Release – CoreCivic Announces 2024 First Quarter Earnings Release and Conference Call Dates

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April 8, 2024

BRENTWOOD, Tenn., April 08, 2024 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (the Company) announced today that it will release its 2024 first quarter financial results after the market closes on Wednesday, May 8, 2024. A live broadcast of CoreCivic’s conference call will begin at 10:00 a.m. central time (11:00 a.m. eastern time) on Thursday, May 9, 2024.

To participate via telephone and join the call live, please register in advance here https://register.vevent.com/register/BIa41ba53918294659afa34f33febf12cc. Upon registration, telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number and a unique passcode.

Participants may access the audio-only webcast of the conference call from the Company’s website at www.corecivic.com under the “Events & Presentations” section of the “Investors” page. A replay of the webcast will be available for seven days.

About CoreCivic
CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and one of the largest prison operators in the United States. We have been a flexible and dependable partner for government for 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Contact:  Investors: Michael Grant – Managing Director, Investor Relations – (615) 263-6957
Media: Steve Owen – Vice President, Communications – (615) 263-3107

Release – CoreCivic Announces Closing of Offering of $500 Million of 8.250% Senior Notes Due 2029 and Expiration and Results of Tender Offer for 2026 Notes

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March 12, 2024

BRENTWOOD, Tenn., March 12, 2024 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today that it has completed the previously announced underwritten registered public offering of $500 million aggregate principal amount of 8.250% senior notes due 2029 (the “Notes”). The Notes are senior unsecured obligations of CoreCivic and are guaranteed by all of its subsidiaries that guarantee CoreCivic’s senior secured credit facilities, the $243.1 million outstanding aggregate principal amount of its 4.750% senior unsecured notes due October 2027, with an original aggregate principal amount of $250 million, and 8.250% senior unsecured notes due 2026 (the “2026 Notes”). The aggregate net proceeds from the sale of the Notes are expected to be approximately $490.3 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses.

CoreCivic also announced today the expiration and results of its previously announced cash tender offer (the “Tender Offer”) for any and all of the 2026 Notes, which expired at 5:00 p.m., New York City time, on March 11, 2024 (the “Expiration Time”). As of the Expiration Time, $494,103,000 aggregate principal amount of 2026 Notes, or approximately 83.3% of the aggregate principal amount of 2026 Notes outstanding, had been validly tendered and not validly withdrawn, not including any 2026 Notes that may be validly tendered pursuant to guaranteed delivery procedures. Holders (as defined in the Offer to Purchase dated March 4, 2024 (the “Offer to Purchase”)) who indicated by the Expiration Time that they will deliver their 2026 Notes through the guaranteed delivery procedures set forth in the Offer to Purchase, must deliver their 2026 Notes by 5:00 p.m., New York City time, on March 13, 2024. The complete terms and conditions of the Tender Offer were set forth in the Offer to Purchase and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery”).

CoreCivic today accepted for purchase and paid for all the 2026 Notes validly tendered in the Tender Offer at or prior to the Expiration Time and not validly withdrawn before the Expiration Time. Holders of 2026 Notes who validly tendered (and did not validly withdraw) their 2026 Notes in the Tender Offer at or prior to the Expiration Time received in cash $1,043.75 per $1,000 principal amount of 2026 Notes (the “Purchase Price”) validly tendered and accepted for purchase pursuant to the Offer to Purchase, plus accrued and unpaid interest from the October 15, 2023 interest payment date for the 2026 Notes up to, but not including, the settlement date, March 12, 2024 (the “Settlement Date”). With respect to the 2026 Notes tendered and accepted for purchase, if any, pursuant to the guaranteed delivery procedures described in the Offer to Purchase, the Holders of any such 2026 Notes will receive payment of the Purchase Price for such 2026 Notes, plus accrued and unpaid interest from the October 15, 2023 interest payment date for the 2026 Notes up to, but not including, the Settlement Date, on the payment date for any 2026 Notes tendered pursuant to a Notice of Guaranteed Delivery, which is expected to be March 14, 2024. All accrued and unpaid interest on the 2026 Notes from the October 15, 2023 interest payment date up to, but not including, the Settlement Date will cease to accrue on the Settlement Date for the 2026 Notes accepted for purchase pursuant to the Tender Offer, including those tendered pursuant to the Notice of Guaranteed Delivery.

The Notes were offered pursuant to CoreCivic’s shelf registration statement on Form S-3 (File No. 333-277631), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on March 4, 2024. The offering of the Notes was made solely by means of a prospectus supplement and an accompanying prospectus. The preliminary prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering of the Notes was filed with the SEC on March 4, 2024, and are available on the SEC’s website at www.sec.gov. The final prospectus supplement and accompanying prospectus was filed with the SEC on March 7, 2024 and are available on the SEC’s website at www.sec.gov. Copies of the preliminary and final prospectus supplement and the accompanying prospectus relating to, and describing the terms of, the offering of the Notes may be obtained from Citizens JMP Securities, LLC, Attn: Prospectus Department, or by telephone at (617) 725-5783.

Citizens JMP Securities, LLC is acting as the dealer manager for the Tender Offer. The information agent and tender agent for the Tender Offer is D.F. King & Co., Inc.

Questions regarding the terms of the Tender Offer may be directed to Citizens Capital Markets at (617) 725-5783. Requests for documents should be directed to D.F. King & Co., Inc. by calling (212) 269-5550 (for banks and brokers), or (800) 549-6697 (for all others toll free), or emailing corecivic@dfking.com. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: http://www.dfking.com/corecivic.        

CoreCivic intends to use the net proceeds from the offering of the Notes, together with borrowings under its revolving credit facility and/or cash on hand, to repurchase the 2026 Notes validly tendered and accepted for purchase pursuant to the Tender Offer, including the payment of accrued and unpaid interest, and costs and expenses in connection with the Tender Offer. CoreCivic intends, but is not obligated, to use a combination of borrowings under its revolving credit facility and cash on hand, to redeem the 2026 Notes that remain outstanding following the completion of the Tender Offer, in accordance with the indenture governing the 2026 Notes, including the payment of all premiums, accrued interest and costs and expenses in connection with the redemption of such 2026 Notes.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, including the Notes or the 2026 Notes, nor shall it constitute a notice of redemption under the indenture governing the 2026 Notes, nor shall there be any offer, solicitation or sale of the Notes, the 2026 Notes or any other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About CoreCivic
CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. CoreCivic provides a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. 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. CoreCivic has been a flexible and dependable partner for government for 40 years. CoreCivic’s employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements concerning the amount and CoreCivic’s intended use of proceeds from the completed underwritten public offering of the Notes and the planned redemption of the 2026 Notes that remain outstanding following the completion of the Tender Offer. These forward-looking statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Such forward-looking statements may be affected by risks and uncertainties in the Company’s business and market conditions. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Important factors that could cause actual results to differ are described in the filings made from time to time by CoreCivic with the SEC and include the risk factors described in CoreCivic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024. Except as required by applicable law, CoreCivic undertakes no obligation to update forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

Contact:
Investors: Mike Grant – Managing Director, Investor Relations – (615) 263-6957
Financial Media: David Gutierrez, Dresner Corporate Services – (312) 780-7204

Release – CoreCivic Appoints Catherine Hernandez-Blades and Alexander R. Fischer to its Board of Directors; CoreCivic Also Announces Planned Retirement of Long-Term Board Member Donna Alvarado

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March 7, 2024

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BRENTWOOD, Tenn., March 07, 2024 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (the Company) announced today that, effective March 15, 2024, Catherine Hernandez-Blades and Alexander R. Fischer will be appointed as independent members of the Company’s Board of Directors, expanding the board from ten to twelve directors, ten of whom have been determined by the board to be independent. The company also announced today that Donna M. Alvarado, who has served on CoreCivic’s Board of Directors since 2003, will retire from the Board in accordance with the Company’s retirement policy after the company’s 2024 Annual Meeting of Shareholders, bringing the number of board members at that point to eleven, including nine independent members. Both Ms. Hernandez-Blades and Mr. Fischer are expected to join various board committees in the future.

“We are pleased to have Catherine and Alex join our Board of Directors,” said Damon Hininger, CoreCivic’s President and Chief Executive Officer. “Catherine brings decades of executive leadership experience in government relations, communications, and marketing in both the private and the public sectors. She has partnered with the Federal government through her work at SAIC, Raytheon and Lockheed Martin, and she has worked closely with government leaders at the state level as well. Catherine also provides community support as a board member at several non-profits. We are very excited to add her valuable perspective to CoreCivic’s board.”

Hininger added, “We’re equally excited about the addition of Alex Fischer to our board. Alex brings diverse business, government, and non-profit experience, including extensive work in corporate strategy and property development. Alex has deep knowledge of economic development from both his leadership of the Columbus Partnership and previously as Commissioner of Economic Development and Deputy Governor for the State of Tennessee. Alex’s strong board experience spans a publicly traded company as well as other private and non-profit entities.”

“As we welcome Catherine and Alex, I also want to express how grateful we are to Donna Alvarado for her 21 years of thoughtful stewardship as a CoreCivic board member,” Hininger continued. “Donna has been deeply engaged with CoreCivic and she’s provided valued and consistent counsel as we have navigated various opportunities over the past two decades.”

Ms. Hernandez-Blades, 56, formerly served as the senior brand marketing and communications executive at SAIC, Aflac, and Flex (formerly Flextronics), where she had responsibility for brand, reputation, crisis, and issues management, as well as environmental, social, and governance efforts. Previously, she held senior management positions at Raytheon and Lockheed Martin, as well as in government, including serving by gubernatorial appointment as the Executive Director of the Louisiana Seafood Promotion and Marketing Board. Ms. Hernandez-Blades serves as the U.S. representative on the Advisory Board of the World Communications Forum Association – Davos, and as a Trustee for the Institute of Public Relations, an industry think tank. She is a former Chair of the Board of Operation Homefront, The Seminar, and CASA New Orleans. She holds a bachelor’s degree in Mass Communications from the University of Louisiana, Lafayette, and is a Loyola University Environmental Communications Fellow.

Mr. Fischer, 56, is the founder of Alex R. Fischer and Company, which offers strategic advisory services on corporate strategy, real estate development and economic development, since 2021. He is also a Partner with The New Albany Company, the master developer for over 20,000 acres of mixed-use development. His prior roles include serving as President and CEO of the Columbus Partnership from 2009 to 2021 and undertaking various positions at Battelle Memorial Institute, including Senior Vice President for Business and Commercialization, from 2002 to 2009. Earlier, Mr. Fischer contributed his expertise as Commissioner of Economic Development, Deputy Governor, and Chief of Staff for the State of Tennessee between 1997 and 2002. Mr. Fischer is an active board member of Advanced Drainage Systems (NYSE: WMS), where he chairs the Nominating and Governance Committee and serves on the Audit Committee; Nationwide Children’s Hospital, where he previously served as Chair; White Oak Partners, as Chair; Andelyn Biosciences; and the Columbus Downtown Development Corporation, also as Chair. He previously served on the board of trustees for The Ohio State University. Mr. Fischer holds a bachelor’s degree in Economics and Public Administration and a master’s degree in Urban Planning and Economic Development, both from the University of Tennessee.

About CoreCivic
CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and believe we are the largest private owner of real estate used by government agencies in the United States. We have been a flexible and dependable partner for government for 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Contact:  Investors: Michael Grant – Managing Director, Investor Relations – (615) 263-6957
Media: Steve Owen – Vice President, Communications – (615) 263-3107

Release – CoreCivic Announces Upsizing and Pricing of $500 Million 8.25% Senior Notes Due 2029

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March 5, 2024

BRENTWOOD, Tenn., March 05, 2024 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today that it successfully upsized and priced its offering of $500 million aggregate principal amount of 8.25% senior notes due 2029 (the “Notes”). The aggregate principal amount of the Notes to be issued in the offering was increased to $500 million from the previously announced $450 million. The Notes will be senior unsecured obligations of CoreCivic and will be guaranteed on a senior unsecured basis by all of CoreCivic’s subsidiaries that guarantee its existing senior secured credit facilities, 4.75% senior unsecured notes due October 2027 and 8.25% senior unsecured notes due 2026 (the “2026 Notes”).

The aggregate net proceeds from the sale of the Notes are expected to be approximately $490.3 million, after deducting the underwriting discounts and estimated offering expenses. CoreCivic intends to use the net proceeds, together with borrowings under CoreCivic’s revolving credit facility and cash on hand, to fund the concurrent cash tender offer for any and all of the $593.1 million outstanding aggregate principal amount of 2026 Notes (the “Tender Offer”), and, if and to the extent necessary, to redeem any of the 2026 Notes that remain outstanding thereafter, in accordance with the indenture governing the 2026 Notes, including the payment of all premiums, accrued interest and costs and expenses in connection with the Tender Offer and redemption of the 2026 Notes, after the expiration of the Tender Offer. There can be no assurance that the offering of the Notes or the Tender Offer will be consummated.

Citizens JMP Securities, LLC is acting as left lead underwriter, StoneX Financial Inc. and FHN Financial Securities Corp. are acting as joint bookrunners, and Wedbush Securities Inc. and TCBI Securities, Inc. are acting as co-managers for the offering.

The Notes are being offered pursuant to CoreCivic’s shelf registration statement on Form S-3, which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on March 4, 2024. The offering of the Notes is being made solely by means of a prospectus supplement and an accompanying prospectus. The preliminary prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering of the Notes was filed with the SEC on March 4, 2024, and are available on the SEC’s website at www.sec.gov. The final prospectus supplement and accompanying prospectus will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the final prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering of the Notes may be obtained from Citizens JMP Securities, LLC, Attn: Prospectus Department, or by telephone at (617) 725-5783.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, including the Notes or the 2026 Notes, nor shall it constitute a notice of redemption under the indenture governing the 2026 Notes, nor shall there be any offer, solicitation or sale of the Notes, the 2026 Notes or any other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About CoreCivic
CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. CoreCivic provides a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. 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. CoreCivic has been a flexible and dependable partner for government for 40 years. CoreCivic’s employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements concerning CoreCivic’s intention to issue the Notes and CoreCivic’s intended use of the net proceeds from the issuance of the Notes. These forward-looking statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Such forward-looking statements may be affected by risks and uncertainties in the Company’s business and market conditions. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Important factors that could cause actual results to differ are described in the filings made from time to time by CoreCivic with the SEC and include the risk factors described in CoreCivic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024, as well as the risks identified in the preliminary prospectus supplement relating to the offering of the Notes under the heading “Risk Factors.” Except as required by applicable law, CoreCivic undertakes no obligation to update forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

Contact:

Investors: Mike Grant – Managing Director, Investor Relations – (615) 263-6957
Financial Media: David Gutierrez, Dresner Corporate Services – (312) 780-7204

Release – CoreCivic Enters Into New Contracts With the State of Wyoming and Harris County, TX, at the Tallahatchie County Correctional Facility

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November 16, 2023

Recent Contract Wins Total Nearly 1,000 Beds

BRENTWOOD, Tenn., Nov. 16, 2023 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today it signed a new management contract with the state of Wyoming for the housing of up to 240 male inmates at the Company’s 2,672-bed Tallahatchie County Correctional Facility in Tutwiler, Mississippi. We previously housed inmates for Wyoming under a management contract that had not been utilized since 2019. The term of the new contract runs through June 30, 2026.

Additionally, CoreCivic signed a new management contract with Harris County, Texas, to house up to 360 male inmates at the Tallahatchie County Correctional Facility. Upon mutual agreement, the County may access an additional 360 beds at the Tallahatchie facility. The initial contract term begins on December 1, 2023, and ends November 30, 2024. The contract may be extended at the County’s option for four additional one-year terms.

Since September 2023, CoreCivic has added contracts with the State of Montana at the Saguaro Correctional Facility as well as with Hinds County (MS), Harris County (TX), and the State of Wyoming at the Tallahatchie County Correctional Facility. CoreCivic anticipates the combined annual revenue of these four contacts to be approximately $25 million.

Damon T. Hininger, President and Chief Executive Officer commented, “We are honored to once again assist the Wyoming Department of Corrections with their correctional needs, and believe this contract demonstrates the essential solutions that we provide to federal, state, and local government agencies. Harris County is a new partnership for CoreCivic, and we look forward to providing the County with a flexible capacity solution.”

Hininger continued, “These new contracts further reinforce the versatility of our real estate assets. Utilizing existing bed inventory is key to driving margin improvement at CoreCivic. These recent contract wins demonstrate both strong contracting progress and the high levels of interest in our services and assets from existing and new governmental partners.”

About CoreCivic

CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and one of the largest prison operators in the United States. We have been a flexible and dependable partner for government for 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Forward-Looking Statements

This press release contains statements as to our beliefs and expectations of the outcome of future events that are “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include, but are not limited to, the risks and uncertainties associated with: (i) changes in government policy, legislation and regulations that affect utilization of the private sector for corrections, detention, and residential reentry services, in general, or our business, in particular, including, but not limited to, the continued utilization of our correctional and detention facilities by the federal government, including as a consequence of the United States Department of Justice, or DOJ, not renewing contracts as a result of President Biden’s Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities, impacting utilization primarily by the Federal Bureau of Prisons and the United States Marshals Service, and the impact of any changes to immigration reform and sentencing laws (we do not, under longstanding policy, lobby for or against policies or legislation that would determine the basis for, or duration of, an individual’s incarceration or detention); (ii) our ability to obtain and maintain correctional, detention, and residential reentry facility management contracts because of reasons including, but not limited to, sufficient governmental appropriations, contract compliance, negative publicity and effects of inmate disturbances; (iii) changes in the privatization of the corrections and detention industry, the acceptance of our services, the timing of the opening of new facilities and the commencement of new management contracts (including the extent and pace at which new contracts are utilized), as well as our ability to utilize available beds; (iv) general economic and market conditions, including, but not limited to, the impact governmental budgets can have on our contract renewals and renegotiations, per diem rates, and occupancy; (v) fluctuations in our operating results because of, among other things, changes in occupancy levels; competition; contract renegotiations or terminations; inflation and other increases in costs of operations, including a continuing rise in labor costs; fluctuations in interest rates and risks of operations; (vi) the impact resulting from the termination of Title 42, the federal government’s policy to deny entry at the United States southern border to asylum-seekers and anyone crossing the southern border without proper documentation or authority in an effort to contain the spread of the coronavirus and related variants, or COVID-19; (vii) government budget uncertainty, the impact of the debt ceiling and the potential for government shutdowns and changing funding priorities; (viii) our ability to successfully identify and consummate future development and acquisition opportunities and realize projected returns resulting therefrom; (ix) our ability to have met and maintained qualification for taxation as a real estate investment trust, or REIT, for the years we elected REIT status; and (x) the availability of debt and equity financing on terms that are favorable to us, or at all. Other factors that could cause operating and financial results to differ are described in the filings we make from time to time with the Securities and Exchange Commission.

We take no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release or the information contained herein by any third-parties, including, but not limited to, any wire or internet services.

Contact:  Investors: Michael Grant – Managing Director, Investor Relations – (615) 263-6957
Financial Media: David Gutierrez, Dresner Corporate Services – (312) 780-7204

Release – CoreCivic Enters Into New Management Contract With Montana at Saguaro Correctional Facility in Arizona

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November 14, 2023

New Contract and Contract Renewal Momentum Continues

BRENTWOOD, Tenn., Nov. 14, 2023 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today it signed a new management contract with the state of Montana for the housing of up to 120 inmates at the Company’s 1,896-bed Saguaro Correctional Facility in Eloy, Arizona.  

The new management contract commences immediately and ends October 31, 2025. The contract may be extended by mutual agreement. The total term, including renewals, may not exceed seven years. We anticipate completing the receipt of the inmates from Montana at the Saguaro facility by December 31, 2023.

Damon T. Hininger, President and Chief Executive Officer commented, “We are grateful for our longstanding partnership with the Montana Department of Corrections and honored by the opportunity to meet their evolving needs at both our Crossroads Correctional Facility in Shelby, Montana as well as at our Saguaro Correctional Facility in Eloy, Arizona. Our modern Saguaro facility, built in 2007, will now care for incarcerated individuals for three different state partners.”   

Hininger continued, “This new contract further reflects the attractiveness of our available bed capacity as well as the high level of service and trust for which CoreCivic is recognized. We continue to anticipate heightened need for our modern and flexible capacity from states and local agencies, as well as from Federal partners.”

About CoreCivic

CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and one of the largest prison operators in the United States. We have been a flexible and dependable partner for government for 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Forward-Looking Statements

This press release contains statements as to our beliefs and expectations of the outcome of future events that are “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include, but are not limited to, the risks and uncertainties associated with: (i) changes in government policy, legislation and regulations that affect utilization of the private sector for corrections, detention, and residential reentry services, in general, or our business, in particular, including, but not limited to, the continued utilization of our correctional and detention facilities by the federal government, including as a consequence of the United States Department of Justice, or DOJ, not renewing contracts as a result of President Biden’s Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities, impacting utilization primarily by the Federal Bureau of Prisons and the United States Marshals Service, and the impact of any changes to immigration reform and sentencing laws (we do not, under longstanding policy, lobby for or against policies or legislation that would determine the basis for, or duration of, an individual’s incarceration or detention); (ii) our ability to obtain and maintain correctional, detention, and residential reentry facility management contracts because of reasons including, but not limited to, sufficient governmental appropriations, contract compliance, negative publicity and effects of inmate disturbances; (iii) changes in the privatization of the corrections and detention industry, the acceptance of our services, the timing of the opening of new facilities and the commencement of new management contracts (including the extent and pace at which new contracts are utilized), as well as our ability to utilize available beds; (iv) general economic and market conditions, including, but not limited to, the impact governmental budgets can have on our contract renewals and renegotiations, per diem rates, and occupancy; (v) fluctuations in our operating results because of, among other things, changes in occupancy levels; competition; contract renegotiations or terminations; inflation and other increases in costs of operations, including a continuing rise in labor costs; fluctuations in interest rates and risks of operations; (vi) the impact resulting from the termination of Title 42, the federal government’s policy to deny entry at the United States southern border to asylum-seekers and anyone crossing the southern border without proper documentation or authority in an effort to contain the spread of the coronavirus and related variants, or COVID-19; (vii) government budget uncertainty, the impact of the debt ceiling and the potential for government shutdowns and changing funding priorities; (viii) our ability to successfully identify and consummate future development and acquisition opportunities and realize projected returns resulting therefrom; (ix) our ability to have met and maintained qualification for taxation as a real estate investment trust, or REIT, for the years we elected REIT status; and (x) the availability of debt and equity financing on terms that are favorable to us, or at all. Other factors that could cause operating and financial results to differ are described in the filings we make from time to time with the Securities and Exchange Commission.

We take no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release or the information contained herein by any third-parties, including, but not limited to, any wire or internet services.

Contact:Investors: Michael Grant – Managing Director, Investor Relations – (615) 263-6957
 Financial Media: David Gutierrez, Dresner Corporate Services – (312) 780-7204

Release – CoreCivic Reports Third Quarter 2023 Financial Results

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November 6, 2023

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Meets Robust Growth in Customer Demand

BRENTWOOD, Tenn., Nov. 06, 2023 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (the Company) announced today its financial results for the third quarter of 2023.

Damon T. Hininger, CoreCivic’s President and Chief Executive Officer, said, “We are pleased with our third quarter results, and are optimistic that the post-pandemic environment will continue to result in increasing opportunities to serve our government partners. Federal, state, and local government agencies are experiencing an increase in the need for the solutions that we provide.”

Hininger continued, “We also continue to execute on our capital allocation strategy, repaying nearly $140 million of debt net of the change in cash so far this year, and reducing leverage, measured by net debt to EBITDA, to 2.8x using the trailing twelve months. Our debt reduction strategy has contributed to a meaningful reduction to interest expense from the prior year, despite an increasing interest rate environment. The amendment and extension of our bank credit facility obtained subsequent to quarter-end, which included an increase in size and an extension of the maturity to 2028, provides us with additional flexibility to execute on our long-term capital allocation strategy, including share repurchases.”

Financial Highlights – Third Quarter 2023

  • Total revenue of $483.7 million
    • CoreCivic Safety revenue of $443.3 million
    • CoreCivic Community revenue of $29.8 million
    • CoreCivic Properties revenue of $10.5 million
  • Net Income of $13.9 million
  • Diluted earnings per share of $0.12
  • Adjusted Diluted EPS of $0.14
  • Normalized Funds From Operations per diluted share of $0.35
  • Adjusted EBITDA of $75.2 million

Third Quarter 2023 Financial Results Compared With Third Quarter 2022

Net income in the third quarter of 2023 totaled $13.9 million, or $0.12 per diluted share, compared with net income in the third quarter of 2022 of $68.3 million, or $0.58 per diluted share. Among other special items, net income in the prior year quarter included gains on sales of real estate assets of $83.8 million, or $0.53 per share, including a $77.5 million gain on the sale of our McRae Correctional Facility. Adjusted for special items, adjusted net income in the third quarter of 2023 was $15.6 million, or $0.14 per diluted share (Adjusted Diluted EPS), compared with adjusted net income in the third quarter of 2022 of $9.7 million, or $0.08 per diluted share, representing a per share increase of 75%. Special items for each period are presented in detail in the calculation of Adjusted Net Income and Adjusted Diluted EPS in the Supplemental Financial Information following the financial statements presented herein.

The $0.06 per share increase in Adjusted Diluted EPS primarily resulted from higher federal and state populations, combined with lower interest expense resulting from our debt reduction strategy. These earnings increases were partially offset by the expiration of our contract with the Federal Bureau of Prisons (BOP) at the McRae Correctional Facility on November 30, 2022, and the lease with the Oklahoma Department of Corrections (ODC) at our North Fork Correctional Facility on June 30, 2023. We sold the McRae facility to the state of Georgia in August 2022, but continued to lease the facility so that we could fulfill our obligations to the BOP through the expiration date of the contract.

While we continue to experience ongoing labor market pressures and continue to incur temporary incentives and related incremental operating expenses at certain facilities, we have achieved notable improvements in our attraction and retention rates as a result of our staffing strategies and due to an overall improvement in the hiring environment. We believe the investments in our staffing have positioned us to manage the increased number of residents we have begun to experience now that the remaining occupancy restrictions caused by the COVID-19 pandemic have been removed, most notably Title 42, which ended May 11, 2023. Under Title 42, asylum-seekers and anyone crossing the border without proper documentation or authority were denied entry at the United States border in an effort to contain the spread of COVID-19. Since May 11, 2023 through September 25, 2023, the number of individuals in the custody of U.S. Immigration and Customs Enforcement (ICE) has increased 66%. Since May 11, 2023 through September 30, 2023, ICE detention populations within our facilities have increased by 4,729, or 84%, which we believe was possible, in part, because of our investments in staffing.

Earnings before interest, taxes, depreciation and amortization (EBITDA) was $72.8 million in the third quarter of 2023, compared with $147.9 million in the third quarter of 2022. Adjusted EBITDA, which excludes special items, was $75.2 million in the third quarter of 2023, compared with $68.4 million in the third quarter of 2022, an increase of 10.0%. The increase in Adjusted EBITDA was attributable to an increase in occupancy, combined with a general reduction in temporary staffing incentives, partially offset by the expiration of the contract with the BOP at the McRae facility and the lease with the ODC at the North Fork facility. The contract expirations at the McRae and North Fork facilities resulted in an aggregate reduction to EBITDA of $4.8 million from the third quarter of 2022.

Funds From Operations (FFO) was $38.5 million, or $0.34 per diluted share, in the third quarter of 2023, compared to $33.3 million, or $0.28 per diluted share, in the third quarter of 2022. Normalized FFO, which excludes special items, was $40.5 million, or $0.35 per diluted share, in the third quarter of 2023, compared with $33.9 million, or $0.29 per diluted share, in the third quarter of 2022, representing an increase in Normalized FFO per share of 21%. Normalized FFO was impacted by the same factors that affected Adjusted EBITDA, further improved by a reduction in interest expense as a result of our debt reduction strategy that isn’t reflected in Adjusted EBITDA.

Adjusted Net Income, EBITDA, Adjusted EBITDA, FFO, and Normalized FFO, and, where appropriate, their corresponding per share amounts, are measures calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles (GAAP). Please refer to the Supplemental Financial Information and the note following the financial statements herein for further discussion and reconciliations of these measures to net income, the most directly comparable GAAP measure.

Business Updates

Capital Strategy

Debt Repayments. We continued to make progress on our debt reduction strategy, increasing our total debt repaid for the nine months ended September 30, 2023, to $137.7 million, net of the change in cash, including $65.0 million during the third quarter of 2023. We have no debt maturities until April 2026 when our 8.25% Senior Notes, which have an outstanding principal balance of $593.1 million, are scheduled to mature.

Amendment and Extension of Bank Credit Facility. On October 11, 2023, we entered into a Fourth Amended and Restated Credit Agreement (New Bank Credit Facility) in an aggregate amount of $400.0 million, effectively replacing our Third Amended and Restated Credit Agreement dated May 12, 2022, which was an aggregate amount of $350.0 million. The New Bank Credit Facility, among other things, increases the available borrowings under the revolving credit facility from $250.0 million to $275.0 million and increases the size of the term loan from an initial balance of $100.0 million to $125.0 million, extends the maturity date to October 11, 2028 from May 12, 2026, and makes conforming changes to replace the Bloomberg Short-Term Bank Yield Index to the Secured Overnight Financing Rate. Further, financial covenants were modified to remove the $100.0 million limit of netting unrestricted cash and cash equivalents when calculating the consolidated total leverage ratio and the consolidated secured leverage ratio. At the closing of the New Bank Credit Facility, we received $33.8 million of net borrowings before transaction costs as a result of the increased size of the term loan, and the revolving credit facility remains undrawn, except for $17.4 million in outstanding letters of credit.

Share Repurchases. On May 12, 2022, our Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $150.0 million of our common stock. On August 2, 2022, our Board of Directors authorized an increase in our share repurchase program of up to an additional $75.0 million in shares of our common stock, or a total of up to $225.0 million. During the nine months ended September 30, 2023, we repurchased 2.6 million shares of our common stock, at an aggregate purchase price of $25.6 million, excluding fees, commissions and other costs related to the repurchases. Since the share repurchase program was authorized, through September 30, 2023, we have repurchased a total of 9.2 million shares at an aggregate price of $100.1 million, excluding fees, commissions and other costs related to the repurchases. We did not repurchase any shares of our common stock during the third quarter of 2023.

As of September 30, 2023, we had $124.9 million remaining under the share repurchase program authorized by the Board of Directors. Additional repurchases of common stock will be made in accordance with applicable securities laws and may be made at management’s discretion within parameters set by the Board of Directors 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 us to purchase any particular amount of our common stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by our Board of Directors in its discretion at any time.

New Management Contracts

New Management Contract With Hinds County, Mississippi. On September 25, 2023, we announced that we signed a new management contract with Hinds County, Mississippi for up to 250 adult male pre-trial detainees at our 2,672-bed Tallahatchie County Correctional Facility in Tutwiler, Mississippi. The initial contract term is for two years, which may be extended for an additional year upon mutual agreement. We currently care for approximately 200 residents from Hinds County at the Tallahatchie facility, in addition to over 400 residents from the U.S. Marshals Service, Vermont, South Carolina, the U.S. Virgin Islands, and Tallahatchie County.

Intent to Award New Management Contract From State of Montana. On October 11, 2023, we were notified by the state of Montana of its intent to award us a new management contract for up to 120 inmates at our 1,896-bed Saguaro Correctional Facility in Eloy, Arizona. We expect to execute the contract in the short-term and begin accepting residents from Montana later in the fourth quarter of 2023. We currently care for approximately 875 residents from Hawaii and nearly 600 residents from the state of Idaho at the Saguaro Correctional Facility. We also manage the fully occupied company-owned Crossroads Correctional Center in Shelby, Montana for the State pursuant to a separate management contract.

2023 Financial Guidance

Based on current business conditions, we are providing the following update to our financial guidance for the full year 2023:

 Guidance
Full Year 2023
Prior Guidance
Full Year 2023
• Net income$58.7 million to $64.9 million$58.4 million to $66.4 million
• Adjusted net income$62.3 million to $68.5 million$59.5 million to $67.5 million
• Diluted EPS$0.51 to $0.57$0.51 to $0.58
• Adjusted Diluted EPS$0.54 to $0.60$0.52 to $0.59
• FFO per diluted share$1.37 to $1.43$1.36 to $1.44
• Normalized FFO per diluted share$1.40 to $1.46$1.37 to $1.45
• EBITDA$298.8 million to $303.0 million$297.0 million to $303.0 million
• Adjusted EBITDA$302.5 million to $306.8 million$297.3 million to $303.3 million


During 2023, we expect to invest $66.0 million to $69.0 million in capital expenditures, consisting of $36.0 million to $37.0 million in maintenance capital expenditures on real estate assets, $25.0 million to $26.0 million for maintenance capital expenditures on other assets and information technology, and $5.0 million to $6.0 million for other capital investments.

Supplemental Financial Information and Investor Presentations

We have made available on our website supplemental financial information and other data for the third quarter of 2023. Interested parties may access this information through our website at http://ir.corecivic.com/ under “Financial Information” of the Investors section. We do not undertake any obligation and disclaim any duties to update any of the information disclosed in this report.

Management may meet with investors from time to time during the fourth quarter of 2023. Written materials used in the investor presentations will also be available on our website beginning on or about November 29, 2023. Interested parties may access this information through our website at http://ir.corecivic.com/ under “Events & Presentations” of the Investors section.

Conference Call, Webcast and Replay Information

We will host a webcast conference call at 11:00 a.m. central time (12:00 p.m. eastern time) on Tuesday, November 7, 2023, which will be accessible through the Company’s website at www.corecivic.com under the “Events & Presentations” section of the “Investors” page.
To participate via telephone and join the call live, please register in advance here https://register.vevent.com/register/BI3e522c1e25f444ec98977db80437da4f. Upon registration, telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number and a unique passcode.

About CoreCivic

CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and one of the largest prison operators in the United States. We have been a flexible and dependable partner for government for 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Forward-Looking Statements

This press release contains statements as to our beliefs and expectations of the outcome of future events that are “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include, but are not limited to, the risks and uncertainties associated with: (i) changes in government policy, legislation and regulations that affect utilization of the private sector for corrections, detention, and residential reentry services, in general, or our business, in particular, including, but not limited to, the continued utilization of our correctional and detention facilities by the federal government, including as a consequence of the United States Department of Justice not renewing contracts as a result of President Biden’s Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities, impacting utilization primarily by the BOP and the United States Marshals Service, and the impact of any changes to immigration reform and sentencing laws (we do not, under longstanding policy, lobby for or against policies or legislation that would determine the basis for, or duration of, an individual’s incarceration or detention); (ii) our ability to obtain and maintain correctional, detention, and residential reentry facility management contracts because of reasons including, but not limited to, sufficient governmental appropriations, contract compliance, negative publicity and effects of inmate disturbances; (iii) changes in the privatization of the corrections and detention industry, the acceptance of our services, the timing of the opening of new facilities and the commencement of new management contracts (including the extent and pace at which new contracts are utilized), as well as our ability to utilize available beds; (iv) general economic and market conditions, including, but not limited to, the impact governmental budgets can have on our contract renewals and renegotiations, per diem rates, and occupancy; (v) fluctuations in our operating results because of, among other things, changes in occupancy levels; competition; contract renegotiations or terminations; inflation and other increases in costs of operations, including a continuing rise in labor costs; fluctuations in interest rates and risks of operations; (vi) the impact resulting from the termination of Title 42, the federal government’s policy to deny entry at the United States southern border to asylum-seekers and anyone crossing the southern border without proper documentation or authority in an effort to contain the spread of the coronavirus and related variants, or COVID-19; (vii) government budget uncertainty, the impact of the debt ceiling and the potential for government shutdowns and changing funding priorities; (viii) our ability to successfully identify and consummate future development and acquisition opportunities and realize projected returns resulting therefrom; (ix) our ability to have met and maintained qualification for taxation as a real estate investment trust, or REIT, for the years we elected REIT status; and (x) the availability of debt and equity financing on terms that are favorable to us, or at all. Other factors that could cause operating and financial results to differ are described in the filings we make from time to time with the Securities and Exchange Commission.

We take no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release or the information contained herein by any third-parties, including, but not limited to, any wire or internet services, except as may be required by law.



CORECIVIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

ASSETS September 30,
2023
 December 31,
2022
     
Cash and cash equivalents $103,697  $149,401 
Restricted cash  14,214   12,764 
Accounts receivable, net of credit loss reserve of $7,358 and $8,008, respectively  269,416   312,435 
Prepaid expenses and other current assets  32,638   32,134 
Assets held for sale     6,936 
Total current assets  419,965   513,670 
Real estate and related assets:    
Property and equipment, net of accumulated depreciation of $1,798,675 and $1,716,283, respectively  2,127,800   2,176,098 
Other real estate assets  204,096   208,181 
Goodwill  4,844   4,844 
Other assets  311,903   341,976 
     
Total assets $3,068,608  $3,244,769 
     
LIABILITIES AND STOCKHOLDERS’ EQUITY    
     
Accounts payable and accrued expenses $290,385  $285,226 
Current portion of long-term debt  13,982   165,525 
Total current liabilities  304,367   450,751 
     
Long-term debt, net  1,055,588   1,084,858 
Deferred revenue  18,869   22,590 
Non-current deferred tax liabilities  98,124   99,618 
Other liabilities  133,358   154,544 
     
Total liabilities  1,610,306   1,812,361 
     
Commitments and contingencies    
     
Preferred stock ― $0.01 par value; 50,000 shares authorized; none issued and outstanding at September 30, 2023 and December 31, 2022, respectively      
Common stock ― $0.01 par value; 300,000 shares authorized; 113,605 and 114,988 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively  1,136   1,150 
Additional paid-in capital  1,792,481   1,807,689 
Accumulated deficit  (335,315)  (376,431)
Total stockholders’ equity  1,458,302   1,432,408 
     
Total liabilities and stockholders’ equity $3,068,608  $3,244,769 
CORECIVIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

  For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
   2023   2022   2023   2022 
         
REVENUE:        
Safety $443,324  $423,186  $1,282,717  $1,253,788 
Community  29,791   26,379   84,569   76,269 
Properties  10,477   14,587   37,888   43,704 
Other  113   59   215   135 
   483,705   464,211   1,405,389   1,373,896 
         
EXPENSES:        
Operating        
Safety  350,946   342,190   1,015,070   987,472 
Community  23,268   22,022   68,888   63,531 
Properties  3,067   3,902   9,752   10,561 
Other  42   80   158   259 
Total operating expenses  377,323   368,194   1,093,868   1,061,823 
General and administrative  33,927   30,194   99,218   92,808 
Depreciation and amortization  32,526   31,931   95,183   96,218 
Shareholder litigation expense           1,900 
Asset impairments  2,710   3,513   2,710   3,513 
   446,486   433,832   1,290,979   1,256,262 
         
         
OTHER INCOME (EXPENSE):        
Interest expense, net  (17,886)  (20,793)  (55,305)  (65,381)
Expenses associated with debt repayments and refinancing transactions  (100)  (783)  (326)  (7,588)
Gain on sale of real estate assets, net  368   83,828   343   87,149 
Other income (expense)  (74)  (71)  (43)  934 
         
INCOME BEFORE INCOME TAXES  
19,527
   
92,560
   
59,079
   
132,748
 
         
Income tax expense  (5,635)  (24,242)  (17,957)  (34,865)

NET INCOME
 $13,892  $68,318  $41,122  $97,883 

BASIC EARNINGS PER SHARE
 $0.12  $0.59  $0.36  $0.82 
         
DILUTED EARNINGS PERSHARE $0.12  $0.58  $0.36  $0.82 
CORECIVIC, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

CALCULATION OF ADJUSTED NET INCOME AND ADJUSTED DILUTED EPS

  For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
   2023   2022   2023   2022 
         
Net income $13,892  $68,318  $41,122  $97,883 
         
Special items:        
Expenses associated with debt repayments and refinancing transactions  100   783   326   7,588 
Income tax expense associated with change in corporate tax structure        930    
Gain on sale of real estate assets, net  (368)  (83,828)  (343)  (87,149)
Shareholder litigation expense           1,900 
Asset impairments  2,710   3,513   2,710   3,513 
Income tax expense (benefit) for special items  (709)  20,959   (784)  19,543 
Adjusted net income $15,625  $9,745  $43,961  $43,278 
Weighted average common shares outstanding – basic  113,605   116,569   113,919   119,282 
Effect of dilutive securities:        
Restricted stock-based awards  802   881   686   774 
Weighted average shares and assumed conversions – diluted  114,407   117,450   114,605   120,056 
Adjusted Diluted EPS $0.14  $0.08  $0.38  $0.36 
CORECIVIC, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

CALCULATION OF FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS

  For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
   2023   2022   2023   2022 
         
Net income $13,892  $68,318  $41,122  $97,883 
Depreciation and amortization of real estate assets  24,837   24,158   73,206   72,825 
Impairment of real estate assets     3,513      3,513 
Gain on sale of real estate assets, net  (368)  (83,828)  (343)  (87,149)
Income tax expense for special items  107   21,165   100   22,073 
Funds From Operations $38,468  $33,326  $114,085  $109,145 
         
Expenses associated with debt repayments and refinancing transactions  100   783   326   7,588 
Income tax expense associated with change in corporate tax structure        930    
Shareholder litigation expense           1,900 
Other asset impairments  2,710      2,710    
Income tax benefit for special items  (816)  (206)  (884)  (2,530)
Normalized Funds From Operations $40,462  $33,903  $117,167  $116,103 
         
Funds From Operations Per Diluted Share $0.34  $0.28  $1.00  $0.91 
Normalized Funds From Operations Per Diluted Share $0.35  $0.29  $1.02  $0.97 
CALCULATION OF EBITDA AND ADJUSTED EBITDA

  For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
   2023   2022   2023   2022 
         
Net income $13,892  $68,318  $41,122  $97,883 
Interest expense  20,734   23,455   64,037   73,139 
Depreciation and amortization  32,526   31,931   95,183   96,218 
Income tax expense  5,635   24,242   17,957   34,865 
EBITDA $72,787  $147,946  $218,299  $302,105 
         
Expenses associated with debt repayments and refinancing transactions  100   783   326   7,588 
Gain on sale of real estate assets, net  (368)  (83,828)  (343)  (87,149)
Shareholder litigation expense           1,900 
Asset impairments  2,710   3,513   2,710   3,513 
Adjusted EBITDA $75,229  $68,414  $220,992  $227,957 
CORECIVIC, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

GUIDANCE — CALCULATION OF ADJUSTED NET INCOME, FUNDS FROM OPERATIONS, EBITDA & ADJUSTED EBITDA

  For the Year Ending
December 31, 2023
  Low End of Guidance High End of Guidance
Net income $58,672  $64,922 
Expenses associated with debt repayments and refinancing transactions  1,363   1,363 
Income tax expense associated with change in corporate tax structure  930   930 
Gain on sale of real estate assets, net  (343)  (343)
Asset impairments  2,710   2,710 
Income tax benefit for special items  (1,082)  (1,082)
Adjusted net income $62,250  $68,500 
     
Net income $58,672  $64,922 
Depreciation and amortization of real estate assets  98,000   98,500 
Gain on sale of real estate assets, net  (343)  (343)
Income tax expense for special items  100   100 
Funds From Operations $156,429  $163,179 
Expenses associated with debt repayments and refinancing transactions  1,363   1,363 
Income tax expense associated with change in corporate tax structure  930   930 
Other asset impairments  2,710   2,710 
Income tax benefit for special items  (1,182)  (1,182)
Normalized Funds From Operations $160,250  $167,000 
Diluted EPS $0.51  $0.57 
Adjusted Diluted EPS $0.54  $0.60 
FFO per diluted share $1.37  $1.43 
Normalized FFO per diluted share $1.40  $1.46 
     
Net income $58,672  $64,922 
Interest expense  85,500   84,500 
Depreciation and amortization  128,000   128,000 
Income tax expense  26,598   25,598 
EBITDA $298,770  $303,020 
Expenses associated with debt repayments and refinancing transactions  1,363   1,363 
Gain on sale of real estate assets, net  (343)  (343)
Asset impairments  2,710   2,710 
Adjusted EBITDA $302,500  $306,750 


NOTE TO SUPPLEMENTAL FINANCIAL INFORMATION

Adjusted Net Income, EBITDA, Adjusted EBITDA, FFO, and Normalized FFO, and, where appropriate, their corresponding per share metrics are non-GAAP financial measures. The Company believes that these measures are important operating measures that supplement discussion and analysis of the Company’s results of operations and are used to review and assess operating performance of the Company and its properties and their management teams. The Company believes that it is useful to provide investors, lenders and securities analysts disclosures of its results of operations on the same basis that is used by management.

FFO, in particular, is a widely accepted non-GAAP supplemental measure of performance of real estate companies, grounded in the standards for FFO established by the National Association of Real Estate Investment Trusts (NAREIT). NAREIT defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from sales of property and extraordinary items, plus depreciation and amortization of real estate and impairment of depreciable real estate and after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis. As a company with extensive real estate holdings, we believe FFO and FFO per share are important supplemental measures of our operating performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs and other real estate operating companies, many of which present FFO and FFO per share when reporting results. EBITDA, Adjusted EBITDA, and FFO are useful as supplemental measures of performance of the Company’s properties because such measures do not take into account depreciation and amortization, or with respect to EBITDA, the impact of the Company’s tax provision and financing strategies. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), this accounting presentation assumes that the value of real estate assets diminishes at a level rate over time. Because of the unique structure, design and use of the Company’s properties, management believes that assessing performance of the Company’s properties without the impact of depreciation or amortization is useful. The Company may make adjustments to FFO from time to time for certain other income and expenses that it considers non-recurring, infrequent or unusual, even though such items may require cash settlement, because such items do not reflect a necessary or ordinary component of the ongoing operations of the Company. Normalized FFO excludes the effects of such items. The Company calculates Adjusted Net Income by adding to GAAP Net Income expenses associated with the Company’s debt repayments and refinancing transactions, and certain impairments and other charges that the Company believes are unusual or non-recurring to provide an alternative measure of comparing operating performance for the periods presented.

Other companies may calculate Adjusted Net Income, EBITDA, Adjusted EBITDA, FFO, and Normalized FFO differently than the Company does, or adjust for other items, and therefore comparability may be limited. Adjusted Net Income, EBITDA, Adjusted EBITDA, FFO, and Normalized FFO and, where appropriate, their corresponding per share measures are not measures of performance under GAAP, and should not be considered as an alternative to cash flows from operating activities, a measure of liquidity or an alternative to net income as indicators of the Company’s operating performance or any other measure of performance derived in accordance with GAAP. This data should be read in conjunction with the Company’s consolidated financial statements and related notes included in its filings with the Securities and Exchange Commission.

Contact: Investors: David Garfinkle – Chief Financial Officer – (615) 263-3008
Financial Media: David Gutierrez, Dresner Corporate Services – (312) 780-7204

Release – CoreCivic Announces 2023 Third Quarter Earnings Release and Conference Call Dates

Research News and Market Data on CXW

October 18, 2023

PDF Version

BRENTWOOD, Tenn., Oct. 18, 2023 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (the Company) announced today that it will release its 2023 third quarter financial results after the market closes on Monday, November 6, 2023. A live broadcast of CoreCivic’s conference call will begin at 11:00 a.m. central time (12:00 p.m. eastern time) on Tuesday, November 7, 2023.

To participate via telephone and join the call live, please register in advance here https://register.vevent.com/register/BI3e522c1e25f444ec98977db80437da4f. Upon registration, telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number and a unique passcode.

Participants may access the audio-only webcast of the conference call from the Company’s website at www.corecivic.com under the “Events & Presentations” section of the “Investors” page. A replay of the webcast will be available for seven days.

About CoreCivic

CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and believe we are the largest private owner of real estate used by government agencies in the United States. We have been a flexible and dependable partner for government for 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Contact:Investors: David Garfinkle – Chief Financial Officer – (615) 263-3008
 Media: Steve Owen – Vice President, Communications – (615) 263-3107

CoreCivic, Inc. (CXW) – Amended Credit Facility Provides More Flexibility


Monday, October 16, 2023

CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and believe we are the largest private owner of real estate used by government agencies in the United States. We have been a flexible and dependable partner for government for nearly 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Joe Gomes, Managing Director, Equity Research Analyst, Generalist , Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Amended Facility. Late last week, CoreCivic announced it had amended its credit agreement. The new facility effectively replaces CoreCivic’s Third Amended and Restated Credit Agreement dated May 12, 2022. The new facility is in the aggregate principal amount of $400 million, consisting of a $125 million term loan and a $275 million revolving credit facility. The new facility provides greater flexibility, in our view. 

Details. The new facility increases in size from $350 million to $400 million. In addition, the Company has an option to increase the availability under the revolving credit facility and to request term loans from the lenders in an aggregate amount not to exceed the greater of (a) $200 million and (b) 50% of consolidated EBITDA for the most recently ended four-quarter period. Maturity has been extended until October 11, 2028 from May 12, 2026.


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*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Release – CoreCivic Enters Into Amendment and Extension of Bank Credit Facility

Research News and Market Data on CXW

October 12, 2023

PDF Version

Increases Size to $400 Million

BRENTWOOD, Tenn., Oct. 12, 2023 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today it entered into a Fourth Amended and Restated Credit Agreement dated October 11, 2023, by and among CoreCivic, as Borrower, certain lenders party thereto from time to time, and the administrative agent for the lenders, or the New Bank Credit Facility. The New Bank Credit Facility effectively replaces CoreCivic’s Third Amended and Restated Credit Agreement dated May 12, 2022. The New Bank Credit Facility is in the aggregate principal amount of $400 million, consisting of a $125 million term loan and a $275 million revolving credit facility.

The New Bank Credit Facility, among other things, increases the available borrowings under the revolving credit facility from $250 million to $275 million and increases the size of the term loan from an initial balance of $100 million to $125 million, extends the maturity date to October 11, 2028 from May 12, 2026, and makes conforming changes to replace the Bloomberg Short-Term Bank Yield Index, or BSBY, to the secured overnight financing rate, or SOFR. Further, financial covenants were modified to remove the $100 million limit of netting unrestricted cash and cash equivalents when calculating the consolidated total leverage ratio, the consolidated secured leverage ratio, and to increase the consolidated total leverage ratio resulting in a “springing lien” event from 4:00 to 1.00 to 4.25 to 1.00. At the closing of the New Bank Credit Facility, CoreCivic received approximately $33.8 million of net borrowings before transaction costs as a result of the increased size of the term loan, and the revolving credit facility remains undrawn except for approximately $17.4 million in outstanding letters of credit.

David M. Garfinkle, Executive Vice President and Chief Financial Officer, stated, “We are very pleased with the support from our new and existing financial partners enabling us to further extend our overall debt maturity profile, maintain a similar pricing structure, while providing us with greater financial flexibility.”

About CoreCivic

CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and one of the largest prison operators in the United States. We have been a flexible and dependable partner for government for 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Forward-Looking Statements

This press release contains statements as to our beliefs and expectations of the outcome of future events that are “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements regarding CoreCivic’s financial flexibility. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made including, but not limited to, risks and uncertainties associated with economic conditions affecting the corrections and detention industry. Other factors that could cause operating and financial results to differ are described in the filings we make from time to time with the Securities and Exchange Commission.

Except as required by applicable law, CoreCivic does not undertake any responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release or the information contained herein by any third-parties, including, but not limited to, any wire or internet services.

ContactInvestors: David Garfinkle – Chief Financial Officer – (615) 263-3008
 Financial Media: David Gutierrez, Dresner Corporate Services – (312) 780-7204

CoreCivic, Inc. (CXW) – New Contracts; Rising Populations


Wednesday, September 27, 2023

CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and believe we are the largest private owner of real estate used by government agencies in the United States. We have been a flexible and dependable partner for government for nearly 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Joe Gomes, Managing Director, Equity Research Analyst, Generalist , Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

New Contract. CoreCivic signed a new management contract with Hinds County, Mississippi for up to 250 adult male pre-trial detainees at the Company’s 2,672-bed Tallahatchie County Correctional Facility. The initial contract term is for two years. CoreCivic remains in discussions with additional federal, state, and local government agencies to utilize capacity in numerous CoreCivic facilities.

Other Business. CoreCivic recently accepted approximately 160 additional residents from the state of Idaho under an existing contract at the Saguaro Correctional Facility in Arizona. The Company also recently signed contract extensions with the state of Vermont at the Tallahatchie facility, with ICE at the Elizabeth Detention Center in New Jersey, with the Texas Department of Criminal Justice for five residential reentry centers in Texas, and with the state of Montana at the Crossroads Correctional Center in Montana.


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Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision.