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REAL ESTATE TRANSACTIONS
3 Months Ended
Mar. 31, 2022
REAL ESTATE TRANSACTIONS

4.

REAL ESTATE TRANSACTIONS

Assets Held For Sale and Dispositions

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.

During 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 March 31, 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

 

 

March 31,

 

 

December 31,

 

Facility

 

Capacity

 

 

2022

 

 

2021

 

Prairie Correctional Facility

 

 

1,600

 

 

$

14,195

 

 

$

14,416

 

Huerfano County Correctional Center

 

 

752

 

 

 

15,070

 

 

 

15,230

 

Diamondback Correctional Facility

 

 

2,160

 

 

 

36,490

 

 

 

36,917

 

Marion Adjustment Center

 

 

826

 

 

 

10,639

 

 

 

10,743

 

Kit Carson Correctional Center

 

 

1,488

 

 

 

50,506

 

 

 

50,950

 

West Tennessee Detention Facility

 

 

600

 

 

 

20,364

 

 

 

20,622

 

Leavenworth Detention Center

 

 

1,033

 

 

 

53,615

 

 

 

54,162

 

 

 

 

8,459

 

 

$

200,879

 

 

$

203,040

 

 

As of March 31, 2022, CoreCivic also had one idled non-core facility in its Safety segment containing 240 beds with a net book value of $3.1 million, and three idled facilities in its Community segment, containing an aggregate of 650 beds with an aggregate net book value of $8.7 million.  

CoreCivic incurred operating expenses at these idled facilities of approximately $2.0 million during the period they were idle for both the three months ended March 31, 2022 and 2021.  The 2022 amount excludes $3.5 million of operating expenses incurred at the West Tennessee Detention Facility and the Leavenworth Detention Center during the first quarter of 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 has retained a certain staffing level at both facilities in order to quickly respond should the Company enter into new contracts with government agencies in the near-term.  The Company also continued to incur expenses related to transportation services provided by staff at the Leavenworth facility during the first quarter 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 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 March 31, 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 tested each of the idled properties for impairment when it was notified by the respective customers or tenants that they would no longer be utilizing such property.