Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
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 | 119,634,216 | |
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 | Sep. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 282,462 | $ 92,120 |
Restricted cash | 11,227 | 26,973 |
Accounts receivable, net of credit loss reserve of $6,148 and $3,217, respectively | 264,745 | 280,785 |
Prepaid expenses and other current assets | 35,553 | 35,507 |
Total current assets | 593,987 | 435,385 |
Real estate and related assets: | ||
Property and equipment, net of accumulated depreciation of $1,554,233 and $1,510,117, respectively | 2,703,475 | 2,700,107 |
Other real estate assets | 230,067 | 238,637 |
Goodwill | 48,569 | 50,537 |
Non-current deferred tax assets | 11,583 | 16,058 |
Other assets | 453,522 | 350,907 |
Total assets | 4,041,203 | 3,791,631 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 278,732 | 337,462 |
Current portion of long-term debt | 38,644 | 31,349 |
Total current liabilities | 317,376 | 368,811 |
Long-term debt, net | 2,043,692 | 1,928,023 |
Deferred revenue | 13,741 | 12,469 |
Other liabilities | 230,402 | 105,579 |
Total liabilities | 2,605,211 | 2,414,882 |
Commitments and contingencies | ||
Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 0 | 0 |
Common stock – $0.01 par value; 300,000 shares authorized; 119,634 and 119,096 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 1,196 | 1,191 |
Additional paid-in capital | 1,831,241 | 1,821,810 |
Accumulated deficit | (419,716) | (446,252) |
Total stockholders' equity | 1,412,721 | 1,376,749 |
Non-controlling interest – operating partnership | 23,271 | |
Total equity | 1,435,992 | 1,376,749 |
Total liabilities and equity | $ 4,041,203 | $ 3,791,631 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts receivable, credit loss reserve | $ 6,148 | $ 3,217 |
Accumulated depreciation | $ 1,554,233 | $ 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 | 119,634,000 | 119,096,000 |
Common stock, shares outstanding | 119,634,000 | 119,096,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES | $ 468,266 | $ 508,522 | $ 1,432,008 | $ 1,482,880 |
EXPENSES: | ||||
Operating | 347,927 | 368,735 | 1,063,169 | 1,060,246 |
General and administrative | 35,883 | 32,038 | 97,307 | 94,847 |
Depreciation and amortization | 37,865 | 36,654 | 114,436 | 107,768 |
Contingent consideration for acquisition of businesses | 620 | 620 | ||
Asset impairments | 805 | 13,058 | 4,706 | |
Costs and Expenses, Total | 423,100 | 437,427 | 1,288,590 | 1,267,567 |
OPERATING INCOME | 45,166 | 71,095 | 143,418 | 215,313 |
OTHER (INCOME) EXPENSE: | ||||
Interest expense, net | 20,193 | 20,975 | 63,727 | 63,073 |
Other (income) expense | (2,113) | (360) | (5,633) | (614) |
Total non-operating expense (income) | 18,080 | 20,615 | 58,094 | 62,459 |
INCOME BEFORE INCOME TAXES | 27,086 | 50,480 | 85,324 | 152,854 |
Income tax expense | (369) | (1,486) | (3,183) | (5,942) |
NET INCOME | 26,717 | 48,994 | 82,141 | 146,912 |
Net income attributable to non-controlling interest | (1,181) | |||
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 26,717 | $ 48,994 | $ 80,960 | $ 146,912 |
BASIC EARNINGS PER SHARE | $ 0.22 | $ 0.41 | $ 0.68 | $ 1.23 |
DILUTED EARNINGS PER SHARE | $ 0.22 | $ 0.41 | $ 0.68 | $ 1.23 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 82,141 | $ 146,912 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 114,436 | 107,768 |
Asset impairments | 13,058 | 4,706 |
Amortization of debt issuance costs and other non-cash interest | 4,136 | 2,566 |
Deferred income taxes | 4,475 | (4,004) |
Non-cash revenue and other income | (7,673) | (8,594) |
Non-cash equity compensation | 13,011 | 12,715 |
Other expenses and non-cash items | 5,706 | 9,135 |
Changes in assets and liabilities, net: | ||
Accounts receivable, prepaid expenses and other assets | 15,179 | (8,014) |
Accounts payable, accrued expenses and other liabilities | 36,519 | 41,110 |
Income taxes payable | 525 | (228) |
Net cash provided by operating activities | 281,513 | 304,072 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for facility development and expansions | (26,566) | (122,078) |
Expenditures for other capital improvements | (33,545) | (35,635) |
Acquisitions, net of cash acquired | (8,849) | (39,290) |
Proceeds from sale of assets | 13,321 | 4,291 |
Increase in other assets | (7,751) | (5,342) |
Net cash used in investing activities | (63,390) | (198,054) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt and borrowings from credit facility | 374,000 | 428,564 |
Scheduled principal repayments | (23,669) | (9,937) |
Principal repayments of credit facility | (283,000) | (358,000) |
Payment of debt issuance and other refinancing and related costs | (903) | (115) |
Payment of lease obligations for financing leases | (407) | (403) |
Contingent consideration for acquisition of businesses | (7,398) | |
Dividends paid | (105,973) | (157,133) |
Purchase and retirement of common stock | (3,575) | (3,530) |
Proceeds from exercise of stock options | 875 | |
Net cash used in financing activities | (43,527) | (107,077) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 174,596 | (1,059) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 119,093 | 74,137 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 293,689 | 73,078 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Debt assumed on acquisition of property portfolio | 52,217 | |
Establishment of right of use assets and lease liabilities | 116,092 | 104,720 |
Cash paid during the period for: | ||
Interest (net of amounts capitalized of $0.5 million and $4.3 million in 2020 and 2019, respectively) | 56,430 | 47,937 |
Income taxes paid | $ 1,252 | $ 12,253 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Interest, capitalized interest | $ 0.5 | $ 4.3 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect Period of Adoption Adjustment | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect Period of Adoption Adjustment | Total Stockholders' Equity | Total Stockholders' EquityCumulative Effect Period of Adoption Adjustment | 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 | ||||||||
Balance at Mar. 31, 2019 | 1,382,414 | $ (29,940) | $ 1,191 | 1,808,147 | (426,924) | $ (29,940) | |||
Balance (in shares) at Mar. 31, 2019 | 119,068 | ||||||||
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 | 146,912 | ||||||||
Balance at Sep. 30, 2019 | 1,383,201 | $ 1,191 | 1,817,258 | (435,248) | |||||
Balance (in shares) at Sep. 30, 2019 | 119,096 | ||||||||
Balance at Mar. 31, 2019 | 1,382,414 | (29,940) | $ 1,191 | 1,808,147 | (426,924) | (29,940) | |||
Balance (in shares) at Mar. 31, 2019 | 119,068 | ||||||||
Net income | 48,578 | 48,578 | |||||||
Retirement of common stock | (460) | (460) | |||||||
Retirement of common stock (in shares) | (21) | ||||||||
Dividends declared on common stock | (52,865) | (52,865) | |||||||
Restricted stock compensation, net of forfeitures | 4,256 | 4,256 | |||||||
Restricted stock grants (in shares) | 3 | ||||||||
Stock options exercised | 668 | 668 | |||||||
Stock options exercised (in shares) | 46 | ||||||||
Balance at Jun. 30, 2019 | 1,382,591 | $ 1,191 | 1,812,611 | (431,211) | |||||
Balance (in shares) at Jun. 30, 2019 | 119,096 | ||||||||
Net income | 48,994 | 48,994 | |||||||
Dividends declared on common stock | (53,031) | (53,031) | |||||||
Restricted stock compensation, net of forfeitures | 4,647 | 4,647 | |||||||
Balance at Sep. 30, 2019 | 1,383,201 | $ 1,191 | 1,817,258 | (435,248) | |||||
Balance (in shares) at Sep. 30, 2019 | 119,096 | ||||||||
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 | ||||||||
Balance at Mar. 31, 2020 | 1,378,676 | (1,036) | $ 1,196 | 1,822,855 | (468,646) | (1,036) | 1,355,405 | $ (1,036) | 23,271 |
Contributions to operating partnership | 23,271 | 23,271 | |||||||
Distributions to non-controlling interest | (1,181) | (1,181) | |||||||
Balance (in shares) at Mar. 31, 2020 | 119,629 | ||||||||
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 | 82,141 | ||||||||
Balance at Sep. 30, 2020 | 1,435,992 | $ 1,196 | 1,831,241 | (419,716) | 1,412,721 | 23,271 | |||
Balance (in shares) at Sep. 30, 2020 | 119,634 | ||||||||
Balance at Mar. 31, 2020 | 1,378,676 | $ (1,036) | $ 1,196 | 1,822,855 | (468,646) | $ (1,036) | 1,355,405 | $ (1,036) | 23,271 |
Balance (in shares) at Mar. 31, 2020 | 119,629 | ||||||||
Net income | 22,186 | 22,186 | 22,186 | ||||||
Restricted stock compensation, net of forfeitures | 4,319 | 4,319 | 4,319 | ||||||
Restricted stock grants (in shares) | 2 | ||||||||
Balance at Jun. 30, 2020 | 1,405,181 | $ 1,196 | 1,827,174 | (446,460) | 1,381,910 | 23,271 | |||
Balance (in shares) at Jun. 30, 2020 | 119,631 | ||||||||
Net income | 26,717 | 26,717 | 26,717 | ||||||
Retirement of common stock | (15) | (15) | (15) | ||||||
Retirement of common stock (in shares) | (2) | ||||||||
Reductions in dividends on RSUs | 27 | 27 | 27 | ||||||
Restricted stock compensation, net of forfeitures | 4,082 | 4,082 | 4,082 | ||||||
Restricted stock grants (in shares) | 5 | ||||||||
Balance at Sep. 30, 2020 | $ 1,435,992 | $ 1,196 | $ 1,831,241 | $ (419,716) | $ 1,412,721 | $ 23,271 | |||
Balance (in shares) at Sep. 30, 2020 | 119,634 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Dividends declared on common stock, per share | $ 0.44 | $ 0.44 | $ 0.44 | $ 0.44 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 9 Months Ended |
Sep. 30, 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 September 30, 2020, through its CoreCivic Safety segment, the Company operated 49 correctional and detention facilities, 42 of which the Company owned, with a total design capacity of approximately 72,000 beds. Through its CoreCivic Community segment, the Company owned and operated 27 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, through its CoreCivic Properties segment, the Company owned 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 enables 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. On June 17, 2020, the Company announced that its Board of Directors ("BOD") was evaluating corporate structure and capital allocation alternatives. Concurrently, the BOD suspended the Company's quarterly dividend while it assessed how best to use its free cash flow to build shareholder value, maintain service excellence, and offer and implement unique solutions for its government partners and the communities in which it serves. On August 5, 2020, the Company announced that the BOD concluded its analysis and unanimously approved a plan to revoke the Company's REIT election and become a taxable C Corporation, effective January 1, 2021. As a result, the Company will no longer be required to operate under REIT rules, including the requirement to distribute at least 90% of its taxable income to its stockholders, which will provide the Company with greater flexibility to use its free cash flow. Beginning January 1, 2021, the Company will be subject to federal and state income taxes on its taxable income at applicable tax rates, and will no longer be entitled to a tax deduction for dividends paid. The Company will continue to operate as a REIT for the remainder of the 2020 tax year, and existing REIT requirements and limitations, including those established by the Company’s organizational documents, will remain in place until January 1, 2021. The BOD also announced that the Company is discontinuing its quarterly dividend and prioritizing the allocation of the Company’s free cash flow to debt reduction . |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 September 30, 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): September 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,918 $ 3,815 $ 2,989 $ 3,949 Debt $ (2,106,413 ) $ (2,056,929 ) $ (1,986,865 ) $ (1,964,366 ) |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 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 $48.6 million and $50.5 million as of September 30, 2020 and December 31, 2019, respectively. Of this amount, goodwill was $6.0 million and $7.9 million as of September 30, 2020 and December 31, 2019, respectively, for the Company's CoreCivic Safety segment, and was $ 42.6 million 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 more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a quantitative impairment test. 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 valuation approach 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. During the third quarter of 2020, the Company provided notice to the local county customers at two managed-only facilities of its intent to terminate the contracts. The Company expects to transition operations of the 1,046-bed Silverdale Detention Center in December 2020 and transitioned operations at the 1,348-bed Metro-Davidson County Detention Facility in October 2020. As a result of these expected contract terminations, during the second quarter of 2020, the Company recognized goodwill impairments of $2.0 million associated with these two managed-only facilities' reporting units. The Company has continued to monitor the impact of the novel coronavirus ("COVID-19") with respect to the projections and assumptions used for its annual assessment performed in the fourth quarter of 2019. As of September 30, 2020, the Company concluded that it is more likely than not that the fair value of the reporting units exceeded their carrying values (with the exception of the impact of the contract terminations discussed above on two managed-only reporting units). |
REAL ESTATE TRANSACTIONS
REAL ESTATE TRANSACTIONS | 9 Months Ended |
Sep. 30, 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 September 30, 2020, the financing receivable was $149.7 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, $137.7 million was recognized in Other Assets on the consolidated balance sheet. The cash payments associated with the construction of the project were reported as expenditures for facility development and expansions on the consolidated statements of cash flows. Operating Leasing Transactions In September 2020, the term of the amended inter-governmental service agreement ("IGSA") between the city of Dilley, Texas and U.S. Immigration and Customs Enforcement ("ICE") to care for up to 2,400 individuals at the South Texas Family Residential Center, a facility the Company leases in Dilley, Texas, was extended from September 2021 to September 2026. ICE's termination rights, which permit ICE to terminate the agreement for convenience or non-appropriation of funds, without penalty, by providing the Company with at least a 60-day notice, were unchanged under the extension. Concurrent with the extension of the amended IGSA, the lease with the third-party lessor for the site was also extended through September 2026. Other terms of the extended lease agreement were unchanged and provide the Company with the ability to terminate the lease if ICE terminates the amended IGSA associated with the facility. As a result of the lease modification, the Company re-measured the lease liability at the effective date of the modification, and recognized a corresponding adjustment to increase the right-of-use asset amounting to $116.0 million. Idle Facilities As of September 30, 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 September 30, December 31, Facility Capacity Idled 2020 2019 Prairie Correctional Facility 1,600 2010 $ 14,277 $ 14,863 Huerfano County Correctional Center 752 2010 16,062 16,266 Diamondback Correctional Facility 2,160 2010 38,421 39,729 Marion Adjustment Center 826 2013 11,148 11,351 Kit Carson Correctional Center 1,488 2016 52,712 54,041 6,826 $ 132,620 $ 136,250 As of September 30, 2020, CoreCivic incurred approximately $2.1 million and $1.9 million in operating expenses at these idled facilities for the period they were idle during the three months ended September 30, 2020 and 2019, respectively. CoreCivic incurred approximately $6.1 million and $5.4 million in operating expenses at these idled facilities for the period they were idle during the nine months ended September 30, 2020 and 2019, respectively. On April 15, 2020, CoreCivic sold an idled facility in its Community segment, containing 92 beds, for a gross sales price of $1.6 million. In anticipation of the 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. On May 26, 2020, CoreCivic sold an idled non-core facility in its Safety segment, containing 200 beds with a net book value of $0.5 million, for net proceeds of $3.3 million. The gain on the sale of $2.8 million was recognized in the second quarter of 2020 and reflected in other income on the consolidated statement of operations. On September 15, 2020, CoreCivic announced that it had entered into a new contract under an IGSA between the city of Cushing, Oklahoma and the U.S. Marshals Service to utilize the Company's 1,692-bed Cimarron Correctional Facility in the CoreCivic Safety segment. The Company had previously announced its intention to idle the Cimarron facility during the third quarter of 2020, predominately due to a lower number of inmate populations from the state of Oklahoma resulting from COVID-19, combined with the consequential impact of COVID-19 on the State's budget. The new management contract commenced on September 15, 2020, and has an initial term of three years, with unlimited 24-month extension options thereafter upon mutual agreement. As of September 30, 2020, the net book value of the Cimarron facility was $73.3 million. Also as a result of the lower resident populations from the state of Oklahoma and the impact of COVID-19, CoreCivic Community transferred the remaining resident populations at its 390-bed Tulsa Transitional Center to Oklahoma's system, idling the Tulsa facility during the third quarter of 2020. Closure of the Tulsa facility followed the closure of the 200-bed Oklahoma City Transitional Center during the second quarter of 2020, and the 289-bed Turley Residential Center in Oklahoma in 2019. During the fourth quarter of 2020, the Federal Bureau of Prisons ("BOP") awarded a new contract to CoreCivic for residential reentry and home confinement services pursuant to a solicitation for capacity and services to be provided in the state of Oklahoma. As a result, CoreCivic expects to reactivate the Turley Residential Center during the first quarter of 2021, and provide the BOP additional reentry services at its owned and operated Oklahoma Reentry Opportunity Center (formerly known as the Carver Transitional Center) in Oklahoma which will supplement the existing utilization by the state of Oklahoma. 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 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. The fair value measurement for the Oklahoma residential reentry facility was estimated using unobservable Level 3 inputs, as defined in ASC 820, using market comparable data for similar properties in the local market . |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2020 | |
DEBT | 5. DEBT Debt outstanding as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, 2020 2019 Revolving Credit Facility maturing April 2023 periodically at variable interest rates. The weighted average rate at September 30, 2020 and December 31, 2019 was 1.7% and 3.3%, respectively. $ 456,000 $ 365,000 Term Loan A maturing April 2023 variable interest rates. The rate at September 30, 2020 and December 31, 2019 was 1.6% and 3.3%, respectively. Unamortized debt issuance costs amounted to $0.1 million at both September 30, 2020 and December 31, 2019. 182,500 190,000 Term Loan B maturing December 2024 at variable interest rates. The rate at September 30, 2020 and December 31, 2019 was 5.5% and 6.3%, respectively. Unamortized debt issuance costs amounted to $4.3 million and $4.6 million at September 30, 2020 and December 31, 2019, respectively. 240,625 250,000 4.625% Senior Notes maturing May 2023 costs amounted to $1.6 million and $2.1 million at September 30, 2020 and December 31, 2019, respectively. 350,000 350,000 5.0% Senior Notes maturing October 2022 costs amounted to $1.0 million and $1.3 million at September 30, 2020 and December 31, 2019, respectively. 250,000 250,000 4.75% Senior Notes maturing October 2027 costs amounted to $2.8 million and $3.1 million at September 30, 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 September 30, 2020 and December 31, 2019. 21,258 22,209 4.43% Lansing Correctional Center Non-Recourse Mortgage Note maturing January 2040 to $3.2 million and $3.3 million at September 30, 2020 and December 31, 2019, respectively. 158,570 159,522 4.5% SSA-Baltimore Non-Recourse Mortgage Note maturing February 2034 million at both September 30, 2020 and December 31, 2019. 145,915 150,134 4.91% Government Real Estate Solutions Non-Recourse Mortgage Note maturing November 2025 51,545 — Total debt 2,106,413 1,986,865 Unamortized debt issuance costs (13,452 ) (14,993 ) Unamortized original issue discount (10,625 ) (12,500 ) Current portion of long-term debt (38,644 ) (31,349 ) Long-term debt, net $ 2,043,692 $ 1,928,023 Revolving Credit Facility. On April 17, 2018, CoreCivic entered into the Second Amended and Restated Credit Agreement (referred to herein 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 total leverage ratio, loans under the Revolving Credit Facility during 2019 and the first nine months of 2020 were at the base rate plus a margin of 0.50% 1.50% 0.35% The Revolving Credit Facility is secured by a pledge of all of the capital stock of CoreCivic's domestic restricted subsidiaries, 65% of the capital stock of CoreCivic's foreign subsidiaries, all of CoreCivic's accounts receivable, and all of CoreCivic's deposit accounts. The Revolving Credit Facility requires CoreCivic to meet certain financial covenants, including, without limitation, a maximum total leverage ratio, a maximum secured leverage ratio, and a minimum fixed charge coverage ratio. As of September 30, 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, including several that are currently parties to the Bank Credit Agreement, 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" and, together with the Bank Credit Agreement, the "Credit Agreements"). 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 $5.1 million of costs associated with the issuance of the Term Loan B. As of September 30, 2020, the outstanding balance of the Term Loan B was $240.6 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 September 30, 2020, the outstanding balance of the mortgage note was $21.3 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 Agreements, 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 Agreements. As of September 30, 2020, the outstanding balance of the Kansas Notes was $158.6 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 September 30, 2020 for the remainder of 2020 , the next five years, and thereafter were as follows (in thousands): 2020 (remainder) $ 8,585 2021 40,047 2022 293,990 2023 996,170 2024 196,044 2025 61,730 Thereafter 509,847 Total debt $ 2,106,413 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS' EQUITY Dividends on Common Stock During 2019 and the first quarter of 2020, CoreCivic's BOD 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 BOD of CoreCivic may consider relevant. As further discussed in Note 1, the Company announced on June 17, 2020 that the BOD suspended the Company's quarterly dividend while it evaluated corporate structure and capital allocation alternatives. On August 5, 2020, the BOD voted unanimously to approve a plan to revoke the Company’s REIT election and become a taxable C Corporation, effective January 1, 2021; the BOD also voted unanimously to discontinue the quarterly dividend and prioritize allocating the Company's free cash flow to reduce debt levels. 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 September 30, 2020, options to purchase 0.5 million shares of common stock were outstanding with a weighted average exercise price of $22.13 per share. Restricted Stock Units During the first nine months of 2020, CoreCivic issued approximately 1.2 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $20.9 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 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. 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 September 30, 2020, CoreCivic expensed $4.1 million, net of forfeitures, relating to RSUs ($0.4 million of which was recorded in operating expenses and $3.7 million of which was recorded in general and administrative expenses). During the three months ended September 30, 2019, CoreCivic expensed $4.6 million, net of forfeitures, relating to RSUs ($0.4 million of which was recorded in operating expenses and $4.2 million of which was recorded in general and administrative expenses). During the nine months ended September 30, 2020, CoreCivic expensed $13.0 million, net of forfeitures, relating to RSUs ($1.3 million of which was recorded in operating expenses and $11.7 million of which was recorded in general and administrative expenses). During the nine months ended September 30, 2019, CoreCivic expensed $12.7 million, net of forfeitures, relating to RSUs ($1.4 million of which was recorded in operating expenses and $11.3 million of which was recorded in general and administrative expenses). As of September 30, 2020, approximately 2.0 million RSUs remained outstanding and subject to vesting. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 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 September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 NUMERATOR Basic: Net income attributable to common stockholders $ 26,717 $ 48,994 $ 80,960 $ 146,912 Diluted: Net income attributable to common stockholders $ 26,717 $ 48,994 $ 80,960 $ 146,912 Net income attributable to non-controlling interest — — 1,181 — Diluted net income attributable to common stockholders $ 26,717 $ 48,994 $ 82,141 $ 146,912 DENOMINATOR Basic: Weighted average common shares outstanding 119,632 119,096 119,533 119,028 Diluted: Weighted average common shares outstanding 119,632 119,096 119,533 119,028 Effect of dilutive securities: Stock options — 3 — 30 Restricted stock-based awards 6 90 25 104 Non-controlling interest – Operating Partnership Units 1,342 — 1,342 — Weighted average shares and assumed conversions 120,980 119,189 120,900 119,162 BASIC EARNINGS PER SHARE $ 0.22 $ 0.41 $ 0.68 $ 1.23 DILUTED EARNINGS PER SHARE $ 0.22 $ 0.41 $ 0.68 $ 1.23 Approximately 0.5 million stock options were excluded from the computation of diluted earnings per share for each of the three months ended September 30, 2020 and 2019, because they were anti-dilutive. Approximately 0.5 million and 0.4 million stock options were excluded from the computation of diluted earnings per share for the nine months ended September 30, 2020 and 2019, respectively, because they were anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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. 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. 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. CoreCivic was named as a defendant in the lawsuits detailed below. Due to the stage of these proceedings, the Company cannot reasonably predict the outcome, nor can it estimate the amount of loss or range of lo ss, if any, that may result. As a result, the Company has not recorded an accrual relating to these matters at this time, as losses are not considered probable or reasonably estimable at this stage of these lawsuits. CoreCivic records a liability in the consolidated financial statements for loss contingencies when a loss is known or considered probable , and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable and the amount of payment can be determined . CoreCivic does not accrue for anticipated legal fees and costs but expenses those items as incurred . ICE Detainee Labor and Related Matters. On May 31, 2017, two former ICE detainees, who were detained at the Company's Otay Mesa Detention Center (“OMDC”) in San Diego, California, filed a class action 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. Shareholder Litigation. In a memorandum to the 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 on August 23, 2016 against the Company and certain of its current and former officers in the United States District Court for the Middle District of Tennessee (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 discovery phase of litigation. A trial before United States District Judge Aleta Trauger is scheduled for May 2021 in the Middle District of Tennessee. CoreCivic believes the lawsuit is entirely without merit and intends to vigorously defend against it. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 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% 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 through the year end ing December 31, 2020. 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. 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 currently incurred based on the earnings 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. CoreCivic recorded income tax expense of $0.4 million and $1.5 million for the three months ended September 30, 2020 and 2019, respectively. CoreCivic recorded income tax expense of $3.2 million and $5.9 million for the nine months ended September 30, 2020 and 2019, respectively. Income tax expense during the nine months ended September 30, 2020 included $3.1 million, recorded in the first quarter of 2020, 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. However, the accelerated depreciation methods for qualified improvement property are expected to significantly reduce the Company's taxable income and, therefore, its distribution requirement as a REIT for 2020. Additionally, as of September 30, 2020, the Company has deferred payment of $19.6 million of employer-side social security payments, and expects to continue to defer such payments through December 31, 2020. Half of these deferrals will be due December 31, 2021, with the other half due December 31, 2022. On August 5, 2020, the Company announced that the BOD unanimously approved a plan to revoke its REIT election and become a taxable C Corporation, effective January 1, 2021. As a result, the Company will no longer be required to operate under REIT rules, including the requirement to distribute at least 90% of its taxable income to its stockholders, which will provide the Company with greater flexibility to use its free cash flow. Beginning January 1, 2021, the Company will be subject to federal and state income taxes on its taxable income at applicable tax rates, and will no longer be entitled to a tax deduction for dividends paid . Income Tax Contingencies ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. CoreCivic had no liabilities recorded for uncertain tax positions as of September 30, 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 is in the process of such 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 | 9 Months Ended |
Sep. 30, 2020 | |
SEGMENT REPORTING | 10. SEGMENT REPORTING As of September 30, 2020, CoreCivic operated 49 correctional and detention facilities, 42 of which the Company owned. In addition, CoreCivic owned and operated 27 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 and nine months ended September 30, 2020 and 2019 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenue: Safety $ 420,032 $ 457,817 $ 1,281,914 $ 1,332,545 Community 24,067 30,848 80,670 92,120 Properties 24,134 19,828 69,296 58,083 Total segment revenue 468,233 508,493 1,431,880 1,482,748 Operating expenses: Safety 319,335 338,116 973,811 971,706 Community 21,095 24,168 67,745 70,750 Properties 7,411 6,230 21,271 17,377 Total segment operating expenses 347,841 368,514 1,062,827 1,059,833 Facility net operating income: Safety 100,697 119,701 308,103 360,839 Community 2,972 6,680 12,925 21,370 Properties 16,723 13,598 48,025 40,706 Total facility net operating income 120,392 139,979 369,053 422,915 Other revenue (expense): Other revenue 33 29 128 132 Other operating expense (86 ) (221 ) (342 ) (413 ) General and administrative (35,883 ) (32,038 ) (97,307 ) (94,847 ) Depreciation and amortization (37,865 ) (36,654 ) (114,436 ) (107,768 ) Contingent consideration for acquisition of businesses (620 ) — (620 ) — Asset impairments (805 ) — (13,058 ) (4,706 ) Operating income $ 45,166 $ 71,095 $ 143,418 $ 215,313 The following table summarizes capital expenditures including accrued amounts for the three and nine months ended September 30, 2020 and 2019 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Capital expenditures: Safety $ 11,856 $ 19,088 $ 25,261 $ 58,015 Community 515 657 1,553 3,381 Properties 3,177 20,235 102,446 80,329 Corporate and other 1,239 4,878 4,859 13,049 Total capital expenditures $ 16,787 $ 44,858 $ 134,119 $ 154,774 The total assets are as follows (in thousands): September 30, 2020 December 31, 2019 Assets: Safety $ 2,593,986 $ 2,606,127 Community 250,022 275,882 Properties 784,397 682,249 Corporate and other 412,798 227,373 Total Assets $ 4,041,203 $ 3,791,631 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 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): September 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,918 $ 3,815 $ 2,989 $ 3,949 Debt $ (2,106,413 ) $ (2,056,929 ) $ (1,986,865 ) $ (1,964,366 ) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value | At September 30, 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): September 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,918 $ 3,815 $ 2,989 $ 3,949 Debt $ (2,106,413 ) $ (2,056,929 ) $ (1,986,865 ) $ (1,964,366 ) |
REAL ESTATE TRANSACTIONS (Table
REAL ESTATE TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, December 31, Facility Capacity Idled 2020 2019 Prairie Correctional Facility 1,600 2010 $ 14,277 $ 14,863 Huerfano County Correctional Center 752 2010 16,062 16,266 Diamondback Correctional Facility 2,160 2010 38,421 39,729 Marion Adjustment Center 826 2013 11,148 11,351 Kit Carson Correctional Center 1,488 2016 52,712 54,041 6,826 $ 132,620 $ 136,250 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Debt Outstanding | Debt outstanding as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, 2020 2019 Revolving Credit Facility maturing April 2023 periodically at variable interest rates. The weighted average rate at September 30, 2020 and December 31, 2019 was 1.7% and 3.3%, respectively. $ 456,000 $ 365,000 Term Loan A maturing April 2023 variable interest rates. The rate at September 30, 2020 and December 31, 2019 was 1.6% and 3.3%, respectively. Unamortized debt issuance costs amounted to $0.1 million at both September 30, 2020 and December 31, 2019. 182,500 190,000 Term Loan B maturing December 2024 at variable interest rates. The rate at September 30, 2020 and December 31, 2019 was 5.5% and 6.3%, respectively. Unamortized debt issuance costs amounted to $4.3 million and $4.6 million at September 30, 2020 and December 31, 2019, respectively. 240,625 250,000 4.625% Senior Notes maturing May 2023 costs amounted to $1.6 million and $2.1 million at September 30, 2020 and December 31, 2019, respectively. 350,000 350,000 5.0% Senior Notes maturing October 2022 costs amounted to $1.0 million and $1.3 million at September 30, 2020 and December 31, 2019, respectively. 250,000 250,000 4.75% Senior Notes maturing October 2027 costs amounted to $2.8 million and $3.1 million at September 30, 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 September 30, 2020 and December 31, 2019. 21,258 22,209 4.43% Lansing Correctional Center Non-Recourse Mortgage Note maturing January 2040 to $3.2 million and $3.3 million at September 30, 2020 and December 31, 2019, respectively. 158,570 159,522 4.5% SSA-Baltimore Non-Recourse Mortgage Note maturing February 2034 million at both September 30, 2020 and December 31, 2019. 145,915 150,134 4.91% Government Real Estate Solutions Non-Recourse Mortgage Note maturing November 2025 51,545 — Total debt 2,106,413 1,986,865 Unamortized debt issuance costs (13,452 ) (14,993 ) Unamortized original issue discount (10,625 ) (12,500 ) Current portion of long-term debt (38,644 ) (31,349 ) Long-term debt, net $ 2,043,692 $ 1,928,023 |
Schedule of Principal Payments | Scheduled principal payments as of September 30, 2020 for the remainder of 2020 , the next five years, and thereafter were as follows (in thousands): 2020 (remainder) $ 8,585 2021 40,047 2022 293,990 2023 996,170 2024 196,044 2025 61,730 Thereafter 509,847 Total debt $ 2,106,413 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Declared Common Stock Dividends | During 2019 and the first quarter of 2020, CoreCivic's BOD 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) | 9 Months Ended |
Sep. 30, 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 September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 NUMERATOR Basic: Net income attributable to common stockholders $ 26,717 $ 48,994 $ 80,960 $ 146,912 Diluted: Net income attributable to common stockholders $ 26,717 $ 48,994 $ 80,960 $ 146,912 Net income attributable to non-controlling interest — — 1,181 — Diluted net income attributable to common stockholders $ 26,717 $ 48,994 $ 82,141 $ 146,912 DENOMINATOR Basic: Weighted average common shares outstanding 119,632 119,096 119,533 119,028 Diluted: Weighted average common shares outstanding 119,632 119,096 119,533 119,028 Effect of dilutive securities: Stock options — 3 — 30 Restricted stock-based awards 6 90 25 104 Non-controlling interest – Operating Partnership Units 1,342 — 1,342 — Weighted average shares and assumed conversions 120,980 119,189 120,900 119,162 BASIC EARNINGS PER SHARE $ 0.22 $ 0.41 $ 0.68 $ 1.23 DILUTED EARNINGS PER SHARE $ 0.22 $ 0.41 $ 0.68 $ 1.23 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2020 and 2019 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenue: Safety $ 420,032 $ 457,817 $ 1,281,914 $ 1,332,545 Community 24,067 30,848 80,670 92,120 Properties 24,134 19,828 69,296 58,083 Total segment revenue 468,233 508,493 1,431,880 1,482,748 Operating expenses: Safety 319,335 338,116 973,811 971,706 Community 21,095 24,168 67,745 70,750 Properties 7,411 6,230 21,271 17,377 Total segment operating expenses 347,841 368,514 1,062,827 1,059,833 Facility net operating income: Safety 100,697 119,701 308,103 360,839 Community 2,972 6,680 12,925 21,370 Properties 16,723 13,598 48,025 40,706 Total facility net operating income 120,392 139,979 369,053 422,915 Other revenue (expense): Other revenue 33 29 128 132 Other operating expense (86 ) (221 ) (342 ) (413 ) General and administrative (35,883 ) (32,038 ) (97,307 ) (94,847 ) Depreciation and amortization (37,865 ) (36,654 ) (114,436 ) (107,768 ) Contingent consideration for acquisition of businesses (620 ) — (620 ) — Asset impairments (805 ) — (13,058 ) (4,706 ) Operating income $ 45,166 $ 71,095 $ 143,418 $ 215,313 |
Summary of Capital Expenditures Including Accrued Amounts | The following table summarizes capital expenditures including accrued amounts for the three and nine months ended September 30, 2020 and 2019 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Capital expenditures: Safety $ 11,856 $ 19,088 $ 25,261 $ 58,015 Community 515 657 1,553 3,381 Properties 3,177 20,235 102,446 80,329 Corporate and other 1,239 4,878 4,859 13,049 Total capital expenditures $ 16,787 $ 44,858 $ 134,119 $ 154,774 |
Schedule of Total Assets | The total assets are as follows (in thousands): September 30, 2020 December 31, 2019 Assets: Safety $ 2,593,986 $ 2,606,127 Community 250,022 275,882 Properties 784,397 682,249 Corporate and other 412,798 227,373 Total Assets $ 4,041,203 $ 3,791,631 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) ft² in Millions | 9 Months Ended |
Sep. 30, 2020ft²PropertySegmentFacilityBed | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of Operating segments | Segment | 3 |
Minimum distribution percentage of taxable income to qualify for real estate investment trust | 90.00% |
CoreCivic Safety | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of facilities operated by the company | 49 |
Number of facilities owned by the company | 42 |
Number of beds at the facility | Bed | 72,000 |
CoreCivic Community | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of centers owned and operated by company | 27 |
Number of beds at the center | Bed | 5,000 |
CoreCivic Properties | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of properties 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) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Accumulated deficit | $ (419,716) | $ (446,252) |
Accounting Standards Update 2016-13 | Revision of Prior Period Accounting Standards Update Adjustment | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Accumulated deficit | $ 1,000 |
Schedule of Financial Instrumen
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Note receivable from Agecroft Prison Management, LTD, Carrying Amount | $ 2,918 | $ 2,989 |
Debt, Carrying Amount | (2,106,413) | (1,986,865) |
Note receivable from Agecroft Prison Management, LTD, Fair Value | 3,815 | 3,949 |
Debt, Fair Value | $ (2,056,929) | $ (1,964,366) |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($)Bed | Dec. 31, 2020Bed | Oct. 31, 2020Bed | Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Establishment of goodwill | This goodwill was established in connection with multiple business combination transactions. | ||||
Goodwill | $ 48,569 | $ 50,537 | |||
Two Managed-only Facilities | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Goodwill impairment charges | $ 2,000 | ||||
Silverdale Detention Center | Forecast | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Number of beds at the facility | Bed | 1,046 | ||||
Metro Davidson County Detention Facility | Subsequent Event | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Number of beds at the facility | Bed | 1,348 | ||||
CoreCivic Safety | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Goodwill | $ 6,000 | 7,900 | |||
Number of beds at the facility | Bed | 72,000 | ||||
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 | Sep. 30, 2020USD ($)FacilityBed | Sep. 15, 2020Bed | May 26, 2020USD ($)Bed | Apr. 15, 2020USD ($)Bed | Jan. 02, 2020USD ($)Propertyshares | Sep. 30, 2020USD ($)FacilityBed | Sep. 30, 2020USD ($)FacilityBed | Jun. 30, 2020USD ($)FacilityBed | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)FacilityBed | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)Bed | 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 | $ 2,703,475 | $ 2,703,475 | $ 2,703,475 | $ 2,703,475 | $ 2,700,107 | |||||||||
Operating Expense | 347,927 | $ 368,735 | 1,063,169 | $ 1,060,246 | ||||||||||
Impairment charge | $ 805 | $ 500 | $ 13,058 | 4,706 | ||||||||||
Safety | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Number of beds at the facility | Bed | 72,000 | 72,000 | 72,000 | 72,000 | ||||||||||
Community | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Number of beds at the center | Bed | 5,000 | 5,000 | 5,000 | 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 | 240 | 200 | 240 | 240 | 240 | |||||||||
Number of facility | Facility | 1 | |||||||||||||
Net Carrying Value | $ 3,100 | $ 500 | $ 3,100 | $ 3,100 | $ 3,100 | |||||||||
Gross sales price | $ 3,300 | |||||||||||||
Gain on sale of facility | $ 2,800 | |||||||||||||
Idled Residential Reentry Facility | Oklahoma | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Number of facility | Facility | 1 | |||||||||||||
Impairment charge | $ 9,800 | |||||||||||||
Idled Residential Reentry Facility | CoreCivic Properties | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Number of beds at the facility | Bed | 430 | 430 | 430 | 430 | ||||||||||
Number of facility | Facility | 3 | |||||||||||||
Net Carrying Value | $ 9,200 | $ 9,200 | $ 9,200 | $ 9,200 | ||||||||||
Idle Facilities | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Operating Expense | 2,100 | $ 1,900 | $ 6,100 | $ 5,400 | ||||||||||
Idle Facilities | Community | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Number of facility | Facility | 4 | 3 | ||||||||||||
Net Carrying Value | $ 13,700 | $ 13,700 | $ 13,700 | $ 13,700 | ||||||||||
Number of beds at the center | Bed | 939 | 92 | 939 | 939 | 939 | |||||||||
Gross sales price | $ 1,600 | |||||||||||||
Cimarron Correctional Facility | Safety | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Number of beds at the facility | Bed | 1,692 | |||||||||||||
Net Carrying Value | $ 73,300 | $ 73,300 | $ 73,300 | $ 73,300 | ||||||||||
Management agreement commencing date | Sep. 15, 2020 | |||||||||||||
Initial term of management contract | 3 years | |||||||||||||
Duration of unlimited extension option | 24 months | |||||||||||||
Tulsa Transitional Center | Covid-19 | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Number of beds at the center | Bed | 390 | 390 | 390 | 390 | ||||||||||
Oklahoma City Transitional Center | Covid-19 | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Number of closure bed | Bed | 200 | |||||||||||||
Turley Residential Center in Oklahoma | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Number of closure bed | Bed | 289 | |||||||||||||
South Texas Family Residential Center | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Management contract, expiration date | 2026-09 | |||||||||||||
Right-of-use asset | $ 116,000 | $ 116,000 | $ 116,000 | $ 116,000 | ||||||||||
Maximum | South Texas Family Residential Center | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Number of beds at the facility | Facility | 2,400 | 2,400 | 2,400 | 2,400 | ||||||||||
Minimum | South Texas Family Residential Center | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Agreement notice period for termination | 60 days | |||||||||||||
Other Assets | ||||||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||||||
Financing receivable | $ 149,700 | $ 149,700 | $ 149,700 | $ 149,700 | ||||||||||
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 | $ 51,500 | |||||||||||||
Class A Common interest shares issued | shares | 1.3 | |||||||||||||
Percentage of voting control | 100.00% | |||||||||||||
Property and equipment, net of accumulated depreciation | $ 81,600 | $ 81,600 | $ 81,600 | $ 81,600 |
Idled Facilities and Respective
Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) $ in Thousands | Sep. 30, 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 | $ | $ 14,277 | $ 14,863 |
Huerfano County Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 752 | |
Date Idled | 2010 | |
Net Carrying Value | $ | $ 16,062 | 16,266 |
Diamondback Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 2,160 | |
Date Idled | 2010 | |
Net Carrying Value | $ | $ 38,421 | 39,729 |
Marion Adjustment Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 826 | |
Date Idled | 2013 | |
Net Carrying Value | $ | $ 11,148 | 11,351 |
Kit Carson Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,488 | |
Date Idled | 2016 | |
Net Carrying Value | $ | $ 52,712 | 54,041 |
Idle Facilities | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 6,826 | |
Net Carrying Value | $ | $ 132,620 | $ 136,250 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 18, 2019 |
Debt Instrument [Line Items] | |||
Total debt | $ 2,106,413 | $ 1,986,865 | |
Unamortized debt issuance costs | (13,452) | (14,993) | |
Unamortized original issue discount | (10,625) | (12,500) | |
Current portion of long-term debt | (38,644) | (31,349) | |
Long-term debt, net | 2,043,692 | 1,928,023 | |
Term Loan A Due in April 2023 | |||
Debt Instrument [Line Items] | |||
Total debt | 182,500 | 190,000 | |
Unamortized debt issuance costs | (100) | (100) | |
Term Loan B Due in December 2024 | |||
Debt Instrument [Line Items] | |||
Total debt | 240,625 | 250,000 | $ 250,000 |
Unamortized debt issuance costs | (4,300) | (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 | (1,600) | (2,100) | |
Senior Notes 5.0% Due 2022 | |||
Debt Instrument [Line Items] | |||
Total debt | 250,000 | 250,000 | |
Unamortized debt issuance costs | (1,000) | (1,300) | |
Senior Notes 4.75% Due 2027 | |||
Debt Instrument [Line Items] | |||
Total debt | 250,000 | 250,000 | |
Unamortized debt issuance costs | (2,800) | (3,100) | |
Capital Commerce Center Non-Recourse Mortgage Note 4.5% Due 2033 | |||
Debt Instrument [Line Items] | |||
Total debt | 21,258 | 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 | 158,570 | 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 | 145,915 | 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 | 51,545 | ||
Revolving Credit Facility | Revolving Credit Facility Due in April 2023 | |||
Debt Instrument [Line Items] | |||
Total debt | $ 456,000 | $ 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 | Sep. 30, 2020 | Jan. 02, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||||
Revolving Credit Facility maturity date | Apr. 30, 2023 | |||||||
Unamortized debt issuance costs | $ 13,452 | $ 14,993 | ||||||
Term Loan A Due in April 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate | 1.60% | 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 | $ 4,300 | $ 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 | $ 1,600 | 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 | $ 1,000 | 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 | $ 2,800 | 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 | 1.70% | 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 ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||
Debt maturity period | Apr. 30, 2023 | ||||||||||
Borrowings outstanding under credit facility | $ 456,000,000 | ||||||||||
Total debt | 2,106,413,000 | $ 1,986,865,000 | |||||||||
Debt Instrument outstanding balance | 2,106,413,000 | 1,986,865,000 | |||||||||
Unamortized original issue discount | 10,625,000 | 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 | 21,300,000 | ||||||||||
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 | 158,600,000 | ||||||||||
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 | 145,900,000 | ||||||||||
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 | $ 182,500,000 | ||||||||||
Debt maturity date | Apr. 30, 2023 | Apr. 30, 2023 | |||||||||
Debt Instrument outstanding balance | $ 182,500,000 | 190,000,000 | |||||||||
Term Loan B Due in December 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 240,600,000 | ||||||||||
Debt maturity date | Dec. 31, 2024 | Dec. 31, 2024 | |||||||||
Debt Instrument outstanding balance | $ 250,000,000 | $ 240,625,000 | 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 | $ 5,100,000 | ||||||||||
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 | $ 51,500,000 | ||||||||||
Debt maturity date | Nov. 30, 2025 | ||||||||||
Debt Instrument outstanding balance | $ 51,545,000 | ||||||||||
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% | 0.35% | |||||||||
Line of credit facility, remaining borrowing capacity | $ 329,200,000 | ||||||||||
Sublimit for issuance of standby letters of credit | $ 50,000,000 | ||||||||||
Revolving Credit Facility letters of credit outstanding | $ 14,800,000 | ||||||||||
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% | 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% | 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 | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
2020 (remainder) | $ 8,585 | |
2021 | 40,047 | |
2022 | 293,990 | |
2023 | 996,170 | |
2024 | 196,044 | |
2025 | 61,730 | |
Thereafter | 509,847 | |
Total debt | $ 2,106,413 | $ 1,986,865 |
Declared Common Stock Dividends
Declared Common Stock Dividends (Detail) - $ / shares | 3 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Dividends Payable [Line Items] | ||||
Per Share | $ 0.44 | $ 0.44 | $ 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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 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 | 0.5 | |||
Weighted average exercise price per share of common stock outstanding | $ 22.13 | $ 22.13 | |||
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 | $ 20.9 | $ 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 | $ 4.1 | $ 4.6 | $ 13 | $ 12.7 | |
Restricted common stock units remained outstanding and subject to vesting | 2 | 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 | $ 3.7 | 4.2 | $ 11.7 | 11.3 | |
Restricted stock based awards | Operating | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Allocated share-based compensation expense | $ 0.4 | $ 0.4 | $ 1.3 | $ 1.4 | |
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 | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Net income attributable to common stockholders, Basic | $ 26,717 | $ 48,994 | $ 80,960 | $ 146,912 | ||||
Net income attributable to common stockholders, Diluted | 26,717 | 48,994 | 80,960 | 146,912 | ||||
Net income attributable to non-controlling interest, Diluted | 1,181 | |||||||
Diluted net income attributable to common stockholders | $ 26,717 | $ 22,186 | $ 33,238 | $ 48,994 | $ 48,578 | $ 49,340 | $ 82,141 | $ 146,912 |
Weighted average common shares outstanding, Basic | 119,632 | 119,096 | 119,533 | 119,028 | ||||
Weighted average common shares outstanding, Basic | 119,632 | 119,096 | 119,533 | 119,028 | ||||
Non-controlling interest – Operating Partnership Units | 1,342 | 1,342 | ||||||
Weighted average shares and assumed conversions | 120,980 | 119,189 | 120,900 | 119,162 | ||||
BASIC EARNINGS PER SHARE | $ 0.22 | $ 0.41 | $ 0.68 | $ 1.23 | ||||
DILUTED EARNINGS PER SHARE | $ 0.22 | $ 0.41 | $ 0.68 | $ 1.23 | ||||
Stock options | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Effect of dilutive securities | 3 | 30 | ||||||
Restricted stock based awards | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Effect of dilutive securities | 6 | 90 | 25 | 104 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 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 | 0.5 | 0.5 | 0.5 | 0.4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 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 | $ 369,000 | $ 1,486,000 | $ 3,183,000 | $ 5,942,000 | ||
Lease expiration term | 20 years | |||||
Deferred employer side social security payments | $ 19,600,000 | |||||
Liabilities for uncertain tax positions | 0 | 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 | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 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 | 49 |
Number of facilities owned by the company | 42 |
CoreCivic Community | |
Segment Reporting Information [Line Items] | |
Number of centers owned and operated by company | 27 |
CoreCivic Properties | |
Segment Reporting Information [Line Items] | |
Number of properties 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 | 9 Months Ended | |||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 468,266 | $ 508,522 | $ 1,432,008 | $ 1,482,880 | |
Operating expenses | 347,927 | 368,735 | 1,063,169 | 1,060,246 | |
Operating income | 45,166 | 71,095 | 143,418 | 215,313 | |
General and administrative | (35,883) | (32,038) | (97,307) | (94,847) | |
Depreciation and amortization | (37,865) | (36,654) | (114,436) | (107,768) | |
Contingent consideration for acquisition of businesses | (620) | (620) | |||
Asset impairments | (805) | $ (500) | (13,058) | (4,706) | |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 468,233 | 508,493 | 1,431,880 | 1,482,748 | |
Operating expenses | 347,841 | 368,514 | 1,062,827 | 1,059,833 | |
Operating income | 120,392 | 139,979 | 369,053 | 422,915 | |
Operating Segments | Safety | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 420,032 | 457,817 | 1,281,914 | 1,332,545 | |
Operating expenses | 319,335 | 338,116 | 973,811 | 971,706 | |
Operating income | 100,697 | 119,701 | 308,103 | 360,839 | |
Operating Segments | Community | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 24,067 | 30,848 | 80,670 | 92,120 | |
Operating expenses | 21,095 | 24,168 | 67,745 | 70,750 | |
Operating income | 2,972 | 6,680 | 12,925 | 21,370 | |
Operating Segments | CoreCivic Properties | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 24,134 | 19,828 | 69,296 | 58,083 | |
Operating expenses | 7,411 | 6,230 | 21,271 | 17,377 | |
Operating income | 16,723 | 13,598 | 48,025 | 40,706 | |
Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
Other operating expense | (86) | (221) | (342) | (413) | |
General and administrative | (35,883) | (32,038) | (97,307) | (94,847) | |
Depreciation and amortization | (37,865) | (36,654) | (114,436) | (107,768) | |
Contingent consideration for acquisition of businesses | (620) | (620) | |||
Asset impairments | (805) | (13,058) | (4,706) | ||
Segment Reconciling Items | Other Revenue | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 33 | $ 29 | $ 128 | $ 132 |
Summary of Capital Expenditures
Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | $ 16,787 | $ 44,858 | $ 134,119 | $ 154,774 |
Safety | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 11,856 | 19,088 | 25,261 | 58,015 |
Community | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 515 | 657 | 1,553 | 3,381 |
CoreCivic Properties | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 3,177 | 20,235 | 102,446 | 80,329 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | $ 1,239 | $ 4,878 | $ 4,859 | $ 13,049 |
Schedule of Total Assets (Detai
Schedule of Total Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 4,041,203 | $ 3,791,631 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,593,986 | 2,606,127 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total assets | 250,022 | 275,882 |
CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Total assets | 784,397 | 682,249 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 412,798 | $ 227,373 |