Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CXW | |
Entity Registrant Name | CORECIVIC, INC. | |
Entity Central Index Key | 0001070985 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 117,619,432 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-16109 | |
Entity Tax Identification Number | 62-1763875 | |
Entity Address, Address Line One | 5501 VIRGINIA WAY | |
Entity Address, City or Town | BRENTWOOD | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37027 | |
City Area Code | 615 | |
Local Phone Number | 263-3000 | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | MD | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 115,611 | $ 299,645 |
Restricted cash | 11,794 | 11,062 |
Accounts receivable, net of credit loss reserve of $8,946 and $7,931, respectively | 273,839 | 282,809 |
Prepaid expenses and other current assets | 42,413 | 26,872 |
Assets held for sale | 61,587 | 6,996 |
Total current assets | 505,244 | 627,384 |
Real estate and related assets: | ||
Property and equipment, net of accumulated depreciation of $1,671,088 and $1,657,709, respectively | 2,197,463 | 2,283,256 |
Other real estate assets | 213,164 | 218,915 |
Goodwill | 4,844 | 4,844 |
Other assets | 355,815 | 364,539 |
Total assets | 3,276,530 | 3,498,938 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 294,435 | 305,592 |
Current portion of long-term debt | 180,378 | 35,376 |
Total current liabilities | 474,813 | 340,968 |
Long-term debt, net | 1,148,679 | 1,492,046 |
Deferred revenue | 25,070 | 27,551 |
Non-current deferred tax liabilities | 91,828 | 88,157 |
Other liabilities | 167,200 | 177,748 |
Total liabilities | 1,907,590 | 2,126,470 |
Commitments and contingencies | ||
Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock – $0.01 par value; 300,000 shares authorized; 118,620 and 120,285 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 1,186 | 1,203 |
Additional paid-in capital | 1,836,949 | 1,869,955 |
Accumulated deficit | (469,195) | (498,690) |
Total stockholders' equity | 1,368,940 | 1,372,468 |
Total liabilities and stockholders' equity | $ 3,276,530 | $ 3,498,938 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, credit loss reserve | $ 8,946 | $ 7,931 |
Accumulated depreciation | $ 1,671,088 | $ 1,657,709 |
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 | 118,620,000 | 120,285,000 |
Common stock, shares outstanding | 118,620,000 | 120,285,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUE | $ 456,697 | $ 464,571 | $ 909,685 | $ 919,289 |
EXPENSES: | ||||
Operating | 349,000 | 333,070 | 693,629 | 665,954 |
General and administrative | 31,513 | 33,228 | 62,614 | 62,758 |
Depreciation and amortization | 32,259 | 34,084 | 64,287 | 66,796 |
Shareholder litigation expense | 1,900 | 2,550 | 1,900 | 54,295 |
Asset impairments | 2,866 | 4,174 | ||
Costs and Expenses, Total | 414,672 | 405,798 | 822,430 | 853,977 |
OTHER INCOME (EXPENSE): | ||||
Interest expense, net | (21,668) | (23,222) | (44,588) | (41,650) |
Expenses associated with debt repayments and refinancing transactions | (6,805) | (52,167) | (6,805) | (52,167) |
Gain on sale of real estate assets, net | 1,060 | 38,766 | 3,321 | 38,766 |
Other income (expense) | (37) | (8) | 1,005 | (156) |
INCOME BEFORE INCOME TAXES | 14,575 | 22,142 | 40,188 | 10,105 |
Income tax expense | (4,013) | (6,519) | (10,623) | (120,050) |
NET INCOME (LOSS) | $ 10,562 | $ 15,623 | $ 29,565 | $ (109,945) |
BASIC EARNINGS (LOSS) PER SHARE | $ 0.09 | $ 0.13 | $ 0.25 | $ (0.92) |
DILUTED EARNINGS (LOSS) PER SHARE | $ 0.09 | $ 0.13 | $ 0.24 | $ (0.92) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 29,565 | $ (109,945) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 64,287 | 66,796 |
Asset impairments | 4,174 | |
Amortization of debt issuance costs and other non-cash interest | 3,164 | 3,520 |
Expenses associated with debt repayments and refinancing transactions | 6,805 | 52,167 |
Gain on sale of real estate assets, net | (3,321) | (38,766) |
Deferred income taxes | 3,671 | 97,436 |
Non-cash revenue and other income | (2,505) | 788 |
Non-cash equity compensation | 9,720 | 8,542 |
Other expenses and non-cash items | 2,543 | 3,077 |
Changes in assets and liabilities, net: | ||
Accounts receivable, prepaid expenses and other assets | (6,880) | (20,318) |
Accounts payable, accrued expenses and other liabilities | (12,735) | 14,855 |
Net cash provided by operating activities | 94,314 | 82,326 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for facility development and expansions | (13,789) | (8,669) |
Expenditures for other capital improvements | (20,075) | (24,710) |
Net proceeds from sale of assets | 10,957 | 320,653 |
(Increase) decrease in other assets | 161 | (702) |
Net cash provided by (used in) investing activities | (22,746) | 286,572 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt | 100,000 | 510,500 |
Scheduled principal repayments | (10,278) | (19,521) |
Principal repayments of credit facility | (172,000) | |
Repayment of non-recourse mortgage notes | (161,930) | |
Other repayments of debt | (295,139) | (425,988) |
Payment of debt defeasance, issuance and other refinancing and related costs | (8,046) | (60,449) |
Payment of lease obligations for financing leases | (285) | (276) |
Contingent consideration for acquisition of business | (1,000) | |
Purchase and retirement of common stock | (40,236) | (1,634) |
Net cash used in financing activities | (254,870) | (333,911) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (183,302) | 34,987 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 310,707 | 136,768 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 127,405 | 171,755 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Establishment of right of use assets and lease liabilities | 1,590 | 322 |
Cash paid during the period for: | ||
Interest (net of amounts capitalized of $0.5 million and $0.1 million in 2022 and 2021, respectively) | 46,312 | 38,893 |
Income taxes paid | 14,225 | 13,871 |
RSU | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividends paid on RSUs | $ (886) | $ (1,613) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Interest, capitalized interest | $ 0.5 | $ 0.1 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | Non-controlling Interest-Operating Partnership |
Balance at Dec. 31, 2020 | $ 1,413,442 | $ 1,196 | $ 1,835,494 | $ (446,519) | $ 1,390,171 | $ 23,271 |
Balance (in shares) at Dec. 31, 2020 | 119,638 | |||||
Net income (loss) | (125,568) | (125,568) | (125,568) | |||
Retirement of common stock | (1,634) | $ (2) | (1,632) | (1,634) | ||
Retirement of common stock (in shares) | (220) | |||||
Dividends on RSUs | (218) | (218) | (218) | |||
Restricted stock compensation, net of forfeitures | 4,213 | 4,213 | 4,213 | |||
Restricted stock grants | $ 9 | (9) | ||||
Restricted stock grants (in shares) | 859 | |||||
Balance at Mar. 31, 2021 | 1,290,235 | $ 1,203 | 1,838,066 | (572,305) | 1,266,964 | 23,271 |
Balance (in shares) at Mar. 31, 2021 | 120,277 | |||||
Balance at Dec. 31, 2020 | 1,413,442 | $ 1,196 | 1,835,494 | (446,519) | 1,390,171 | 23,271 |
Balance (in shares) at Dec. 31, 2020 | 119,638 | |||||
Net income (loss) | (109,945) | |||||
Balance at Jun. 30, 2021 | 1,310,230 | $ 1,203 | 1,842,395 | (556,639) | 1,286,959 | 23,271 |
Balance (in shares) at Jun. 30, 2021 | 120,285 | |||||
Balance at Mar. 31, 2021 | 1,290,235 | $ 1,203 | 1,838,066 | (572,305) | 1,266,964 | 23,271 |
Balance (in shares) at Mar. 31, 2021 | 120,277 | |||||
Net income (loss) | 15,623 | 15,623 | 15,623 | |||
Forfeiture of dividends on RSUs | 43 | 43 | 43 | |||
Restricted stock compensation, net of forfeitures | 4,329 | 4,329 | 4,329 | |||
Restricted stock grants (in shares) | 8 | |||||
Balance at Jun. 30, 2021 | 1,310,230 | $ 1,203 | 1,842,395 | (556,639) | 1,286,959 | $ 23,271 |
Balance (in shares) at Jun. 30, 2021 | 120,285 | |||||
Balance at Dec. 31, 2021 | $ 1,203 | 1,869,955 | (498,690) | 1,372,468 | ||
Balance (in shares) at Dec. 31, 2021 | 120,285 | |||||
Net income (loss) | 19,003 | 19,003 | ||||
Retirement of common stock | $ (5) | (5,139) | (5,144) | |||
Retirement of common stock (in shares) | (518) | |||||
Dividends on RSUs | (77) | (77) | ||||
Restricted stock compensation, net of forfeitures | 5,267 | 5,267 | ||||
Restricted stock grants | $ 18 | (18) | ||||
Restricted stock grants (in shares) | 1,819 | |||||
Balance at Mar. 31, 2022 | $ 1,216 | 1,870,065 | (479,764) | 1,391,517 | ||
Balance (in shares) at Mar. 31, 2022 | 121,586 | |||||
Balance at Dec. 31, 2021 | $ 1,203 | 1,869,955 | (498,690) | 1,372,468 | ||
Balance (in shares) at Dec. 31, 2021 | 120,285 | |||||
Net income (loss) | 29,565 | |||||
Balance at Jun. 30, 2022 | $ 1,186 | 1,836,949 | (469,195) | 1,368,940 | ||
Balance (in shares) at Jun. 30, 2022 | 118,620 | |||||
Balance at Mar. 31, 2022 | $ 1,216 | 1,870,065 | (479,764) | 1,391,517 | ||
Balance (in shares) at Mar. 31, 2022 | 121,586 | |||||
Net income (loss) | $ 10,562 | 10,562 | 10,562 | |||
Retirement of common stock | $ (30) | (37,569) | (37,599) | |||
Retirement of common stock (in shares) | (2,985) | |||||
Forfeiture of dividends on RSUs | 7 | 7 | ||||
Restricted stock compensation, net of forfeitures | 4,453 | 4,453 | ||||
Restricted stock grants (in shares) | 19 | |||||
Balance at Jun. 30, 2022 | $ 1,186 | $ 1,836,949 | $ (469,195) | $ 1,368,940 | ||
Balance (in shares) at Jun. 30, 2022 | 118,620 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
ORGANIZATION AND OPERATIONS | 1. ORGANIZATION AND OPERATIONS CoreCivic, Inc. (together with its subsidiaries, the "Company" or "CoreCivic") is the nation's largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States. The Company also believes it is the largest private owner of real estate used by government agencies in the U.S. Through three segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties, the Company provides a broad range of solutions to government partners that serve the public good through corrections and detention management, a network of residential reentry centers to help address America's recidivism crisis, and government real estate solutions. As of June 30, 2022, through its CoreCivic Safety segment, the Company operated 45 correctional and detention facilities, 41 of which the Company owned, with a total design capacity of approximately 68,000 beds. Through its CoreCivic Community segment, the Company owned and operated 24 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, through its CoreCivic Properties segment, the Company owned 10 properties for lease to third parties and used by government agencies, totaling 1.8 million In addition to providing fundamental residential services, CoreCivic's correctional, detention, and reentry facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training, and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release. CoreCivic also provides or makes available to offenders certain health care (including medical, dental, and mental health services), food services, and work and recreational programs. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements have been prepared by the Company and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. Reference is made to the audited financial statements of CoreCivic included in its Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the "SEC") on February 18, 2022 (the "2021 Form 10-K") with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company. Risks and Uncertainties On January 26, 2021, President Biden issued the Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities ("Private Prison EO"). The Private Prison EO directs the Attorney General to not renew United States Department of Justice ("DOJ") contracts with privately operated criminal detention facilities. Two agencies of the DOJ, the United States Marshals Service ("USMS") and the Federal Bureau of Prisons ("BOP"), utilize CoreCivic's services. U.S. Immigration and Customs Enforcement ("ICE") facilities are not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security ("DHS"), not the DOJ, although it is possible that the federal government could choose to take similar action on ICE facilities in the future. We currently have six detention facilities that have separate contracts where the USMS is the primary customer within the facility that all expire at various times over the next several years, with the exception of two contracts that have indefinite terms. During the third quarter of 2022, CoreCivic renewed one of these contracts that expired on June 30, 2022, a contract with a local government agency at the Company's 2,672-bed Tallahatchie County Correctional Facility in Mississippi that allows the USMS to utilize available capacity, through June 30, 2024. This contract also has an indefinite number of two-year As a result of the Private Prison EO, the Company expects that the Company's management contract with the BOP at the Company's McRae Correctional Facility will not be renewed when it expires in November 2022. During 2021, the Company had four direct contracts with the USMS that expired and were not renewed. At one of these facilities, the Company entered into a new contract with a local government agency to utilize the beds previously contracted by the USMS. The local government agency is responsible for County inmates and federal detainees, including USMS detainees, and the County is using the facility to address its population needs Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC applicable to financial statements beginning January 1, 2022 or later did not, or are not expected to, have a material effect on the Company's results of operations or financial position. Fair Value of Financial Instruments To meet the reporting requirements of Accounting Standards Codification ("ASC") 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At June 30, 2022 and December 31, 2021, 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): June 30, 2022 December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,754 $ 3,104 $ 3,063 $ 3,491 Debt $ (1,346,515 ) $ (1,281,560 ) $ (1,551,932 ) $ (1,560,346 ) |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2022 | |
GOODWILL | 3. GOODWILL ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment", establishes accounting and reporting requirements for goodwill and other intangible assets. Goodwill was $4.8 million as of both June 30, 2022 and December 31, 2021, all of which was related to the Company's CoreCivic Safety segment. CoreCivic performs its impairment tests during the fourth quarter in connection with its annual budgeting process, and whenever circumstances indicate the carrying value of goodwill may not be recoverable. Under the provisions of ASU 2017-04, CoreCivic performs a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a quantitative impairment test. If a quantitative test is required, CoreCivic performs an assessment to identify the existence of impairment and to measure the excess of a reporting unit's carrying amount over its fair value by using a combination of various common valuation techniques, including market multiples and discounted cash flows under valuation methodologies that include an income approach and a market approach. The income valuation approach includes certain significant assumptions impacting projected future cash flows, such as projected revenue, projected operating costs, and the weighted average cost of capital, which are affected by expectations about future market or economic conditions. These impairment tests are required to be performed at least annually. |
REAL ESTATE TRANSACTIONS
REAL ESTATE TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
REAL ESTATE TRANSACTIONS | 4. REAL ESTATE TRANSACTIONS Assets Held For Sale and Dispositions On July 25, 2022, CoreCivic entered into a Purchase & Sale Agreement with the Georgia Building Authority for the sale of CoreCivic's McRae Correctional Facility located in McRae, Georgia, and reported in CoreCivic's Safety segment, for a gross sales price of $130.0 million. The aggregate carrying value of the real property, amounting to $52.8 million, was reflected as assets held for sale on the Company's consolidated balance sheet as of June 30, 2022. CoreCivic currently has a management contract with the BOP at the McRae facility, which expires November 30, 2022. As previously disclosed, CoreCivic does not expect the BOP to renew the contract upon its expiration. In connection with the sale, CoreCivic and the Georgia Building Authority entered into an agreement to lease the McRae Correctional Facility to CoreCivic through November 30, 2022. CoreCivic anticipates the sale to be completed during the third quarter of 2022, when it expects to report a gain on sale estimated to be in the range of $75.0 million to $80.0 million. As of June 30, 2022, CoreCivic was also holding for sale its Stockton Female Community Corrections Facility and its Long Beach Community Corrections Center, both located in California, and reported in CoreCivic's Properties segment. The aggregate carrying value of the properties amounted to $8.5 million as of June 30, 2022. During July 2022, CoreCivic completed the sale of these properties to a third-party generating net sales proceeds of $10.9 million, resulting in a gain on sale of $2.3 million after transaction costs, which will be reported in the third quarter of 2022. As of June 30, 2022, CoreCivic also had an additional undeveloped parcel of land with a carrying value of $0.3 million classified as held for sale. The sale of this parcel was completed during July 2022 and generated net sales proceeds of $4.8 million, resulting in a gain of $4.2 million after transaction costs, which will be reported in the third quarter of 2022. During the second quarter of 2022, CoreCivic sold an undeveloped parcel of land in Kern, California. The sale generated net proceeds of $1.5 million, resulting in a gain on sale of $1.1 million after transaction costs. As of December 31, 2021, CoreCivic had two facilities in its CoreCivic Community segment held for sale. The aggregate carrying value of the property and equipment of these two facilities, amounting to $7.0 million, was reflected as assets held for sale on the Company's consolidated balance sheet as of December 31, 2021. The Company closed on the sale of these two facilities, one of which was idled, in the first quarter of 2022. The aggregate net sales proceeds of the two facilities was $9.3 million, resulting in a net gain on sale of $2.3 million after transaction costs. During the full year 2021, CoreCivic also completed the sale of five government leased properties in the Company's Properties segment. The sales of the five properties generated aggregate net proceeds of $125.0 million, after the repayment of debt and other transaction-related costs, resulting in an aggregate net gain on sale of $38.7 million. CoreCivic determined that its joint venture investment in Government Real Estate Solutions, LLC ("GRES"), an unrestricted subsidiary previously controlled by the Company, represented a variable interest entity ("VIE") in accordance with ASC 810, "Consolidation". CoreCivic had 100% voting control in GRES. Accordingly, CoreCivic concluded that it was the primary beneficiary of GRES and consolidated the VIE. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. During June 2021, CoreCivic provided notice to the partners of GRES of its intent to distribute the remaining assets and terminate the partnership. The Company terminated the partnership in September 2021 and cancelled the applicable Operating Partnership Units for no consideration. During the third quarter of 2021, the Company reported an increase to stockholders' equity of $17.4 million resulting from the termination of the partnership. Idle Facilities As of June 30, 2022, CoreCivic had seven idled CoreCivic Safety correctional facilities that are currently available and being actively marketed as solutions to meet the needs of potential customers. The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CoreCivic owns without significant cost (dollars in thousands) Net Carrying Values Design June 30, December 31, Facility Capacity 2022 2021 Prairie Correctional Facility 1,600 $ 13,971 $ 14,416 Huerfano County Correctional Center 752 14,908 15,230 Diamondback Correctional Facility 2,160 36,047 36,917 Marion Adjustment Center 826 10,535 10,743 Kit Carson Correctional Center 1,488 50,061 50,950 West Tennessee Detention Facility 600 20,102 20,622 Leavenworth Detention Center 1,033 53,009 54,162 8,459 $ 198,633 $ 203,040 As of June 30, 2022, CoreCivic incurred operating expenses at these idled facilities of approximately $2.7 million and $1.9 million during the period they were idle for the three months ended June 30, 2022 and 2021, respectively. CoreCivic incurred operating expenses at these idled facilities of approximately $4.7 million and $4.0 million during the period they were idle for the six months ended June 30, 2022 and 2021, respectively. The amount for the six months ended June 30, 2022 excludes $3.5 million of operating expenses incurred at the West Tennessee Detention Facility and the Leavenworth Detention Center during the three months ended March 31, 2022. The West Tennessee facility was idled upon the expiration of a USMS contract on September 30, 2021, and the Leavenworth facility was idled upon the expiration of a USMS contract on December 31, 2021. Although recently idled, CoreCivic retained a certain staffing level at both facilities during the first three months of 2022 in order to quickly respond in the event the Company was able to enter into new contracts with government agencies promptly following the contract expirations. The Company also continued to incur expenses related to transportation services provided by staff at the Leavenworth facility during the first three months of 2022. The Company estimated undiscounted cash flows for each facility with an impairment indicator, including the idle facilities described above. The Company’s estimated undiscounted cash flows reflect the Company’s most recent expectations around potential utilization and/or sale of the facilities and projected cash flows based on historical cash flows, cash flows of comparable facilities, and recent contract negotiations for utilization. The Company concluded that the estimated undiscounted cash flows exceeded carrying values for each facility as of June 30, 2022 and December 31, 2021. CoreCivic evaluates on a quarterly basis market developments for the potential utilization of each of its idle properties in order to identify events that may cause CoreCivic to reconsider its assumptions with respect to the recoverability of book values as compared to undiscounted cash flows. CoreCivic considers the cancellation of a contract in its Safety or Community segment or an expiration and non-renewal of a lease agreement in its CoreCivic Properties segment as indicators of impairment and tests each of the idled properties for impairment when it was notified by the respective |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
DEBT | 5. DEBT Debt outstanding as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, December 31, 2022 2021 Revolving Credit Facility maturing May 2026 periodically at variable interest rates. $ — $ — Term Loan A maturing May 2026 at variable interest rates. The rate at June 30, 2022 and December 31, 2021 was 4.5% and 1.4%, respectively. Unamortized debt issuance costs amounted to $1.5 million at June 30, 2022. The Term Loan A was paid-down and the maturity was extended in the second quarter of 2022 in connection with an amendment and restatement of the Bank Credit Facility, as further described below. 98,750 170,000 Term Loan B. Interest was payable periodically at variable interest rates. The rate at December 31, 2021 was 5.5%. Unamortized debt issuance costs amounted to $2.0 million at December 31, 2021. The Term Loan B was repaid in the second quarter of 2022, as further described below. — 128,750 4.625% Senior Notes maturing May 2023 issuance costs amounted to $0.3 million and $0.4 million at June 30, 2022 and December 31, 2021, respectively. 170,074 173,650 4.75% Senior Notes maturing October 2027 issuance costs amounted to $2.1 million and $2.3 million at June 30, 2022 and December 31, 2021, respectively. 250,000 250,000 8.25% Senior Notes maturing April 2026 issuance costs amounted to $11.4 million and $12.9 million at June 30, 2022 and December 31, 2021, respectively. 675,000 675,000 4.43% Lansing Correctional Facility Non-Recourse Mortgage Note maturing January 2040 amounted to $2.9 million and $3.0 million at June 30, 2022 and December 31, 2021, respectively. 152,691 154,532 Total debt 1,346,515 1,551,932 Unamortized debt issuance costs (18,234 ) (20,588 ) Unamortized original issue premium (discount) 776 (3,922 ) Current portion of long-term debt (180,378 ) (35,376 ) Long-term debt, net $ 1,148,679 $ 1,492,046 Bank Credit Facility. On May 12, 2022, CoreCivic entered into a Third Amended and Restated Credit Agreement (referred to herein as the "New Bank Credit Facility") in an aggregate principal amount of $350.0 million, consisting of a $100.0 million term loan (the "New Term Loan A") and a revolving credit facility with a borrowing capacity of $250.0 million (the "New Revolving Credit Facility"). The New Bank Credit Facility replaced the Second Amended and Restated Credit Agreement (the "Previous Bank Credit Facility"), which was in an aggregate principal amount of $1.0 billion and consisted of a term loan with an original principal balance of $200.0 million and a revolving credit facility with a borrowing capacity of $800.0 million. The New Bank Credit Facility extends the maturity to May 2026 April 2023 CoreCivic recorded a charge of approximately $0.8 million during the second quarter of 2022 for the write-off of a portion of the pre-existing loan costs associated with the Previous Bank Credit Facility. Based on CoreCivic's total leverage ratio, loans under the New Bank Credit Facility currently bear interest at a base rate plus a margin of 2.25% or at the BSBY rate plus a margin of 3.25%, and a commitment fee equal to 0.45% of the unfunded balance of the New Revolving Credit Facility. The New Revolving Credit Facility also has a $100.0 million sublimit for the issuance of standby letters of credit. As of June 30, 2022, CoreCivic had no borrowings outstanding under the New Revolving Credit Facility. As of June 30, 2022, CoreCivic had $16.8 million in letters of credit outstanding resulting in $233.2 million available under the New Revolving Credit Facility. The New Term Loan A requires scheduled quarterly principal payments through December 2025, and is pre-payable without penalty. As of June 30, 2022, the outstanding balance of the New Term Loan A was $98.8 million. The New Bank Credit Facility requires CoreCivic to meet certain financial covenants, including, without limitation, a total leverage ratio of not more than 4.50 to 1.00 (from 5.50 to 1.00 under the Previous Bank Credit Facility) for which the Company may net unrestricted cash and cash equivalents not exceeding $100.0 million when calculating, a secured leverage ratio of not more than 2.50 to 1.00 (from 3.25 to 1.00 under the Previous Bank Credit Facility) for which the Company may net unrestricted cash and cash equivalents not exceeding $100.0 million when calculating, and a fixed charge coverage ratio of not less than 1.75 to 1.00 (unchanged from the Previous Bank Credit Facility). As of June 30, 2022, CoreCivic was in compliance with all such covenants. The New Bank Credit Facility is secured by a pledge of all of the capital stock (or other ownership interests) of CoreCivic's domestic restricted subsidiaries, 65% of the capital stock (or other ownership interests) of CoreCivic's "first-tier" foreign subsidiaries, all of the accounts receivable of the Company and its domestic restricted subsidiaries, and substantially all of the deposit accounts of the Company and its domestic restricted subsidiaries. In the event that (a) the consolidated total leverage equals or exceeds 4.00 to 1.00 or (b) the Company incurs certain debt above a specified threshold, certain intangible assets and unencumbered real estate assets that meet a 50% loan-to-value requirement are required to be added as collateral. In addition, the New Bank Credit Facility contains certain covenants that, among other things, limit the incurrence of additional indebtedness, payment of dividends and other customary restricted payments, permitted investments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements. The New Bank Credit Facility is subject to certain cross-default provisions with terms of CoreCivic's other unsecured indebtedness, and is subject to acceleration upon the occurrence of a change of control. Senior Secured Term Loan B. On December 18, 2019, CoreCivic entered into a new $250.0 million Senior Secured Term Loan B (the "Term Loan B" and, together with the New Bank Credit Facility, the "Credit Agreements"), which required quarterly scheduled principal payments until the scheduled maturity on December 18, 2024. During October 2021 and in accordance with the terms of the Term Loan B, CoreCivic repaid $90.0 million of the then-outstanding balance of the Term Loan B using cash on hand. As a result, the Company recorded a charge in the fourth quarter of 2021 of $4.1 million for the pro rata write-off of unamortized debt issuance costs and the original issue discount. On May 19, 2022, CoreCivic voluntarily repaid in full the outstanding principal balance under the Term Loan B amounting to $124.1 million, and satisfied all of the Company's outstanding obligations under the Term Loan B credit agreement. The Company did not incur any prepayment penalties in connection with the repayment of the Term Loan B. The prepayment was made in full with cash on hand. The Term Loan B bore interest at the London Interbank Offered Rate ("LIBOR") plus 4.50%, with a 1.00% LIBOR floor (or, at CoreCivic's option, a base rate plus 3.50%). The Term Loan B was secured by a first lien on certain specified real property assets, representing a loan-to-value of no greater than 80%. The Term Loan B was originally issued at a price of 95% of the principal amount of the Term Loan B, resulting in a discount of $12.5 million, which was amortized into interest expense over the term of the Term Loan B. CoreCivic capitalized approximately $5.1 million of costs associated with the issuance of the Term Loan B. During the second quarter of 2022, the Company recorded a charge of $6.0 million for the write-off of the remaining unamortized debt issuance costs, original issue discount, and fees associated with the voluntary repayment of the Term Loan B. Senior Notes . Interest on the $170.1 million remaining principal balance outstanding on CoreCivic's 4.625% senior notes issued in April 2013 with an original principal amount of $350.0 million (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 4.75% senior notes issued in October 2017 (the "4.75% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 4.75% Senior Notes are scheduled to mature on October 15, 2027. Interest on the $675.0 million aggregate principal amount of CoreCivic's 8.25% senior notes issued in April and September 2021 (the "8.25% Senior Notes"), as further described hereinafter, accrues at the stated rate and is payable in April and October of each year. The 8.25% Senior Notes are scheduled to mature on April 15, 2026. The 4.625% Senior Notes, the 4.75% Senior Notes, and the 8.25% 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 existing and future subsidiaries that guarantee the New Bank Credit Facility. CoreCivic may redeem all or part of the 4.625% Senior Notes and the 4.75% 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 4.625% Senior Notes and the 4.75% 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. The Company may redeem all or part of the 8.25% Senior Notes at any time prior to April 15, 2024, in whole or in part, at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the 8.25% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 104.125% beginning on April 15, 2024 and 100% beginning on April 15, 2025, plus, in each such case, accrued and unpaid interest thereon to, but not including, the redemption date. On April 14, 2021, the Company completed an underwritten registered offering of $450.0 million aggregate principal amount of 8.25% senior unsecured notes due 2026 (the "Original 8.25% Senior Notes"). The Original 8.25% Senior Notes were priced at 99.0% of face value and as a result have an effective yield to maturity of 8.50%. The net proceeds from the issuance of the Original 8.25% Senior Notes totaled approximately $435.1 million, after deducting the original issuance and underwriting discounts and estimated offering expenses. The Company used a significant amount of the net proceeds from the offering of the Original 8.25% Senior Notes (i) to redeem all of the $250.0 million aggregate principal amount of CoreCivic's 5.0% senior notes issued in September 2015 (the "5.0% Senior Notes"), including the payment of the applicable "make-whole" redemption amount of $15.5 million and accrued interest, and (ii) to otherwise repay or reduce its other indebtedness, including repurchasing $149.0 million of its 4.625% Senior Notes at an aggregate purchase price of $151.2 million in privately negotiated transactions, reducing the outstanding balance of the 4.625% Senior Notes, which was originally $350.0 million, to $201.0 million. In the second and fourth quarters of 2021, the Company purchased an additional $27.3 million of its 4.625% Senior Notes, in the aggregate, at par in open market purchases, further reducing the outstanding balance of the 4.625% Senior Notes to $173.7 million. In addition, in the second quarter of 2022, the Company purchased an additional $3.6 million of the 4.625% Senior Notes at a weighted average purchase price approximately equal to par in open market purchases, reducing the outstanding balance of the 4.625% Senior Notes to $170.1 million. The "make-whole" redemption amount paid in connection with the redemption of the 5.0% Senior Notes, originally scheduled to mature on October 15, 2022, and the aggregate price paid for the 4.625% Senior Notes in excess of the principal amount of the notes repurchased resulted in charges of $19.2 million during the second quarter of 2021, including costs associated with the repurchases and the proportionate write-off of existing debt issuance costs. The remaining net proceeds were used to pay down a portion of the amounts outstanding under the Previous Bank Credit Facility and for general corporate purposes. On September 29, 2021, CoreCivic completed an underwritten registered tack-on offering of $225.0 million in aggregate principal amount of 8.25% Senior Notes due 2026 (the "Additional 8.25% Senior Notes") at an issue price of 102.25% of their aggregate principal amount, plus accrued interest from the April 14, 2021 issue date for the Original 8.25% Senior Notes, resulting in an effective yield to maturity of 7.65% for the Additional 8.25% Senior Notes. The Additional 8.25% Senior Notes and the Original 8.25% Senior Notes, together the 8.25% Senior Notes, constitute a single class of securities and have identical terms, other than issue date and issue price. The issuance of the Additional 8.25% Senior Notes increased the total aggregate principal amount of 8.25% Senior Notes outstanding to $675.0 million. The net proceeds from the issuance of the Additional 8.25% Senior Notes totaled approximately $225.5 million, after deducting the underwriting discounts and estimated offering expenses and including the original issuance premium. The net proceeds from the offering of the Additional 8.25% Senior Notes were used to pay down our Previous Revolving Credit Facility and for general corporate purposes. Lansing Correctional Facility Non-Recourse Mortgage Note. On April 20, 2018, CoreCivic of Kansas, LLC (the "Issuer"), a wholly-owned unrestricted subsidiary of the Company, priced $159.5 million in aggregate principal amount of non-recourse senior secured notes of the Issuer (the "Kansas Notes"), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The private placement closed on June 1, 2018. The Company used the proceeds of the private placement, which were drawn on quarterly funding dates beginning in the second quarter of 2018, to fund construction of the Lansing Correctional Facility, along with costs and expenses of the project. The Kansas Notes have a yield to maturity of 4.43% and are scheduled to mature in January 2040, 20 years following completion of the project, which occurred in January 2020. Principal and interest on the Kansas Notes are payable in quarterly payments, which began in July 2020 and continue until maturity. CoreCivic may redeem all or part of the Kansas Notes at any time upon written notice of not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, with a "make-whole" amount, together with interest on the Kansas Notes accrued to, but not including, the redemption date. CoreCivic capitalized approximately $3.4 million of costs associated with the private placement. Because the Issuer has been designated as an unrestricted subsidiary of the Company under terms of the Company's Credit Agreements, the issuance and service of the Kansas Notes, and the revenues and expenses associated with the facility lease, do not impact the financial covenants associated with the Company's Credit Agreements. As of June 30, 2022, the outstanding balance of the Kansas Notes was $152.7 million. Debt Maturities. Scheduled principal payments as of June 30, 2022 for the remainder of 2022, the next five years, and thereafter were as follows (in thousands): 2022 (remainder) $ 4,786 2023 181,845 2024 14,722 2025 17,698 2026 749,450 2027 256,855 Thereafter 121,159 Total debt $ 1,346,515 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS' EQUITY Share Repurchase Program On May 12, 2022, the Board of Directors ("BOD") approved a share repurchase program to repurchase up to $150.0 million of the Company's common stock. On August 2, 2022, the BOD increased the authorization to repurchase under the share repurchase program by up to an additional $75.0 million of the Company's common stock, or a total aggregate authorized amount to repurchase of up to $225.0 million of the Company's common stock. Repurchases of the Company's outstanding common stock will be made in accordance with applicable securities laws and may be made at the Company's discretion based on parameters set by the BOD from time to time in the open market, through privately negotiated transactions, or otherwise. The share repurchase program has no time limit and does not obligate the Company to purchase any particular amount of its common stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the BOD in its discretion at any time. Through June 30, 2022, the Company completed the repurchase of 3.0 million shares at a total cost of $37.5 million, excluding the cost of broker commissions. The Company has utilized cash on hand and net cash provided by operations to fund the repurchases. Restricted Stock Units During the first six months of 2022, CoreCivic issued approximately 2.1 million restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of $21.5 million, including 1.9 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.2 million RSUs to employees whose compensation is charged to operating expense. During 2021, CoreCivic issued approximately 2.7 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $21.8 million, including 2.5 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.2 million RSUs to employees whose compensation is charged to operating expense. Since 2015, CoreCivic has three-year one-third During the three months ended June 30, 2022, CoreCivic expensed $4.5 million, net of forfeitures, relating to RSUs ($0.4 million of which was recorded in operating expenses and $4.1 million of which was recorded in general and administrative expenses). During the three months ended June 30, 2021, CoreCivic expensed $4.3 million, net of forfeitures, relating to RSUs ($0.3 million of which was recorded in operating expenses and $4.0 million of which was recorded in general and administrative expenses). During the six months ended June 30, 2022, CoreCivic expensed $9.7 million, net of forfeitures, relating to RSUs ($0.8 million of which was recorded in operating expenses and $8.9 million of which was recorded in general and administrative expenses). During the six months ended June 30, 2021, CoreCivic expensed $8.5 million, net of forfeitures, relating to RSUs ($0.8 million of which was recorded in operating expenses and $7.7 million of which was recorded in general and administrative expenses). As of June 30, 2022, approximately 4.0 million RSUs remained outstanding and subject to vesting. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
EARNINGS PER SHARE | 7. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted stock-based awards, stock options, and Operating Partnership Units. A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 NUMERATOR Basic: Net income (loss) $ 10,562 $ 15,623 $ 29,565 $ (109,945 ) Diluted: Net income (loss) $ 10,562 $ 15,623 $ 29,565 $ (109,945 ) DENOMINATOR Basic: Weighted average common shares outstanding 120,529 120,283 120,662 120,098 Diluted: Weighted average common shares outstanding 120,529 120,283 120,662 120,098 Effect of dilutive securities: Restricted stock-based awards 817 434 721 — Non-controlling interest - Operating Partnership Units — 1,342 — — Weighted average shares and assumed conversions 121,346 122,059 121,383 120,098 BASIC EARNINGS (LOSS) PER SHARE $ 0.09 $ 0.13 $ 0.25 $ (0.92 ) DILUTED EARNINGS (LOSS) PER SHARE $ 0.09 $ 0.13 $ 0.24 $ (0.92 ) For the six months ended June 30, 2021, 0.3 million restricted stock-based awards and 1.3 million non-controlling interest - operating partnership units were excluded from the computation of diluted loss per share because they were anti-dilutive. In addition, approximately 16,000 and 0.3 million of stock options were excluded from the computation of diluted earnings per share for the three months ended June 30, 2022 and 2021, respectively, because they were anti-dilutive. Approximately 0.1 million and 0.4 million stock options were excluded from the computation of diluted earnings (loss) per share for the six months ended June 30, 2022 and 2021, respectively, because they were anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Legal Proceedings The nature of CoreCivic's business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, offenders or others. The nature of such claims includes, but is not limited to, claims arising from employee or offender misconduct, medical malpractice, employment matters, property loss, contractual claims, including claims regarding compliance with contract performance requirements, and personal injury or other damages resulting from contact with CoreCivic's facilities, personnel or offenders, including damages arising from an offender's escape or from a disturbance at a facility. CoreCivic maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CoreCivic is subject to substantial self-insurance risk. Based upon management's review of the potential claims and outstanding litigation, and based upon management's experience and history of estimating losses, and taking into consideration CoreCivic's self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CoreCivic's financial statements. Adversarial proceedings and litigation are, however, subject to inherent uncertainties, and unfavorable decisions and rulings resulting from legal proceedings could occur which could have a material impact on CoreCivic's consolidated financial position, results of operations, or cash flows for the period in which such decisions or rulings occur, or future periods. Expenses associated with legal proceedings may also fluctuate from quarter to quarter based on changes in CoreCivic's assumptions, new developments, or by the effectiveness of CoreCivic's litigation and settlement strategies . CoreCivic records a liability in the consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable and the amount of payment can be determined. CoreCivic does not accrue for anticipated legal fees and costs but expenses those items as incurred. ICE Detainee Labor and Related Matters. On May 31, 2017, two former ICE detainees, who were detained at the Company's Otay Mesa Detention Center ("OMDC") in San Diego, California, filed a class action lawsuit against the Company in the United States District Court for the Southern District of California. The complaint alleged that the Company forces detainees to perform labor under threat of punishment in violation of state and federal anti-trafficking laws and that OMDC’s Voluntary Work Program ("VWP") violates state labor laws including state minimum wage law. ICE requires that CoreCivic offer and operate the VWP in conformance with ICE standards and ICE prescribes the minimum rate of pay for VWP participants. The Plaintiffs seek compensatory damages, exemplary damages, restitution, penalties, and interest as well as declaratory and injunctive relief on behalf of former and current detainees. On April 1, 2020, the district court certified a nationwide anti-trafficking claims class of former and current detainees at all CoreCivic ICE detention facilities. It also certified a state law class of former and current detainees at the Company's ICE detention facilities in California. The court did not certify any claims for injunctive or declaratory relief. On March 10, 2021, the Ninth Circuit Court of Appeals granted CoreCivic's petition to appeal the class certification ruling. On June 3, 2022, a three-judge panel of the Ninth Circuit affirmed the class certification ruling. Since this case was filed, four similar lawsuits have been filed. A Maryland case was dismissed on September 27, 2019, and the dismissal was affirmed on appeal. Two suits filed in Georgia and Texas do not allege minimum wage violations; and the Texas case was voluntarily dismissed. A second the Otay Mesa facility has been stayed pending the outcome of class proceedings in the first. Due to the stage of this proceeding, the Company cannot reasonably predict the outcome, nor can it estimate the amount of loss or range of loss, if any, that may result. As a result, the Company has not recorded an accrual relating to this matter at this time, as losses are not considered probable or reasonably estimable at this stage of these lawsuits. Securities and Derivative Litigation. In a memorandum to the BOP dated August 18, 2016, the DOJ directed that, as each contract with privately operated prisons reaches the end of its term, the BOP should either decline to renew that contract or substantially reduce its scope in a manner consistent with law and the overall decline of the BOP's inmate population. Following the release of the August 18, 2016 DOJ memorandum, a securities class action lawsuit was filed on August 23, 2016 against the Company and certain of its current and former officers in the United States District Court for the Middle District of Tennessee (the "District Court"), captioned Grae v. Corrections Corporation of America et al. The Company is also named along with several of its directors in six derivative lawsuits which raise similar allegations to those raised in the Grae securities litigation, which are currently stayed by agreement of the parties. On June 17, 2022, the Company and derivative plaintiffs informed the federal District Court for the Middle District of Tennessee that the parties had reached an agreement as to the plaintiffs' attorneys' fees and expenses. Further, the parties informed the Court that they expect to seek Court approval of a settlement of the derivative matters within approximately 90 days. While the Company believes these lawsuits are entirely without merit, the Company acknowledges the costs and risks of extensive and complex litigation regarding these matters are substantial and subject to an unpredictable outcome. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
INCOME TAXES | 9. INCOME TAXES Income taxes are accounted for under the provisions of ASC 740, "Income Taxes". ASC 740 generally requires CoreCivic to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CoreCivic's past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. The Company operated in compliance with real estate investment trust ("REIT") requirements for federal income tax purposes from January 1, 2013 through December 31, 2020. During the years the Company elected REIT status, the Company was required to distribute at least 90% of its taxable income (including dividends paid to it by its taxable REIT subsidiaries ("TRSs")) and did not pay federal income taxes on the amount distributed to its stockholders. In addition, the Company was required to meet a number of other organizational and operational requirements, which the Company continued to meet through the year ended December 31, 2020. Most states where CoreCivic holds investments in real estate conform to the federal rules recognizing REITs. Certain subsidiaries made an election with the Company to be treated as TRSs in conjunction with the Company's REIT election. The TRS elections permitted CoreCivic to engage in certain business activities in which the REIT could not engage directly. A TRS is subject to federal and state income taxes on the income from these activities and therefore, CoreCivic included a provision for taxes in its consolidated financial statements even during periods it operated as a REIT. On August 5, 2020, the Company announced that the BOD unanimously approved a plan to revoke its REIT election and become a taxable C Corporation, effective January 1, 2021. As a result, the Company is no longer required to operate under REIT rules, including the requirement to distribute at least 90% of its taxable income to its stockholders, which provides the Company with greater flexibility to use its free cash flow. Effective January 1, 2021, the Company became subject to federal and state income taxes on its taxable income at applicable tax rates, and is no longer entitled to a tax deduction for dividends paid. CoreCivic recorded an income tax expense of $4.0 million and $6.5 million for the three months ended June 30, 2022 and 2021, respectively. CoreCivic recorded an income tax expense of $10.6 million and $120.1 million for the six months ended June 30, 2022 and 2021, respectively. Income tax expense for the six months ended June 30, 2021 included $114.2 million primarily resulting from the revaluation of the Company's net deferred tax liabilities due to the completion of all significant actions necessary to revoke its REIT election. No catch-up tax payments or penalties resulted from the revocation of the Company's REIT election. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The accelerated depreciation methods for qualified improvement property significantly reduced the Company's taxable income and, therefore, its distribution requirement as a REIT for 2020. During 2020, the Company deferred payment of $29.6 million of employer-side social security payments. Half of this deferred amount was paid in December 2021. The other half, amounting to $14.8 million, will be due by December 31, 2022. 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 June 30, 2022 and December 31, 2021. 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 | 6 Months Ended |
Jun. 30, 2022 | |
SEGMENT REPORTING | 10. SEGMENT REPORTING As of June 30, 2022, CoreCivic operated 45 correctional and detention facilities, 41 of which the Company owned. In addition, CoreCivic owned and operated 24 residential reentry centers and owned 10 properties for lease to third parties. Management views CoreCivic's operating results in three operating segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties. CoreCivic Safety includes the operating results of those correctional and detention facilities placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic, as well as those correctional and detention facilities owned by a third party and managed by CoreCivic. CoreCivic Safety also includes the operating results of TransCor America, LLC, a subsidiary of the Company that provides transportation services to governmental agencies. CoreCivic Community includes the operating results of those residential reentry centers placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic. CoreCivic Community also includes the operating results of the Company's electronic monitoring and case management services. CoreCivic Properties includes the operating results of those properties leased to third parties. The operating performance of the three segments can be measured based on their net operating income. CoreCivic defines facility net operating income as a facility's revenues less operating expenses. The revenue and facility net operating income for each of the three segments and a reconciliation to CoreCivic's income before income taxes is as follows for the three and six months ended June 30, 2022 and 2021 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Revenue: Safety $ 416,354 $ 419,880 $ 830,602 $ 829,649 Community 25,775 24,929 49,890 48,587 Properties 14,526 19,732 29,117 40,987 Total segment revenue 456,655 464,541 909,609 919,223 Operating expenses: Safety 324,261 307,280 645,282 612,707 Community 21,282 20,024 41,509 41,124 Properties 3,377 5,668 6,659 11,942 Total segment operating expenses 348,920 332,972 693,450 665,773 Facility net operating income: Safety 92,093 112,600 185,320 216,942 Community 4,493 4,905 8,381 7,463 Properties 11,149 14,064 22,458 29,045 Total facility net operating income 107,735 131,569 216,159 253,450 Other revenue (expense): Other revenue 42 30 76 66 Other operating expense (80 ) (98 ) (179 ) (181 ) General and administrative (31,513 ) (33,228 ) (62,614 ) (62,758 ) Depreciation and amortization (32,259 ) (34,084 ) (64,287 ) (66,796 ) Shareholder litigation expense (1,900 ) (2,550 ) (1,900 ) (54,295 ) Asset impairments — (2,866 ) — (4,174 ) Interest expense, net (21,668 ) (23,222 ) (44,588 ) (41,650 ) Expenses associated with debt repayments and refinancing transactions (6,805 ) (52,167 ) (6,805 ) (52,167 ) Gain on sale of real estate assets, net 1,060 38,766 3,321 38,766 Other income (expense) (37 ) (8 ) 1,005 (156 ) Income before income taxes $ 14,575 $ 22,142 $ 40,188 $ 10,105 The following table summarizes capital expenditures including accrued amounts for the three and six months ended June 30, 2022 and 2021 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Capital expenditures: Safety $ 15,419 $ 13,398 $ 29,746 $ 18,921 Community 408 494 680 1,084 Properties 1,194 2,290 1,194 3,305 Corporate and other 1,457 1,032 2,473 9,550 Total capital expenditures $ 18,478 $ 17,214 $ 34,093 $ 32,860 The total assets are as follows (in thousands): June 30, 2022 December 31, 2021 Assets: Safety $ 2,473,917 $ 2,532,319 Community 221,698 233,179 Properties 373,820 352,681 Corporate and other 207,095 380,759 Total Assets $ 3,276,530 $ 3,498,938 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties | Risks and Uncertainties On January 26, 2021, President Biden issued the Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities ("Private Prison EO"). The Private Prison EO directs the Attorney General to not renew United States Department of Justice ("DOJ") contracts with privately operated criminal detention facilities. Two agencies of the DOJ, the United States Marshals Service ("USMS") and the Federal Bureau of Prisons ("BOP"), utilize CoreCivic's services. U.S. Immigration and Customs Enforcement ("ICE") facilities are not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security ("DHS"), not the DOJ, although it is possible that the federal government could choose to take similar action on ICE facilities in the future. We currently have six detention facilities that have separate contracts where the USMS is the primary customer within the facility that all expire at various times over the next several years, with the exception of two contracts that have indefinite terms. During the third quarter of 2022, CoreCivic renewed one of these contracts that expired on June 30, 2022, a contract with a local government agency at the Company's 2,672-bed Tallahatchie County Correctional Facility in Mississippi that allows the USMS to utilize available capacity, through June 30, 2024. This contract also has an indefinite number of two-year As a result of the Private Prison EO, the Company expects that the Company's management contract with the BOP at the Company's McRae Correctional Facility will not be renewed when it expires in November 2022. During 2021, the Company had four direct contracts with the USMS that expired and were not renewed. At one of these facilities, the Company entered into a new contract with a local government agency to utilize the beds previously contracted by the USMS. The local government agency is responsible for County inmates and federal detainees, including USMS detainees, and the County is using the facility to address its population needs |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC applicable to financial statements beginning January 1, 2022 or later did not, or are not expected to, have a material effect on the Company's results of operations or financial position. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments To meet the reporting requirements of Accounting Standards Codification ("ASC") 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At June 30, 2022 and December 31, 2021, 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): June 30, 2022 December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,754 $ 3,104 $ 3,063 $ 3,491 Debt $ (1,346,515 ) $ (1,281,560 ) $ (1,551,932 ) $ (1,560,346 ) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value | At June 30, 2022 and December 31, 2021, 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): June 30, 2022 December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Note receivable from Agecroft Prison Management, LTD $ 2,754 $ 3,104 $ 3,063 $ 3,491 Debt $ (1,346,515 ) $ (1,281,560 ) $ (1,551,932 ) $ (1,560,346 ) |
REAL ESTATE TRANSACTIONS (Table
REAL ESTATE TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, December 31, Facility Capacity 2022 2021 Prairie Correctional Facility 1,600 $ 13,971 $ 14,416 Huerfano County Correctional Center 752 14,908 15,230 Diamondback Correctional Facility 2,160 36,047 36,917 Marion Adjustment Center 826 10,535 10,743 Kit Carson Correctional Center 1,488 50,061 50,950 West Tennessee Detention Facility 600 20,102 20,622 Leavenworth Detention Center 1,033 53,009 54,162 8,459 $ 198,633 $ 203,040 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Debt Outstanding | Debt outstanding as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, December 31, 2022 2021 Revolving Credit Facility maturing May 2026 periodically at variable interest rates. $ — $ — Term Loan A maturing May 2026 at variable interest rates. The rate at June 30, 2022 and December 31, 2021 was 4.5% and 1.4%, respectively. Unamortized debt issuance costs amounted to $1.5 million at June 30, 2022. The Term Loan A was paid-down and the maturity was extended in the second quarter of 2022 in connection with an amendment and restatement of the Bank Credit Facility, as further described below. 98,750 170,000 Term Loan B. Interest was payable periodically at variable interest rates. The rate at December 31, 2021 was 5.5%. Unamortized debt issuance costs amounted to $2.0 million at December 31, 2021. The Term Loan B was repaid in the second quarter of 2022, as further described below. — 128,750 4.625% Senior Notes maturing May 2023 issuance costs amounted to $0.3 million and $0.4 million at June 30, 2022 and December 31, 2021, respectively. 170,074 173,650 4.75% Senior Notes maturing October 2027 issuance costs amounted to $2.1 million and $2.3 million at June 30, 2022 and December 31, 2021, respectively. 250,000 250,000 8.25% Senior Notes maturing April 2026 issuance costs amounted to $11.4 million and $12.9 million at June 30, 2022 and December 31, 2021, respectively. 675,000 675,000 4.43% Lansing Correctional Facility Non-Recourse Mortgage Note maturing January 2040 amounted to $2.9 million and $3.0 million at June 30, 2022 and December 31, 2021, respectively. 152,691 154,532 Total debt 1,346,515 1,551,932 Unamortized debt issuance costs (18,234 ) (20,588 ) Unamortized original issue premium (discount) 776 (3,922 ) Current portion of long-term debt (180,378 ) (35,376 ) Long-term debt, net $ 1,148,679 $ 1,492,046 |
Schedule of Principal Payments | Scheduled principal payments as of June 30, 2022 for the remainder of 2022, the next five years, and thereafter were as follows (in thousands): 2022 (remainder) $ 4,786 2023 181,845 2024 14,722 2025 17,698 2026 749,450 2027 256,855 Thereafter 121,159 Total debt $ 1,346,515 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 NUMERATOR Basic: Net income (loss) $ 10,562 $ 15,623 $ 29,565 $ (109,945 ) Diluted: Net income (loss) $ 10,562 $ 15,623 $ 29,565 $ (109,945 ) DENOMINATOR Basic: Weighted average common shares outstanding 120,529 120,283 120,662 120,098 Diluted: Weighted average common shares outstanding 120,529 120,283 120,662 120,098 Effect of dilutive securities: Restricted stock-based awards 817 434 721 — Non-controlling interest - Operating Partnership Units — 1,342 — — Weighted average shares and assumed conversions 121,346 122,059 121,383 120,098 BASIC EARNINGS (LOSS) PER SHARE $ 0.09 $ 0.13 $ 0.25 $ (0.92 ) DILUTED EARNINGS (LOSS) PER SHARE $ 0.09 $ 0.13 $ 0.24 $ (0.92 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Revenue and Facility Net Operating Income for Each of the Three Segments and a Reconciliation to CoreCivic's Operating Income Before Income Taxes | The revenue and facility net operating income for each of the three segments and a reconciliation to CoreCivic's income before income taxes is as follows for the three and six months ended June 30, 2022 and 2021 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Revenue: Safety $ 416,354 $ 419,880 $ 830,602 $ 829,649 Community 25,775 24,929 49,890 48,587 Properties 14,526 19,732 29,117 40,987 Total segment revenue 456,655 464,541 909,609 919,223 Operating expenses: Safety 324,261 307,280 645,282 612,707 Community 21,282 20,024 41,509 41,124 Properties 3,377 5,668 6,659 11,942 Total segment operating expenses 348,920 332,972 693,450 665,773 Facility net operating income: Safety 92,093 112,600 185,320 216,942 Community 4,493 4,905 8,381 7,463 Properties 11,149 14,064 22,458 29,045 Total facility net operating income 107,735 131,569 216,159 253,450 Other revenue (expense): Other revenue 42 30 76 66 Other operating expense (80 ) (98 ) (179 ) (181 ) General and administrative (31,513 ) (33,228 ) (62,614 ) (62,758 ) Depreciation and amortization (32,259 ) (34,084 ) (64,287 ) (66,796 ) Shareholder litigation expense (1,900 ) (2,550 ) (1,900 ) (54,295 ) Asset impairments — (2,866 ) — (4,174 ) Interest expense, net (21,668 ) (23,222 ) (44,588 ) (41,650 ) Expenses associated with debt repayments and refinancing transactions (6,805 ) (52,167 ) (6,805 ) (52,167 ) Gain on sale of real estate assets, net 1,060 38,766 3,321 38,766 Other income (expense) (37 ) (8 ) 1,005 (156 ) Income before income taxes $ 14,575 $ 22,142 $ 40,188 $ 10,105 |
Summary of Capital Expenditures Including Accrued Amounts | The following table summarizes capital expenditures including accrued amounts for the three and six months ended June 30, 2022 and 2021 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Capital expenditures: Safety $ 15,419 $ 13,398 $ 29,746 $ 18,921 Community 408 494 680 1,084 Properties 1,194 2,290 1,194 3,305 Corporate and other 1,457 1,032 2,473 9,550 Total capital expenditures $ 18,478 $ 17,214 $ 34,093 $ 32,860 |
Schedule of Total Assets | The total assets are as follows (in thousands): June 30, 2022 December 31, 2021 Assets: Safety $ 2,473,917 $ 2,532,319 Community 221,698 233,179 Properties 373,820 352,681 Corporate and other 207,095 380,759 Total Assets $ 3,276,530 $ 3,498,938 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) ft² in Millions | 6 Months Ended |
Jun. 30, 2022 ft² Property Segment Facility Bed | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of Operating segments | Segment | 3 |
CoreCivic Safety | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of facilities operated by the company | 45 |
Number of facilities owned by the company | 41 |
Number of beds at the facility | Bed | 68,000 |
CoreCivic Community | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of centers owned and operated by company | 24 |
Number of beds at the center | Bed | 5,000 |
CoreCivic Properties | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of properties for lease to third parties and used by government agencies | Property | 10 |
Number of square feet | ft² | 1.8 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 Bed | Jun. 30, 2022 Facility | Dec. 31, 2021 Contract | |
United States Marshals Service | |||
Number of detention facilities | Facility | 6 | ||
Number of direct contracts that expired and were not renewed | Contract | 4 | ||
United States Marshals Service | Government Contracts Concentration Risk | Sales Revenue, Net | |||
Percentage of revenues generated from government management contracts | 23% | ||
United States Marshals Service | Subsequent Event | |||
Number of beds at the facility | Bed | 2,672 | ||
Indefinite number of extension options term | 2 years | ||
Federal Bureau Of Prisons | Government Contracts Concentration Risk | Sales Revenue, Net | |||
Percentage of revenues generated from government management contracts | 2% |
Schedule of Financial Instrumen
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Note receivable from Agecroft Prison Management, LTD, Carrying Amount | $ 2,754 | $ 3,063 |
Debt, Carrying Amount | (1,346,515) | (1,551,932) |
Note receivable from Agecroft Prison Management, LTD, Fair Value | 3,104 | 3,491 |
Debt, Fair Value | $ (1,281,560) | $ (1,560,346) |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Goodwill | $ 4,844 | $ 4,844 |
CoreCivic Safety | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Goodwill | $ 4,800 | $ 4,800 |
Real Estate Transactions - Addi
Real Estate Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jul. 25, 2022 USD ($) | Jul. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) Bed | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Facility Bed | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Property | |
Facility Activations Developments And Closures [Line Items] | ||||||||||
Net book value of property and equipment | $ 7,000,000 | |||||||||
Gain on sale of properties | $ 1,100,000 | $ 2,300,000 | $ 38,700,000 | |||||||
Net proceeds from sale of assets | 1,500,000 | $ 10,957,000 | $ 320,653,000 | |||||||
Net book value of land | 300,000 | 300,000 | ||||||||
Number of real estate assets held for sale | Property | 2 | |||||||||
Aggregate net sales proceeds | 9,300,000 | |||||||||
Number of properties sold | Property | 5 | |||||||||
Net proceeds after the repayment of debt | $ 125,000,000 | |||||||||
Operating Expense | 349,000,000 | $ 333,070,000 | $ 693,629,000 | 665,954,000 | ||||||
GRES | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Percentage of voting control | 100% | |||||||||
Increase to stockholders' equity upon termination of partnership | $ 17,400,000 | |||||||||
Idled Correctional Facilities | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of facility | Facility | 7 | |||||||||
Idle Facilities | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Operating Expense | $ 2,700,000 | $ 1,900,000 | $ 4,700,000 | $ 4,000,000 | ||||||
Idle Facilities | West Tennessee Detention Facility and Leavenworth Detention Center | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Operating Expense | $ 3,500,000 | |||||||||
Safety | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of beds at the facility | Bed | 68,000 | 68,000 | ||||||||
Safety | Idled Non-Core Facilities | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of facility | Facility | 1 | |||||||||
Number of beds at the facility | Bed | 240 | 240 | ||||||||
Net carrying value | $ 3,000,000 | $ 3,000,000 | ||||||||
Safety | Purchase & Sale Agreement | McRae Correctional Facility | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Net book value of property and equipment | 52,800,000 | 52,800,000 | ||||||||
CoreCivic Properties | Stockton Female Community Corrections Facility and Long Beach Community Corrections Center | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Net book value of property and equipment | $ 8,500,000 | $ 8,500,000 | ||||||||
Community | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of beds at the center | Bed | 5,000 | 5,000 | ||||||||
Community | Idle Facilities | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Number of facility | Facility | 3 | |||||||||
Net carrying value | $ 8,700,000 | $ 8,700,000 | ||||||||
Number of beds at the center | Bed | 650 | 650 | ||||||||
Forecast | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Gain on sale of properties | $ 4,200,000 | |||||||||
Net proceeds from sale of assets | $ 4,800,000 | |||||||||
Forecast | Safety | Purchase & Sale Agreement | Minimum | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Gain on sale of properties | 75,000,000 | |||||||||
Forecast | Safety | Purchase & Sale Agreement | Maximum | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Gain on sale of properties | 80,000,000 | |||||||||
Forecast | CoreCivic Properties | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Gain on sale of properties | $ 2,300,000 | |||||||||
Subsequent Event | Safety | Purchase & Sale Agreement | McRae Correctional Facility | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Gross sale price | $ 130,000,000 | |||||||||
Subsequent Event | CoreCivic Properties | Stockton Female Community Corrections Facility and Long Beach Community Corrections Center | ||||||||||
Facility Activations Developments And Closures [Line Items] | ||||||||||
Net proceeds from sale of assets | $ 10,900,000 |
Idled Facilities and Respective
Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) $ in Thousands | Jun. 30, 2022 USD ($) Bed | Dec. 31, 2021 USD ($) |
Prairie Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,600 | |
Net Carrying Value | $ | $ 13,971 | $ 14,416 |
Huerfano County Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 752 | |
Net Carrying Value | $ | $ 14,908 | 15,230 |
Diamondback Correctional Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 2,160 | |
Net Carrying Value | $ | $ 36,047 | 36,917 |
Marion Adjustment Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 826 | |
Net Carrying Value | $ | $ 10,535 | 10,743 |
Kit Carson Correctional Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,488 | |
Net Carrying Value | $ | $ 50,061 | 50,950 |
West Tennessee Detention Facility | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 600 | |
Net Carrying Value | $ | $ 20,102 | 20,622 |
Leavenworth Detention Center | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 1,033 | |
Net Carrying Value | $ | $ 53,009 | 54,162 |
Idle Facilities | ||
Facility Activations Developments And Closures [Line Items] | ||
Design Capacity | Bed | 8,459 | |
Net Carrying Value | $ | $ 198,633 | $ 203,040 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 29, 2021 |
Debt Instrument [Line Items] | |||
Total debt | $ 1,346,515 | $ 1,551,932 | |
Unamortized debt issuance costs | (18,234) | (20,588) | |
Unamortized original issue premium (discount) | 776 | (3,922) | |
Current portion of long-term debt | (180,378) | (35,376) | |
Long-term debt, net | 1,148,679 | 1,492,046 | |
Term Loan A Due in May 2026 | |||
Debt Instrument [Line Items] | |||
Total debt | 98,750 | 170,000 | |
Unamortized debt issuance costs | (1,500) | ||
Term Loan B | |||
Debt Instrument [Line Items] | |||
Total debt | 128,750 | ||
Unamortized debt issuance costs | (2,000) | ||
Senior Notes 4.625% Due 2023 | |||
Debt Instrument [Line Items] | |||
Total debt | 170,074 | 173,650 | |
Unamortized debt issuance costs | (300) | (400) | |
Senior Notes 4.75% Due 2027 | |||
Debt Instrument [Line Items] | |||
Total debt | 250,000 | 250,000 | |
Unamortized debt issuance costs | (2,100) | (2,300) | |
8.25% Senior Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Total debt | 675,000 | 675,000 | $ 675,000 |
Unamortized debt issuance costs | (11,400) | (12,900) | |
Lansing Correctional Facility Non-Recourse Mortgage Note 4.43% Due 2040 | |||
Debt Instrument [Line Items] | |||
Total debt | 152,691 | 154,532 | |
Unamortized debt issuance costs | $ (2,900) | $ (3,000) |
Schedule of Debt Outstanding (P
Schedule of Debt Outstanding (Parenthetical) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||||||
Apr. 30, 2021 | Oct. 31, 2017 | Apr. 30, 2013 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 29, 2021 | Apr. 14, 2021 | |
Debt Instrument [Line Items] | ||||||||
Unamortized debt issuance costs | $ 18,234 | $ 20,588 | ||||||
Term Loan A Due in May 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate | 4.50% | 1.40% | ||||||
Debt maturity date | May 31, 2026 | |||||||
Interest payable dates | Interest payable periodically at variable interest rates. | |||||||
Unamortized debt issuance costs | $ 1,500 | |||||||
Term Loan B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate | 5.50% | |||||||
Interest payable dates | Interest was payable periodically at variable interest rates. | |||||||
Unamortized debt issuance costs | $ 2,000 | |||||||
Senior Notes 4.625% Due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 4.625% | 4.625% | ||||||
Debt maturity date | May 01, 2023 | May 31, 2023 | ||||||
Unamortized debt issuance costs | $ 300 | 400 | ||||||
Senior Notes 4.75% Due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 4.75% | 4.75% | ||||||
Debt maturity date | Oct. 15, 2027 | Oct. 31, 2027 | ||||||
Unamortized debt issuance costs | $ 2,100 | 2,300 | ||||||
8.25% Senior Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | |||
Debt maturity date | Apr. 15, 2026 | Apr. 30, 2026 | ||||||
Unamortized debt issuance costs | $ 11,400 | 12,900 | ||||||
Lansing Correctional Facility Non-Recourse Mortgage Note 4.43% Due 2040 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 4.43% | |||||||
Debt maturity date | Jan. 31, 2040 | |||||||
Unamortized debt issuance costs | $ 2,900 | $ 3,000 | ||||||
Revolving Credit Facility | Revolving Credit Facility Due in May 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving Credit Facility maturity date | May 31, 2026 | |||||||
Interest payable dates | Interest payable periodically at variable interest rates. |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||
May 19, 2022 | May 12, 2022 | Sep. 29, 2021 | Apr. 14, 2021 | Dec. 18, 2019 | Apr. 20, 2018 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2017 | Apr. 30, 2013 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||||||||||||||
Borrowings outstanding under credit facility | $ 0 | $ 0 | ||||||||||||||
Total debt | 1,346,515,000 | 1,346,515,000 | $ 1,551,932,000 | |||||||||||||
Debt Instrument outstanding balance | 1,346,515,000 | 1,346,515,000 | 1,551,932,000 | |||||||||||||
Expenses associated with debt repayments and refinancing transactions | 6,805,000 | $ 52,167,000 | 6,805,000 | $ 52,167,000 | ||||||||||||
Non-Recourse Senior Secured Notes | Private Placement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument outstanding balance | 152,700,000 | 152,700,000 | ||||||||||||||
Debt maturity date | Jan. 31, 2040 | |||||||||||||||
Stated interest rate | 4.43% | |||||||||||||||
Aggregate principal amount | $ 159,500,000 | |||||||||||||||
Scheduled maturity term | 20 years | |||||||||||||||
Expected project completion period | January 2020 | |||||||||||||||
Notes issuance costs | $ 3,400,000 | |||||||||||||||
Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 350,000,000 | |||||||||||||||
Debt maturity period | May 31, 2026 | |||||||||||||||
Line of credit facility, aggregate principal amount of additional borrowing | $ 200,000,000 | |||||||||||||||
Line of credit facility, Consolidated EBITDA | 50% | |||||||||||||||
Credit Agreement | Term Loan A Due in May 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||||||||||
Previous Bank Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | |||||||||||||||
Debt maturity period | Apr. 30, 2023 | |||||||||||||||
Write-off of loan costs | 800,000 | |||||||||||||||
Previous Bank Credit Facility | Term Loan A Due in April 2023 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | |||||||||||||||
Term Loan A | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Total debt | 98,800,000 | 98,800,000 | ||||||||||||||
Term Loan B Due In December 2024 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument outstanding balance | $ 250,000,000 | |||||||||||||||
Repayments of debt | $ 124,100,000 | $ 90,000,000 | ||||||||||||||
Debt maturity date | Dec. 18, 2024 | |||||||||||||||
Percentage of loan to value of certain specified real property assets secured by a first lien | 80% | |||||||||||||||
Debt instrument, issued price percentage of principal | 95% | |||||||||||||||
Unamortized original issue discount | $ 12,500,000 | |||||||||||||||
Capitalized loan costs | $ 5,100,000 | |||||||||||||||
Pro rata write-off of unamortized debt issuance costs and original issue discount | $ 4,100,000 | |||||||||||||||
Write-off of remaining unamortized debt issuance costs, original issue discount, and fees and fees associated with the voluntary repayment | $ 6,000,000 | |||||||||||||||
Term Loan B Due In December 2024 | Base Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, percentage points added to reference rate | 3.50% | |||||||||||||||
Term Loan B Due In December 2024 | London Inter Bank Offere London Inter Bank Offered Rate Libor Member Rate L I B O R | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, percentage points added to reference rate | 4.50% | |||||||||||||||
Libor floor rate | 1% | |||||||||||||||
Senior Notes 4.625% Due 2023 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument outstanding balance | $ 170,074,000 | $ 170,074,000 | 173,650,000 | |||||||||||||
Debt maturity date | May 01, 2023 | May 31, 2023 | ||||||||||||||
Stated interest rate | 4.625% | 4.625% | 4.625% | |||||||||||||
Aggregate principal amount | $ 350,000,000 | |||||||||||||||
Debt instrument redemption percentage of par | 100% | |||||||||||||||
Senior Notes 4.75% Due 2027 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument outstanding balance | $ 250,000,000 | $ 250,000,000 | 250,000,000 | |||||||||||||
Debt maturity date | Oct. 15, 2027 | Oct. 31, 2027 | ||||||||||||||
Stated interest rate | 4.75% | 4.75% | 4.75% | |||||||||||||
Aggregate principal amount | $ 250,000,000 | |||||||||||||||
Debt instrument redemption percentage of par | 100% | |||||||||||||||
8.25% Senior Notes Due 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument outstanding balance | $ 675,000,000 | $ 675,000,000 | $ 675,000,000 | 675,000,000 | ||||||||||||
Debt maturity date | Apr. 15, 2026 | Apr. 30, 2026 | ||||||||||||||
Stated interest rate | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | ||||||||||
Aggregate principal amount | $ 675,000,000 | |||||||||||||||
8.25% Senior Notes Due 2026 | Redemption Beginning on April 15, 2024 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument redemption percentage of par | 104.125% | |||||||||||||||
Debt instrument redemption beginning period | Apr. 15, 2024 | |||||||||||||||
8.25% Senior Notes Due 2026 | Redemption Beginning on April 15, 2025 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument redemption percentage of par | 100% | |||||||||||||||
Debt instrument redemption beginning period | Apr. 15, 2025 | |||||||||||||||
Original 8.25% Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stated interest rate | 8.25% | |||||||||||||||
Aggregate principal amount | $ 450,000,000 | |||||||||||||||
Debt instrument price | 99% | |||||||||||||||
Debt instrument interest rate effective percentage | 8.50% | |||||||||||||||
Net proceeds from issuance of debt | $ 435,100,000 | |||||||||||||||
5.0% Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt maturity date | Oct. 15, 2022 | |||||||||||||||
Stated interest rate | 5% | |||||||||||||||
Aggregate principal amount | $ 250,000,000 | |||||||||||||||
Debt instrument redemption amount | 15,500,000 | |||||||||||||||
4.625% Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument outstanding balance | $ 170,100,000 | $ 173,700,000 | $ 170,100,000 | $ 173,700,000 | $ 173,700,000 | |||||||||||
Stated interest rate | 4.625% | 4.625% | 4.625% | 4.625% | 4.625% | |||||||||||
Debt instrument repurchase amount | 149,000,000 | $ 3,600,000 | $ 27,300,000 | $ 3,600,000 | $ 27,300,000 | $ 27,300,000 | ||||||||||
Aggregate purchase price | 151,200,000 | |||||||||||||||
4.625% Senior Notes | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument outstanding balance | 201,000,000 | |||||||||||||||
4.625% Senior Notes | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument outstanding balance | $ 350,000,000 | |||||||||||||||
5.0% Senior Notes and 4.625% Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Expenses associated with debt repayments and refinancing transactions | $ 19,200,000 | |||||||||||||||
Additional Senior Notes Eight Point Two Five Percent Due Twenty Twenty Six | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stated interest rate | 8.25% | |||||||||||||||
Aggregate principal amount | $ 225,000,000 | |||||||||||||||
Debt instrument price | 102.25% | |||||||||||||||
Debt instrument interest rate effective percentage | 7.65% | |||||||||||||||
Net proceeds from issuance of debt | $ 225,500,000 | |||||||||||||||
New Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Sublimit swing line loans | 25,000,000 | |||||||||||||||
Percentage of commitment fee to unfunded balance | 0.45% | |||||||||||||||
Line of credit facility, remaining borrowing capacity | 233,200,000 | $ 233,200,000 | ||||||||||||||
Sublimit for issuance of standby letters of credit | $ 100,000,000 | |||||||||||||||
Revolving Credit Facility letters of credit outstanding | $ 16,800,000 | $ 16,800,000 | ||||||||||||||
Previous Bank Credit Facility | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fixed charge coverage ratio | 1.75 | |||||||||||||||
Previous Bank Credit Facility | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Total leverage ratio | 5.50 | |||||||||||||||
Secured leverage ratio | 3.25 | |||||||||||||||
Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of capital stock of foreign subsidiary secured by pledge under New Bank Credit Facility | 65% | |||||||||||||||
Consolidated leverage ratio | 4 | |||||||||||||||
Percentage of loan to value | 50% | |||||||||||||||
Revolving Credit Facility | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fixed charge coverage ratio | 1.75 | |||||||||||||||
Revolving Credit Facility | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Total leverage ratio | 4.50 | |||||||||||||||
Net unrestricted cash and cash equivalents related to leverage ratio | $ 100,000,000 | |||||||||||||||
Secured leverage ratio | 2.50 | |||||||||||||||
Net unrestricted cash and cash equivalents related to secured leverage ratio | $ 100,000,000 | |||||||||||||||
Revolving Credit Facility | Base Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, percentage points added to reference rate | 2.25% | |||||||||||||||
Revolving Credit Facility | Base Rate | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, percentage points added to reference rate | 1.75% | |||||||||||||||
Revolving Credit Facility | Base Rate | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, percentage points added to reference rate | 3.50% | |||||||||||||||
Revolving Credit Facility | Bloomberg Short-Term Bank Yield Index (BSBY) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, percentage points added to reference rate | 3.25% | |||||||||||||||
Revolving Credit Facility | Bloomberg Short-Term Bank Yield Index (BSBY) | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, percentage points added to reference rate | 2.75% | |||||||||||||||
Revolving Credit Facility | Bloomberg Short-Term Bank Yield Index (BSBY) | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, percentage points added to reference rate | 4.50% | |||||||||||||||
Revolving Credit Facility | Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | |||||||||||||||
Revolving Credit Facility | Previous Bank Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 800,000,000 |
Schedule of Principal Payments
Schedule of Principal Payments (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2022 (remainder) | $ 4,786 | |
2023 | 181,845 | |
2024 | 14,722 | |
2025 | 17,698 | |
2026 | 749,450 | |
2027 | 256,855 | |
Thereafter | 121,159 | |
Total debt | $ 1,346,515 | $ 1,551,932 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program - Additional Information (Detail) - USD ($) shares in Millions | 2 Months Ended | 6 Months Ended | |||
Aug. 02, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | May 12, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share repurchase program, authorized Amount | $ 150,000,000 | ||||
Number of shares repurchased under share repurchase program | 3 | ||||
Cost of repurchase of shares | $ 37,500,000 | $ 40,236,000 | $ 1,634,000 | ||
Subsequent Event | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share repurchase program, authorized Amount | $ 225,000,000 | ||||
Share repurchase program, additional amount authorized to be repurchased | $ 75,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - Restricted stock based awards - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
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 | $ 21.5 | $ 21.8 | |||
Vesting description | The RSUs awarded to officers and executive officers in 2020, 2021 and 2022 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company’s independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2020, 2021, and 2022 for the 2020 awards, December 31, 2021, 2022, and 2023 for the 2021 awards, and December 31, 2022, 2023, and 2024 for the 2022 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2023 and 2024 have not yet been established, the values of the third RSU increment of the 2021 awards and of the second and third increments of the 2022 awards for financial reporting purposes will not be determined until such criteria are established. | ||||
Increase in vesting percentage based on performance relative to annual performance criteria | 150% | ||||
Decrease in vesting percentage based on performance relative to annual performance criteria | 0% | ||||
Allocated share-based compensation expense | $ 4.5 | $ 4.3 | $ 9.7 | $ 8.5 | |
Restricted common stock units remained outstanding and subject to vesting | 4 | 4 | |||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Increase decrease in vesting percentage based on shareholder return relative to peer group | 80% | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Increase decrease in vesting percentage based on shareholder return relative to peer group | 120% | ||||
General and Administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Allocated share-based compensation expense | $ 4.1 | 4 | $ 8.9 | 7.7 | |
Operating | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Allocated share-based compensation expense | $ 0.4 | $ 0.3 | $ 0.8 | $ 0.8 | |
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 | 2.1 | 2.7 | |||
Employees And Non Employee Directors | General and Administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Restricted common stock units issued by CoreCivic | 1.9 | 2.5 | |||
Employee | Operating | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Restricted common stock units issued by CoreCivic | 0.2 | 0.2 | |||
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% | ||||
Non Employee Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Vesting period | 1 year | ||||
Other Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Vesting period, continuous service requirement | 3 years |
Schedule of Calculation of Nume
Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) | $ 10,562 | $ 15,623 | $ 29,565 | $ (109,945) |
Net income (loss) | $ 10,562 | $ 15,623 | $ 29,565 | $ (109,945) |
Weighted average common shares outstanding, Basic | 120,529 | 120,283 | 120,662 | 120,098 |
Weighted average shares and assumed conversions | 121,346 | 122,059 | 121,383 | 120,098 |
BASIC EARNINGS (LOSS) PER SHARE | $ 0.09 | $ 0.13 | $ 0.25 | $ (0.92) |
DILUTED EARNINGS (LOSS) PER SHARE | $ 0.09 | $ 0.13 | $ 0.24 | $ (0.92) |
Restricted stock based awards | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities | 817 | 434 | 721 | |
Non-controlling interest - Operating Partnership Units | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities | 1,342 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restricted stock based awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from computation of earnings (loss) per share because they were anti-dilutive | 0.3 | |||
Non-controlling interest - Operating Partnership Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from computation of earnings (loss) per share because they were anti-dilutive | 1.3 | |||
Share-based Payment Arrangement, Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from computation of earnings (loss) per share because they were anti-dilutive | 16,000 | 0.3 | 0.1 | 0.4 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||||
Payments for litigation settlement | $ 56,000 | ||||||
Litigation settlement, expense | $ 1,900 | $ 2,550 | $ 51,700 | $ 1,900 | $ 54,295 | $ 54,300 | |
Term of settlement of derivative matters upon court approval | 90 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||||||
Minimum Distribution Percentage of Taxable Income to Qualify for Real Estate Investment Trust | 90% | |||||
Income tax expense | $ 4,013,000 | $ 6,519,000 | $ 10,623,000 | $ 120,050,000 | ||
Catch-up tax payments or penalties | 0 | |||||
Deferred employer side social security payments | $ 29,600,000 | |||||
Deferred employer side social security payments due in December 31, 2022 | $ 14,800,000 | |||||
Liabilities for uncertain tax positions | $ 0 | $ 0 | $ 0 | |||
Resulting From Revaluation Of Deferred Tax Liabilities | ||||||
Income Taxes [Line Items] | ||||||
Income tax expense | $ 114,200,000 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 Property Segment Facility | |
Segment Reporting Information [Line Items] | |
Number of Operating segments | Segment | 3 |
CoreCivic Safety | |
Segment Reporting Information [Line Items] | |
Number of facilities operated by the company | 45 |
Number of facilities owned by the company | 41 |
CoreCivic Community | |
Segment Reporting Information [Line Items] | |
Number of centers owned and operated by company | 24 |
CoreCivic Properties | |
Segment Reporting Information [Line Items] | |
Number of properties for lease to third parties and used by government agencies | Property | 10 |
Schedule of Revenue and Facilit
Schedule of Revenue and Facility Net Operating Income for Each of the Three Segments and a Reconciliation to CoreCivic's Operating Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 456,697 | $ 464,571 | $ 909,685 | $ 919,289 | ||
Operating expenses | 349,000 | 333,070 | 693,629 | 665,954 | ||
General and administrative | (31,513) | (33,228) | (62,614) | (62,758) | ||
Depreciation and amortization | (32,259) | (34,084) | (64,287) | (66,796) | ||
Shareholder litigation expense | (1,900) | (2,550) | $ (51,700) | (1,900) | (54,295) | $ (54,300) |
Asset impairments | (2,866) | (4,174) | ||||
Interest expense, net | (21,668) | (23,222) | (44,588) | (41,650) | ||
Expenses associated with debt repayments and refinancing transactions | (6,805) | (52,167) | (6,805) | (52,167) | ||
Gain on sale of real estate assets, net | (1,060) | (38,766) | (3,321) | (38,766) | ||
Other income (expense) | (37) | (8) | 1,005 | (156) | ||
Income before income taxes | 14,575 | 22,142 | 40,188 | 10,105 | ||
Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 456,655 | 464,541 | 909,609 | 919,223 | ||
Operating expenses | 348,920 | 332,972 | 693,450 | 665,773 | ||
Operating income | 107,735 | 131,569 | 216,159 | 253,450 | ||
Operating Segments | Safety | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 416,354 | 419,880 | 830,602 | 829,649 | ||
Operating expenses | 324,261 | 307,280 | 645,282 | 612,707 | ||
Operating income | 92,093 | 112,600 | 185,320 | 216,942 | ||
Operating Segments | Community | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 25,775 | 24,929 | 49,890 | 48,587 | ||
Operating expenses | 21,282 | 20,024 | 41,509 | 41,124 | ||
Operating income | 4,493 | 4,905 | 8,381 | 7,463 | ||
Operating Segments | CoreCivic Properties | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 14,526 | 19,732 | 29,117 | 40,987 | ||
Operating expenses | 3,377 | 5,668 | 6,659 | 11,942 | ||
Operating income | 11,149 | 14,064 | 22,458 | 29,045 | ||
Segment Reconciling Items | ||||||
Segment Reporting Information [Line Items] | ||||||
Other operating expense | (80) | (98) | (179) | (181) | ||
General and administrative | (31,513) | (33,228) | (62,614) | (62,758) | ||
Depreciation and amortization | (32,259) | (34,084) | (64,287) | (66,796) | ||
Shareholder litigation expense | (1,900) | (2,550) | (1,900) | (54,295) | ||
Asset impairments | (2,866) | (4,174) | ||||
Interest expense, net | (21,668) | (23,222) | (44,588) | (41,650) | ||
Expenses associated with debt repayments and refinancing transactions | (6,805) | (52,167) | (6,805) | (52,167) | ||
Gain on sale of real estate assets, net | 1,060 | 38,766 | 3,321 | 38,766 | ||
Other income (expense) | (37) | (8) | 1,005 | (156) | ||
Segment Reconciling Items | Other Revenue | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 42 | $ 30 | $ 76 | $ 66 |
Summary of Capital Expenditures
Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | $ 18,478 | $ 17,214 | $ 34,093 | $ 32,860 |
Safety | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 15,419 | 13,398 | 29,746 | 18,921 |
Community | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 408 | 494 | 680 | 1,084 |
CoreCivic Properties | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 1,194 | 2,290 | 1,194 | 3,305 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | $ 1,457 | $ 1,032 | $ 2,473 | $ 9,550 |
Schedule of Total Assets (Detai
Schedule of Total Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,276,530 | $ 3,498,938 |
Safety | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,473,917 | 2,532,319 |
Community | ||
Segment Reporting Information [Line Items] | ||
Total assets | 221,698 | 233,179 |
CoreCivic Properties | ||
Segment Reporting Information [Line Items] | ||
Total assets | 373,820 | 352,681 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 207,095 | $ 380,759 |