Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 02, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CXW | |
Entity Registrant Name | CoreCivic, Inc. | |
Entity Central Index Key | 1,070,985 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 118,204,246 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 42,735 | $ 37,711 |
Accounts receivable, net of allowance of $572 and $1,580, respectively | 241,143 | 229,885 |
Prepaid expenses and other current assets | 20,178 | 31,228 |
Total current assets | 304,056 | 298,824 |
Property and equipment, net of accumulated depreciation of $1,441,951 and $1,352,323, respectively | 2,799,476 | 2,837,657 |
Goodwill | 38,728 | 38,386 |
Non-current deferred tax assets | 15,460 | 13,735 |
Other assets | 85,046 | 83,002 |
Total assets | 3,242,766 | 3,271,604 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 266,405 | 260,107 |
Income taxes payable | 1,168 | 2,086 |
Current portion of long-term debt | 10,000 | 10,000 |
Total current liabilities | 277,573 | 272,193 |
Long-term debt, net | 1,411,210 | 1,435,169 |
Deferred revenue | 43,143 | 53,437 |
Other liabilities | 52,159 | 51,842 |
Total liabilities | 1,784,085 | 1,812,641 |
Commitments and contingencies | ||
Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 0 | 0 |
Common stock – $0.01 par value; 300,000 shares authorized; 118,191 and 117,554 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 1,182 | 1,176 |
Additional paid-in capital | 1,793,568 | 1,780,350 |
Accumulated deficit | (336,069) | (322,563) |
Total stockholders' equity | 1,458,681 | 1,458,963 |
Total liabilities and stockholders' equity | $ 3,242,766 | $ 3,271,604 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, allowance | $ 572 | $ 1,580 |
Accumulated depreciation | $ 1,441,951 | $ 1,352,323 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 118,191,000 | 117,554,000 |
Common stock, shares outstanding | 118,191,000 | 117,554,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
REVENUES | $ 442,845 | $ 474,935 | $ 1,324,922 | $ 1,385,651 |
EXPENSES: | ||||
Operating | 316,865 | 326,349 | 940,065 | 956,713 |
General and administrative | 28,303 | 27,699 | 79,546 | 81,543 |
Depreciation and amortization | 36,507 | 42,924 | 109,564 | 127,328 |
Restructuring charges | 4,010 | 4,010 | ||
Asset impairments | 355 | 614 | ||
Costs and Expenses, Total | 382,030 | 400,982 | 1,129,789 | 1,169,594 |
OPERATING INCOME | 60,815 | 73,953 | 195,133 | 216,057 |
OTHER (INCOME) EXPENSE: | ||||
Interest expense, net | 17,029 | 16,937 | 50,141 | 51,277 |
Other (income) expense | (65) | 54 | (108) | 103 |
Total non-operating expense (income) | 16,964 | 16,991 | 50,033 | 51,380 |
INCOME BEFORE INCOME TAXES | 43,851 | 56,962 | 145,100 | 164,677 |
Income tax expense | (2,673) | (1,622) | (8,400) | (5,447) |
NET INCOME | $ 41,178 | $ 55,340 | $ 136,700 | $ 159,230 |
BASIC EARNINGS PER SHARE | $ 0.35 | $ 0.47 | $ 1.16 | $ 1.36 |
DILUTED EARNINGS PER SHARE | 0.35 | 0.47 | 1.15 | 1.35 |
DIVIDENDS DECLARED PER SHARE | $ 0.42 | $ 0.54 | $ 1.26 | $ 1.62 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 136,700 | $ 159,230 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 109,564 | 127,328 |
Asset impairments | 614 | |
Amortization of debt issuance costs and other non-cash interest | 2,349 | 2,362 |
Deferred income taxes | (1,725) | (2,149) |
Non-cash revenue and other income | (10,210) | (4,522) |
Income tax benefit of equity compensation | (1,492) | |
Non-cash equity compensation | 12,203 | 14,029 |
Other expenses and non-cash items | 2,975 | 3,636 |
Changes in assets and liabilities, net: | ||
Accounts receivable, prepaid expenses and other assets | (899) | 20,680 |
Accounts payable, accrued expenses and other liabilities | 13,482 | (19,114) |
Income taxes payable | (918) | 1,199 |
Net cash provided by operating activities | 264,135 | 301,187 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for facility development and expansions | (16,543) | (30,885) |
Expenditures for other capital improvements | (35,214) | (32,774) |
Acquisitions, net of cash acquired | (29,174) | (43,769) |
Decrease in restricted cash | 240 | |
Proceeds from sale of assets | 931 | 8,192 |
Increase in other assets | (2,444) | 1,158 |
Payments received on direct financing lease and notes receivable | 684 | 1,875 |
Net cash used in investing activities | (81,760) | (95,963) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt and borrowings from credit facility | 197,500 | 291,250 |
Scheduled principal repayments | (7,500) | (3,750) |
Other principal repayments of debt | (215,500) | (312,250) |
Payment of debt issuance and other refinancing and related costs | (65) | (68) |
Payment of lease obligations | (1,791) | (10,561) |
Contingent consideration for acquisition of businesses | (1,073) | |
Dividends paid | (150,691) | (192,021) |
Income tax benefit of equity compensation | 1,492 | |
Purchase and retirement of common stock | (5,818) | (3,991) |
Decrease in restricted cash for dividends | 550 | |
Proceeds from exercise of stock options | 6,514 | 2,638 |
Net cash used in financing activities | (177,351) | (227,784) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 5,024 | (22,560) |
CASH AND CASH EQUIVALENTS, beginning of period | 37,711 | 65,291 |
CASH AND CASH EQUIVALENTS, end of period | 42,735 | 42,731 |
Cash paid during the period for: | ||
Interest (net of amounts capitalized of $0 and $378 in 2017 and 2016, respectively) | 40,130 | 38,226 |
Income taxes paid (refunded), net | $ 5,015 | $ (2,162) |
Consolidated Statements of Cas6
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Interest, capitalized interest | $ 0 | $ 378 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2015 | $ 1,462,748 | $ 1,172 | $ 1,762,394 | $ (300,818) |
Balance (in shares) at Dec. 31, 2015 | 117,232 | |||
Net income | 159,230 | 159,230 | ||
Retirement of common stock | (3,991) | $ (1) | (3,990) | |
Retirement of common stock (in shares) | (135) | |||
Dividends declared on common stock | (191,956) | (191,956) | ||
Restricted stock compensation, net of forfeitures | 13,925 | 13,868 | 57 | |
Restricted stock compensation, net of forfeitures (in shares) | (1) | |||
Income tax benefit of equity compensation | 1,492 | 1,492 | ||
Stock option compensation expense, net of forfeitures | 104 | 104 | ||
Restricted stock grants | 3 | $ 3 | ||
Restricted stock grants (in shares) | 314 | |||
Stock options exercised | 2,638 | $ 2 | 2,636 | |
Stock options exercised (in shares) | 141 | |||
Balance at Sep. 30, 2016 | 1,444,193 | $ 1,176 | 1,776,504 | (333,487) |
Balance (in shares) at Sep. 30, 2016 | 117,551 | |||
Balance at Dec. 31, 2016 | 1,458,963 | $ 1,176 | 1,780,350 | (322,563) |
Balance (in shares) at Dec. 31, 2016 | 117,554 | |||
Net income | 136,700 | 136,700 | ||
Retirement of common stock | (5,818) | $ (2) | (5,816) | |
Retirement of common stock (in shares) | (175) | |||
Dividends declared on common stock | (150,206) | (150,206) | ||
Restricted stock compensation, net of forfeitures | 12,203 | 12,203 | ||
Restricted stock grants | $ 5 | (5) | ||
Restricted stock grants (in shares) | 509 | |||
Stock options exercised | 6,839 | $ 3 | 6,836 | |
Stock options exercised (in shares) | 303 | |||
Balance at Sep. 30, 2017 | $ 1,458,681 | $ 1,182 | $ 1,793,568 | $ (336,069) |
Balance (in shares) at Sep. 30, 2017 | 118,191 |
Consolidated Statement of Stoc8
Consolidated Statement of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
DIVIDENDS DECLARED PER SHARE | $ 0.42 | $ 0.54 | $ 1.26 | $ 1.62 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 9 Months Ended |
Sep. 30, 2017 | |
ORGANIZATION AND OPERATIONS | 1. ORGANIZATION AND OPERATIONS CoreCivic, Inc. (together with its subsidiaries, the "Company" or "CoreCivic") is one of the nation's largest owners of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States. Through three business offerings, CoreCivic Safety, CoreCivic Properties, and CoreCivic Community, the Company provides a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, innovative and cost-saving government real estate solutions, and a growing network of residential reentry centers to help address America's recidivism crisis. As of September 30, 2017, CoreCivic owned and managed 67 correctional, detention, and residential reentry facilities, and managed an additional seven correctional and detention facilities owned by its government partners, with a total design capacity of approximately 77,600 beds in 19 states. In addition, as of September 30, 2017, CoreCivic owned 12 properties leased to third-parties totaling 1.1 million square feet in five states. 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 correctional services and conducts other business activities through taxable REIT subsidiaries ("TRSs"). A TRS is a subsidiary of a REIT that is subject to applicable corporate income tax and certain qualification requirements. The Company's use of TRSs enables CoreCivic to comply with REIT qualification requirements while providing correctional services at facilities it owns and at facilities owned by its government partners, and to engage in certain other business operations. A TRS is not subject to the distribution requirements applicable to REITs so it may retain income generated by its operations for reinvestment. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
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 as of and for the year ended December 31, 2016 filed with the Securities and Exchange Commission (the "SEC") on February 23, 2017 (File No. 001-16109) (the "2016 Form 10-K") with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers", which establishes a single, comprehensive revenue recognition standard for all contracts with customers. For public reporting entities such as CoreCivic, ASU 2014-09 was originally effective for interim and annual periods beginning after December 15, 2016 and early adoption of the ASU was not permitted. In July 2015, the FASB agreed to defer the effective date of the ASU for public reporting entities by one year, or to interim and annual periods beginning after December 15, 2017. Early adoption is now allowed as of the original effective date for public companies. In summary, the core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Companies are allowed to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a modified retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures. CoreCivic will adopt the standard when effective in its fiscal year 2018 and expects to utilize the modified retrospective transition method upon adoption of the ASU. CoreCivic is continuing to complete its analysis of the various contracts and revenue streams, but does not currently expect the adoption of the ASU to have a material impact on the Company's results of operations or financial position and its related financial statement disclosure. In February 2016, the FASB issued ASU 2016-02, "Leases (ASC 842)", which requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting requirements. ASU 2016-02 also eliminates current real estate-specific provisions for all entities. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. For public reporting entities such as CoreCivic, guidance in ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and early adoption of the ASU is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. CoreCivic is currently planning to adopt the ASU when effective in its fiscal year 2019. CoreCivic does not currently expect that the new standard will have a material impact on its financial statements, but expects that it will result in an increase in its long-term assets and liabilities for leases where the Company is the lessee. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting", that changes certain aspects of accounting for share-based payments to employees. ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. The new ASU also allows an employer to repurchase more of an employee's shares for tax withholding purposes without triggering liability accounting, and to make a policy election to account for forfeitures. Companies are required to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they occur, or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as previously required. For public reporting entities such as CoreCivic, guidance in ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption of the ASU is permitted. All of the guidance in the ASU must be adopted in the same period. CoreCivic adopted the ASU in the first quarter of 2017, opting to estimate the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as was previously required. The amendments in ASU 2016-09 were applied prospectively and the Company's financial statements for prior periods were not adjusted. Adoption of the ASU resulted in a $1.0 million income tax benefit recognized by the Company in the first nine months of 2017. The new standard will continue to have an impact on the Company's financial statements whenever the vested value of the awards differs from the grant-date fair value of such awards. In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business", that provides guidance to assist entities with evaluating when a set of transferred assets and activities ("set") is a business. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If the threshold is not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The new ASU provides a more robust framework to use in determining when a set of assets and activities is a business. For public reporting entities such as CoreCivic, guidance in ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, and is to be applied prospectively to any transactions occurring within the period of adoption. Early adoption of the ASU is allowed for transactions that occur before the issuance date or effective date of the ASU, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. CoreCivic early adopted ASU 2017-01 in the first quarter of 2017. In January 2017, the FASB issued ASU 2017-04, "Intangibles–Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment", that eliminates the requirement to calculate the implied fair value of goodwill by performing a hypothetical application of the acquisition method as of the date of the impairment test to measure a goodwill impairment charge. This requirement is the second step in the annual two-step quantitative impairment test that is currently required under Accounting Standards Codification ("ASC") 350, "Intangibles-Goodwill and Other". Instead, entities will recognize an impairment charge based on the first step of the quantitative impairment test currently required, which is the measurement of the excess of a reporting unit's carrying amount over its fair value. Entities will still have the option to perform a qualitative assessment to determine if the quantitative impairment test is necessary. For public reporting entities such as CoreCivic, guidance in ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption of the ASU is allowed for interim or annual goodwill impairment tests performed on testing dates on or after January 1, 2017. CoreCivic is reviewing the ASU to determine the potential impact it might have on the Company's results of operations or financial position and its related financial statement disclosure. Fair Value of Financial Instruments To meet the reporting requirements of ASC 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At September 30, 2017 and December 31, 2016, 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, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 3,170 $ 4,880 $ 2,920 $ 4,647 Debt $ (1,429,500 ) $ (1,462,625 ) $ (1,455,000 ) $ (1,459,625 ) Revenue Recognition – Multiple-Element Arrangement In September 2014, CoreCivic agreed under an expansion of an existing inter-governmental service agreement ("IGSA") between the city of Eloy, Arizona and U.S. Immigration and Customs Enforcement ("ICE") to provide residential space and services at the South Texas Family Residential Center. The IGSA was further amended in October 2016. The IGSA qualifies as a multiple-element arrangement under the guidance in ASC 605, "Revenue Recognition". CoreCivic determined that there were five distinct elements related to the amended IGSA with ICE. In the three months ended September 30, 2017 and 2016, CoreCivic recognized $42.5 million and $71.3 million, respectively, in revenue associated with the amended IGSA while $127.6 million and $212.8 million in revenue was recognized in the nine months ended September 30, 2017 and 2016, respectively. The unrecognized balance of the fixed monthly payments is reported in deferred revenue. The current portion of deferred revenue is reflected within accounts payable and accrued expenses while the long-term portion is reflected in deferred revenue in the accompanying consolidated balance sheets. As of September 30, 2017 and December 31, 2016, total deferred revenue associated with this agreement amounted to $56.8 million and $67.0 million, respectively. |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2017 | |
GOODWILL | 3. GOODWILL ASC 350, "Intangibles-Goodwill and Other", establishes accounting and reporting requirements for goodwill and other intangible assets. Goodwill was $38.7 million and $38.4 million as of September 30, 2017 and December 31, 2016, respectively. This goodwill was established in connection with multiple business combination transactions. Under the provisions of ASC 350, CoreCivic performs a qualitative assessment that may allow it to skip the annual two-step impairment test. Under ASC 350, a company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If the two-step impairment test is required, CoreCivic determines the fair value of a reporting unit using a collaboration of various common valuation techniques, including market multiples and discounted cash flows. These impairment tests are required to be performed at least annually. CoreCivic performs its impairment tests during the fourth quarter, in connection with its annual budgeting process. CoreCivic performs these impairment tests at least annually and whenever circumstances indicate the carrying value of goodwill may not be recoverable. In March 2017, the Texas Department of Criminal Justice ("TDCJ") notified CoreCivic that, in light of the current economic climate, as well as the fiscal constraints and budget outlook for the next biennium, the TDCJ would not be awarding the contract for the Bartlett State Jail. The TDCJ had previously solicited proposals for the rebid of the Bartlett facility, along with three other facilities that CoreCivic managed for the state of Texas. The managed-only contracts at the four facilities were scheduled to expire in August 2017. However, in collaboration with the TDCJ, the decision was made to close the Bartlett facility on June 24, 2017. In anticipation of the termination of the contract and closing of the Bartlett facility, CoreCivic recorded an asset impairment of $0.3 million during the first quarter of 2017 for the write-off of goodwill associated with the facility. During the third quarter of 2017, CoreCivic was notified that the TDCJ selected other operators for the three remaining facilities the Company managed for the state of Texas. CoreCivic had no goodwill associated with these three facilities. |
REAL ESTATE TRANSACTIONS
REAL ESTATE TRANSACTIONS | 9 Months Ended |
Sep. 30, 2017 | |
REAL ESTATE TRANSACTIONS | 4. REAL ESTATE TRANSACTIONS Acquisitions On January 1, 2017, CoreCivic acquired the Arapahoe Community Treatment Center, a 135-bed residential reentry center in Englewood, Colorado, for $5.5 million in cash, excluding transaction-related expenses. The acquisition included a contract with Arapahoe County whereby CoreCivic will provide residential reentry services for up to 135 residents. On February 10, 2017, CoreCivic acquired the Stockton Female Community Corrections Facility, a 100-bed residential reentry center in Stockton, California, in a real estate-only transaction for $1.6 million, excluding transaction-related expenses. The 100-bed Stockton facility is leased to a third-party operator pursuant to a lease agreement that extends through April 2021 and includes one five-year lease extension option. The lessee separately contracts with the California Department of Corrections and Rehabilitation ("CDCR") to provide rehabilitative and reentry services to female residents at the leased facility. On June 1, 2017, CoreCivic acquired the real estate operated by Center Point, Inc. ("Center Point"), a California-based non-profit organization, for $5.3 million in cash, excluding transaction-related expenses and a potential earn-out of up to $1.7 million. CoreCivic consolidated a portion of Center Point's operations into the Company's preexisting residential reentry center portfolio and assumed ownership and operations of the Oklahoma City Transitional Center, a 200-bed residential reentry center in Oklahoma City, Oklahoma. On August 1, 2017, CoreCivic acquired New Beginnings Treatment Center, Inc. ("NBTC"), an Arizona-based community corrections company, along with the real estate used in the operation of NBTC's business from an affiliate of NBTC, for an aggregate purchase price of $6.4 million, excluding transaction related expenses. In connection with the acquisition, CoreCivic assumed a contract with the Federal Bureau of Prisons ("BOP") to provide reentry services to male and female adults at the 92-bed Oracle Transitional Center located in Tucson, Arizona. On September 15, 2017, CoreCivic acquired a portfolio of four properties for an aggregate purchase price of $8.7 million, excluding transaction related expenses. The acquisition included a 230-bed residential reentry center leased to the state of Georgia, a property in North Carolina and a property in Georgia, each of which is leased to the Social Security Administration, and a property in North Carolina leased to the Internal Revenue Service. In allocating the purchase price of these five acquisitions, CoreCivic recorded $24.3 million of net tangible assets, $2.3 million of identifiable intangible assets, $0.6 million of goodwill, and $0.3 million of tenant improvements associated with one of the North Carolina leased properties which was recognized as a receivable and will be recovered by payments from the lessee. CoreCivic acquired the properties as strategic investments that further expand the Company's network of residential reentry centers and further diversify the Company's cash flows through government-leased properties. Idle Facilities On April 30, 2017, the contract with the BOP at the Company's 1,422-bed Eden Detention Center expired and was not renewed. CoreCivic idled the Eden facility following the transfer of the offender population, and has begun to market the facility. The Company can provide no assurance that it will be successful in securing a replacement contract. CoreCivic performed an impairment analysis of the Eden facility, which had a net carrying value of $40.1 million as of September 30, 2017, and concluded that this asset has a recoverable value in excess of the carrying value. As of September 30, 2017, CoreCivic had eight idled correctional facilities, including the Eden facility, that are currently available and being actively marketed to 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 2017 2016 Prairie Correctional Facility 1,600 2010 $ 16,315 $ 17,071 Huerfano County Correctional Center 752 2010 17,060 17,542 Diamondback Correctional Facility 2,160 2010 40,571 41,539 Southeast Kentucky Correctional Facility 656 2012 22,074 22,618 Marion Adjustment Center 826 2013 12,161 12,135 Lee Adjustment Center 816 2015 10,565 10,342 Kit Carson Correctional Center 1,488 2016 57,505 58,819 Eden Detention Center 1,422 2017 40,072 41,269 9,720 $ 216,323 $ 221,335 CoreCivic also has two idled non-core facilities containing 440 beds with an aggregate net book value of $4.1 million. CoreCivic incurred approximately $3.3 million and $2.5 million in operating expenses at the idled facilities for the three months ended September 30, 2017 and 2016, respectively. CoreCivic incurred approximately $8.6 million and $6.6 million in operating expenses at the idled facilities for the nine months ended September 30, 2017 and 2016, respectively. CoreCivic considers the cancellation of a contract as an indicator of impairment and tested each of the idled facilities for impairment when it was notified by the respective customers that they would no longer be utilizing such facility. CoreCivic updates the impairment analyses on an annual basis for each of the idled facilities and evaluates on a quarterly basis market developments for the potential utilization of each of these facilities in order to identify events that may cause CoreCivic to reconsider its most recent assumptions. As a result of CoreCivic's analyses, CoreCivic determined each of the idled facilities to have recoverable values in excess of the corresponding carrying values. As a result of declines in federal populations at the Company's 910-bed Torrance County Detention Facility and 1,129-bed Cibola County Corrections Center, during the third quarter of 2017, CoreCivic made the decision to consolidate offender populations into its Cibola facility in order to take advantage of efficiencies gained by consolidating populations into one facility. CoreCivic idled the Torrance facility in the fourth quarter of 2017 following the transfer of the offender population, and has begun to market the facility to other potential customers. The Company can provide no assurance that it will be successful in securing a replacement contract. CoreCivic performed an impairment analysis of the Torrance facility, which had a net carrying value of $37.0 million as of September 30, 2017, and concluded that this asset has a recoverable value in excess of the carrying value. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
DEBT | 5. DEBT Debt outstanding as of September 30, 2017 and December 31, 2016 consists of the following (in thousands): September 30, December 31, 2017 2016 $900.0 Million Revolving Credit Facility, principal due at maturity in July 2020; interest payable periodically at variable interest rates. The weighted average rate at September 30, 2017 and December 31, 2016 was 2.7% and 2.2%, respectively. $ 417,000 $ 435,000 Term Loan, scheduled principal payments through maturity in July 2020; interest payable periodically at variable interest rates. The rate at September 30, 2017 and December 31, 2016 was 2.7% and 2.3%, respectively. Unamortized debt issuance costs amounted to $0.3 million at September 30, 2017 and $0.4 million at December 31, 2016, respectively. 87,500 95,000 4.625% Senior Notes, principal due at maturity in May 2023; interest payable semi-annually in May and November at 4.625%. Unamortized debt issuance costs amounted to $3.5 million and $3.9 million at September 30, 2017 and December 31, 2016, respectively. 350,000 350,000 4.125% Senior Notes, principal due at maturity in April 2020; interest payable semi-annually in April and October at 4.125%. Unamortized debt issuance costs amounted to $2.1 million and $2.7 million at September 30, 2017 and December 31, 2016, respectively. 325,000 325,000 5.0% Senior Notes, principal due at maturity in October 2022; interest payable semi-annually in April and October at 5.0%. Unamortized debt issuance costs amounted to $2.4 million and $2.8 million at September 30, 2017 and December 31, 2016, respectively. 250,000 250,000 Total debt 1,429,500 1,455,000 Unamortized debt issuance costs (8,290 ) (9,831 ) Current portion of long-term debt (10,000 ) (10,000 ) Long-term debt, net $ 1,411,210 $ 1,435,169 Revolving Credit Facility. During July 2015, CoreCivic entered into an amended and restated $900.0 million senior secured revolving credit facility (the "$900.0 Million Revolving Credit Facility"). The $900.0 Million Revolving Credit Facility has an aggregate principal capacity of $900.0 million and a maturity of July 2020. The $900.0 Million Revolving Credit Facility also has an "accordion" feature that provides for uncommitted incremental extensions of credit in the form of increases in the revolving commitments or incremental term loans in an aggregate principal amount up to an additional $350.0 million as requested by CoreCivic, subject to bank approval. At CoreCivic's option, interest on outstanding borrowings under the $900.0 Million Revolving Credit Facility is based on either a base rate plus a margin ranging from 0.00% to 0.75% or at the London Interbank Offered Rate ("LIBOR") plus a margin ranging from 1.00% to 1.75% based on CoreCivic's then-current leverage ratio. The $900.0 Million Revolving Credit Facility includes a $30.0 million sublimit for swing line loans that enables CoreCivic to borrow at the base rate from the Administrative Agent without advance notice. Based on CoreCivic's current total leverage ratio, loans under the $900.0 Million Revolving Credit Facility bear interest at the base rate plus a margin of 0.50% or at LIBOR plus a margin of 1.50%, and a commitment fee equal to 0.35% of the unfunded balance. The $900.0 Million Revolving Credit Facility also has a $50.0 million sublimit for the issuance of standby letters of credit. As of September 30, 2017, CoreCivic had $417.0 million in borrowings outstanding under the $900.0 Million Revolving Credit Facility as well as $6.9 million in letters of credit outstanding resulting in $476.1 million available under the $900.0 Million Revolving Credit Facility. The $900.0 Million Revolving Credit Facility is secured by a pledge of all of the capital stock of CoreCivic's domestic 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 $900.0 Million 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, 2017, CoreCivic was in compliance with all such covenants. In addition, the $900.0 Million Revolving Credit Facility contains certain covenants that, among other things, limit the incurrence of additional indebtedness, payment of dividends and other customary restricted payments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements. In addition, the $900.0 Million Revolving Credit Facility is subject to certain cross-default provisions with terms of CoreCivic's other indebtedness, and is subject to acceleration upon the occurrence of a change of control. Incremental Term Loan. On October 6, 2015, CoreCivic obtained a $100.0 million Incremental Term Loan ("Term Loan") under the "accordion" feature of the $900.0 Million Revolving Credit Facility. Interest rates under the Term Loan are the same as the interest rates under the $900.0 Million Revolving Credit Facility. The Term Loan also has the same collateral requirements, financial and certain other covenants, and cross-default provisions as the $900.0 Million Revolving Credit Facility. The Term Loan, which is pre-payable, also has a maturity concurrent with the $900.0 Million Revolving Credit Facility due July 2020, with scheduled quarterly principal payments in years 2016 through 2020. As of September 30, 2017, the outstanding balance of the Term Loan was $87.5 million. Senior Notes. Interest on the $325.0 million aggregate principal amount of CoreCivic's 4.125% senior notes issued in April 2013 (the "4.125% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 4.125% Senior Notes are scheduled to mature on April 1, 2020. Interest on the $350.0 million aggregate principal amount of CoreCivic's 4.625% senior notes issued in April 2013 (the "4.625% Senior Notes") accrues at the stated rate and is payable in May and November of each year. The 4.625% Senior Notes are scheduled to mature on May 1, 2023. Interest on the $250.0 million aggregate principal amount of CoreCivic's 5.0% senior notes issued in September 2015 (the "5.0% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 5.0% Senior Notes are scheduled to mature on October 15, 2022. The 4.125% Senior Notes, the 4.625% Senior Notes, and the 5.0% Senior Notes, collectively referred to herein as the "Senior Notes", are senior unsecured obligations of the Company and are guaranteed by all of the Company's subsidiaries that guarantee the $900.0 Million Revolving Credit Facility. 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. Subsequent to the quarter ended September 30, 2017, the Company issued additional senior notes as discussed under Note 11 hereafter. 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, 2017 for the remainder of 2017, the next four years, and thereafter were as follows (in thousands): 2017 (remainder) $ 2,500 2018 10,000 2019 15,000 2020 802,000 2021 — Thereafter 600,000 Total debt $ 1,429,500 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
STOCKHOLDERS' EQUITY | 6. Dividends on Common Stock During 2016 and the first nine months of 2017, CoreCivic's Board of Directors declared the following quarterly dividends on its common stock: Declaration Date Record Date Payable Date Per Share February 19, 2016 April 1, 2016 April 15, 2016 $ 0.54 May 12, 2016 July 1, 2016 July 15, 2016 $ 0.54 August 11, 2016 October 3, 2016 October 17, 2016 $ 0.54 December 8, 2016 January 3, 2017 January 13, 2017 $ 0.42 February 17, 2017 April 3, 2017 April 17, 2017 $ 0.42 May 11, 2017 July 3, 2017 July 17, 2017 $ 0.42 August 10, 2017 October 2, 2017 October 16, 2017 $ 0.42 Future dividends will depend on CoreCivic's distribution requirements as a REIT, future earnings, capital requirements, financial condition, limitations under debt covenants, opportunities for alternative uses of capital, and on such other factors as the Board of Directors of CoreCivic may consider relevant. Stock Options Since 2012, CoreCivic has elected not to issue stock options to its non-employee directors, officers, and executive officers as it had in prior years, and instead elected to issue all of its equity compensation in the form of restricted common stock units ("RSUs"), as described hereafter. However, CoreCivic continued to recognize stock option expense during the vesting period of stock options awarded in prior years. All outstanding stock options were fully vested as of December 31, 2016. As of September 30, 2017, options to purchase 1.0 million shares of common stock were outstanding with a weighted average exercise price of $19.92. Restricted Stock Units During the first nine months of 2017, CoreCivic issued approximately 554,000 shares of RSUs to certain of its employees and non-employee directors, with an aggregate value of $18.1 million, including 487,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 67,000 RSUs to employees whose compensation is charged to operating expense. During 2016, CoreCivic issued approximately 635,000 shares of RSUs to certain of its employees and non-employee directors, with an aggregate value of $18.5 million, including 562,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 73,000 RSUs to employees whose compensation is charged to operating expense. CoreCivic established performance-based vesting conditions on the RSUs awarded to its officers and executive officers in years 2015 through 2017. Unless earlier vested under the terms of the agreements, performance-based RSUs issued to officers and executive officers in those years are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria, and no more than one-third of the RSUs may vest in any one performance period. Time-based RSUs issued to other employees in 2016 and 2017, unless earlier vested under the terms of the agreements, generally vest equally on the first, second, and third anniversary of the award. Time-based RSUs issued to other employees in 2015, unless earlier vested under the terms of the agreements, "cliff" vest on the third anniversary of the award. RSUs issued to non-employee directors vest one year from the date of award. During the three months ended September 30, 2017, CoreCivic expensed $4.1 million, net of forfeitures, relating to RSUs ($0.5 million of which was recorded in operating expenses and $3.6 million of which was recorded in general and administrative expenses). During the three months ended September 30, 2016, CoreCivic expensed $6.2 million, net of forfeitures, relating to restricted common stock and RSUs ($0.4 million of which was recorded in operating expenses, $4.1 million of which was recorded in general and administrative expenses, and $1.7 million of which was recorded in restructuring charges). During the nine months ended September 30, 2017, CoreCivic expensed $12.2 million, net of forfeitures, relating to RSUs ($1.5 million of which was recorded in operating expenses and $10.7 million of which was recorded in general and administrative expenses). During the nine months ended September 30, 2016, CoreCivic expensed $13.9 million, net of forfeitures, relating to restricted common stock and RSUs ($1.3 million of which was recorded in operating expenses, $10.9 million of which was recorded in general and administrative expenses, and $1.7 million of which was recorded in restructuring charges). As of September 30, 2017, approximately 1.0 million RSUs remained outstanding and subject to vesting. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
EARNINGS PER SHARE | 7. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted share grants and stock options. A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 NUMERATOR Basic: Net income $ 41,178 $ 55,340 $ 136,700 $ 159,230 Diluted: Net income $ 41,178 $ 55,340 $ 136,700 $ 159,230 DENOMINATOR Basic: Weighted average common shares outstanding 118,182 117,443 118,044 117,360 Diluted: Weighted average common shares outstanding 118,182 117,443 118,044 117,360 Effect of dilutive securities: Stock options 262 207 353 384 Restricted stock-based awards 84 44 62 80 Weighted average shares and assumed conversions 118,528 117,694 118,459 117,824 BASIC EARNINGS PER SHARE $ 0.35 $ 0.47 $ 1.16 $ 1.36 DILUTED EARNINGS PER SHARE $ 0.35 $ 0.47 $ 1.15 $ 1.35 Approximately 16,000 and 5,000 stock options were excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2017, respectively, because they were anti-dilutive. Approximately 0.1 million and 48,000 stock options were excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2016, respectively, because they were anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Legal Proceedings The nature of CoreCivic's business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, offenders or others. The nature of such claims includes, but is not limited to, claims arising from employee or offender misconduct, medical malpractice, employment matters, property loss, contractual claims, including claims regarding compliance with contract performance requirements, and personal injury or other damages resulting from contact with CoreCivic's facilities, personnel or offenders, including damages arising from an offender's escape or from a disturbance at a facility. CoreCivic maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CoreCivic is subject to substantial self-insurance risk. CoreCivic records litigation reserves related to certain matters for which it is probable that a loss has been incurred and the range of such loss can be estimated. Based upon management's review of the potential claims and outstanding litigation, and based upon management's experience and history of estimating losses, and taking into consideration CoreCivic's self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CoreCivic's financial statements. In the opinion of management, there are no pending legal proceedings that would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable. Adversarial proceedings and litigation are, however, subject to inherent uncertainties, and unfavorable decisions and rulings resulting from legal proceedings could occur which could have a material adverse impact on CoreCivic's consolidated financial position, results of operations, or cash flows for the period in which such decisions or rulings occur, or future periods. Expenses associated with legal proceedings may also fluctuate from quarter to quarter based on changes in CoreCivic's assumptions, new developments, or by the effectiveness of CoreCivic's litigation and settlement strategies. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
INCOME TAXES | 9. INCOME TAXES As discussed in Note 1, the Company began operating in compliance with REIT requirements for federal income tax purposes effective January 1, 2013. As a REIT, the Company must distribute at least 90 percent of its taxable income (including dividends paid to it by its TRSs) and will not pay federal income taxes on the amount distributed to its stockholders. In addition, the Company must meet a number of other organizational and operational requirements. It is management's intention to adhere to these requirements and maintain the Company's REIT status. Most states where CoreCivic holds investments in real estate conform to the federal rules recognizing REITs. Certain subsidiaries have made an election with the Company to be treated as TRSs in conjunction with the Company's REIT election; the TRS elections permit CoreCivic to engage in certain business activities in which the REIT may not engage directly. A TRS is subject to federal and state income taxes on the income from these activities and therefore, CoreCivic includes a provision for taxes in its consolidated financial statements. Income taxes are accounted for under the provisions of ASC 740, "Income Taxes". ASC 740 generally requires CoreCivic to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CoreCivic's past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. CoreCivic recorded an income tax expense of $2.7 million and $1.6 million for the three months ended September 30, 2017 and 2016, respectively. CoreCivic recorded an income tax expense of $8.4 million and $5.4 million for the nine months ended September 30, 2017 and 2016, respectively. As a REIT, CoreCivic is entitled to a deduction for dividends paid, resulting in a substantial reduction in the amount of federal income tax expense it recognizes. Substantially all of CoreCivic's income tax expense is incurred based on the earnings generated by its TRSs. CoreCivic's overall effective tax rate is estimated based on its current projection of taxable income primarily generated in its TRSs. The Company's consolidated effective tax rate could fluctuate in the future based on changes in estimates of taxable income, the relative amounts of taxable income generated by the TRSs and the REIT, the implementation of additional tax planning strategies, changes in federal or state tax rates or laws affecting tax credits available to the Company, changes in other tax laws, changes in estimates related to uncertain tax positions, or changes in state apportionment factors, as well as changes in the valuation allowance applied to the Company's deferred tax assets that are based primarily on the amount of state net operating losses and tax credits that could expire unused. Income Tax Contingencies ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. CoreCivic had no liabilities recorded for uncertain tax positions as of September 30, 2017. CoreCivic recognizes interest and penalties related to unrecognized tax positions in income tax expense. CoreCivic does not currently anticipate that the total amount of unrecognized tax positions will significantly change in the next twelve months. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2017 | |
SEGMENT REPORTING | 10. SEGMENT REPORTING As of September 30, 2017, CoreCivic owned and managed 67 facilities, and managed seven facilities it did not own. In addition, CoreCivic owned 12 properties that it leased to third-parties. Management views CoreCivic's operating results in one operating segment. However, the Company has chosen to report financial performance segregated for (1) owned and managed facilities and (2) managed-only facilities as the Company believes this information is useful to users of the financial statements. Owned and managed facilities include the operating results of those facilities placed into service that were owned or controlled via a long-term lease and managed by CoreCivic. Managed-only facilities include the operating results of those facilities owned by a third party and managed by CoreCivic. The operating performance of the owned and managed and the managed-only facilities can be measured based on their net operating income. CoreCivic defines facility net operating income as a facility's operating income or loss from operations before interest, taxes, asset impairments, depreciation, and amortization. The revenue and net operating income for the owned and managed and the managed-only facilities and a reconciliation to CoreCivic's operating income is as follows for the three and nine months ended September 30, 2017 and 2016 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Revenue: Owned and managed $ 382,217 $ 411,614 $ 1,141,769 $ 1,202,166 Managed-only 47,675 52,440 149,107 153,616 Total management revenue 429,892 464,054 1,290,876 1,355,782 Operating expenses: Owned and managed 266,471 272,970 783,354 802,642 Managed-only 44,005 47,232 136,747 136,541 Total operating expenses 310,476 320,202 920,101 939,183 Facility net operating income: Owned and managed 115,746 138,644 358,415 399,524 Managed-only 3,670 5,208 12,360 17,075 Total facility net operating income 119,416 143,852 370,775 416,599 Other revenue (expense): Rental and other revenue 12,953 10,881 34,046 29,869 Other operating expense (6,389 ) (6,147 ) (19,964 ) (17,530 ) General and administrative (28,303 ) (27,699 ) (79,546 ) (81,543 ) Depreciation and amortization (36,507 ) (42,924 ) (109,564 ) (127,328 ) Restructuring charges — (4,010 ) — (4,010 ) Asset impairments (355 ) — (614 ) — Operating income $ 60,815 $ 73,953 $ 195,133 $ 216,057 The following table summarizes capital expenditures including accrued amounts for the three and nine months ended September 30, 2017 and 2016 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Capital expenditures: Owned and managed $ 18,701 $ 17,687 $ 53,630 $ 88,418 Managed-only 1,576 1,793 3,390 3,134 Corporate and other 11,862 3,518 18,958 15,727 Total capital expenditures $ 32,139 $ 22,998 $ 75,978 $ 107,279 The total assets are as follows (in thousands): September 30, 2017 December 31, 2016 Assets: Owned and managed $ 2,796,248 $ 2,841,799 Managed-only 69,424 62,292 Corporate and other 377,094 367,513 Total assets $ 3,242,766 $ 3,271,604 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
SUBSEQUENT EVENTS | 11. On October 13, 2017, CoreCivic completed the offering of $250.0 million aggregate principal amount of 4.75% senior notes due October 15, 2027 (the "4.75% Senior Notes"). Interest on the 4.75% Senior Notes accrues at the stated rate and is payable in April and October of each year. CoreCivic expects to capitalize approximately $4.1 million during the fourth quarter of 2017 for costs associated with the new issuance of the 4.75% Senior Notes, and will present the unamortized balance of the debt issuance costs in the Company's consolidated balance sheets in a manner consistent with those related to the Company's other Senior Notes. CoreCivic used net proceeds from the offering to pay down a portion of the $900.0 Million Revolving Credit Facility and to pay related fees and expenses. On November 1, 2017, CoreCivic completed the acquisition of Time to Change, Inc., a Colorado-based community corrections company, for an aggregate purchase price of $13.2 million, excluding transaction related expenses, with the potential for additional contingent consideration currently estimated to be $9.0 million, subject to change based upon future financial performance of the acquisition. In connection with the acquisition, CoreCivic assumed contracts with Adams County, Colorado to provide reentry services to male and female adults in three facilities located in Colorado containing a total of 422 beds. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 9 Months Ended |
Sep. 30, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 12. The following condensed consolidating financial statements of CoreCivic and subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X. These condensed consolidating financial statements have been prepared from the Company's financial information on the same basis of accounting as the consolidated financial statements. CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2017 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 20,122 $ 22,613 $ — $ 42,735 Accounts receivable, net of allowance 190,866 347,066 (296,789 ) 241,143 Prepaid expenses and other current assets 2,583 23,597 (6,002 ) 20,178 Total current assets 213,571 393,276 (302,791 ) 304,056 Property and equipment, net 2,477,110 322,366 — 2,799,476 Goodwill 23,832 14,896 — 38,728 Non-current deferred tax assets — 15,955 (495 ) 15,460 Other assets 405,683 64,472 (385,109 ) 85,046 Total assets $ 3,120,196 $ 810,965 $ (688,395 ) $ 3,242,766 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 235,716 $ 333,480 $ (302,791 ) $ 266,405 Income taxes payable 1,945 (777 ) — 1,168 Current portion of long-term debt 10,000 — — 10,000 Total current liabilities 247,661 332,703 (302,791 ) 277,573 Long-term debt, net 1,412,060 114,150 (115,000 ) 1,411,210 Non-current deferred tax liabilities 495 — (495 ) — Deferred revenue — 43,143 — 43,143 Other liabilities 1,299 50,860 — 52,159 Total liabilities 1,661,515 540,856 (418,286 ) 1,784,085 Total stockholders' equity 1,458,681 270,109 (270,109 ) 1,458,681 Total liabilities and stockholders' equity $ 3,120,196 $ 810,965 $ (688,395 ) $ 3,242,766 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 11,378 $ 26,333 $ — $ 37,711 Accounts receivable, net of allowance 237,495 270,952 (278,562 ) 229,885 Prepaid expenses and other current assets 7,582 30,123 (6,477 ) 31,228 Total current assets 256,455 327,408 (285,039 ) 298,824 Property and equipment, net 2,493,025 344,632 — 2,837,657 Goodwill 23,231 15,155 — 38,386 Non-current deferred tax assets — 14,056 (321 ) 13,735 Other assets 339,391 57,873 (314,262 ) 83,002 Total assets $ 3,112,102 $ 759,124 $ (599,622 ) $ 3,271,604 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 203,074 $ 342,072 $ (285,039 ) $ 260,107 Income taxes payable 1,850 236 — 2,086 Current portion of long-term debt 10,000 — — 10,000 Total current liabilities 214,924 342,308 (285,039 ) 272,193 Long-term debt, net 1,436,186 113,983 (115,000 ) 1,435,169 Non-current deferred tax liabilities 321 — (321 ) — Deferred revenue — 53,437 — 53,437 Other liabilities 1,708 50,134 — 51,842 Total liabilities 1,653,139 559,862 (400,360 ) 1,812,641 Total stockholders' equity 1,458,963 199,262 (199,262 ) 1,458,963 Total liabilities and stockholders' equity $ 3,112,102 $ 759,124 $ (599,622 ) $ 3,271,604 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2017 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 297,856 $ 368,507 $ (223,518 ) $ 442,845 EXPENSES: Operating 231,528 308,855 (223,518 ) 316,865 General and administrative 9,823 18,480 — 28,303 Depreciation and amortization 22,147 14,360 — 36,507 Asset impairments 300 55 — 355 263,798 341,750 (223,518 ) 382,030 OPERATING INCOME 34,058 26,757 — 60,815 OTHER (INCOME) EXPENSE: Interest expense, net 14,046 2,983 — 17,029 Other (income) expense (96 ) 21 10 (65 ) 13,950 3,004 10 16,964 INCOME BEFORE INCOME TAXES 20,108 23,753 (10 ) 43,851 Income tax expense (541 ) (2,132 ) — (2,673 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 19,567 21,621 (10 ) 41,178 Income from equity in subsidiaries 21,611 — (21,611 ) — NET INCOME $ 41,178 $ 21,621 $ (21,621 ) $ 41,178 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2016 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 298,659 $ 398,617 $ (222,341 ) $ 474,935 EXPENSES: Operating 230,244 318,446 (222,341 ) 326,349 General and administrative 9,326 18,373 — 27,699 Depreciation and amortization 21,321 21,603 — 42,924 Restructuring charges 197 3,813 — 4,010 261,088 362,235 (222,341 ) 400,982 OPERATING INCOME 37,571 36,382 — 73,953 OTHER (INCOME) EXPENSE: Interest expense, net 12,975 3,962 — 16,937 Other (income) expense 115 (57 ) (4 ) 54 13,090 3,905 (4 ) 16,991 INCOME BEFORE INCOME TAXES 24,481 32,477 4 56,962 Income tax expense (512 ) (1,110 ) — (1,622 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 23,969 31,367 4 55,340 Income from equity in subsidiaries 31,371 — (31,371 ) — NET INCOME $ 55,340 $ 31,367 $ (31,367 ) $ 55,340 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2017 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 885,271 $ 1,094,805 $ (655,154 ) $ 1,324,922 EXPENSES: Operating 679,458 915,761 (655,154 ) 940,065 General and administrative 26,630 52,916 — 79,546 Depreciation and amortization 65,206 44,358 — 109,564 Asset impairments 300 314 — 614 771,594 1,013,349 (655,154 ) 1,129,789 OPERATING INCOME 113,677 81,456 — 195,133 OTHER (INCOME) EXPENSE: Interest expense, net 41,219 8,922 — 50,141 Other (income) expense (248 ) 109 31 (108 ) 40,971 9,031 31 50,033 INCOME BEFORE INCOME TAXES 72,706 72,425 (31 ) 145,100 Income tax expense (1,711 ) (6,689 ) — (8,400 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 70,995 65,736 (31 ) 136,700 Income from equity in subsidiaries 65,705 — (65,705 ) — NET INCOME $ 136,700 $ 65,736 $ (65,736 ) $ 136,700 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2016 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 876,697 $ 1,162,834 $ (653,880 ) $ 1,385,651 EXPENSES: Operating 676,997 933,596 (653,880 ) 956,713 General and administrative 27,352 54,191 — 81,543 Depreciation and amortization 63,267 64,061 — 127,328 Restructuring charges 197 3,813 — 4,010 767,813 1,055,661 (653,880 ) 1,169,594 OPERATING INCOME 108,884 107,173 — 216,057 OTHER (INCOME) EXPENSE: Interest expense, net 38,845 12,432 — 51,277 Other (income) expense 516 (401 ) (12 ) 103 39,361 12,031 (12 ) 51,380 INCOME BEFORE INCOME TAXES 69,523 95,142 12 164,677 Income tax expense (1,393 ) (4,054 ) — (5,447 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 68,130 91,088 12 159,230 Income from equity in subsidiaries 91,100 — (91,100 ) — NET INCOME $ 159,230 $ 91,088 $ (91,088 ) $ 159,230 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2017 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 239,662 $ 24,473 $ — $ 264,135 Net cash used in investing activities (50,216 ) (31,544 ) — (81,760 ) Net cash provided by (used in) financing activities (180,702 ) 3,351 — (177,351 ) Net increase (decrease) in cash and cash equivalents 8,744 (3,720 ) — 5,024 CASH AND CASH EQUIVALENTS, beginning of period 11,378 26,333 — 37,711 CASH AND CASH EQUIVALENTS, end of period $ 20,122 $ 22,613 $ — 42,735 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2016 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 271,286 $ 29,901 $ — $ 301,187 Net cash used in investing activities (35,510 ) (60,453 ) — (95,963 ) Net cash provided by (used in) financing activities (228,738 ) 954 — (227,784 ) Net increase (decrease) in cash and cash equivalents 7,038 (29,598 ) — (22,560 ) CASH AND CASH EQUIVALENTS, beginning of period 15,666 49,625 — 65,291 CASH AND CASH EQUIVALENTS, end of period $ 22,704 $ 20,027 $ — $ 42,731 |
BASIS OF PRESENTATION AND SUM21
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers", which establishes a single, comprehensive revenue recognition standard for all contracts with customers. For public reporting entities such as CoreCivic, ASU 2014-09 was originally effective for interim and annual periods beginning after December 15, 2016 and early adoption of the ASU was not permitted. In July 2015, the FASB agreed to defer the effective date of the ASU for public reporting entities by one year, or to interim and annual periods beginning after December 15, 2017. Early adoption is now allowed as of the original effective date for public companies. In summary, the core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Companies are allowed to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a modified retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures. CoreCivic will adopt the standard when effective in its fiscal year 2018 and expects to utilize the modified retrospective transition method upon adoption of the ASU. CoreCivic is continuing to complete its analysis of the various contracts and revenue streams, but does not currently expect the adoption of the ASU to have a material impact on the Company's results of operations or financial position and its related financial statement disclosure. In February 2016, the FASB issued ASU 2016-02, "Leases (ASC 842)", which requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting requirements. ASU 2016-02 also eliminates current real estate-specific provisions for all entities. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. For public reporting entities such as CoreCivic, guidance in ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and early adoption of the ASU is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. CoreCivic is currently planning to adopt the ASU when effective in its fiscal year 2019. CoreCivic does not currently expect that the new standard will have a material impact on its financial statements, but expects that it will result in an increase in its long-term assets and liabilities for leases where the Company is the lessee. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting", that changes certain aspects of accounting for share-based payments to employees. ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. The new ASU also allows an employer to repurchase more of an employee's shares for tax withholding purposes without triggering liability accounting, and to make a policy election to account for forfeitures. Companies are required to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they occur, or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as previously required. For public reporting entities such as CoreCivic, guidance in ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption of the ASU is permitted. All of the guidance in the ASU must be adopted in the same period. CoreCivic adopted the ASU in the first quarter of 2017, opting to estimate the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as was previously required. The amendments in ASU 2016-09 were applied prospectively and the Company's financial statements for prior periods were not adjusted. Adoption of the ASU resulted in a $1.0 million income tax benefit recognized by the Company in the first nine months of 2017. The new standard will continue to have an impact on the Company's financial statements whenever the vested value of the awards differs from the grant-date fair value of such awards. In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business", that provides guidance to assist entities with evaluating when a set of transferred assets and activities ("set") is a business. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If the threshold is not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The new ASU provides a more robust framework to use in determining when a set of assets and activities is a business. For public reporting entities such as CoreCivic, guidance in ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, and is to be applied prospectively to any transactions occurring within the period of adoption. Early adoption of the ASU is allowed for transactions that occur before the issuance date or effective date of the ASU, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. CoreCivic early adopted ASU 2017-01 in the first quarter of 2017. In January 2017, the FASB issued ASU 2017-04, "Intangibles–Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment", that eliminates the requirement to calculate the implied fair value of goodwill by performing a hypothetical application of the acquisition method as of the date of the impairment test to measure a goodwill impairment charge. This requirement is the second step in the annual two-step quantitative impairment test that is currently required under Accounting Standards Codification ("ASC") 350, "Intangibles-Goodwill and Other". Instead, entities will recognize an impairment charge based on the first step of the quantitative impairment test currently required, which is the measurement of the excess of a reporting unit's carrying amount over its fair value. Entities will still have the option to perform a qualitative assessment to determine if the quantitative impairment test is necessary. For public reporting entities such as CoreCivic, guidance in ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption of the ASU is allowed for interim or annual goodwill impairment tests performed on testing dates on or after January 1, 2017. CoreCivic is reviewing the ASU to determine the potential impact it might have on the Company's results of operations or financial position and its related financial statement disclosure. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments To meet the reporting requirements of ASC 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At September 30, 2017 and December 31, 2016, 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, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 3,170 $ 4,880 $ 2,920 $ 4,647 Debt $ (1,429,500 ) $ (1,462,625 ) $ (1,455,000 ) $ (1,459,625 ) |
Revenue Recognition - Multiple-Element Arrangement | Revenue Recognition – Multiple-Element Arrangement In September 2014, CoreCivic agreed under an expansion of an existing inter-governmental service agreement ("IGSA") between the city of Eloy, Arizona and U.S. Immigration and Customs Enforcement ("ICE") to provide residential space and services at the South Texas Family Residential Center. The IGSA was further amended in October 2016. The IGSA qualifies as a multiple-element arrangement under the guidance in ASC 605, "Revenue Recognition". CoreCivic determined that there were five distinct elements related to the amended IGSA with ICE. In the three months ended September 30, 2017 and 2016, CoreCivic recognized $42.5 million and $71.3 million, respectively, in revenue associated with the amended IGSA while $127.6 million and $212.8 million in revenue was recognized in the nine months ended September 30, 2017 and 2016, respectively. The unrecognized balance of the fixed monthly payments is reported in deferred revenue. The current portion of deferred revenue is reflected within accounts payable and accrued expenses while the long-term portion is reflected in deferred revenue in the accompanying consolidated balance sheets. As of September 30, 2017 and December 31, 2016, total deferred revenue associated with this agreement amounted to $56.8 million and $67.0 million, respectively. |
BASIS OF PRESENTATION AND SUM22
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value | At September 30, 2017 and December 31, 2016, 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, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 3,170 $ 4,880 $ 2,920 $ 4,647 Debt $ (1,429,500 ) $ (1,462,625 ) $ (1,455,000 ) $ (1,459,625 ) |
REAL ESTATE TRANSACTIONS (Table
REAL ESTATE TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 2017 2016 Prairie Correctional Facility 1,600 2010 $ 16,315 $ 17,071 Huerfano County Correctional Center 752 2010 17,060 17,542 Diamondback Correctional Facility 2,160 2010 40,571 41,539 Southeast Kentucky Correctional Facility 656 2012 22,074 22,618 Marion Adjustment Center 826 2013 12,161 12,135 Lee Adjustment Center 816 2015 10,565 10,342 Kit Carson Correctional Center 1,488 2016 57,505 58,819 Eden Detention Center 1,422 2017 40,072 41,269 9,720 $ 216,323 $ 221,335 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule Of Debt Outstanding | Debt outstanding as of September 30, 2017 and December 31, 2016 consists of the following (in thousands): September 30, December 31, 2017 2016 $900.0 Million Revolving Credit Facility, principal due at maturity in July 2020; interest payable periodically at variable interest rates. The weighted average rate at September 30, 2017 and December 31, 2016 was 2.7% and 2.2%, respectively. $ 417,000 $ 435,000 Term Loan, scheduled principal payments through maturity in July 2020; interest payable periodically at variable interest rates. The rate at September 30, 2017 and December 31, 2016 was 2.7% and 2.3%, respectively. Unamortized debt issuance costs amounted to $0.3 million at September 30, 2017 and $0.4 million at December 31, 2016, respectively. 87,500 95,000 4.625% Senior Notes, principal due at maturity in May 2023; interest payable semi-annually in May and November at 4.625%. Unamortized debt issuance costs amounted to $3.5 million and $3.9 million at September 30, 2017 and December 31, 2016, respectively. 350,000 350,000 4.125% Senior Notes, principal due at maturity in April 2020; interest payable semi-annually in April and October at 4.125%. Unamortized debt issuance costs amounted to $2.1 million and $2.7 million at September 30, 2017 and December 31, 2016, respectively. 325,000 325,000 5.0% Senior Notes, principal due at maturity in October 2022; interest payable semi-annually in April and October at 5.0%. Unamortized debt issuance costs amounted to $2.4 million and $2.8 million at September 30, 2017 and December 31, 2016, respectively. 250,000 250,000 Total debt 1,429,500 1,455,000 Unamortized debt issuance costs (8,290 ) (9,831 ) Current portion of long-term debt (10,000 ) (10,000 ) Long-term debt, net $ 1,411,210 $ 1,435,169 |
Schedule of Principal Payments | Scheduled principal payments as of September 30, 2017 for the remainder of 2017, the next four years, and thereafter were as follows (in thousands): 2017 (remainder) $ 2,500 2018 10,000 2019 15,000 2020 802,000 2021 — Thereafter 600,000 Total debt $ 1,429,500 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Declared Common Stock Dividends | During 2016 and the first nine months of 2017, CoreCivic's Board of Directors declared the following quarterly dividends on its common stock: Declaration Date Record Date Payable Date Per Share February 19, 2016 April 1, 2016 April 15, 2016 $ 0.54 May 12, 2016 July 1, 2016 July 15, 2016 $ 0.54 August 11, 2016 October 3, 2016 October 17, 2016 $ 0.54 December 8, 2016 January 3, 2017 January 13, 2017 $ 0.42 February 17, 2017 April 3, 2017 April 17, 2017 $ 0.42 May 11, 2017 July 3, 2017 July 17, 2017 $ 0.42 August 10, 2017 October 2, 2017 October 16, 2017 $ 0.42 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 2016 2017 2016 NUMERATOR Basic: Net income $ 41,178 $ 55,340 $ 136,700 $ 159,230 Diluted: Net income $ 41,178 $ 55,340 $ 136,700 $ 159,230 DENOMINATOR Basic: Weighted average common shares outstanding 118,182 117,443 118,044 117,360 Diluted: Weighted average common shares outstanding 118,182 117,443 118,044 117,360 Effect of dilutive securities: Stock options 262 207 353 384 Restricted stock-based awards 84 44 62 80 Weighted average shares and assumed conversions 118,528 117,694 118,459 117,824 BASIC EARNINGS PER SHARE $ 0.35 $ 0.47 $ 1.16 $ 1.36 DILUTED EARNINGS PER SHARE $ 0.35 $ 0.47 $ 1.15 $ 1.35 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Revenue and Net Operating Income of Owned and Managed and the Managed-Only Facilities and Reconciliation to CoreCivic's Operating Income | The revenue and net operating income for the owned and managed and the managed-only facilities and a reconciliation to CoreCivic's operating income is as follows for the three and nine months ended September 30, 2017 and 2016 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Revenue: Owned and managed $ 382,217 $ 411,614 $ 1,141,769 $ 1,202,166 Managed-only 47,675 52,440 149,107 153,616 Total management revenue 429,892 464,054 1,290,876 1,355,782 Operating expenses: Owned and managed 266,471 272,970 783,354 802,642 Managed-only 44,005 47,232 136,747 136,541 Total operating expenses 310,476 320,202 920,101 939,183 Facility net operating income: Owned and managed 115,746 138,644 358,415 399,524 Managed-only 3,670 5,208 12,360 17,075 Total facility net operating income 119,416 143,852 370,775 416,599 Other revenue (expense): Rental and other revenue 12,953 10,881 34,046 29,869 Other operating expense (6,389 ) (6,147 ) (19,964 ) (17,530 ) General and administrative (28,303 ) (27,699 ) (79,546 ) (81,543 ) Depreciation and amortization (36,507 ) (42,924 ) (109,564 ) (127,328 ) Restructuring charges — (4,010 ) — (4,010 ) Asset impairments (355 ) — (614 ) — Operating income $ 60,815 $ 73,953 $ 195,133 $ 216,057 |
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, 2017 and 2016 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Capital expenditures: Owned and managed $ 18,701 $ 17,687 $ 53,630 $ 88,418 Managed-only 1,576 1,793 3,390 3,134 Corporate and other 11,862 3,518 18,958 15,727 Total capital expenditures $ 32,139 $ 22,998 $ 75,978 $ 107,279 |
Schedule of Total Assets | The total assets are as follows (in thousands): September 30, 2017 December 31, 2016 Assets: Owned and managed $ 2,796,248 $ 2,841,799 Managed-only 69,424 62,292 Corporate and other 377,094 367,513 Total assets $ 3,242,766 $ 3,271,604 |
CONDENSED CONSOLIDATING FINAN28
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
CONDENSED CONSOLIDATING BALANCE SHEET | CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2017 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 20,122 $ 22,613 $ — $ 42,735 Accounts receivable, net of allowance 190,866 347,066 (296,789 ) 241,143 Prepaid expenses and other current assets 2,583 23,597 (6,002 ) 20,178 Total current assets 213,571 393,276 (302,791 ) 304,056 Property and equipment, net 2,477,110 322,366 — 2,799,476 Goodwill 23,832 14,896 — 38,728 Non-current deferred tax assets — 15,955 (495 ) 15,460 Other assets 405,683 64,472 (385,109 ) 85,046 Total assets $ 3,120,196 $ 810,965 $ (688,395 ) $ 3,242,766 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 235,716 $ 333,480 $ (302,791 ) $ 266,405 Income taxes payable 1,945 (777 ) — 1,168 Current portion of long-term debt 10,000 — — 10,000 Total current liabilities 247,661 332,703 (302,791 ) 277,573 Long-term debt, net 1,412,060 114,150 (115,000 ) 1,411,210 Non-current deferred tax liabilities 495 — (495 ) — Deferred revenue — 43,143 — 43,143 Other liabilities 1,299 50,860 — 52,159 Total liabilities 1,661,515 540,856 (418,286 ) 1,784,085 Total stockholders' equity 1,458,681 270,109 (270,109 ) 1,458,681 Total liabilities and stockholders' equity $ 3,120,196 $ 810,965 $ (688,395 ) $ 3,242,766 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 11,378 $ 26,333 $ — $ 37,711 Accounts receivable, net of allowance 237,495 270,952 (278,562 ) 229,885 Prepaid expenses and other current assets 7,582 30,123 (6,477 ) 31,228 Total current assets 256,455 327,408 (285,039 ) 298,824 Property and equipment, net 2,493,025 344,632 — 2,837,657 Goodwill 23,231 15,155 — 38,386 Non-current deferred tax assets — 14,056 (321 ) 13,735 Other assets 339,391 57,873 (314,262 ) 83,002 Total assets $ 3,112,102 $ 759,124 $ (599,622 ) $ 3,271,604 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 203,074 $ 342,072 $ (285,039 ) $ 260,107 Income taxes payable 1,850 236 — 2,086 Current portion of long-term debt 10,000 — — 10,000 Total current liabilities 214,924 342,308 (285,039 ) 272,193 Long-term debt, net 1,436,186 113,983 (115,000 ) 1,435,169 Non-current deferred tax liabilities 321 — (321 ) — Deferred revenue — 53,437 — 53,437 Other liabilities 1,708 50,134 — 51,842 Total liabilities 1,653,139 559,862 (400,360 ) 1,812,641 Total stockholders' equity 1,458,963 199,262 (199,262 ) 1,458,963 Total liabilities and stockholders' equity $ 3,112,102 $ 759,124 $ (599,622 ) $ 3,271,604 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2017 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 297,856 $ 368,507 $ (223,518 ) $ 442,845 EXPENSES: Operating 231,528 308,855 (223,518 ) 316,865 General and administrative 9,823 18,480 — 28,303 Depreciation and amortization 22,147 14,360 — 36,507 Asset impairments 300 55 — 355 263,798 341,750 (223,518 ) 382,030 OPERATING INCOME 34,058 26,757 — 60,815 OTHER (INCOME) EXPENSE: Interest expense, net 14,046 2,983 — 17,029 Other (income) expense (96 ) 21 10 (65 ) 13,950 3,004 10 16,964 INCOME BEFORE INCOME TAXES 20,108 23,753 (10 ) 43,851 Income tax expense (541 ) (2,132 ) — (2,673 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 19,567 21,621 (10 ) 41,178 Income from equity in subsidiaries 21,611 — (21,611 ) — NET INCOME $ 41,178 $ 21,621 $ (21,621 ) $ 41,178 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended September 30, 2016 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 298,659 $ 398,617 $ (222,341 ) $ 474,935 EXPENSES: Operating 230,244 318,446 (222,341 ) 326,349 General and administrative 9,326 18,373 — 27,699 Depreciation and amortization 21,321 21,603 — 42,924 Restructuring charges 197 3,813 — 4,010 261,088 362,235 (222,341 ) 400,982 OPERATING INCOME 37,571 36,382 — 73,953 OTHER (INCOME) EXPENSE: Interest expense, net 12,975 3,962 — 16,937 Other (income) expense 115 (57 ) (4 ) 54 13,090 3,905 (4 ) 16,991 INCOME BEFORE INCOME TAXES 24,481 32,477 4 56,962 Income tax expense (512 ) (1,110 ) — (1,622 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 23,969 31,367 4 55,340 Income from equity in subsidiaries 31,371 — (31,371 ) — NET INCOME $ 55,340 $ 31,367 $ (31,367 ) $ 55,340 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2017 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 885,271 $ 1,094,805 $ (655,154 ) $ 1,324,922 EXPENSES: Operating 679,458 915,761 (655,154 ) 940,065 General and administrative 26,630 52,916 — 79,546 Depreciation and amortization 65,206 44,358 — 109,564 Asset impairments 300 314 — 614 771,594 1,013,349 (655,154 ) 1,129,789 OPERATING INCOME 113,677 81,456 — 195,133 OTHER (INCOME) EXPENSE: Interest expense, net 41,219 8,922 — 50,141 Other (income) expense (248 ) 109 31 (108 ) 40,971 9,031 31 50,033 INCOME BEFORE INCOME TAXES 72,706 72,425 (31 ) 145,100 Income tax expense (1,711 ) (6,689 ) — (8,400 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 70,995 65,736 (31 ) 136,700 Income from equity in subsidiaries 65,705 — (65,705 ) — NET INCOME $ 136,700 $ 65,736 $ (65,736 ) $ 136,700 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2016 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 876,697 $ 1,162,834 $ (653,880 ) $ 1,385,651 EXPENSES: Operating 676,997 933,596 (653,880 ) 956,713 General and administrative 27,352 54,191 — 81,543 Depreciation and amortization 63,267 64,061 — 127,328 Restructuring charges 197 3,813 — 4,010 767,813 1,055,661 (653,880 ) 1,169,594 OPERATING INCOME 108,884 107,173 — 216,057 OTHER (INCOME) EXPENSE: Interest expense, net 38,845 12,432 — 51,277 Other (income) expense 516 (401 ) (12 ) 103 39,361 12,031 (12 ) 51,380 INCOME BEFORE INCOME TAXES 69,523 95,142 12 164,677 Income tax expense (1,393 ) (4,054 ) — (5,447 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 68,130 91,088 12 159,230 Income from equity in subsidiaries 91,100 — (91,100 ) — NET INCOME $ 159,230 $ 91,088 $ (91,088 ) $ 159,230 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2017 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 239,662 $ 24,473 $ — $ 264,135 Net cash used in investing activities (50,216 ) (31,544 ) — (81,760 ) Net cash provided by (used in) financing activities (180,702 ) 3,351 — (177,351 ) Net increase (decrease) in cash and cash equivalents 8,744 (3,720 ) — 5,024 CASH AND CASH EQUIVALENTS, beginning of period 11,378 26,333 — 37,711 CASH AND CASH EQUIVALENTS, end of period $ 20,122 $ 22,613 $ — 42,735 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2016 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 271,286 $ 29,901 $ — $ 301,187 Net cash used in investing activities (35,510 ) (60,453 ) — (95,963 ) Net cash provided by (used in) financing activities (228,738 ) 954 — (227,784 ) Net increase (decrease) in cash and cash equivalents 7,038 (29,598 ) — (22,560 ) CASH AND CASH EQUIVALENTS, beginning of period 15,666 49,625 — 65,291 CASH AND CASH EQUIVALENTS, end of period $ 22,704 $ 20,027 $ — $ 42,731 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) ft² in Millions | Sep. 30, 2017ft²FacilityPropertyBedState |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of facilities owned by government partners, managed | 7 |
Number of facilities owned and managed by the company | 67 |
Number of facilities leased to third party operators | 12 |
Correctional, Detention, and Residential Reentry Facility | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of facilities owned by government partners, managed | 7 |
Number of facilities owned and managed by the company | 67 |
Number of beds at the facility | Bed | 77,600 |
Number of states in which company facilities are located | State | 19 |
Leased to Third-Parties | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of states in which company facilities are located | State | 5 |
Number of facilities leased to third party operators | Property | 12 |
Number of square feet | ft² | 1.1 |
Basis of Presentation and Sum30
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Agreement | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Income tax (expense) benefit | $ (2,673) | $ (1,622) | $ (8,400) | $ (5,447) | |
REVENUES | 442,845 | 474,935 | $ 1,324,922 | 1,385,651 | |
ICE | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Number of distinct multiple element arrangements | Agreement | 5 | ||||
REVENUES | 42,500 | $ 71,300 | $ 127,600 | $ 212,800 | |
Deferred revenue | $ 56,800 | 56,800 | $ 67,000 | ||
Accounting Standards Update 2016-09 | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Income tax (expense) benefit | $ 1,000 |
Schedule of Financial Instrumen
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Note receivable from Agecroft Prison Management, LTD, Carrying Amount | $ 3,170 | $ 2,920 |
Debt, Carrying Amount | (1,429,500) | (1,455,000) |
Note receivable from Agecroft Prison Management, LTD, Fair Value | 4,880 | 4,647 |
Debt, Fair Value | $ (1,462,625) | $ (1,459,625) |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)Facility | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($)Facility | Dec. 31, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||||
Establishment of goodwill | This goodwill was established in connection with multiple business combination transactions. | |||
Goodwill | $ 38,728,000 | $ 38,728,000 | $ 38,386,000 | |
State of Texas | ||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||
Goodwill | $ 0 | $ 0 | ||
Number of facilities scheduled to expire in August 2017 | Facility | 4 | |||
Number of facilities for which TDCJ selected other operators | Facility | 3 | |||
Bartlett State Jail | ||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||
Closing date of Bartlett facility | Jun. 24, 2017 | |||
Goodwill impairment charges | $ 300,000 |
Real Estate Transactions - Addi
Real Estate Transactions - Additional Information (Detail) $ in Thousands | Sep. 15, 2017USD ($)BedProperty | Aug. 01, 2017USD ($)Bed | Jun. 01, 2017USD ($)Bed | Feb. 10, 2017USD ($)Bed | Jan. 02, 2017USD ($) | Sep. 30, 2017USD ($)FacilityBed | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)FacilityBedAcquisition | Sep. 30, 2016USD ($) | Jan. 01, 2017Bed |
Facility Activations Developments And Closures [Line Items] | ||||||||||
Aggregate purchase price paid | $ 8,700 | |||||||||
Number of properties acquired in portfolio | Property | 4 | |||||||||
Purchase price, net tangible assets | $ 24,300 | |||||||||
Purchase price, identifiable intangible assets | 2,300 | |||||||||
Purchase price, goodwill | $ 600 | |||||||||
Number of acquisitions | Acquisition | 5 | |||||||||
Operating Expense | $ 316,865 | $ 326,349 | $ 940,065 | $ 956,713 | ||||||
Idled Correctional Facilities | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of facility | Facility | 8 | |||||||||
Idled Non-Core Facilities | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Net Carrying Value | $ 4,100 | $ 4,100 | ||||||||
Number of beds at the facility | Bed | 440 | 440 | ||||||||
Number of facility | Facility | 2 | |||||||||
Idle Facilities | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Operating Expense | $ 3,300 | $ 2,500 | $ 8,600 | $ 6,600 | ||||||
Georgia | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of properties leased | Property | 1 | |||||||||
North Carolina and Georgia | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of properties leased | Property | 1 | |||||||||
North Carolina | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of properties leased | Property | 1 | |||||||||
Purchase price, tenant improvements | 300 | 300 | ||||||||
Residential Reentry Centers | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of beds at the center | Bed | 230 | |||||||||
Eden Detention Center | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Net Carrying Value | $ 40,100 | $ 40,100 | ||||||||
Number of beds at the facility | Bed | 1,422 | 1,422 | ||||||||
Torrance County Detention | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of beds at the facility | Bed | 910 | 910 | ||||||||
Carrying value of facility | $ 37,000 | $ 37,000 | ||||||||
Cibola County Corrections Center | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of beds at the facility | Bed | 1,129 | 1,129 | ||||||||
Number of facility | Facility | 1 | |||||||||
Arapahoe Community Treatment Center | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of beds at the center | Bed | 135 | |||||||||
Consideration paid | $ 5,500 | |||||||||
Stockton Female Community Corrections Facility | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of beds at the center | Bed | 100 | |||||||||
Consideration paid | $ 1,600 | |||||||||
Lease expiration date | 2021-04 | |||||||||
Lease extension period | 5 years | |||||||||
Center Point, Inc. | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of beds at the center | Bed | 200 | |||||||||
Consideration paid | $ 5,300 | |||||||||
Center Point, Inc. | Maximum | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Business combination consideration excluding transaction related expense and potential earn-out | $ 1,700 | |||||||||
New Beginnings Treatment Center, Inc. | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of beds at the center | Bed | 92 | |||||||||
Aggregate purchase price paid | $ 6,400 |
Idled Facilities and Respective
Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($)Bed | Dec. 31, 2016USD ($) | |
Prairie Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,600 | |
Date Idled | 2,010 | |
Net Carrying Value | $ | $ 16,315 | $ 17,071 |
Huerfano County Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 752 | |
Date Idled | 2,010 | |
Net Carrying Value | $ | $ 17,060 | 17,542 |
Diamondback Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 2,160 | |
Date Idled | 2,010 | |
Net Carrying Value | $ | $ 40,571 | 41,539 |
Southeast Kentucky Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 656 | |
Date Idled | 2,012 | |
Net Carrying Value | $ | $ 22,074 | 22,618 |
Marion Adjustment Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 826 | |
Date Idled | 2,013 | |
Net Carrying Value | $ | $ 12,161 | 12,135 |
Lee Adjustment Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 816 | |
Date Idled | 2,015 | |
Net Carrying Value | $ | $ 10,565 | 10,342 |
Kit Carson Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,488 | |
Date Idled | 2,016 | |
Net Carrying Value | $ | $ 57,505 | 58,819 |
Eden Detention Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,422 | |
Date Idled | 2,017 | |
Net Carrying Value | $ | $ 40,072 | 41,269 |
Idle Facilities | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 9,720 | |
Net Carrying Value | $ | $ 216,323 | $ 221,335 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,429,500 | $ 1,455,000 |
Unamortized debt issuance costs | (8,290) | (9,831) |
Current portion of long-term debt | (10,000) | (10,000) |
Long-term debt, net | 1,411,210 | 1,435,169 |
Term Loan Due in July 2020 | ||
Debt Instrument [Line Items] | ||
Total debt | 87,500 | 95,000 |
Unamortized debt issuance costs | (300) | (400) |
Senior Notes 4.625% Due 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | 350,000 | 350,000 |
Unamortized debt issuance costs | (3,500) | (3,900) |
Senior Notes 4.125% Due 2020 | ||
Debt Instrument [Line Items] | ||
Total debt | 325,000 | 325,000 |
Unamortized debt issuance costs | (2,100) | (2,700) |
Senior Notes 5.0% Due 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 250,000 | 250,000 |
Unamortized debt issuance costs | (2,400) | (2,800) |
Revolving Credit Facility | $900.0 Million Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 417,000 | $ 435,000 |
Schedule of Debt Outstanding (P
Schedule of Debt Outstanding (Parenthetical) (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Apr. 30, 2013 | Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 8,290,000 | $ 9,831,000 | ||
Term Loan Due in July 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 2.70% | 2.30% | ||
Debt maturity date | Jul. 31, 2020 | |||
Interest payable dates | interest payable periodically at variable interest rates. | |||
Unamortized debt issuance costs | $ 300,000 | $ 400,000 | ||
Senior Notes 4.625% Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.625% | 4.625% | ||
Debt maturity date | May 1, 2023 | May 1, 2023 | ||
Interest payable dates | interest payable semi-annually in May and November at 4.625%. | |||
Unamortized debt issuance costs | $ 3,500,000 | 3,900,000 | ||
Senior Notes 4.125% Due 2020 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.125% | 4.125% | ||
Debt maturity date | Apr. 1, 2020 | Apr. 1, 2020 | ||
Interest payable dates | interest payable semi-annually in April and October at 4.125%. | |||
Unamortized debt issuance costs | $ 2,100,000 | 2,700,000 | ||
Senior Notes 5.0% Due 2022 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.00% | 5.00% | ||
Debt maturity date | Oct. 15, 2022 | Oct. 15, 2022 | ||
Interest payable dates | interest payable semi-annually in April and October at 5.0%. | |||
Unamortized debt issuance costs | $ 2,400,000 | 2,800,000 | ||
Revolving Credit Facility | $900.0 Million Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility maximum borrowing capacity | $ 900,000,000 | $ 900,000,000 | ||
Revolving Credit Facility maturity date | Jul. 31, 2020 | |||
Weighted average rate | 2.70% | 2.20% | ||
Interest payable dates | interest payable periodically at variable interest rates. |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jul. 31, 2015 | Apr. 30, 2013 | Sep. 30, 2017 | Dec. 31, 2016 | Oct. 06, 2015 | |
Debt Instrument [Line Items] | ||||||
Borrowings outstanding under credit facility | $ 417,000,000 | |||||
Revolving Credit Facility letters of credit outstanding | 6,900,000 | |||||
Total debt | 1,429,500,000 | $ 1,455,000,000 | ||||
Term Loan Due in July 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 100,000,000 | |||||
Total debt | $ 87,500,000 | |||||
Debt maturity date | Jul. 31, 2020 | |||||
Senior Notes 4.125% Due 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 325,000,000 | |||||
Debt maturity date | Apr. 1, 2020 | Apr. 1, 2020 | ||||
Stated interest rate | 4.125% | 4.125% | ||||
Debt instrument redemption percentage of par | 100.00% | |||||
Senior Notes 4.625% Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 350,000,000 | |||||
Debt maturity date | May 1, 2023 | May 1, 2023 | ||||
Stated interest rate | 4.625% | 4.625% | ||||
Debt instrument redemption percentage of par | 100.00% | |||||
Senior Notes 5.0% Due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 250,000,000 | |||||
Debt maturity date | Oct. 15, 2022 | Oct. 15, 2022 | ||||
Stated interest rate | 5.00% | 5.00% | ||||
Debt instrument redemption percentage of par | 100.00% | |||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit interest on outstanding borrowings | At CoreCivic's option, interest on outstanding borrowings under the $900.0 Million Revolving Credit Facility is based on either a base rate plus a margin ranging from 0.00% to 0.75% or at the London Interbank Offered Rate ("LIBOR") plus a margin ranging from 1.00% to 1.75% based on CoreCivic's then-current leverage ratio. | |||||
Line of credit facility, maximum borrowing capacity | $ 900,000,000 | |||||
Line of credit facility, aggregate principal amount of additional borrowing | 350,000,000 | |||||
Sublimit swing line loans | 30,000,000 | |||||
Percentage of commitment fee to unfunded balance | 0.35% | |||||
Line of credit facility, remaining borrowing capacity | $ 476,100,000 | |||||
Sublimit for issuance of standby letters of credit | $ 50,000,000 | |||||
Percentage of capital stock of foreign subsidiary secured by pledge under Revolving Credit Facilities | 65.00% | |||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, percentage points added to reference rate | 0.50% | |||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, percentage points added to reference rate | 0.00% | |||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, percentage points added to reference rate | 0.75% | |||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, percentage points added to reference rate | 1.50% | |||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, percentage points added to reference rate | 1.00% | |||||
Amended Revolving Credit Facility | $900.0 Million Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, percentage points added to reference rate | 1.75% |
Schedule of Principal Payments
Schedule of Principal Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
2017 (remainder) | $ 2,500 | |
2,018 | 10,000 | |
2,019 | 15,000 | |
2,020 | 802,000 | |
2,021 | 0 | |
Thereafter | 600,000 | |
Total debt | $ 1,429,500 | $ 1,455,000 |
Declared Common Stock Dividends
Declared Common Stock Dividends (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Dividends Payable [Line Items] | ||||
Per Share | $ 0.42 | $ 0.54 | $ 1.26 | $ 1.62 |
Dividend Payment 1st | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Feb. 19, 2016 | |||
Record Date | Apr. 1, 2016 | |||
Payable Date | Apr. 15, 2016 | |||
Per Share | $ 0.54 | |||
Dividend Payment 2nd | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | May 12, 2016 | |||
Record Date | Jul. 1, 2016 | |||
Payable Date | Jul. 15, 2016 | |||
Per Share | $ 0.54 | |||
Dividend Payment 3rd | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Aug. 11, 2016 | |||
Record Date | Oct. 3, 2016 | |||
Payable Date | Oct. 17, 2016 | |||
Per Share | $ 0.54 | |||
Dividend Payment 4th | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Dec. 8, 2016 | |||
Record Date | Jan. 3, 2017 | |||
Payable Date | Jan. 13, 2017 | |||
Per Share | $ 0.42 | |||
Dividend Payment 5th | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Feb. 17, 2017 | |||
Record Date | Apr. 3, 2017 | |||
Payable Date | Apr. 17, 2017 | |||
Per Share | $ 0.42 | |||
Dividend Payment 6th | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | May 11, 2017 | |||
Record Date | Jul. 3, 2017 | |||
Payable Date | Jul. 17, 2017 | |||
Per Share | $ 0.42 | |||
Dividend Payment 7th | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Aug. 10, 2017 | |||
Record Date | Oct. 2, 2017 | |||
Payable Date | Oct. 16, 2017 | |||
Per Share | $ 0.42 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Common stock options outstanding | 1,000,000 | 1,000,000 | |||
Weighted average exercise price of common stock outstanding | $ 19.92 | $ 19.92 | |||
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 | $ 18.1 | $ 18.5 | |||
Allocated share-based compensation expense | $ 4.1 | $ 6.2 | $ 12.2 | $ 13.9 | |
Restricted common stock units remained outstanding and subject to vesting | 1,000,000 | 1,000,000 | |||
Restricted stock based awards | Employees And Non Employee Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Restricted common stock units issued by CoreCivic | 554,000 | 635,000 | |||
Restricted stock based awards | Officers And Executive Officers | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Vesting period | 3 years | ||||
Percent of awards eligible to vest | 33.33% | ||||
Restricted stock based awards | Other Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Vesting period, continuous service requirement | 3 years | ||||
Restricted stock based awards | Non Employee Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Vesting period | 1 year | ||||
Restricted stock based awards | General and Administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Allocated share-based compensation expense | $ 3.6 | 4.1 | $ 10.7 | 10.9 | |
Restricted stock based awards | General and Administrative | 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 | 487,000 | 562,000 | |||
Restricted stock based awards | Operating | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Allocated share-based compensation expense | $ 0.5 | 0.4 | $ 1.5 | 1.3 | |
Restricted stock based awards | Operating | Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Restricted common stock units issued by CoreCivic | 67,000 | 73,000 | |||
Restricted stock based awards | Restructuring Charges | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Allocated share-based compensation expense | $ 1.7 | $ 1.7 |
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income, Basic | $ 41,178 | $ 55,340 | $ 136,700 | $ 159,230 |
Net income, Diluted | $ 41,178 | $ 55,340 | $ 136,700 | $ 159,230 |
Weighted average common shares outstanding, Basic | 118,182 | 117,443 | 118,044 | 117,360 |
Weighted average common shares outstanding, Basic | 118,182 | 117,443 | 118,044 | 117,360 |
Weighted average shares and assumed conversions | 118,528 | 117,694 | 118,459 | 117,824 |
BASIC EARNINGS PER SHARE | $ 0.35 | $ 0.47 | $ 1.16 | $ 1.36 |
DILUTED EARNINGS PER SHARE | $ 0.35 | $ 0.47 | $ 1.15 | $ 1.35 |
Stock options | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities | 262 | 207 | 353 | 384 |
Restricted stock based awards | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities | 84 | 44 | 62 | 80 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options excluded from computation of earnings per share because they were anti-dilutive | 16,000 | 100,000 | 5,000 | 48,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017LegalMatter | |
Loss Contingencies [Line Items] | |
Number of pending legal proceedings that would have an effect on consolidated financial position, results of operations, or cash flows | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Taxes [Line Items] | ||||
Minimum Distribution Percentage of Taxable Income to Qualify for Real Estate Investment Trust | 90.00% | |||
Income tax expense | $ (2,673,000) | $ (1,622,000) | $ (8,400,000) | $ (5,447,000) |
Liabilities for uncertain tax positions | $ 0 | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017FacilitySegment | |
Segment Reporting Information [Line Items] | |
Number of facilities owned and managed | 67 |
Number of facilities owned by government partners, managed | 7 |
Number of Operating segments | Segment | 1 |
Number of facilities leased to third party operators | 12 |
Schedule of Revenue and Net Ope
Schedule of Revenue and Net Operating Income of Owned and Managed and the Managed-Only Facilities and Reconciliation to CoreCivic's Operating Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
REVENUES | $ 442,845 | $ 474,935 | $ 1,324,922 | $ 1,385,651 |
Operating expenses | 316,865 | 326,349 | 940,065 | 956,713 |
Operating income | 60,815 | 73,953 | 195,133 | 216,057 |
General and administrative | (28,303) | (27,699) | (79,546) | (81,543) |
Depreciation and amortization | (36,507) | (42,924) | (109,564) | (127,328) |
Restructuring charges | (4,010) | (4,010) | ||
Asset impairments | (355) | (614) | ||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 429,892 | 464,054 | 1,290,876 | 1,355,782 |
Operating expenses | 310,476 | 320,202 | 920,101 | 939,183 |
Operating income | 119,416 | 143,852 | 370,775 | 416,599 |
Operating Segments | Owned and managed | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 382,217 | 411,614 | 1,141,769 | 1,202,166 |
Operating expenses | 266,471 | 272,970 | 783,354 | 802,642 |
Operating income | 115,746 | 138,644 | 358,415 | 399,524 |
Operating Segments | Managed-only | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 47,675 | 52,440 | 149,107 | 153,616 |
Operating expenses | 44,005 | 47,232 | 136,747 | 136,541 |
Operating income | 3,670 | 5,208 | 12,360 | 17,075 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Rental and other revenue | 12,953 | 10,881 | 34,046 | 29,869 |
Other operating expense | (6,389) | (6,147) | (19,964) | (17,530) |
General and administrative | (28,303) | (27,699) | (79,546) | (81,543) |
Depreciation and amortization | (36,507) | (42,924) | (109,564) | (127,328) |
Restructuring charges | $ (4,010) | $ (4,010) | ||
Asset impairments | $ (355) | $ (614) |
Summary of Capital Expenditures
Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | $ 32,139 | $ 22,998 | $ 75,978 | $ 107,279 |
Owned and managed | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 18,701 | 17,687 | 53,630 | 88,418 |
Managed-only | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 1,576 | 1,793 | 3,390 | 3,134 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | $ 11,862 | $ 3,518 | $ 18,958 | $ 15,727 |
Schedule of Total Assets (Detai
Schedule of Total Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,242,766 | $ 3,271,604 |
Owned and managed | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,796,248 | 2,841,799 |
Managed-only | ||
Segment Reporting Information [Line Items] | ||
Total assets | 69,424 | 62,292 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 377,094 | $ 367,513 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Nov. 01, 2017USD ($)FacilityBed | Oct. 13, 2017USD ($) | Sep. 15, 2017USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Subsequent Event [Line Items] | ||||||
Unamortized debt issuance costs | $ 8,290,000 | $ 9,831,000 | ||||
Aggregate purchase price paid | $ 8,700,000 | |||||
Forecast | 4.75% Senior Notes Due October 15, 2027 | ||||||
Subsequent Event [Line Items] | ||||||
Unamortized debt issuance costs | $ 4,100,000 | |||||
Revolving Credit Facility | $900.0 Million Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | $ 900,000,000 | $ 900,000,000 | ||||
Subsequent Event | Time to Change, Inc. | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate purchase price paid | $ 13,200,000 | |||||
Additional contingent consideration current | $ 9,000,000 | |||||
Number of facility | Facility | 3 | |||||
Number of beds at the facility | Bed | 422 | |||||
Subsequent Event | 4.75% Senior Notes Due October 15, 2027 | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 250,000,000 | |||||
Stated interest rate | 4.75% | |||||
Debt maturity date | Oct. 15, 2027 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||||
Cash and cash equivalents | $ 42,735 | $ 37,711 | $ 42,731 | $ 65,291 |
Accounts receivable, net of allowance | 241,143 | 229,885 | ||
Prepaid expenses and other current assets | 20,178 | 31,228 | ||
Total current assets | 304,056 | 298,824 | ||
Property and equipment, net | 2,799,476 | 2,837,657 | ||
Goodwill | 38,728 | 38,386 | ||
Non-current deferred tax assets | 15,460 | 13,735 | ||
Other assets | 85,046 | 83,002 | ||
Total assets | 3,242,766 | 3,271,604 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 266,405 | 260,107 | ||
Income taxes payable | 1,168 | 2,086 | ||
Current portion of long-term debt | 10,000 | 10,000 | ||
Total current liabilities | 277,573 | 272,193 | ||
Long-term debt, net | 1,411,210 | 1,435,169 | ||
Deferred revenue | 43,143 | 53,437 | ||
Other liabilities | 52,159 | 51,842 | ||
Total liabilities | 1,784,085 | 1,812,641 | ||
Total stockholders' equity | 1,458,681 | 1,458,963 | $ 1,444,193 | $ 1,462,748 |
Total liabilities and stockholders' equity | 3,242,766 | 3,271,604 | ||
Reportable Legal Entities | Parent | ||||
ASSETS | ||||
Cash and cash equivalents | 20,122 | 11,378 | ||
Accounts receivable, net of allowance | 190,866 | 237,495 | ||
Prepaid expenses and other current assets | 2,583 | 7,582 | ||
Total current assets | 213,571 | 256,455 | ||
Property and equipment, net | 2,477,110 | 2,493,025 | ||
Goodwill | 23,832 | 23,231 | ||
Other assets | 405,683 | 339,391 | ||
Total assets | 3,120,196 | 3,112,102 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 235,716 | 203,074 | ||
Income taxes payable | 1,945 | 1,850 | ||
Current portion of long-term debt | 10,000 | 10,000 | ||
Total current liabilities | 247,661 | 214,924 | ||
Long-term debt, net | 1,412,060 | 1,436,186 | ||
Non-current deferred tax liabilities | 495 | 321 | ||
Other liabilities | 1,299 | 1,708 | ||
Total liabilities | 1,661,515 | 1,653,139 | ||
Total stockholders' equity | 1,458,681 | 1,458,963 | ||
Total liabilities and stockholders' equity | 3,120,196 | 3,112,102 | ||
Reportable Legal Entities | Combined Subsidiary Guarantors | ||||
ASSETS | ||||
Cash and cash equivalents | 22,613 | 26,333 | ||
Accounts receivable, net of allowance | 347,066 | 270,952 | ||
Prepaid expenses and other current assets | 23,597 | 30,123 | ||
Total current assets | 393,276 | 327,408 | ||
Property and equipment, net | 322,366 | 344,632 | ||
Goodwill | 14,896 | 15,155 | ||
Non-current deferred tax assets | 15,955 | 14,056 | ||
Other assets | 64,472 | 57,873 | ||
Total assets | 810,965 | 759,124 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | 333,480 | 342,072 | ||
Income taxes payable | (777) | 236 | ||
Total current liabilities | 332,703 | 342,308 | ||
Long-term debt, net | 114,150 | 113,983 | ||
Deferred revenue | 43,143 | 53,437 | ||
Other liabilities | 50,860 | 50,134 | ||
Total liabilities | 540,856 | 559,862 | ||
Total stockholders' equity | 270,109 | 199,262 | ||
Total liabilities and stockholders' equity | 810,965 | 759,124 | ||
Consolidating Adjustments and Other | ||||
ASSETS | ||||
Accounts receivable, net of allowance | (296,789) | (278,562) | ||
Prepaid expenses and other current assets | (6,002) | (6,477) | ||
Total current assets | (302,791) | (285,039) | ||
Non-current deferred tax assets | (495) | (321) | ||
Other assets | (385,109) | (314,262) | ||
Total assets | (688,395) | (599,622) | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable and accrued expenses | (302,791) | (285,039) | ||
Total current liabilities | (302,791) | (285,039) | ||
Long-term debt, net | (115,000) | (115,000) | ||
Non-current deferred tax liabilities | (495) | (321) | ||
Total liabilities | (418,286) | (400,360) | ||
Total stockholders' equity | (270,109) | (199,262) | ||
Total liabilities and stockholders' equity | $ (688,395) | $ (599,622) |
Condensed Consolidating Stateme
Condensed Consolidating Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||||
REVENUES | $ 442,845 | $ 474,935 | $ 1,324,922 | $ 1,385,651 |
EXPENSES: | ||||
Operating | 316,865 | 326,349 | 940,065 | 956,713 |
General and administrative | 28,303 | 27,699 | 79,546 | 81,543 |
Depreciation and amortization | 36,507 | 42,924 | 109,564 | 127,328 |
Asset impairments | 355 | 614 | ||
Restructuring charges | 4,010 | 4,010 | ||
Costs and Expenses, Total | 382,030 | 400,982 | 1,129,789 | 1,169,594 |
OPERATING INCOME | 60,815 | 73,953 | 195,133 | 216,057 |
OTHER (INCOME) EXPENSE: | ||||
Interest expense, net | 17,029 | 16,937 | 50,141 | 51,277 |
Other (income) expense | (65) | 54 | (108) | 103 |
Total non-operating expense (income) | 16,964 | 16,991 | 50,033 | 51,380 |
INCOME BEFORE INCOME TAXES | 43,851 | 56,962 | 145,100 | 164,677 |
Income tax expense | (2,673) | (1,622) | (8,400) | (5,447) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 41,178 | 55,340 | 136,700 | 159,230 |
NET INCOME | 41,178 | 55,340 | 136,700 | 159,230 |
Reportable Legal Entities | Parent | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
REVENUES | 297,856 | 298,659 | 885,271 | 876,697 |
EXPENSES: | ||||
Operating | 231,528 | 230,244 | 679,458 | 676,997 |
General and administrative | 9,823 | 9,326 | 26,630 | 27,352 |
Depreciation and amortization | 22,147 | 21,321 | 65,206 | 63,267 |
Asset impairments | 300 | 300 | ||
Restructuring charges | 197 | 197 | ||
Costs and Expenses, Total | 263,798 | 261,088 | 771,594 | 767,813 |
OPERATING INCOME | 34,058 | 37,571 | 113,677 | 108,884 |
OTHER (INCOME) EXPENSE: | ||||
Interest expense, net | 14,046 | 12,975 | 41,219 | 38,845 |
Other (income) expense | (96) | 115 | (248) | 516 |
Total non-operating expense (income) | 13,950 | 13,090 | 40,971 | 39,361 |
INCOME BEFORE INCOME TAXES | 20,108 | 24,481 | 72,706 | 69,523 |
Income tax expense | (541) | (512) | (1,711) | (1,393) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 19,567 | 23,969 | 70,995 | 68,130 |
Income from equity in subsidiaries | 21,611 | 31,371 | 65,705 | 91,100 |
NET INCOME | 41,178 | 55,340 | 136,700 | 159,230 |
Reportable Legal Entities | Combined Subsidiary Guarantors | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
REVENUES | 368,507 | 398,617 | 1,094,805 | 1,162,834 |
EXPENSES: | ||||
Operating | 308,855 | 318,446 | 915,761 | 933,596 |
General and administrative | 18,480 | 18,373 | 52,916 | 54,191 |
Depreciation and amortization | 14,360 | 21,603 | 44,358 | 64,061 |
Asset impairments | 55 | 314 | ||
Restructuring charges | 3,813 | 3,813 | ||
Costs and Expenses, Total | 341,750 | 362,235 | 1,013,349 | 1,055,661 |
OPERATING INCOME | 26,757 | 36,382 | 81,456 | 107,173 |
OTHER (INCOME) EXPENSE: | ||||
Interest expense, net | 2,983 | 3,962 | 8,922 | 12,432 |
Other (income) expense | 21 | (57) | 109 | (401) |
Total non-operating expense (income) | 3,004 | 3,905 | 9,031 | 12,031 |
INCOME BEFORE INCOME TAXES | 23,753 | 32,477 | 72,425 | 95,142 |
Income tax expense | (2,132) | (1,110) | (6,689) | (4,054) |
INCOME BEFORE EQUITY IN SUBSIDIARIES | 21,621 | 31,367 | 65,736 | 91,088 |
NET INCOME | 21,621 | 31,367 | 65,736 | 91,088 |
Consolidating Adjustments and Other | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
REVENUES | (223,518) | (222,341) | (655,154) | (653,880) |
EXPENSES: | ||||
Operating | (223,518) | (222,341) | (655,154) | (653,880) |
Costs and Expenses, Total | (223,518) | (222,341) | (655,154) | (653,880) |
OTHER (INCOME) EXPENSE: | ||||
Other (income) expense | 10 | (4) | 31 | (12) |
Total non-operating expense (income) | 10 | (4) | 31 | (12) |
INCOME BEFORE INCOME TAXES | (10) | 4 | (31) | 12 |
INCOME BEFORE EQUITY IN SUBSIDIARIES | (10) | 4 | (31) | 12 |
Income from equity in subsidiaries | (21,611) | (31,371) | (65,705) | (91,100) |
NET INCOME | $ (21,621) | $ (31,367) | $ (65,736) | $ (91,088) |
Condensed Consolidating State52
Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 264,135 | $ 301,187 |
Net cash used in investing activities | (81,760) | (95,963) |
Net cash provided by (used in) financing activities | (177,351) | (227,784) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 5,024 | (22,560) |
CASH AND CASH EQUIVALENTS, beginning of period | 37,711 | 65,291 |
CASH AND CASH EQUIVALENTS, end of period | 42,735 | 42,731 |
Reportable Legal Entities | Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 239,662 | 271,286 |
Net cash used in investing activities | (50,216) | (35,510) |
Net cash provided by (used in) financing activities | (180,702) | (228,738) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 8,744 | 7,038 |
CASH AND CASH EQUIVALENTS, beginning of period | 11,378 | 15,666 |
CASH AND CASH EQUIVALENTS, end of period | 20,122 | 22,704 |
Reportable Legal Entities | Combined Subsidiary Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 24,473 | 29,901 |
Net cash used in investing activities | (31,544) | (60,453) |
Net cash provided by (used in) financing activities | 3,351 | 954 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (3,720) | (29,598) |
CASH AND CASH EQUIVALENTS, beginning of period | 26,333 | 49,625 |
CASH AND CASH EQUIVALENTS, end of period | $ 22,613 | $ 20,027 |