Item 2.02. Results of Operations and Financial Condition.
On August 2, 2022, CoreCivic, Inc., a Maryland corporation (the "Company" or
"CoreCivic"), issued a press release announcing its 2022 second quarter
financial results. A copy of the release is furnished as part of this Current
Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein
in its entirety by reference. The release contains certain financial information
calculated and presented on the basis of methodologies other than in accordance
with generally accepted accounting principles, or GAAP, which the Company
believes is useful to investors and other interested parties. The Company has
included information concerning this non-GAAP information in the release,
including a reconciliation of such information to the most comparable GAAP
measures, the reasons why the Company believes such information is useful, and
the Company's use of such information for additional purposes.
The information furnished pursuant to this Item 2.02 of Form 8-K shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended.
Item 8.01. Other Events.
On August 2, 2022, the Board of Directors of CoreCivic (the "Board") authorized
an increase (the "Additional Authorization") in its share repurchase program
pursuant to which the Company may purchase up to an additional $75.0 million in
shares of the Company's outstanding common stock, par value $0.01 per share
("Common Stock"). As a result of the Additional Authorization, the aggregate
authorization under the Company's repurchase program increased from the original
authorization of up to $150.0 million shares of Common Stock to up to
$225.0 million shares of Common Stock. The share repurchase program has no time
limit and does not obligate CoreCivic to purchase any particular amount of
Common Stock. The authorization for the share repurchase program may be
terminated, suspended, increased or decreased by the Board in its discretion at
any time. Repurchases of Common Stock by the Company will be made in accordance
with applicable securities laws and may be made at management's discretion
within parameters set by the Board from time to time in the open market, through
privately negotiated transactions, or otherwise.
Since May 16, 2022 through August 1, 2022, CoreCivic has repurchased 4.2 million
shares of Common Stock at an average price of approximately $12.13 per share,
representing an aggregate purchase price of $50.6 million, excluding fees,
commissions or other expenses related to repurchases. There is approximately
$174.4 million remaining under the current Board authorized share repurchase
plan.
This Current Report includes forward-looking statements regarding CoreCivic's
share repurchase program. These forward-looking statements may be affected by
risks and uncertainties in CoreCivic's business and market conditions. This
information is qualified in its entirety by cautionary statements and risk
factor disclosures contained in CoreCivic's Securities and Exchange Commission
filings, including CoreCivic's annual report on Form 10-K, quarterly reports on
Form 10-Q and current reports on Form 8-K. CoreCivic wishes to caution readers
that certain important factors may have affected and could in the future affect
CoreCivic's actual results and could cause CoreCivic's actual results for
subsequent periods to differ materially from those expressed in any
forward-looking statement made by or on behalf of CoreCivic. Except as required
by applicable law, CoreCivic undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date hereof.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release dated August 2, 2022.
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