million at March 31, 2020 and December 31, 2019, respectively. 159,522 159,522 4.5% SSA-Baltimore Non-Recourse Mortgage Note maturing February 2034 million at both March 31, 2020 and December 31, 2019. 148,745 150,134 4.91% Government Real Estate Solutions Non-Recourse Mortgage Note maturing November 2025 51,991 — Total debt 2,297,529 1,986,865 Unamortized debt issuance costs (14,336 ) (14,993 ) Unamortized original issue discount (11,875 ) (12,500 ) Current portion of long-term debt, net (34,891 ) (31,349 ) Long-term debt, net $ 2,236,427 $ 1,928,023 Revolving Credit Facility. On April 17, 2018, CoreCivic entered into the Second Amended and Restated Credit Agreement (referred to herein individually as the "Bank Credit Agreement") in an aggregate principal amount of up to $1.0 billion. The Bank Credit Agreement provides for a term loan of $200.0 million (the "Term Loan A") and a revolving credit facility in an aggregate principal amount of up to $800.0 million (the "Revolving Credit Facility"). The Bank Credit Agreement has a maturity of April 2023 Based on CoreCivic's current total leverage ratio, loans under the Revolving Credit Facility currently 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, 2020, CoreCivic had $631.0 million in borrowings outstanding under the Revolving Credit Facility as well as $14.0 million in letters of credit outstanding resulting in $155.0 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, 2020, 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. As a result of opposition to immigration policies and the association of private companies with the enforcement of such policies, some banks have announced that they do not expect to continue providing credit or financial services to private entities that operate correctional and detention April 2023 Incremental Term Loan A. Interest rate margins under the Term Loan A are the same as the interest rate margins under the Revolving Credit Facility. The Term Loan A also has the same collateral requirements, financial and certain other covenants, and cross-default provisions as the Revolving Credit Facility. The Term Loan A, which is pre-payable without penalty, also has a maturity concurrent with the Revolving Credit Facility due April 2023 Senior Secured Term Loan B. On December 18, 2019, CoreCivic entered into a new $250.0 million Senior Secured Term Loan B ("Term Loan B"). The Term Loan B bears interest at a rate of LIBOR plus 4.50%, with a 1.00% LIBOR floor (or, at CoreCivic's option, a base rate plus 3.50%), and has a five-year December 2024 $325.0 million in aggregate principal amount of 4.125% senior notes originally due 2020, transaction fees and expenses, and to provide for general corporate purposes. CoreCivic capitalized approximately $4.6 million of costs associated with the issuance of the Term Loan B. As of March 31, 2020, the outstanding balance of the Term Loan B was $246.9 million. Senior Notes. 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 4.625% 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, 2020, the outstanding balance of the mortgage note was $21.9 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 used the proceeds of the private placement, which were 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, 20 years following completion of the project, which occurred in January 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, do not impact the financial covenants associated with the Company's Credit Agreement. As of March 31, 2020, the outstanding balance of the Kansas Notes was $159.5 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 Government Real Estate Solutions. As previously described herein, on January 2, 2020, CoreCivic acquired a portfolio of 28 properties, 24 of which the counter-party contributed to a newly formed partnership of the Company's, for total consideration of $83.2 million. In connection with the acquisition, a wholly-owned subsidiary of GRES assumed $52.2 million of in-place financing. The assumed non-recourse mortgage note (the "GRES Note") carries a fixed interest rate of 4.91% and requires monthly principal and interest payments, with a balloon payment of $46.2 million due at maturity in November 2025 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, 2020 for the remainder of 2020 , the next four years, and thereafter were as follows (in thousands): 2020 (remainder) $ 24,701 2021 40,047 2022 293,990 2023 1,171,170 2024 196,044 Thereafter 571,577 Total debt $ 2,297,529 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS' EQUITY Dividends on Common Stock During 2019 and the first quarter of 2020, CoreCivic's Board of Directors declared the following quarterly dividends on its common stock: Declaration Date Record Date Payable Date Per Share February 21, 2019 April 1, 2019 April 15, 2019 $ 0.44 May 16, 2019 July 1, 2019 July 16, 2019 $ 0.44 August 15, 2019 October 1, 2019 October 15, 2019 $ 0.44 December 12, 2019 January 6, 2020 January 15, 2020 $ 0.44 February 20, 2020 April 1, 2020 April 15, 2020 $ 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, 2020, options to purchase 0.5 million shares of common stock were outstanding with a weighted average exercise price of $21.88 per share. Restricted Stock Units During the first quarter of 2020, CoreCivic issued approximately 1.2 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $20.7 million, including 1.1 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.1 million RSUs to employees whose compensation is charged to operating expense. During 2019, CoreCivic issued approximately 0.9 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $20.1 million, including 0.8 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.1 million RSUs to employees whose compensation is charged to operating expense. Since 2015, CoreCivic has three-year one-third group. Because the performance criteria for the fiscal years ending December 31, 2021 and 2022 have not yet been established, the values of the third RSU increment of the 2019 awards and of the second and third increments of the 2020 awards for financial reporting purposes will not be determined until such criteria are established. Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest equally on the first, second, and third anniversary of the award. RSUs issued to non-employee directors vest one year from the date of award. During the three months ended March 31, 2020, CoreCivic expensed $4.6 million, net of forfeitures, relating to RSUs ($0.5 million of which was recorded in operating expenses and $4.1 million of which was recorded in general and administrative expenses). 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). As of March 31, 2020, approximately 2.0 million RSUs remained outstanding and subject to vesting. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
EARNINGS PER SHARE | 7. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted stock-based awards, stock options, and Operating Partnership Units. 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, 2020 2019 NUMERATOR Basic: Net income attributable to common stockholders $ 32,057 $ 49,340 Diluted: Net income attributable to common stockholders $ 32,057 $ 49,340 Net income attributable to non-controlling interest 1,181 — Diluted net income attributable to common stockholders $ 33,238 $ 49,340 DENOMINATOR Basic: Weighted average common shares outstanding 119,336 118,836 Diluted: Weighted average common shares outstanding 119,336 118,836 Effect of dilutive securities: Stock options — 36 Restricted stock-based awards 47 46 Non-controlling interest – Operating Partnership Units 1,342 — Weighted average shares and assumed conversions 120,725 118,918 BASIC EARNINGS PER SHARE $ 0.27 $ 0.42 DILUTED EARNINGS PER SHARE $ 0.27 $ 0.41 Approximately 0.6 million and 0.5 million stock options were excluded from the computation of diluted earnings per share for the three months ended March 31, 2020 and 2019, respectively, because they were anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
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. CoreCivic does not accrue for anticipated legal fees and costs but expenses those items as incurred. ICE Detainee Labor and Related Matters. On May 31, 2017, two former U.S. Immigration and Customs Enforcement ("ICE") detainees, who were detained at the Company's Otay Mesa Detention Center (“OMDC”) in San Diego, California, filed a class action against the Company in the United States District Court for the Southern District of California. The complaint alleged that the Company forces detainees to perform labor under threat of punishment in violation of state and federal anti-trafficking laws and that OMDC’s Voluntary Work Program (“VWP”) violates state labor laws including state minimum wage law. ICE requires that CoreCivic offer and operate the VWP in conformance with ICE standards and ICE prescribes the minimum rate of pay for VWP participants. The Plaintiffs seek compensatory damages, exemplary damages, restitution, penalties, and interest as well as declaratory and injunctive relief on behalf of former and current detainees. On April 1, 2020, the district court certified a nationwide anti-trafficking claims class of former and current detainees at all CoreCivic ICE detention facilities. It also certified a state law class of former and current detainees at the Company’s ICE detention facilities in California. The court did not certify any claims for injunctive or declaratory relief. Since this case was initially filed, three similar lawsuits have been filed in other courts in California, Texas and Georgia. The Company disputes these allegations and intends to take all necessary steps to vigorously defend itself against all claims. The Company has not recorded an accrual relating to these matters at this time, as losses are not considered probable or reasonably estimable at this stage of these lawsuits. However, the results of these claims or proceedings cannot be predicted with certainty, and an unfavorable resolution of one or more of these claims or proceedings could have a material adverse effect on CoreCivic's financial condition, results of operations or cash flows. Shareholder Litigation. In a memorandum to the Federal Bureau of Prisons ("BOP") dated August 18, 2016, the Department of Justice ("DOJ") directed that, as each contract with privately operated prisons reaches the end of its term, the BOP should either decline to renew that contract or substantially reduce its scope in a manner consistent with law and the overall decline of the BOP's inmate population. In addition to the decline in the BOP's inmate population, the DOJ memorandum cites purported operational, programming, and cost efficiency factors as reasons for the DOJ directive. On February 21, 2017, the newly appointed U.S. Attorney General issued a memorandum rescinding the DOJ's prior directive stating the memorandum changed long-standing policy and practice and impaired the BOP's ability to meet the future needs of the federal correctional system. Following the release of the August 18, 2016 DOJ memorandum, a purported securities class action lawsuit was filed against the Company and certain of its current and former officers in the United States District Court for the Middle District of Tennessee, or the District Court, captioned Grae v. Corrections Corporation of America et al. On December 18, 2017, the District Court denied the Company's motion to dismiss. On March 26, 2019, the District Court certified the class proposed by the plaintiff. The United States Court of Appeals for the Sixth Circuit denied the Company's appeal of the class certification order on August 23, 2019. The case is currently in the fact discovery phase of litigation. CoreCivic believes the lawsuit is entirely without merit and intends to vigorously defend against it. 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. 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, 2020 | |
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, which the Company currently expects to continue to meet. 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 $3.8 million and $2.5 million for the three months ended March 31, 2020 and 2019, respectively. Income tax expense during the first quarter of 2020 included $3.1 million that had been deferred during the construction period of the Lansing Correctional Facility, which was owned by a TRS of the Company's until it converted to a qualified REIT subsidiary ("QRS") upon completion of construction in the first quarter of 2020. Because ownership of this facility reverts to the state of Kansas upon expiration of the twenty-year On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. While CoreCivic is still assessing the impact of the legislation, the Company does not currently expect there to be a material impact to its consolidated financial statements. 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 based on its 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, 2020 and December 31, 2019. 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. In October 2019, the Company received notification that the Internal Revenue Service ("IRS") intended to commence an audit of the federal income tax return of the Company's REIT for the year ended December 31, 2017. The IRS has begun its audit, which has included audit procedures related to the Company's TRSs for the same year. Audit outcomes and the timing of any settlements of asserted income tax liabilities, if any, are subject to significant uncertainty. The generally applicable statute of limitations for assessments of United States federal income taxes remains open for tax years 2016 to present. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2020 | |
SEGMENT REPORTING | 10. SEGMENT REPORTING As of March 31, 2020, CoreCivic operated 50 correctional and detention facilities, 43 of which the Company owned. In addition, CoreCivic owned and operated 28 residential reentry centers and owned 57 properties for lease to third parties. Management views CoreCivic's operating results in three operating segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties. CoreCivic Safety includes the operating results of those correctional and detention facilities placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic, as well as those correctional and detention facilities owned by a third party and managed by CoreCivic. CoreCivic Safety also includes the operating results of TransCor America, LLC, a subsidiary of the Company that provides transportation services to governmental agencies. CoreCivic Community includes the operating results of those residential reentry centers placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic. CoreCivic Community also includes the operating results of the Company's 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, 2020 and 2019 (in thousands): For the Three Months Ended March 31, 2020 2019 Revenue: Safety $ 437,765 $ 434,318 Community 30,599 30,566 Properties 22,679 19,112 Total segment revenue 491,043 483,996 Operating expenses: Safety 330,737 316,595 Community 24,449 23,496 Properties 6,954 5,652 Total segment operating expenses 362,140 345,743 Facility net operating income: Safety 107,028 117,723 Community 6,150 7,070 Properties 15,725 13,460 Total facility net operating income 128,903 138,253 Other revenue (expense): Other revenue 58 68 Other operating expense (175 ) (89 ) General and administrative (31,279 ) (29,445 ) Depreciation and amortization (37,952 ) (35,523 ) Asset impairments (536 ) — Operating income $ 59,019 $ 73,264 The following table summarizes capital expenditures including accrued amounts for the three months ended March 31, 2020 and 2019 (in thousands): For the Three Months Ended March 31, 2020 2019 Capital expenditures: Safety $ 6,677 $ 19,956 Community 654 1,463 Properties 95,949 15,903 Corporate and other 2,058 3,472 Total capital expenditures $ 105,338 $ 40,794 The total assets are as follows (in thousands): March 31, 2020 December 31, 2019 Assets: Safety $ 2,553,970 $ 2,606,127 Community 266,106 275,882 Properties 789,322 682,249 Corporate and other 469,401 227,373 Total Assets $ 4,078,799 $ 3,791,631 |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 (Unaudited and in thousands) ASSETS Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 309,497 $ 24,962 $ 1,032 $ — $ 335,491 Restricted cash 300 6 16,544 — 16,850 Accounts receivable, net of allowance 129,398 564,083 (9,483 ) (411,400 ) 272,598 Prepaid expenses and other current assets 3,537 33,864 1,637 (4,076 ) 34,962 Total current assets 442,732 622,915 9,730 (415,476 ) 659,901 Real estate and related assets: Property and equipment, net 2,217,045 260,491 281,146 — 2,758,682 Other real estate assets 235,691 — — — 235,691 Goodwill 35,425 15,112 — — 50,537 Non-current deferred tax assets — 14,006 — (343 ) 13,663 Other assets 622,709 126,733 192,860 (581,977 ) 360,325 Total assets $ 3,553,602 $ 1,039,257 $ 483,736 $ (997,796 ) $ 4,078,799 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 265,908 $ 364,841 $ 103,058 $ (415,442 ) $ 318,365 Current portion of long-term debt, net 25,353 — 9,538 — 34,891 Total current liabilities 291,261 364,841 112,596 (415,442 ) 353,256 Long-term debt, net 1,889,449 114,706 347,272 (115,000 ) 2,236,427 Non-current deferred tax liabilities 343 — — (343 ) — Deferred revenue — 9,061 — — 9,061 Other liabilities 17,144 80,654 3,581 — 101,379 Total liabilities 2,198,197 569,262 463,449 (530,785 ) 2,700,123 Total equity 1,355,405 469,995 20,287 (467,011 ) 1,378,676 Total liabilities and equity $ 3,553,602 $ 1,039,257 $ 483,736 $ (997,796 ) $ 4,078,799 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2019 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 45,427 $ 45,309 $ 1,384 $ — $ 92,120 Restricted cash — 7 26,966 — 26,973 Accounts receivable, net of allowance 154,533 545,291 86 (419,125 ) 280,785 Prepaid expenses and other current assets 3,084 32,600 3,966 (4,143 ) 35,507 Total current assets 203,044 623,207 32,402 (423,268 ) 435,385 Real estate and related assets: Property and equipment, net 2,226,822 272,888 200,397 — 2,700,107 Other real estate assets 238,637 — — — 238,637 Goodwill 35,425 15,112 — — 50,537 Non-current deferred tax assets — 14,125 2,411 (478 ) 16,058 Other assets 606,718 136,125 173,268 (565,204 ) 350,907 Total assets $ 3,310,646 $ 1,061,457 $ 408,478 $ (988,950 ) $ 3,791,631 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 261,588 $ 396,703 $ 102,404 $ (423,233 ) $ 337,462 Current portion of long-term debt 23,776 — 7,573 — 31,349 Total current liabilities 285,364 396,703 109,977 (423,233 ) 368,811 Long-term debt, net 1,629,745 114,682 298,596 (115,000 ) 1,928,023 Non-current deferred tax liabilities 478 — — (478 ) — Deferred revenue — 12,469 — — 12,469 Other liabilities 18,310 87,269 — — 105,579 Total liabilities 1,933,897 611,123 408,573 (538,711 ) 2,414,882 Total stockholders' equity 1,376,749 450,334 (95 ) (450,239 ) 1,376,749 Total liabilities and stockholders' equity $ 3,310,646 $ 1,061,457 $ 408,478 $ (988,950 ) $ 3,791,631 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended March 31, 2020 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 336,062 $ 405,482 $ 9,047 $ (259,490 ) $ 491,101 EXPENSES: Operating 267,851 350,872 3,082 (259,490 ) 362,315 General and administrative 10,168 21,111 — — 31,279 Depreciation and amortization 23,483 11,310 3,159 — 37,952 Asset impairments 404 132 — — 536 301,906 383,425 6,241 (259,490 ) 432,082 OPERATING INCOME 34,156 22,057 2,806 — 59,019 OTHER (INCOME) EXPENSE: Interest expense, net 19,123 1,638 1,777 — 22,538 Other (income) expense (490 ) (75 ) 32 — (533 ) 18,633 1,563 1,809 — 22,005 INCOME BEFORE INCOME TAXES 15,523 20,494 997 — 37,014 Income tax expense (275 ) (416 ) (3,085 ) — (3,776 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 15,248 20,078 (2,088 ) — 33,238 Income from equity in subsidiaries 17,990 — — (17,990 ) — NET INCOME 33,238 20,078 (2,088 ) (17,990 ) 33,238 Net income attributable to non-controlling interest — — (1,181 ) — (1,181 ) NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 33,238 $ 20,078 $ (3,269 ) $ (17,990 ) $ 32,057 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 CASH FLOWS For the three months ended March 31, 2020 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Net cash provided by (used in) operating activities $ 82,070 $ (15,566 ) $ 8,873 $ — $ 75,377 Net cash used in investing activities (18,520 ) (5,265 ) (18,284 ) — (42,069 ) Net cash provided by (used in) financing activities 200,820 483 (1,363 ) — 199,940 Net increase (decrease) in cash, cash equivalents and restricted cash 264,370 (20,348 ) (10,774 ) — 233,248 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 45,427 45,316 28,350 — 119,093 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 309,797 $ 24,968 $ 17,576 $ — $ 352,341 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 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments," which changes 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 replaces the "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 are now required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowances for losses. Upon its effective date, CoreCivic adopted the ASU in the first quarter of 2020 . The Company recognized a charge of $1.0 million to accumulated deficit upon adoption of ASU 2016-13. Based principally on the fact that the largest portion of the Company's accounts receivable is with governmental agencies with high credit ratings, the adoption of ASU 2016-13 . 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 Accounting Standards Codification ("ASC") 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At March 31, 2020 and December 31, 2019, 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, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,805 $ 3,767 $ 2,989 $ 3,949 Debt $ (2,297,529 ) $ (2,183,779 ) $ (1,986,865 ) $ (1,964,366 ) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value | At March 31, 2020 and December 31, 2019, 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, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,805 $ 3,767 $ 2,989 $ 3,949 Debt $ (2,297,529 ) $ (2,183,779 ) $ (1,986,865 ) $ (1,964,366 ) |
REAL ESTATE TRANSACTIONS (Table
REAL ESTATE TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 2020 2019 Prairie Correctional Facility 1,600 2010 $ 14,668 $ 14,863 Huerfano County Correctional Center 752 2010 16,108 16,266 Diamondback Correctional Facility 2,160 2010 39,293 39,729 Marion Adjustment Center 826 2013 11,247 11,351 Kit Carson Correctional Center 1,488 2016 53,600 54,041 6,826 $ 134,916 $ 136,250 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Debt Outstanding | Debt outstanding as of March 31, 2020 and December 31, 2019 consisted of the following (in thousands): March 31, December 31, 2020 2019 Revolving Credit Facility maturing April 2023 periodically at variable interest rates. The weighted average rate at March 31, 2020 and December 31, 2019 was 2.4% and 3.3%, respectively. $ 631,000 $ 365,000 Term Loan A maturing April 2023 variable interest rates. The rate at March 31, 2020 and December 31, 2019 was 2.5% and 3.3%, respectively. Unamortized debt issuance costs amounted to $0.1 million at both March 31, 2020 and December 31, 2019. 187,500 190,000 Term Loan B maturing December 2024 at variable interest rates. The rate at March 31, 2020 and December 31, 2019 was 5.5% and 6.3%, respectively. Unamortized debt issuance costs amounted to $4.4 million and $4.6 million at March 31, 2020 and December 31, 2019, respectively. 246,875 250,000 4.625% Senior Notes maturing May 2023 costs amounted to $1.9 million and $2.1 million at March 31, 2020 and December 31, 2019, respectively. 350,000 350,000 5.0% Senior Notes maturing October 2022 costs amounted to $1.2 million and $1.3 million at March 31, 2020 and December 31, 2019, respectively. 250,000 250,000 4.75% Senior Notes maturing October 2027 costs amounted to $3.0 million and $3.1 million at March 31, 2020 and December 31, 2019, respectively. 250,000 250,000 4.5% Capital Commerce Center Non-Recourse Mortgage Note maturing January 2033 to $0.3 million at both March 31, 2020 and December 31, 2019. 21,896 22,209 4.43% Lansing Correctional Center Non-Recourse Mortgage Note maturing January 2040 to $3.2 million and $3.3 million at March 31, 2020 and December 31, 2019, respectively. 159,522 159,522 4.5% SSA-Baltimore Non-Recourse Mortgage Note maturing February 2034 million at both March 31, 2020 and December 31, 2019. 148,745 150,134 4.91% Government Real Estate Solutions Non-Recourse Mortgage Note maturing November 2025 51,991 — Total debt 2,297,529 1,986,865 Unamortized debt issuance costs (14,336 ) (14,993 ) Unamortized original issue discount (11,875 ) (12,500 ) Current portion of long-term debt, net (34,891 ) (31,349 ) Long-term debt, net $ 2,236,427 $ 1,928,023 |
Schedule of Principal Payments | Scheduled principal payments as of March 31, 2020 for the remainder of 2020 , the next four years, and thereafter were as follows (in thousands): 2020 (remainder) $ 24,701 2021 40,047 2022 293,990 2023 1,171,170 2024 196,044 Thereafter 571,577 Total debt $ 2,297,529 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Declared Common Stock Dividends | During 2019 and the first quarter of 2020, CoreCivic's Board of Directors declared the following quarterly dividends on its common stock: Declaration Date Record Date Payable Date Per Share February 21, 2019 April 1, 2019 April 15, 2019 $ 0.44 May 16, 2019 July 1, 2019 July 16, 2019 $ 0.44 August 15, 2019 October 1, 2019 October 15, 2019 $ 0.44 December 12, 2019 January 6, 2020 January 15, 2020 $ 0.44 February 20, 2020 April 1, 2020 April 15, 2020 $ 0.44 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 2019 NUMERATOR Basic: Net income attributable to common stockholders $ 32,057 $ 49,340 Diluted: Net income attributable to common stockholders $ 32,057 $ 49,340 Net income attributable to non-controlling interest 1,181 — Diluted net income attributable to common stockholders $ 33,238 $ 49,340 DENOMINATOR Basic: Weighted average common shares outstanding 119,336 118,836 Diluted: Weighted average common shares outstanding 119,336 118,836 Effect of dilutive securities: Stock options — 36 Restricted stock-based awards 47 46 Non-controlling interest – Operating Partnership Units 1,342 — Weighted average shares and assumed conversions 120,725 118,918 BASIC EARNINGS PER SHARE $ 0.27 $ 0.42 DILUTED EARNINGS PER SHARE $ 0.27 $ 0.41 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and 2019 (in thousands): For the Three Months Ended March 31, 2020 2019 Revenue: Safety $ 437,765 $ 434,318 Community 30,599 30,566 Properties 22,679 19,112 Total segment revenue 491,043 483,996 Operating expenses: Safety 330,737 316,595 Community 24,449 23,496 Properties 6,954 5,652 Total segment operating expenses 362,140 345,743 Facility net operating income: Safety 107,028 117,723 Community 6,150 7,070 Properties 15,725 13,460 Total facility net operating income 128,903 138,253 Other revenue (expense): Other revenue 58 68 Other operating expense (175 ) (89 ) General and administrative (31,279 ) (29,445 ) Depreciation and amortization (37,952 ) (35,523 ) Asset impairments (536 ) — Operating income $ 59,019 $ 73,264 |
Summary of Capital Expenditures Including Accrued Amounts | The following table summarizes capital expenditures including accrued amounts for the three months ended March 31, 2020 and 2019 (in thousands): For the Three Months Ended March 31, 2020 2019 Capital expenditures: Safety $ 6,677 $ 19,956 Community 654 1,463 Properties 95,949 15,903 Corporate and other 2,058 3,472 Total capital expenditures $ 105,338 $ 40,794 |
Schedule of Total Assets | The total assets are as follows (in thousands): March 31, 2020 December 31, 2019 Assets: Safety $ 2,553,970 $ 2,606,127 Community 266,106 275,882 Properties 789,322 682,249 Corporate and other 469,401 227,373 Total Assets $ 4,078,799 $ 3,791,631 |
CONDENSED CONSOLIDATING FINAN_2
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) | CONDENSED CONSOLIDATING BALANCE SHEET As of March 31, 2020 (Unaudited and in thousands) ASSETS Parent Combined Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 309,497 $ 24,962 $ 1,032 $ — $ 335,491 Restricted cash 300 6 16,544 — 16,850 Accounts receivable, net of allowance 129,398 564,083 (9,483 ) (411,400 ) 272,598 Prepaid expenses and other current assets 3,537 33,864 1,637 (4,076 ) 34,962 Total current assets 442,732 622,915 9,730 (415,476 ) 659,901 Real estate and related assets: Property and equipment, net 2,217,045 260,491 281,146 — 2,758,682 Other real estate assets 235,691 — — — 235,691 Goodwill 35,425 15,112 — — 50,537 Non-current deferred tax assets — 14,006 — (343 ) 13,663 Other assets 622,709 126,733 192,860 (581,977 ) 360,325 Total assets $ 3,553,602 $ 1,039,257 $ 483,736 $ (997,796 ) $ 4,078,799 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 265,908 $ 364,841 $ 103,058 $ (415,442 ) $ 318,365 Current portion of long-term debt, net 25,353 — 9,538 — 34,891 Total current liabilities 291,261 364,841 112,596 (415,442 ) 353,256 Long-term debt, net 1,889,449 114,706 347,272 (115,000 ) 2,236,427 Non-current deferred tax liabilities 343 — — (343 ) — Deferred revenue — 9,061 — — 9,061 Other liabilities 17,144 80,654 3,581 — 101,379 Total liabilities 2,198,197 569,262 463,449 (530,785 ) 2,700,123 Total equity 1,355,405 469,995 20,287 (467,011 ) 1,378,676 Total liabilities and equity $ 3,553,602 $ 1,039,257 $ 483,736 $ (997,796 ) $ 4,078,799 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2019 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 45,427 $ 45,309 $ 1,384 $ — $ 92,120 Restricted cash — 7 26,966 — 26,973 Accounts receivable, net of allowance 154,533 545,291 86 (419,125 ) 280,785 Prepaid expenses and other current assets 3,084 32,600 3,966 (4,143 ) 35,507 Total current assets 203,044 623,207 32,402 (423,268 ) 435,385 Real estate and related assets: Property and equipment, net 2,226,822 272,888 200,397 — 2,700,107 Other real estate assets 238,637 — — — 238,637 Goodwill 35,425 15,112 — — 50,537 Non-current deferred tax assets — 14,125 2,411 (478 ) 16,058 Other assets 606,718 136,125 173,268 (565,204 ) 350,907 Total assets $ 3,310,646 $ 1,061,457 $ 408,478 $ (988,950 ) $ 3,791,631 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 261,588 $ 396,703 $ 102,404 $ (423,233 ) $ 337,462 Current portion of long-term debt 23,776 — 7,573 — 31,349 Total current liabilities 285,364 396,703 109,977 (423,233 ) 368,811 Long-term debt, net 1,629,745 114,682 298,596 (115,000 ) 1,928,023 Non-current deferred tax liabilities 478 — — (478 ) — Deferred revenue — 12,469 — — 12,469 Other liabilities 18,310 87,269 — — 105,579 Total liabilities 1,933,897 611,123 408,573 (538,711 ) 2,414,882 Total stockholders' equity 1,376,749 450,334 (95 ) (450,239 ) 1,376,749 Total liabilities and stockholders' equity $ 3,310,646 $ 1,061,457 $ 408,478 $ (988,950 ) $ 3,791,631 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended March 31, 2020 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 336,062 $ 405,482 $ 9,047 $ (259,490 ) $ 491,101 EXPENSES: Operating 267,851 350,872 3,082 (259,490 ) 362,315 General and administrative 10,168 21,111 — — 31,279 Depreciation and amortization 23,483 11,310 3,159 — 37,952 Asset impairments 404 132 — — 536 301,906 383,425 6,241 (259,490 ) 432,082 OPERATING INCOME 34,156 22,057 2,806 — 59,019 OTHER (INCOME) EXPENSE: Interest expense, net 19,123 1,638 1,777 — 22,538 Other (income) expense (490 ) (75 ) 32 — (533 ) 18,633 1,563 1,809 — 22,005 INCOME BEFORE INCOME TAXES 15,523 20,494 997 — 37,014 Income tax expense (275 ) (416 ) (3,085 ) — (3,776 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 15,248 20,078 (2,088 ) — 33,238 Income from equity in subsidiaries 17,990 — — (17,990 ) — NET INCOME 33,238 20,078 (2,088 ) (17,990 ) 33,238 Net income attributable to non-controlling interest — — (1,181 ) — (1,181 ) NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 33,238 $ 20,078 $ (3,269 ) $ (17,990 ) $ 32,057 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 CASH FLOWS (Unaudited) | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2020 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidating Adjustments and Other Total Consolidated Amounts Net cash provided by (used in) operating activities $ 82,070 $ (15,566 ) $ 8,873 $ — $ 75,377 Net cash used in investing activities (18,520 ) (5,265 ) (18,284 ) — (42,069 ) Net cash provided by (used in) financing activities 200,820 483 (1,363 ) — 199,940 Net increase (decrease) in cash, cash equivalents and restricted cash 264,370 (20,348 ) (10,774 ) — 233,248 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 45,427 45,316 28,350 — 119,093 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 309,797 $ 24,968 $ 17,576 $ — $ 352,341 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 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) ft² in Millions | 3 Months Ended |
Mar. 31, 2020ft²PropertySegmentFacilityBed | |
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 | 50 |
Number of facilities owned by the company | 43 |
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 | 28 |
Number of beds at the center | Bed | 5,000 |
CoreCivic Properties | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of properties for lease to third parties and used by government agencies | Property | 57 |
Number of square feet | ft² | 3.3 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | Mar. 31, 2020USD ($) |
Accounting Standards Update 2016-13 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Charge to accumulated deficit | $ 1 |
Schedule of Financial Instrumen
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Note receivable from Agecroft Prison Management, LTD, Carrying Amount | $ 2,805 | $ 2,989 |
Debt, Carrying Amount | (2,297,529) | (1,986,865) |
Note receivable from Agecroft Prison Management, LTD, Fair Value | 3,767 | 3,949 |
Debt, Fair Value | $ (2,183,779) | $ (1,964,366) |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Establishment of goodwill | This goodwill was established in connection with multiple business combination transactions. | |
Goodwill | $ 50,537 | $ 50,537 |
CoreCivic Safety | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Goodwill | 7,900 | 7,900 |
CoreCivic Community | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Goodwill | $ 42,600 | $ 42,600 |
Real Estate Transactions - Addi
Real Estate Transactions - Additional Information (Detail) $ in Thousands, shares in Millions | Apr. 15, 2020USD ($)FacilityBed | Jan. 02, 2020USD ($)Propertyshares | Mar. 31, 2020USD ($)FacilityBed | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Jan. 24, 2018Bed |
Facility Activations Developments And Closures [Line Items] | ||||||
Number of properties acquired | Property | 28 | |||||
Purchase price of real estate | $ 83,200 | |||||
Cash payments to acquire properties | 7,700 | |||||
Debt assumed on acquisition of property | $ 52,200 | $ 52,217 | ||||
Conversion holding period of operating partnership units | 2 years | |||||
Operating partnership units description | one-for-one basis | |||||
Purchase price, net tangible assets | $ 77,400 | |||||
Purchase price, identifiable intangible assets | 7,500 | |||||
Purchase price, tenant improvements | $ 4,900 | |||||
Property and equipment, net of accumulated depreciation | $ 1,540,249 | $ 1,510,117 | ||||
Operating Expense | 362,315 | $ 345,832 | ||||
Impairment charge | $ 536 | |||||
Safety | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of beds at the facility | Bed | 73,000 | |||||
Community | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of beds at the center | Bed | 5,000 | |||||
Idled Correctional Facilities | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of facility | Facility | 5 | |||||
Idled Non-Core Facilities | Safety | ||||||
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 | |||||
Idled Residential Reentry Facility | CoreCivic Properties | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of beds at the facility | Bed | 430 | |||||
Number of facility | Facility | 3 | |||||
Net Carrying Value | $ 9,300 | |||||
Idle Facilities | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Operating Expense | $ 2,100 | $ 2,000 | ||||
Idle Facilities | Community | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of facility | Facility | 2 | |||||
Net Carrying Value | $ 6,000 | |||||
Number of beds at the center | Bed | 381 | |||||
Idle Facilities | Community | Subsequent Event | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of beds at the facility | Bed | 92 | |||||
Number of facilities sold | Facility | 1 | |||||
Gross sales price | $ 1,600 | |||||
Other Assets | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Financing receivable | $ 150,800 | |||||
Construction receivable | $ 137,700 | |||||
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 facility commenced in the first quarter of 2018, and construction was completed in January 2020, | |||||
Newly Formed Partnership | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Number of properties acquired | Property | 24 | |||||
GRES | ||||||
Facility Activations Developments And Closures [Line Items] | ||||||
Debt assumed on acquisition of property | $ 52,000 | |||||
Class A Common interest shares issued | shares | 1.3 | |||||
Percentage of voting control | 100.00% | |||||
Property and equipment, net of accumulated depreciation | $ 82,000 |
Idled Facilities and Respective
Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)Bed | Dec. 31, 2019USD ($) | |
Prairie Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,600 | |
Date Idled | 2010 | |
Net Carrying Value | $ | $ 14,668 | $ 14,863 |
Huerfano County Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 752 | |
Date Idled | 2010 | |
Net Carrying Value | $ | $ 16,108 | 16,266 |
Diamondback Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 2,160 | |
Date Idled | 2010 | |
Net Carrying Value | $ | $ 39,293 | 39,729 |
Marion Adjustment Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 826 | |
Date Idled | 2013 | |
Net Carrying Value | $ | $ 11,247 | 11,351 |
Kit Carson Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,488 | |
Date Idled | 2016 | |
Net Carrying Value | $ | $ 53,600 | 54,041 |
Idle Facilities | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 6,826 | |
Net Carrying Value | $ | $ 134,916 | $ 136,250 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 18, 2019 |
Debt Instrument [Line Items] | |||
Total debt | $ 2,297,529 | $ 1,986,865 | |
Unamortized debt issuance costs | (14,336) | (14,993) | |
Unamortized original issue discount | (11,875) | (12,500) | |
Current portion of long-term debt, net | (34,891) | (31,349) | |
Long-term debt, net | 2,236,427 | 1,928,023 | |
Term Loan A Due in April 2023 | |||
Debt Instrument [Line Items] | |||
Total debt | 187,500 | 190,000 | |
Unamortized debt issuance costs | (100) | (100) | |
Term Loan B Due in December 2024 | |||
Debt Instrument [Line Items] | |||
Total debt | 246,875 | 250,000 | $ 250,000 |
Unamortized debt issuance costs | (4,400) | (4,600) | |
Unamortized original issue discount | $ (12,500) | ||
Senior Notes 4.625% Due 2023 | |||
Debt Instrument [Line Items] | |||
Total debt | 350,000 | 350,000 | |
Unamortized debt issuance costs | (1,900) | (2,100) | |
Senior Notes 5.0% Due 2022 | |||
Debt Instrument [Line Items] | |||
Total debt | 250,000 | 250,000 | |
Unamortized debt issuance costs | (1,200) | (1,300) | |
Senior Notes 4.75% Due 2027 | |||
Debt Instrument [Line Items] | |||
Total debt | 250,000 | 250,000 | |
Unamortized debt issuance costs | (3,000) | (3,100) | |
Capital Commerce Center Non-Recourse Mortgage Note 4.5% Due 2033 | |||
Debt Instrument [Line Items] | |||
Total debt | 21,896 | 22,209 | |
Unamortized debt issuance costs | (300) | (300) | |
Lansing Correctional Center Non Recourse Mortgage Note 4.43% Due 2040 | |||
Debt Instrument [Line Items] | |||
Total debt | 159,522 | 159,522 | |
Unamortized debt issuance costs | (3,200) | (3,300) | |
SSA Baltimore Non Recourse Mortgage Note 4.5% Due 2034 | |||
Debt Instrument [Line Items] | |||
Total debt | 148,745 | 150,134 | |
Unamortized debt issuance costs | (200) | (200) | |
Government Real Estate Solutions Non-Recourse Mortgage Note 4.9% maturing November 2025 | |||
Debt Instrument [Line Items] | |||
Total debt | 51,991 | ||
Revolving Credit Facility | Revolving Credit Facility Due in April 2023 | |||
Debt Instrument [Line Items] | |||
Total debt | $ 631,000 | $ 365,000 |
Schedule of Debt Outstanding (P
Schedule of Debt Outstanding (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 18, 2019 | Apr. 17, 2018 | Oct. 31, 2017 | Sep. 30, 2015 | Apr. 30, 2013 | Mar. 31, 2020 | Jan. 02, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||||
Revolving Credit Facility maturity date | Apr. 30, 2023 | |||||||
Unamortized debt issuance costs | $ 14,336 | $ 14,993 | ||||||
Term Loan A Due in April 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate | 2.50% | 3.30% | ||||||
Debt maturity date | Apr. 30, 2023 | Apr. 30, 2023 | ||||||
Interest payable dates | Interest payable periodically at variable interest rates. | |||||||
Unamortized debt issuance costs | $ 100 | $ 100 | ||||||
Term Loan B Due in December 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate | 5.50% | 6.30% | ||||||
Debt maturity date | Dec. 31, 2024 | Dec. 31, 2024 | ||||||
Interest payable dates | Interest payable periodically at variable interest rates. | |||||||
Unamortized debt issuance costs | $ 4,400 | $ 4,600 | ||||||
Senior Notes 4.625% Due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 4.625% | 4.625% | ||||||
Debt maturity date | May 1, 2023 | May 31, 2023 | ||||||
Unamortized debt issuance costs | $ 1,900 | 2,100 | ||||||
Senior Notes 5.0% Due 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 5.00% | 5.00% | ||||||
Debt maturity date | Oct. 15, 2022 | Oct. 31, 2022 | ||||||
Unamortized debt issuance costs | $ 1,200 | 1,300 | ||||||
Senior Notes 4.75% Due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 4.75% | 4.75% | ||||||
Debt maturity date | Oct. 15, 2027 | Oct. 31, 2027 | ||||||
Unamortized debt issuance costs | $ 3,000 | 3,100 | ||||||
Capital Commerce Center Non-Recourse Mortgage Note 4.5% Due 2033 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 4.50% | |||||||
Debt maturity date | Jan. 31, 2033 | |||||||
Unamortized debt issuance costs | $ 300 | 300 | ||||||
Lansing Correctional Center 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 | $ 3,200 | 3,300 | ||||||
SSA Baltimore Non Recourse Mortgage Note 4.5% Due 2034 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 4.50% | |||||||
Debt maturity date | Feb. 28, 2034 | |||||||
Unamortized debt issuance costs | $ 200 | $ 200 | ||||||
Government Real Estate Solutions Non-Recourse Mortgage Note 4.9% maturing November 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 4.91% | 4.91% | ||||||
Debt maturity date | Nov. 30, 2025 | |||||||
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 | 2.40% | 3.30% | ||||||
Interest payable dates | Interest payable periodically at variable interest rates. |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jan. 02, 2020USD ($)Property | Dec. 18, 2019USD ($) | Aug. 23, 2018USD ($)ft² | Apr. 20, 2018USD ($) | Apr. 17, 2018USD ($) | Jan. 19, 2018USD ($)ft² | Oct. 31, 2017USD ($) | Sep. 30, 2015USD ($) | Apr. 30, 2013USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||
Debt maturity period | Apr. 30, 2023 | ||||||||||
Borrowings outstanding under credit facility | $ 631,000,000 | ||||||||||
Total debt | 2,297,529,000 | $ 1,986,865,000 | |||||||||
Debt Instrument outstanding balance | 2,297,529,000 | 1,986,865,000 | |||||||||
Unamortized original issue discount | 11,875,000 | 12,500,000 | |||||||||
Purchase price of real estate | $ 83,200,000 | ||||||||||
Business acquisition assumed in-place financing | $ 52,200,000 | 52,217,000 | |||||||||
Number of properties acquired | Property | 28 | ||||||||||
Newly Formed Partnership | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of properties acquired | Property | 24 | ||||||||||
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] | |||||||||||
Debt Instrument outstanding balance | 21,900,000 | ||||||||||
Debt instrument, term | 15 years | ||||||||||
Stated interest rate | 4.50% | ||||||||||
Capitalized loan costs | $ 400,000 | ||||||||||
Amount of acquisition financed with non-recourse mortgage note | $ 24,500,000 | ||||||||||
Mortgage note maturity date | 2033-01 | ||||||||||
Non-Recourse Senior Secured Notes | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt maturity date | Jan. 31, 2040 | ||||||||||
Debt Instrument outstanding balance | 159,500,000 | ||||||||||
Debt instrument, term | 20 years | ||||||||||
Aggregate principal amount | $ 159,500,000 | ||||||||||
Stated interest rate | 4.43% | ||||||||||
Expected project completion period | January 2020 | ||||||||||
Notes issuance costs | $ 3,400,000 | ||||||||||
Non-Recourse Senior Secured Notes | SSA-Baltimore | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt maturity date | Feb. 28, 2034 | ||||||||||
Debt Instrument outstanding balance | 148,700,000 | ||||||||||
Stated interest rate | 4.50% | ||||||||||
Area of Building Acquired | ft² | 541,000 | ||||||||||
Purchase price of real estate | $ 242,000,000 | ||||||||||
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 A Due in April 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | ||||||||||
Term Loan A Due in April 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 187,500,000 | ||||||||||
Debt maturity date | Apr. 30, 2023 | Apr. 30, 2023 | |||||||||
Debt Instrument outstanding balance | $ 187,500,000 | 190,000,000 | |||||||||
Term Loan B Due in December 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 246,900,000 | ||||||||||
Debt maturity date | Dec. 31, 2024 | Dec. 31, 2024 | |||||||||
Debt Instrument outstanding balance | $ 250,000,000 | $ 246,875,000 | 250,000,000 | ||||||||
Debt instrument, term | 5 years | ||||||||||
Percentage of loan to value of certain specified real property assets secured by a first lien | 80.00% | ||||||||||
Debt instrument, issued price percentage of principal | 95.00% | ||||||||||
Unamortized original issue discount | $ 12,500,000 | ||||||||||
Capitalized loan costs | $ 4,600,000 | ||||||||||
Debt instrument prepayment premium percentage | 1.00% | ||||||||||
Term Loan B Due in December 2024 | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, percentage points added to reference rate | 3.50% | ||||||||||
Term Loan B Due in December 2024 | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, percentage points added to reference rate | 4.50% | ||||||||||
Libor floor rate | 1.00% | ||||||||||
Senior Notes 4.125% Due 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 325,000,000 | ||||||||||
Stated interest rate | 4.125% | ||||||||||
Debt instrument redemption percentage of par | 100.00% | ||||||||||
Senior Notes 4.625% Due 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt maturity date | May 1, 2023 | May 31, 2023 | |||||||||
Debt Instrument outstanding balance | $ 350,000,000 | 350,000,000 | |||||||||
Aggregate principal amount | $ 350,000,000 | ||||||||||
Stated interest rate | 4.625% | 4.625% | |||||||||
Debt instrument redemption percentage of par | 100.00% | ||||||||||
Senior Notes 5.0% Due 2022 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt maturity date | Oct. 15, 2022 | Oct. 31, 2022 | |||||||||
Debt Instrument outstanding balance | $ 250,000,000 | 250,000,000 | |||||||||
Aggregate principal amount | $ 250,000,000 | ||||||||||
Stated interest rate | 5.00% | 5.00% | |||||||||
Debt instrument redemption percentage of par | 100.00% | ||||||||||
Senior Notes 4.75% Due 2027 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt maturity date | Oct. 15, 2027 | Oct. 31, 2027 | |||||||||
Debt Instrument outstanding balance | $ 250,000,000 | $ 250,000,000 | |||||||||
Aggregate principal amount | $ 250,000,000 | ||||||||||
Stated interest rate | 4.75% | 4.75% | |||||||||
Debt instrument redemption percentage of par | 100.00% | ||||||||||
Government Real Estate Solutions Non-Recourse Mortgage Note 4.9% maturing November 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 52,000,000 | ||||||||||
Debt maturity date | Nov. 30, 2025 | ||||||||||
Debt Instrument outstanding balance | $ 51,991,000 | ||||||||||
Stated interest rate | 4.91% | 4.91% | |||||||||
Purchase price of real estate | $ 83,200,000 | ||||||||||
Business acquisition assumed in-place financing | 52,200,000 | ||||||||||
Balloon payment | $ 46,200,000 | ||||||||||
Number of properties acquired | 28 | ||||||||||
Debt instrument fixed monthly payment maturity period | Nov. 30, 2025 | ||||||||||
Number of properties pledged | Property | 24 | ||||||||||
Government Real Estate Solutions Non-Recourse Mortgage Note 4.9% maturing November 2025 | Newly Formed Partnership | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of properties acquired | Property | 24 | ||||||||||
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 | $ 155,000,000 | ||||||||||
Sublimit for issuance of standby letters of credit | $ 50,000,000 | ||||||||||
Revolving Credit Facility letters of credit outstanding | $ 14,000,000 | ||||||||||
Percentage of capital stock of foreign subsidiary secured by pledge under Revolving Credit Facilities | 65.00% | ||||||||||
Revolving Credit Facility | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, percentage points added to reference rate | 0.50% | ||||||||||
Revolving Credit Facility | Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, percentage points added to reference rate | 0.00% | ||||||||||
Revolving Credit Facility | Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, percentage points added to reference rate | 1.00% | ||||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, percentage points added to reference rate | 1.50% | ||||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, percentage points added to reference rate | 1.00% | ||||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, percentage points added to reference rate | 2.00% | ||||||||||
Revolving Credit Facility | 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, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
2020 (remainder) | $ 24,701 | |
2021 | 40,047 | |
2022 | 293,990 | |
2023 | 1,171,170 | |
2024 | 196,044 | |
Thereafter | 571,577 | |
Total debt | $ 2,297,529 | $ 1,986,865 |
Declared Common Stock Dividends
Declared Common Stock Dividends (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Dividends Payable [Line Items] | ||
Per Share | $ 0.44 | $ 0.44 |
Dividend Payment 1st | ||
Dividends Payable [Line Items] | ||
Declaration Date | Feb. 21, 2019 | |
Record Date | Apr. 1, 2019 | |
Payable Date | Apr. 15, 2019 | |
Per Share | $ 0.44 | |
Dividend Payment 2nd | ||
Dividends Payable [Line Items] | ||
Declaration Date | May 16, 2019 | |
Record Date | Jul. 1, 2019 | |
Payable Date | Jul. 16, 2019 | |
Per Share | $ 0.44 | |
Dividend Payment 3rd | ||
Dividends Payable [Line Items] | ||
Declaration Date | Aug. 15, 2019 | |
Record Date | Oct. 1, 2019 | |
Payable Date | Oct. 15, 2019 | |
Per Share | $ 0.44 | |
Dividend Payment 4th | ||
Dividends Payable [Line Items] | ||
Declaration Date | Dec. 12, 2019 | |
Record Date | Jan. 6, 2020 | |
Payable Date | Jan. 15, 2020 | |
Per Share | $ 0.44 | |
Dividend Payment 5th | ||
Dividends Payable [Line Items] | ||
Declaration Date | Feb. 20, 2020 | |
Record Date | Apr. 1, 2020 | |
Payable Date | Apr. 15, 2020 | |
Per Share | $ 0.44 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Common stock options outstanding | 0.5 | ||
Weighted average exercise price per share of common stock outstanding | $ 21.88 | ||
Restricted stock based awards | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Fair value of restricted common stock units issued by CoreCivic to certain of its employees and non-employee directors | $ 20.7 | $ 20.1 | |
Vesting description | The RSUs awarded to officers and executive officers in 2019 and 2020 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 for the 2019 awards, and December 31, 2020, 2021, and 2022 for the 2020 awards, 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 or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2021 and 2022 have not yet been established, the values of the third RSU increment of the 2019 awards and of the second and third increments of the 2020 awards 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% | ||
Allocated share-based compensation expense | $ 4.6 | $ 3.8 | |
Restricted common stock units remained outstanding and subject to vesting | 2 | ||
Restricted stock based awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Increase decrease in vesting percentage based on shareholder return relative to peer group | 80.00% | ||
Restricted stock based awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Increase decrease in vesting percentage based on shareholder return relative to peer group | 120.00% | ||
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 | $ 4.1 | 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 | 1.2 | 0.9 | |
Restricted stock based awards | Employees And Non Employee Directors | General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Restricted common stock units issued by CoreCivic | 1.1 | 0.8 | |
Restricted stock based awards | Employee | Operating | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Restricted common stock units issued by CoreCivic | 0.1 | 0.1 | |
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, 2020 | Mar. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income attributable to common stockholders, Basic | $ 32,057 | $ 49,340 |
Net income attributable to common stockholders, Diluted | 32,057 | 49,340 |
Net income attributable to non-controlling interest, Diluted | 1,181 | |
Diluted net income attributable to common stockholders | $ 33,238 | $ 49,340 |
Weighted average common shares outstanding, Basic | 119,336 | 118,836 |
Weighted average common shares outstanding, Basic | 119,336 | 118,836 |
Non-controlling interest – Operating Partnership Units | 1,342 | |
Weighted average shares and assumed conversions | 120,725 | 118,918 |
BASIC EARNINGS PER SHARE | $ 0.27 | $ 0.42 |
DILUTED EARNINGS PER SHARE | $ 0.27 | $ 0.41 |
Stock options | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities | 36 | |
Restricted stock based awards | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities | 47 | 46 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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 | 0.6 | 0.5 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Minimum Distribution Percentage of Taxable Income to Qualify for Real Estate Investment Trust | 90.00% | ||
Income tax expense | $ 3,776,000 | $ 2,484,000 | |
Lease expiration term | 20 years | ||
Liabilities for uncertain tax positions | $ 0 | $ 0 | |
Lansing Correctional Facility | |||
Income Taxes [Line Items] | |||
Income tax expense deferred during construction period | 3,100,000 | ||
Deferred tax asset revalued upon conversion of TRS to QRS | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020PropertySegmentFacility | |
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 | 50 |
Number of facilities owned by the company | 43 |
CoreCivic Community | |
Segment Reporting Information [Line Items] | |
Number of centers owned and operated by company | 28 |
CoreCivic Properties | |
Segment Reporting Information [Line Items] | |
Number of properties for lease to third parties and used by government agencies | Property | 57 |
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, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 491,101 | $ 484,064 |
Operating expenses | 362,315 | 345,832 |
Operating income | 59,019 | 73,264 |
General and administrative | (31,279) | (29,445) |
Depreciation and amortization | (37,952) | (35,523) |
Asset impairments | (536) | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 491,043 | 483,996 |
Operating expenses | 362,140 | 345,743 |
Operating income | 128,903 | 138,253 |
Operating Segments | Safety | ||
Segment Reporting Information [Line Items] | ||
Revenue | 437,765 | 434,318 |
Operating expenses | 330,737 | 316,595 |
Operating income | 107,028 | 117,723 |
Operating Segments | Community | ||
Segment Reporting Information [Line Items] | ||
Revenue | 30,599 | 30,566 |
Operating expenses | 24,449 | 23,496 |
Operating income | 6,150 | 7,070 |
Operating Segments | CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Revenue | 22,679 | 19,112 |
Operating expenses | 6,954 | 5,652 |
Operating income | 15,725 | 13,460 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Other operating expense | (175) | (89) |
General and administrative | (31,279) | (29,445) |
Depreciation and amortization | (37,952) | (35,523) |
Asset impairments | (536) | |
Segment Reconciling Items | Other Revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 58 | $ 68 |
Summary of Capital Expenditures
Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 105,338 | $ 40,794 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 6,677 | 19,956 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 654 | 1,463 |
CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 95,949 | 15,903 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 2,058 | $ 3,472 |
Schedule of Total Assets (Detai
Schedule of Total Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 4,078,799 | $ 3,791,631 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,553,970 | 2,606,127 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total assets | 266,106 | 275,882 |
CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Total assets | 789,322 | 682,249 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 469,401 | $ 227,373 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheet (Unaudited) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||||
Cash and cash equivalents | $ 335,491 | $ 92,120 | ||
Restricted cash | 16,850 | 26,973 | ||
Accounts receivable, net of allowance | 272,598 | 280,785 | ||
Prepaid expenses and other current assets | 34,962 | 35,507 | ||
Total current assets | 659,901 | 435,385 | ||
Real estate and related assets: | ||||
Property and equipment, net | 2,758,682 | 2,700,107 | ||
Other real estate assets | 235,691 | 238,637 | ||
Goodwill | 50,537 | 50,537 | ||
Non-current deferred tax assets | 13,663 | 16,058 | ||
Other assets | 360,325 | 350,907 | ||
Total assets | 4,078,799 | 3,791,631 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 318,365 | 337,462 | ||
Current portion of long-term debt, net | 34,891 | 31,349 | ||
Total current liabilities | 353,256 | 368,811 | ||
Long-term debt, net | 2,236,427 | 1,928,023 | ||
Deferred revenue | 9,061 | 12,469 | ||
Other liabilities | 101,379 | 105,579 | ||
Total liabilities | 2,700,123 | 2,414,882 | ||
Total equity | 1,378,676 | 1,376,749 | $ 1,382,414 | $ 1,415,059 |
Total liabilities and equity | 4,078,799 | 3,791,631 | ||
Reportable Legal Entities | Parent | ||||
ASSETS | ||||
Cash and cash equivalents | 309,497 | 45,427 | ||
Restricted cash | 300 | |||
Accounts receivable, net of allowance | 129,398 | 154,533 | ||
Prepaid expenses and other current assets | 3,537 | 3,084 | ||
Total current assets | 442,732 | 203,044 | ||
Real estate and related assets: | ||||
Property and equipment, net | 2,217,045 | 2,226,822 | ||
Other real estate assets | 235,691 | 238,637 | ||
Goodwill | 35,425 | 35,425 | ||
Other assets | 622,709 | 606,718 | ||
Total assets | 3,553,602 | 3,310,646 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 265,908 | 261,588 | ||
Current portion of long-term debt, net | 25,353 | 23,776 | ||
Total current liabilities | 291,261 | 285,364 | ||
Long-term debt, net | 1,889,449 | 1,629,745 | ||
Non-current deferred tax liabilities | 343 | 478 | ||
Other liabilities | 17,144 | 18,310 | ||
Total liabilities | 2,198,197 | 1,933,897 | ||
Total equity | 1,355,405 | 1,376,749 | ||
Total liabilities and equity | 3,553,602 | 3,310,646 | ||
Reportable Legal Entities | Combined Subsidiary Guarantors | ||||
ASSETS | ||||
Cash and cash equivalents | 24,962 | 45,309 | ||
Restricted cash | 6 | 7 | ||
Accounts receivable, net of allowance | 564,083 | 545,291 | ||
Prepaid expenses and other current assets | 33,864 | 32,600 | ||
Total current assets | 622,915 | 623,207 | ||
Real estate and related assets: | ||||
Property and equipment, net | 260,491 | 272,888 | ||
Goodwill | 15,112 | 15,112 | ||
Non-current deferred tax assets | 14,006 | 14,125 | ||
Other assets | 126,733 | 136,125 | ||
Total assets | 1,039,257 | 1,061,457 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 364,841 | 396,703 | ||
Total current liabilities | 364,841 | 396,703 | ||
Long-term debt, net | 114,706 | 114,682 | ||
Deferred revenue | 9,061 | 12,469 | ||
Other liabilities | 80,654 | 87,269 | ||
Total liabilities | 569,262 | 611,123 | ||
Total equity | 469,995 | 450,334 | ||
Total liabilities and equity | 1,039,257 | 1,061,457 | ||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 1,032 | 1,384 | ||
Restricted cash | 16,544 | 26,966 | ||
Accounts receivable, net of allowance | (9,483) | 86 | ||
Prepaid expenses and other current assets | 1,637 | 3,966 | ||
Total current assets | 9,730 | 32,402 | ||
Real estate and related assets: | ||||
Property and equipment, net | 281,146 | 200,397 | ||
Non-current deferred tax assets | 2,411 | |||
Other assets | 192,860 | 173,268 | ||
Total assets | 483,736 | 408,478 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 103,058 | 102,404 | ||
Current portion of long-term debt, net | 9,538 | 7,573 | ||
Total current liabilities | 112,596 | 109,977 | ||
Long-term debt, net | 347,272 | 298,596 | ||
Other liabilities | 3,581 | |||
Total liabilities | 463,449 | 408,573 | ||
Total equity | 20,287 | (95) | ||
Total liabilities and equity | 483,736 | 408,478 | ||
Consolidating Adjustments and Other | ||||
ASSETS | ||||
Accounts receivable, net of allowance | (411,400) | (419,125) | ||
Prepaid expenses and other current assets | (4,076) | (4,143) | ||
Total current assets | (415,476) | (423,268) | ||
Real estate and related assets: | ||||
Non-current deferred tax assets | (343) | (478) | ||
Other assets | (581,977) | (565,204) | ||
Total assets | (997,796) | (988,950) | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | (415,442) | (423,233) | ||
Total current liabilities | (415,442) | (423,233) | ||
Long-term debt, net | (115,000) | (115,000) | ||
Non-current deferred tax liabilities | (343) | (478) | ||
Total liabilities | (530,785) | (538,711) | ||
Total equity | (467,011) | (450,239) | ||
Total liabilities and equity | $ (997,796) | $ (988,950) |
Condensed Consolidating Stateme
Condensed Consolidating Statement of Operations (Unaudited) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Financial Statements, Captions [Line Items] | ||
REVENUES | $ 491,101 | $ 484,064 |
EXPENSES: | ||
Operating | 362,315 | 345,832 |
General and administrative | 31,279 | 29,445 |
Depreciation and amortization | 37,952 | 35,523 |
Asset impairments | 536 | |
Costs and Expenses, Total | 432,082 | 410,800 |
OPERATING INCOME | 59,019 | 73,264 |
OTHER (INCOME) EXPENSE: | ||
Interest expense, net | 22,538 | 21,436 |
Other (income) expense | (533) | 4 |
Total non-operating expense (income) | 22,005 | 21,440 |
INCOME BEFORE INCOME TAXES | 37,014 | 51,824 |
Income tax expense | (3,776) | (2,484) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 33,238 | 49,340 |
NET INCOME | 33,238 | 49,340 |
Net income attributable to non-controlling interest | (1,181) | |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | 32,057 | 49,340 |
Reportable Legal Entities | Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
REVENUES | 336,062 | 335,212 |
EXPENSES: | ||
Operating | 267,851 | 257,493 |
General and administrative | 10,168 | 10,028 |
Depreciation and amortization | 23,483 | 23,284 |
Asset impairments | 404 | |
Costs and Expenses, Total | 301,906 | 290,805 |
OPERATING INCOME | 34,156 | 44,407 |
OTHER (INCOME) EXPENSE: | ||
Interest expense, net | 19,123 | 18,286 |
Other (income) expense | (490) | (68) |
Total non-operating expense (income) | 18,633 | 18,218 |
INCOME BEFORE INCOME TAXES | 15,523 | 26,189 |
Income tax expense | (275) | (529) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 15,248 | 25,660 |
Income from equity in subsidiaries | 17,990 | 23,680 |
NET INCOME | 33,238 | 49,340 |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | 33,238 | |
Reportable Legal Entities | Combined Subsidiary Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
REVENUES | 405,482 | 392,077 |
EXPENSES: | ||
Operating | 350,872 | 334,995 |
General and administrative | 21,111 | 19,417 |
Depreciation and amortization | 11,310 | 10,315 |
Asset impairments | 132 | |
Costs and Expenses, Total | 383,425 | 364,727 |
OPERATING INCOME | 22,057 | 27,350 |
OTHER (INCOME) EXPENSE: | ||
Interest expense, net | 1,638 | 1,453 |
Other (income) expense | (75) | 40 |
Total non-operating expense (income) | 1,563 | 1,493 |
INCOME BEFORE INCOME TAXES | 20,494 | 25,857 |
Income tax expense | (416) | (1,955) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 20,078 | 23,902 |
NET INCOME | 20,078 | 23,902 |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | 20,078 | |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
REVENUES | 9,047 | 5,723 |
EXPENSES: | ||
Operating | 3,082 | 2,292 |
Depreciation and amortization | 3,159 | 1,924 |
Costs and Expenses, Total | 6,241 | 4,216 |
OPERATING INCOME | 2,806 | 1,507 |
OTHER (INCOME) EXPENSE: | ||
Interest expense, net | 1,777 | 1,697 |
Other (income) expense | 32 | 32 |
Total non-operating expense (income) | 1,809 | 1,729 |
INCOME BEFORE INCOME TAXES | 997 | (222) |
Income tax expense | (3,085) | |
INCOME BEFORE EQUITY IN SUBSIDIARIES | (2,088) | (222) |
NET INCOME | (2,088) | (222) |
Net income attributable to non-controlling interest | (1,181) | |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | (3,269) | |
Consolidating Adjustments and Other | ||
Condensed Financial Statements, Captions [Line Items] | ||
REVENUES | (259,490) | (248,948) |
EXPENSES: | ||
Operating | (259,490) | (248,948) |
Costs and Expenses, Total | (259,490) | (248,948) |
OTHER (INCOME) EXPENSE: | ||
Income from equity in subsidiaries | (17,990) | (23,680) |
NET INCOME | (17,990) | $ (23,680) |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (17,990) |
Condensed Consolidating State_2
Condensed Consolidating Statement of Cash Flows (Unaudited) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | $ 75,377 | $ 77,823 |
Net cash provided by (used in) investing activities | (42,069) | (78,000) |
Net cash provided by (used in) financing activities | 199,940 | (20,560) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 233,248 | (20,737) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 119,093 | 74,137 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 352,341 | 53,400 |
Reportable Legal Entities | Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 82,070 | 54,278 |
Net cash provided by (used in) investing activities | (18,520) | 16,075 |
Net cash provided by (used in) financing activities | 200,820 | (81,242) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 264,370 | (10,889) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 45,427 | 11,109 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 309,797 | 220 |
Reportable Legal Entities | Combined Subsidiary Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | (15,566) | 20,642 |
Net cash provided by (used in) investing activities | (5,265) | (71,605) |
Net cash provided by (used in) financing activities | 483 | 30,664 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (20,348) | (20,299) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 45,316 | 40,348 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 24,968 | 20,049 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 8,873 | 2,903 |
Net cash provided by (used in) investing activities | (18,284) | (22,280) |
Net cash provided by (used in) financing activities | (1,363) | 29,828 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (10,774) | 10,451 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 28,350 | 22,680 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ 17,576 | 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 |