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REAL ESTATE AND OTHER TRANSACTIONS | 9 Months Ended
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Sep. 30, 2025
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REAL ESTATE AND OTHER TRANSACTIONS | 3. REAL ESTATE AND OTHER TRANSACTIONS Assets Held For Sale and Dispositions On September 30, 2025, CoreCivic completed the sale of an idled 60-bed facility in Colorado that was reported in its CoreCivic Community segment. The sale generated net sales proceeds of $3.7 million, resulting in a net gain on sale of real estate assets of $2.5 million reported in other income in the consolidated statement of operations for the third quarter of 2025. During the three months ended September 30, 2025, the Company and Boulder County, Colorado entered into a short-term extension through January 2026 of the contract at the Company's Longmont Community Treatment Center in Longmont, Colorado, a facility in the Company's Community segment. Upon expiration of the contract, Boulder County intends to transfer the residential population to a new sentencing facility it is constructing. The Company has engaged a broker and is committed to a process to sell the Longmont facility resulting in the need to test the facility for impairment. The Longmont Facility was classified as held for sale as of September 30, 2025. As a result, an impairment charge of $1.5 million was recognized during the third quarter of 2025 to reduce the net book value of the facility to its estimated fair value, less cost to sell. On May 3, 2024, CoreCivic entered into a purchase and sale agreement for the sale of an idled non-core facility in Live Oak, California, which had a carrying value of $2.7 million as of September 30, 2025. The property is reported in CoreCivic's Safety segment and was classified as held for sale as of September 30, 2025. The sale, which has been extended several times, was scheduled to close in the fourth quarter of 2025. However, the parties continue to negotiate an additional extension. During the full year 2024, CoreCivic completed the sales of two facilities reported in CoreCivic's Community segment and two vacant parcels of land. The sales of these four assets generated aggregate net sales proceeds of $13.3 million, resulting in an aggregate net gain on sale of $3.3 million after transaction costs. Idle Facilities As of September 30, 2025, CoreCivic had five idle correctional facilities that are operated with a core staffing complement to remain currently available and that are being actively marketed as solutions to meet the correctional or detention needs of potential customers. The following table summarizes each of the idled facilities, their respective design capacities, and net 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 |  |  | September 30, |  |  | December 31, |
Facility |  | Capacity |  |  | 2025 |  |  | 2024 |
Prairie Correctional Facility |  |  | 1,600 |  |  | $ | 19,250 |  |  | $ | 12,390 |
Huerfano County Correctional Center |  |  | 752 |  |  |  | 13,692 |  |  |  | 13,625 |
Marion Adjustment Center |  |  | 826 |  |  |  | 9,492 |  |  |  | 9,811 |
Kit Carson Correctional Center |  |  | 1,488 |  |  |  | 46,939 |  |  |  | 46,279 |
North Fork Correctional Facility |  |  | 2,400 |  |  |  | 58,089 |  |  |  | 57,444 |
|  |  | 7,066 |  |  | $ | 147,462 |  |  | $ | 139,549 |
As of September 30, 2025, CoreCivic also had one idled non-core facility in its Safety segment containing 240 beds with a net book value of $2.7 million, which is classified as held for sale, as previously described herein. CoreCivic incurred operating expenses at these six idled facilities of approximate ly $2.3 million and $2.1 million during the period they were idle during the three months ended September 30, 2025 and 2024, respectively, and $6.8 million and $6.1 million during the period they were idle during the nine months ended September 30, 2025 and 2024, respectively. Effective March 7, 2025, CoreCivic entered into a letter agreement with U.S. Immigration and Customs Enforcement ("ICE") to begin activation efforts at the Company's 1,033-bed Midwest Regional Reception Center in Leavenworth, Kansas. The letter agreement authorized initial funding up to $5.0 million with maximum funding up to $22.6 million for a six-month period while the parties worked to negotiate and execute a longer-term contract. On September 29, 2025, CoreCivic announced that it entered into a new contract with ICE effective September 7, 2025. The City of Leavenworth has filed a lawsuit alleging that a Special Use Permit ("SUP") is required to activate the facility, which has resulted in a delay in the intake process. The new agreement, which expires September 6, 2027, provides for a fixed monthly payment plus an incremental per diem payment based on detainee populations, both of which commence once the temporary injunction currently prohibiting the intake of detainees is no longer enforceable. See Note 8 for further discussion of the lawsuit. Effective April 1, 2025, CoreCivic entered into a letter agreement with ICE to begin activation efforts at the Company's 2,560-bed California City Immigration Processing Center. The letter agreement authorized initial funding up to $10.0 million with maximum funding up to $31.2 million for a six-month period while the parties worked to negotiate and execute a longer-term contract. CoreCivic began receiving detainees at the facility during August 2025, under terms of the letter agreement. On September 29, 2025, CoreCivic announced that it entered into a new two-year contract with ICE effective September 1, 2025. CoreCivic currently expects to reach stabilized occupancy in the first quarter of 2026. A non-governmental organization and a detainee have filed a lawsuit alleging that a business license must be obtained to operate the California City Immigration Processing Center and seeks injunctive relief that would include operational interruption at the facility. See Note 8 for further discussion of the lawsuit. On August 14, 2025, the Company announced that it had been awarded a new contract through an intergovernmental service agreement ("IGSA") between Mason, Tennessee and ICE to resume operations at the Company's previously idled 600-bed West Tennessee Detention Facility in Mason, Tennessee. The West Tennessee facility had been idle since September 2021. The IGSA expires in August 2030 and may be further extended through bilateral modification. CoreCivic began receiving detainees at this facility during September 2025, and currently expects to reach stabilized occupancy in the first quarter of 2026. On October 1, 2025, the Company announced that it had been awarded a new contract through an IGSA between the Oklahoma Department of Corrections and ICE to resume operations at the Company's previously idled 2,160-bed Diamondback Correctional Facility in Watonga, Oklahoma. The Diamondback facility had been idle since 2010. The new contract commenced on September 30, 2025, expires in August 2030, and may be further extended through bilateral modification. CoreCivic expects to begin receiving detainees in the first quarter of 2026, with stabilized occupancy estimated to be reached in the second quarter of 2026. CoreCivic evaluates, on a quarterly basis, market developments for the potential utilization of each of its idle facilities 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 facilities for impairment when it is notified by the respective customers or tenants that they would no longer be utilizing such facility. During the three months ended September 30, 2025, the Company and Boulder County, Colorado entered into a short-term extension through January 2026 of the contract at the Company's Longmont Community Treatment Center. Upon expiration of the contract, Boulder County intends to transfer the residential population to a new sentencing facility it is constructing. The Company has engaged a broker and is committed to a process to sell the Longmont facility resulting in the need to test the facility for impairment. As a result, the Company tested the facility for impairment, and reported an impairment charge of $1.5 million during the third quarter of 2025. As of December 31, 2024, the Company estimated undiscounted cash flows for each facility with an impairment indicator and concluded no impairments had occurred. The Company's estimated undiscounted cash flows reflected 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, as applicable. Resumption of Operations at the Dilley Immigration Processing Center On June 10, 2024, the Company received notification from ICE of its intent to terminate funding of an IGSA for services at the 2,400-bed Dilley Immigration Processing Center in Dilley, Texas ("the Dilley Facility"), effective August 9, 2024, after nearly ten years of operation. CoreCivic leased the Dilley Facility and the site upon which it was constructed from a third-party lessor. CoreCivic's lease agreement with the third-party lessor was over a base period concurrent with the IGSA with ICE and provided CoreCivic with the ability to terminate the lease with a notification period of at least 60 days if ICE terminated the IGSA. Upon being notified by ICE of its intent to terminate funding of the IGSA at the Dilley Facility, CoreCivic provided notice to the third-party lessor of its intent to terminate the lease agreement effective August 9, 2024. In accordance with ASC 842, "Leases" ("ASC 842"), in the second quarter of 2024, CoreCivic remeasured the lease liability and recorded a corresponding adjustment of $57.0 million to the associated right of use asset to reflect the reduction to the lease term. In addition, CoreCivic incurred an asset impairment charge of $3.1 million, which was based on a cash flow method for determining fair value, in the third quarter of 2024 associated with property and equipment at the Dilley Facility. On March 5, 2025, CoreCivic announced that it had agreed under an amendment to the IGSA discussed above to resume operations and care for up to 2,400 individuals at the Dilley Facility. The amended IGSA expires in March 2030 and may be further extended through bilateral modification. The agreement provides for a fixed monthly payment in accordance with a graduated schedule during the first six months, subject to acceleration, to correlate with the activation of the five neighborhoods within the facility, each designed to accommodate up to 480 individuals. ICE's termination rights permit ICE to terminate the amended IGSA for convenience or non-appropriation of funds without penalty by providing CoreCivic with at least a 60-day prior notice. Simultaneously, the Company entered into a new operating lease agreement with the same third-party lessor over a period co-terminus with the term of the IGSA. The new lease also contains a graduated lease rate over the first six months consistent with the IGSA to correlate with the activation of the five neighborhoods within the facility. As a result, in the first quarter of 2025, CoreCivic recorded the establishment of a right of use liability and asset in accordance with ASC 842 amounting to $116.9 million to reflect the new lease associated with the Dilley Facility. The new lease agreement provides CoreCivic with the ability to terminate the lease if ICE terminates the amended IGSA associated with the Dilley Facility upon at least a 60-day prior notice.

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