0001564590-22-018124 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	Apr. 29, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Trading Symbol	CXW
Entity Registrant Name	CORECIVIC, INC.
Entity Central Index Key	0001070985
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		121,593,309
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-16109
Entity Tax Identification Number	62-1763875
Entity Address, Address Line One	5501 VIRGINIA WAY
Entity Address, City or Town	BRENTWOOD
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	615
Local Phone Number	263-3000
Title of 12(b) Security	Common Stock
Security Exchange Name	NYSE
Entity Incorporation, State or Country Code	MD
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents	$ 378,204	$ 299,645
Restricted cash	12,330	11,062
Accounts receivable, net of credit loss reserve of $8,488 and $7,931, respectively	262,467	282,809
Prepaid expenses and other current assets	27,759	26,872
Assets held for sale		6,996
Total current assets	680,760	627,384
Real estate and related assets:
Property and equipment, net of accumulated depreciation of $1,685,556 and $1,657,709, respectively	2,269,913	2,283,256
Other real estate assets	216,161	218,915
Goodwill	4,844	4,844
Other assets	357,874	364,539
Total assets	3,529,552	3,498,938
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	326,003	305,592
Current portion of long-term debt	37,072	35,376
Total current liabilities	363,075	340,968
Long-term debt, net	1,483,948	1,492,046
Deferred revenue	26,311	27,551
Non-current deferred tax liabilities	90,836	88,157
Other liabilities	173,865	177,748
Total liabilities	2,138,035	2,126,470
Commitments and contingencies
Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding at March 31, 2022 and December 31, 2021, respectively	0	0
Common stock – $0.01 par value; 300,000 shares authorized; 121,586 and 120,285 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	1,216	1,203
Additional paid-in capital	1,870,065	1,869,955
Accumulated deficit	(479,764)	(498,690)
Total stockholders' equity	1,391,517	1,372,468
Total liabilities and stockholders' equity	$ 3,529,552	$ 3,498,938

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounts receivable, credit loss reserve	$ 8,488	$ 7,931
Accumulated depreciation	$ 1,685,556	$ 1,657,709
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	121,586,000	120,285,000
Common stock, shares outstanding	121,586,000	120,285,000

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
REVENUE	$ 452,988	$ 454,718
EXPENSES:
Operating	344,629	332,884
General and administrative	31,101	29,530
Depreciation and amortization	32,028	32,712
Shareholder litigation expense		51,745
Asset impairments		1,308
Costs and Expenses, Total	407,758	448,179
OTHER INCOME (EXPENSE):
Interest expense, net	(22,920)	(18,428)
Gain on sale of real estate assets, net	2,261
Other income (expense)	1,042	(148)
INCOME (LOSS) BEFORE INCOME TAXES	25,613	(12,037)
Income tax expense	(6,610)	(113,531)
NET INCOME (LOSS)	$ 19,003	$ (125,568)
BASIC EARNINGS (LOSS) PER SHARE	$ 0.16	$ (1.05)
DILUTED EARNINGS (LOSS) PER SHARE	$ 0.16	$ (1.05)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 19,003	$ (125,568)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	32,028	32,712
Asset impairments		1,308
Amortization of debt issuance costs and other non-cash interest	1,730	1,566
Gain on sale of real estate assets, net	(2,261)
Deferred income taxes	2,679	96,469
Non-cash revenue and other income	(1,753)	385
Non-cash equity compensation	5,267	4,213
Other expenses and non-cash items	1,343	2,403
Changes in assets and liabilities, net:
Accounts receivable, prepaid expenses and other assets	19,369	13,670
Accounts payable, accrued expenses and other liabilities	20,302	72,438
Net cash provided by operating activities	97,707	99,596
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for facility development and expansions	(2,916)	(4,001)
Expenditures for other capital improvements	(9,007)	(12,221)
Net proceeds from sale of assets	9,316	30
Increase in other assets	(1,205)	(1,167)
Net cash used in investing activities	(3,812)	(17,359)
CASH FLOWS FROM FINANCING ACTIVITIES:
Scheduled principal repayments	(7,903)	(9,945)
Principal repayments of credit facility		(20,000)
Payment of debt defeasance, issuance and other refinancing and related costs	(13)	(125)
Payment of lease obligations for financing leases	(142)	(136)
Contingent consideration for acquisition of business		(1,000)
Dividends paid	(866)	(1,611)
Purchase and retirement of common stock	(5,144)	(1,634)
Net cash used in financing activities	(14,068)	(34,451)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	79,827	47,786
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	310,707	136,768
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	390,534	184,554
NON-CASH INVESTING AND FINANCING ACTIVITIES
Establishment of right of use assets and lease liabilities	550	322
Cash paid during the period for:
Interest (net of amounts capitalized of $0.2 million and $0.0 million in 2022 and 2021, respectively)	4,668	9,251
Income taxes paid	$ 1	$ 69

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Interest, capitalized interest	$ 0.2	$ 0.0

Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity	Non-controlling Interest-Operating Partnership
Balance at Dec. 31, 2020	$ 1,413,442	$ 1,196	$ 1,835,494	$ (446,519)	$ 1,390,171	$ 23,271
Balance (in shares) at Dec. 31, 2020		119,638
Net income (loss)	(125,568)			(125,568)	(125,568)
Retirement of common stock	(1,634)	$ (2)	(1,632)		(1,634)
Retirement of common stock (in shares)		(220)
Dividends on RSUs	(218)			(218)	(218)
Restricted stock compensation, net of forfeitures	4,213		4,213		4,213
Restricted stock grants		$ 9	(9)
Restricted stock grants (in shares)		859
Balance at Mar. 31, 2021	1,290,235	$ 1,203	1,838,066	(572,305)	1,266,964	$ 23,271
Balance (in shares) at Mar. 31, 2021		120,277
Balance at Dec. 31, 2021		$ 1,203	1,869,955	(498,690)	1,372,468
Balance (in shares) at Dec. 31, 2021		120,285
Net income (loss)	$ 19,003			19,003	19,003
Retirement of common stock		$ (5)	(5,139)		(5,144)
Retirement of common stock (in shares)		(518)
Dividends on RSUs				(77)	(77)
Restricted stock compensation, net of forfeitures			5,267		5,267
Restricted stock grants		$ 18	(18)
Restricted stock grants (in shares)		1,819
Balance at Mar. 31, 2022		$ 1,216	$ 1,870,065	$ (479,764)	$ 1,391,517
Balance (in shares) at Mar. 31, 2022		121,586

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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+ Details

ORGANIZATION AND OPERATIONS

3 Months Ended

Mar. 31, 2022

ORGANIZATION AND OPERATIONS

1.	ORGANIZATION AND OPERATIONS

CoreCivic, Inc. (together with its subsidiaries, the "Company" or "CoreCivic") is the nation's largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States. The Company also believes it is the largest private owner of real estate used by government agencies in the U.S. Through three segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties, the Company provides a broad range of solutions to government partners that serve the public good through corrections and detention management, a network of residential reentry centers to help address America's recidivism crisis, and government real estate solutions. As of March 31, 2022, through its CoreCivic Safety segment, the Company operated 45 correctional and detention facilities, 41 of which the Company owned, with a total design capacity of approximately 68,000 beds. Through its CoreCivic Community segment, the Company owned and operated 24 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, through its CoreCivic Properties segment, the Company owned 10 properties for lease to third parties and used by government agencies, totaling 1.8 million square feet.

In addition to providing fundamental residential services, CoreCivic's correctional, detention, and reentry facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training, and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release. CoreCivic also provides or makes available to offenders certain health care (including medical, dental, and mental health services), food services, and work and recreational programs.

CoreCivic operated as a real estate investment trust ("REIT") from January 1, 2013 through December 31, 2020. As a REIT, the Company provided services and conducted other business activities through taxable REIT subsidiaries ("TRSs"). A TRS is a subsidiary of a REIT that is subject to applicable corporate income tax rates and certain qualification requirements. The Company's use of TRSs permitted CoreCivic to engage in certain business activities in which the REIT could not engage directly, so long as those activities were conducted in entities that elected to be treated as TRSs under the Internal Revenue Code of 1986, as amended, and enabled CoreCivic to, among other things, provide correctional services at facilities it owns and at facilities owned by its government partners.

On August 5, 2020, the Company announced that the Board of Directors ("BOD") unanimously approved a plan to revoke the Company's REIT election and become a taxable C Corporation, effective January 1, 2021. As a result, the Company no longer operates under REIT rules, including the requirement to distribute at least 90% of its taxable income to its stockholders, which provides the Company with greater flexibility to use its free cash flow. Effective January 1, 2021, the Company is subject to federal and state income taxes on its taxable income at applicable tax rates, and is no longer entitled to a tax deduction for dividends paid. The Company continued to operate as a REIT for the 2020 tax year, and existing REIT requirements and limitations, including those established by the Company’s organizational documents, remained in place until January 1, 2021. The BOD also voted unanimously to discontinue the Company's quarterly dividend and prioritize allocating the Company’s free cash flow to reduce debt.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2022

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements have been prepared by the Company and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. Reference is made to the audited financial statements of CoreCivic included in its Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the "SEC") on February 18, 2022 (the "2021 Form 10-K") with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company.

Risks and Uncertainties

On January 26, 2021, President Biden issued the Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities ("Private Prison EO"). The Private Prison EO directs the Attorney General to not renew United States Department of Justice ("DOJ") contracts with privately operated criminal detention facilities. Two agencies of the DOJ, the United States Marshals Service ("USMS") and the Federal Bureau of Prisons ("BOP"), utilize CoreCivic's services. U.S. Immigration and Customs Enforcement ("ICE") facilities are not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security ("DHS"), not the DOJ, although it is possible that the federal government could choose to take similar action on ICE facilities in the future. We currently have six detention facilities that have separate contracts where the USMS is the primary customer within the facility that all expire at various times over the next several years, with the exception of two contracts that have indefinite terms. As a result of the Private Prison EO, the Company expects that one contract with the BOP may not be renewed when it expires in November 2022. During 2021, the Company had four direct contracts with the USMS that expired and were not renewed. At one of these facilities, the Company entered into a new contract with a local government agency to utilize the beds previously contracted by the USMS. The local government agency is responsible for County inmates and federal detainees, including USMS detainees, and the County is using the facility to address its population needs. At another of these facilities, the Company expanded a state contract to utilize the beds previously contracted by the USMS. The remaining two facilities currently remain idle. The Company expects that there may be further developments as each contract with the USMS reaches its expiration date, and will work with the USMS to enable it to continue to fulfill its mission. However, the Company can provide no assurance that contracts with the USMS will be renewed or replaced upon their expiration. The USMS and the BOP prison contracts accounted for 23% and 2%, respectively, of CoreCivic's total revenue for the year ended December 31, 2021.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC applicable to financial statements beginning January 1, 2022 or later did not, or are not expected to, have a material effect on the Company's results of operations or financial position.

Fair Value of Financial Instruments

To meet the reporting requirements of Accounting Standards Codification ("ASC") 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At March 31, 2022 and December 31, 2021, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands):

	March 31, 2022						December 31, 2021
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Note receivable from Agecroft Prison Management, LTD	$	2,977		$	3,386		$	3,063		$	3,491
Debt	$	(1,544,029	)	$	(1,539,662	)	$	(1,551,932	)	$	(1,560,346	)

GOODWILL

3 Months Ended

Mar. 31, 2022

GOODWILL

ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment", establishes accounting and reporting requirements for goodwill and other intangible assets. Goodwill was $4.8 million as of both March 31, 2022 and December 31, 2021, all of which was related to the Company's CoreCivic Safety segment.

CoreCivic performs its impairment tests during the fourth quarter in connection with its annual budgeting process, and whenever circumstances indicate the carrying value of goodwill may not be recoverable. Under the provisions of ASU 2017-04, CoreCivic performs a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a quantitative impairment test. If a quantitative test is required, CoreCivic performs an assessment to identify the existence of impairment and to measure the excess of a reporting unit's carrying amount over its fair value by using a combination of various common valuation techniques, including market multiples and discounted cash flows under valuation methodologies that include an income approach and a market approach. The income valuation approach includes certain significant assumptions impacting projected future cash flows, such as projected revenue, projected operating costs, and the weighted average cost of capital, which are affected by expectations about future market or economic conditions. These impairment tests are required to be performed at least annually.

REAL ESTATE TRANSACTIONS

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.

DEBT

3 Months Ended

Mar. 31, 2022

DEBT

Debt outstanding as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands):

	March 31,			December 31,
	2022			2021
Revolving Credit Facility maturing April 2023. Interest payable periodically at variable interest rates.	$	—		$	—
Term Loan A maturing April 2023. Interest payable periodically at variable interest rates. The rate at March 31, 2022 and December 31, 2021 was 1.7% and 1.4%, respectively.		167,500			170,000
Term Loan B maturing December 2024. Interest payable periodically at variable interest rates. The rate at both March 31, 2022 and December 31, 2021 was 5.5%. Unamortized debt issuance costs amounted to $1.8 million and $2.0 million at March 31, 2022 and December 31, 2021, respectively.		124,063			128,750
4.625% Senior Notes maturing May 2023. Unamortized debt issuance costs amounted to $0.3 million and $0.4 million at March 31, 2022 and December 31, 2021, respectively.		173,650			173,650
4.75% Senior Notes maturing October 2027. Unamortized debt issuance costs amounted to $2.2 million and $2.3 million at March 31, 2022 and December 31, 2021, respectively.		250,000			250,000
8.25% Senior Notes maturing April 2026. Unamortized debt issuance costs amounted to $12.2 million and $12.9 million at March 31, 2022 and December 31, 2021, respectively.		675,000			675,000
4.43% Lansing Correctional Facility Non-Recourse Mortgage Note maturing January 2040. Unamortized debt issuance costs amounted to $2.9 million and $3.0 million at March 31, 2022 and December 31, 2021, respectively.		153,816			154,532
Total debt		1,544,029			1,551,932
Unamortized debt issuance costs		(19,435	)		(20,588	)
Net unamortized original issue discount		(3,574	)		(3,922	)
Current portion of long-term debt		(37,072	)		(35,376	)
Long-term debt, net	$	1,483,948		$	1,492,046

Revolving Credit Facility. On April 17, 2018, CoreCivic entered into a Second Amended and Restated Credit Agreement (referred to herein as the "Bank Credit Facility") in an aggregate principal amount of up to $1.0 billion. The Bank Credit Facility provides for a term loan of $200.0 million (the "Term Loan A") and a revolving credit facility in an aggregate principal amount of up to $800.0 million (the "Revolving Credit Facility"). The Bank Credit Facility has a maturity of April 2023. The Bank Credit Facility also contains an "accordion" feature that provides for uncommitted incremental extensions of credit in the form of increases in the revolving commitments or incremental term loans of up to $350.0 million. At CoreCivic's option, interest on outstanding borrowings under the Revolving Credit Facility is based on either a base rate plus a margin ranging from 0.00% to 1.00% or at the London Interbank Offered Rate ("LIBOR") plus a margin ranging from 1.00% to 2.00% based on CoreCivic's then-current leverage ratio. The Revolving Credit Facility includes a $30.0 million sublimit for swing line loans that enables CoreCivic to borrow at the base rate from the Administrative Agent on same-day notice.

Based on CoreCivic's total leverage ratio, loans under the Revolving Credit Facility currently bear interest at the base rate plus a margin of 0.50% or at LIBOR plus a margin of 1.25%, and a commitment fee equal to 0.35% of the unfunded balance. The Revolving Credit Facility also has a $50.0 million sublimit for the issuance of standby letters of credit. As of March 31, 2022, CoreCivic had no borrowings outstanding under the Revolving Credit Facility. As of March 31, 2022, CoreCivic had $14.7 million in letters of credit outstanding resulting in $785.3 million available under the Revolving Credit Facility.

The Bank Credit Facility is secured by a pledge of all of the capital stock of CoreCivic's domestic restricted subsidiaries, 65% of the capital stock of CoreCivic's foreign subsidiaries, all of CoreCivic's accounts receivable, and all of CoreCivic's deposit accounts. The Bank Credit Facility requires CoreCivic to meet certain financial covenants, including, without limitation, a maximum total leverage ratio, a maximum secured leverage ratio, and a minimum fixed charge coverage ratio. As of March 31, 2022, CoreCivic was in compliance with all such covenants. In addition, the Bank Credit Facility contains certain covenants that, among other things, limit the incurrence of additional indebtedness, payment of dividends and other customary restricted payments, permitted investments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements. In addition, the Bank Credit Facility is subject to certain cross-default provisions with terms of CoreCivic's other unsecured indebtedness, and is subject to acceleration upon the occurrence of a change of control.

As a result of opposition to immigration, detention and incarceration policies and the association of private companies with such policies, some banks, including several that are currently parties to the Bank Credit Facility, have announced that they do not expect to continue providing credit or financial services to private entities that own or operate correctional and detention facilities, including CoreCivic, or to otherwise participate in the provision of credit or financial services in connection with the development or operation of correctional and detention facilities that are associated with private companies. The banks that are currently parties to the Bank Credit Facility are obligated to honor their commitments under the Bank Credit Facility until its maturity.

Incremental Term Loan A. Interest rate margins under the Term Loan A are the same as the interest rate margins under the Revolving Credit Facility. The Term Loan A also has the same collateral requirements, financial and certain other covenants, and cross-default provisions as the Revolving Credit Facility. The Term Loan A, which is pre-payable without penalty, also has a maturity concurrent with the Revolving Credit Facility due April 2023, with scheduled quarterly principal payments through April 2023. As of March 31, 2022, the outstanding balance of the Term Loan A was $167.5 million.

Senior Secured Term Loan B. On December 18, 2019, CoreCivic entered into a new $250.0 million Senior Secured Term Loan B ("Term Loan B" and, together with the Bank Credit Facility, the "Credit Agreements"). The Term Loan B bears interest at a rate of LIBOR plus 4.50%, with a 1.00% LIBOR floor (or, at CoreCivic's option, a base rate plus 3.50%), and has a five-year maturity with scheduled quarterly principal payments through December 2024. The Term Loan B is secured by a first lien on certain specified real property assets, representing a loan-to-value of no greater than 80%. CoreCivic can prepay the Term Loan B at any time and from time to time, without premium or penalty. The Term Loan B was issued at a price of 95% of the principal amount of the Term Loan B, resulting in a discount of $12.5 million, which is amortized into interest expense over the term of the Term Loan B. CoreCivic capitalized approximately $5.1 million of costs associated with the issuance of the Term Loan B. During October 2021 and in accordance with the terms of the Term Loan B, CoreCivic repaid $90.0 million of the outstanding balance of the Term Loan B using cash on hand. As a result, the Company reported a charge of $4.1 million for the pro rata write-off of unamortized debt issuance costs and the original issue discount. As of March 31, 2022, the outstanding balance of the Term Loan B was $124.1 million.

Senior Notes. Interest on the $173.7 million remaining principal balance outstanding on CoreCivic's 4.625% senior notes issued in April 2013 with an original principal amount of $350.0 million (the "4.625% Senior Notes") accrues at the stated rate and is payable in May and November of each year. The 4.625% Senior Notes are scheduled to mature on May 1, 2023. Interest on the $250.0 million aggregate principal amount of CoreCivic's 4.75% senior notes issued in October 2017 (the "4.75% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 4.75% Senior Notes are scheduled to mature on October 15, 2027. Interest on the $675.0 million aggregate principal amount of CoreCivic's 8.25% senior notes issued in April and September 2021 (the "8.25% Senior Notes"), as further described hereinafter, accrues at the stated rate and is payable in April and October of each year. The 8.25% Senior Notes are scheduled to mature on April 15, 2026.

The 4.625% Senior Notes, the 4.75% Senior Notes, and the 8.25% Senior Notes, collectively referred to herein as the "Senior Notes", are senior unsecured obligations of the Company and are guaranteed by all of the Company's existing and future subsidiaries that guarantee the Bank Credit Facility. CoreCivic may redeem all or part of the 4.625% Senior Notes and the 4.75% Senior Notes at any time prior to three months before their respective maturity date at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the 4.625% Senior Notes and the 4.75% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The Company may redeem all or part of the 8.25% Senior Notes at any time prior to April 15, 2024, in whole or in part, at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the 8.25% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 104.125% beginning on April 15, 2024 and 100% beginning on April 15, 2025, plus, in each such case, accrued and unpaid interest thereon to, but not including, the redemption date.

On April 14, 2021, the Company completed an underwritten registered offering of $450.0 million aggregate principal amount of 8.25% senior unsecured notes due 2026 (the "Original 8.25% Senior Notes"). The Original 8.25% Senior Notes were priced at 99.0% of face value and as a result have an effective yield to maturity of 8.50%. The net proceeds from the issuance of the Original 8.25% Senior Notes totaled approximately $435.1 million, after deducting the original issuance and underwriting discounts and estimated offering expenses. The Company used a significant amount of the net proceeds from the offering of the Original 8.25% Senior Notes (i) to redeem all of the $250.0 million aggregate principal amount of CoreCivic's 5.0% senior notes issued in September 2015 (the "5.0% Senior Notes"), including the payment of the applicable "make-whole" redemption amount of $15.5 million and accrued interest, and (ii) to otherwise repay or reduce its other indebtedness, including repurchasing $149.0 million of its 4.625% Senior Notes at an aggregate purchase price of $151.2 million in privately negotiated transactions, reducing the outstanding balance of the 4.625% Senior Notes, which was originally $350.0 million, to $201.0 million. In the second and fourth quarters of 2021, the Company purchased an additional $27.3 million of its 4.625% Senior Notes at par in open market purchases, further reducing the outstanding balance of the 4.625% Senior Notes to $173.7 million.

The "make-whole" redemption amount paid in connection with the redemption of the 5.0% Senior Notes, originally scheduled to mature on October 15, 2022, and the aggregate price paid for the 4.625% Senior Notes in excess of the principal amount of the notes repurchased resulted in charges of $19.2 million during the second quarter of 2021, including costs associated with the repurchases and the proportionate write-off of existing debt issuance costs. The remaining net proceeds were used to pay down a portion of the amounts outstanding under the Revolving Credit Facility and for general corporate purposes.

On September 29, 2021, CoreCivic completed an underwritten registered tack-on offering of $225.0 million in aggregate principal amount of 8.25% Senior Notes due 2026 (the "Additional 8.25% Senior Notes") at an issue price of 102.25% of their aggregate principal amount, plus accrued interest from the April 14, 2021 issue date for the Original 8.25% Senior Notes, resulting in an effective yield to maturity of 7.65% for the Additional 8.25% Senior Notes. The Additional 8.25% Senior Notes and the Original 8.25% Senior Notes, together the 8.25% Senior Notes, constitute a single class of securities and have identical terms, other than issue date and issue price. The issuance of the Additional 8.25% Senior Notes increased the total aggregate principal amount of 8.25% Senior Notes outstanding to $675.0 million. The net proceeds from the issuance of the Additional 8.25% Senior Notes totaled approximately $225.5 million, after deducting the underwriting discounts and estimated offering expenses and including the original issuance premium.

Lansing Correctional Facility Non-Recourse Mortgage Note. On April 20, 2018, CoreCivic of Kansas, LLC (the "Issuer"), a wholly-owned unrestricted subsidiary of the Company, priced $159.5 million in aggregate principal amount of non-recourse senior secured notes of the Issuer (the "Kansas Notes"), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The private placement closed on June 1, 2018. The Company used the proceeds of the private placement, which were drawn on quarterly funding dates beginning in the second quarter of 2018, to fund construction of the Lansing Correctional Facility, along with costs and expenses of the project. The Kansas Notes have a yield to maturity of 4.43% and are scheduled to mature in January 2040, 20 years following completion of the project, which occurred in January 2020. Principal and interest on the Kansas Notes are payable in quarterly payments, which began in July 2020 and continue until maturity. CoreCivic may redeem all or part of the Kansas Notes at any time upon written notice of not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, with a "make-whole" amount, together with interest on the Kansas Notes accrued to, but not including, the redemption date. CoreCivic capitalized approximately $3.4 million of costs associated with the private placement. Because the Issuer has been designated as an unrestricted subsidiary of the Company under terms of the Company's Credit Agreements, the issuance and service of the Kansas Notes, and the revenues and expenses associated with the facility lease, do not impact the financial covenants associated with the Company's Credit Agreements. As of March 31, 2022, the outstanding balance of the Kansas Notes was $153.8 million.

Debt Maturities. Scheduled principal payments as of March 31, 2022 for the remainder of 2022, the next five years, and thereafter were as follows (in thousands):

2022 (remainder)	$	27,473
2023		354,796
2024		96,597
2025		5,823
2026		681,326
2027		256,855
Thereafter		121,159
Total debt	$	1,544,029

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2022

STOCKHOLDERS' EQUITY

6.	STOCKHOLDERS' EQUITY

Dividends on Common Stock

As further discussed in Note 1, on August 5, 2020, the BOD voted unanimously to approve a plan to revoke the Company’s REIT election and become a taxable C Corporation, effective January 1, 2021; the BOD also voted unanimously to discontinue the quarterly dividend and prioritize allocating the Company's free cash flow to reduce debt levels.

Restricted Stock Units

During the first quarter of 2022, CoreCivic issued approximately 2.1 million restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of $21.0 million, including 1.9 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.2 million RSUs to employees whose compensation is charged to operating expense. During 2021, CoreCivic issued approximately 2.7 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $21.8 million, including 2.5 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.2 million RSUs to employees whose compensation is charged to operating expense.

Since 2015, CoreCivic has established performance-based vesting conditions on the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria, and no more than one-third of the RSUs can vest in any one performance period. The RSUs awarded to officers and executive officers in 2020, 2021 and 2022 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company’s independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2020, 2021, and 2022 for the 2020 awards, December 31, 2021, 2022, and 2023 for the 2021 awards, and December 31, 2022, 2023, and 2024 for the 2022 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2023 and 2024 have not yet been established, the values of the third RSU increment of the 2021 awards and of the second and third increments of the 2022 awards for financial reporting purposes will not be determined until such criteria are established. Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company’s independent registered public accountant for the applicable fiscal year. RSUs issued to non-employee directors generally vest one year from the date of award.

During the three months ended March 31, 2022, CoreCivic expensed $5.3 million, net of forfeitures, relating to RSUs ($0.4 million of which was recorded in operating expenses and $4.9 million of which was recorded in general and administrative expenses). During the three months ended March 31, 2021, CoreCivic expensed $4.2 million, net of forfeitures, relating to RSUs ($0.5 million of which was recorded in operating expenses and $3.7 million of which was recorded in general and administrative expenses). As of March 31, 2022, approximately 4.0 million RSUs remained outstanding and subject to vesting.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2022

EARNINGS PER SHARE

7.	EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted stock-based awards, stock options, and Operating Partnership Units.

A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data):

	For the Three Months Ended March 31,
	2022		2021
NUMERATOR
Basic:
Net income (loss)	$	19,003	$	(125,568	)
Diluted:
Net income (loss)	$	19,003	$	(125,568	)
DENOMINATOR
Basic:
Weighted average common shares outstanding		120,796		119,909
Diluted:
Weighted average common shares outstanding		120,796		119,909
Effect of dilutive securities:
Restricted stock-based awards	624			—
Weighted average shares and assumed conversions		121,420		119,909
BASIC EARNINGS (LOSS) PER SHARE	$	0.16	$	(1.05	)
DILUTED EARNINGS (LOSS) PER SHARE	$	0.16	$	(1.05	)

For the three months ended March 31, 2021, 0.1 million restricted stock-based awards and 1.3 million non-controlling interest - operating partnership units were excluded from the computation of diluted loss per share because they were anti-dilutive. In addition, approximately 0.3 million and 0.4 million of stock options were excluded from the computation of diluted earnings (loss) per share for the three months ended March 31, 2022 and 2021, respectively, because they were anti-dilutive.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2022

COMMITMENTS AND CONTINGENCIES

8.	COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The nature of CoreCivic's business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, offenders or others. The nature of such claims includes, but is not limited to, claims arising from employee or offender misconduct, medical malpractice, employment matters, property loss, contractual claims, including claims regarding compliance with contract performance requirements, and personal injury or other damages resulting from contact with CoreCivic's facilities, personnel or offenders, including damages arising from an offender's escape or from a disturbance at a facility. CoreCivic maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CoreCivic is subject to substantial self-insurance risk.

Based upon management's review of the potential claims and outstanding litigation, and based upon management's experience and history of estimating losses, and taking into consideration CoreCivic's self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CoreCivic's financial statements. Adversarial proceedings and litigation are, however, subject to inherent uncertainties, and unfavorable decisions and rulings resulting from legal proceedings could occur which could have a material impact on CoreCivic's consolidated financial position, results of operations, or cash flows for the period in which such decisions or rulings occur, or future periods. Expenses associated with legal proceedings may also fluctuate from quarter to quarter based on changes in CoreCivic's assumptions, new developments, or by the effectiveness of CoreCivic's litigation and settlement strategies.

CoreCivic records a liability in the consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable and the amount of payment can be determined. CoreCivic does not accrue for anticipated legal fees and costs but expenses those items as incurred.

ICE Detainee Labor and Related Matters.

On May 31, 2017, two former ICE detainees, who were detained at the Company's Otay Mesa Detention Center (“OMDC”) in San Diego, California, filed a class action lawsuit against the Company in the United States District Court for the Southern District of California. The complaint alleged that the Company forces detainees to perform labor under threat of punishment in violation of state and federal anti-trafficking laws and that OMDC’s Voluntary Work Program (“VWP”) violates state labor laws including state minimum wage law. ICE requires that CoreCivic offer and operate the VWP in conformance with ICE standards and ICE prescribes the minimum rate of pay for VWP participants. The Plaintiffs seek compensatory damages, exemplary damages, restitution, penalties, and interest as well as declaratory and injunctive relief on behalf of former and current detainees. On April 1, 2020, the district court certified a nationwide anti-trafficking claims class of former and current detainees at all CoreCivic ICE detention facilities. It also certified a state law class of former and current detainees at the Company’s ICE detention facilities in California. The court did not certify any claims for injunctive or declaratory relief. On March 10, 2021, the Ninth Circuit Court of Appeals granted CoreCivic's petition to appeal the class certification ruling. Since this case was filed, four similar lawsuits have been filed. A Maryland case was dismissed on September 27, 2019, and the dismissal was affirmed on appeal. Two suits filed in Georgia and Texas do not allege minimum wage violations. A second California suit concerning the Otay Mesa facility is stayed pending class proceedings in the first. The Company disputes these allegations and intends to take all necessary steps to vigorously defend itself against all claims.

Due to the stage of this proceeding, the Company cannot reasonably predict the outcome, nor can it estimate the amount of loss or range of loss, if any, that may result. As a result, the Company has not recorded an accrual relating to this matter at this time, as losses are not considered probable or reasonably estimable at this stage of these lawsuits.

Securities and Derivative Litigation.

In a memorandum to the BOP dated August 18, 2016, the DOJ directed that, as each contract with privately operated prisons reaches the end of its term, the BOP should either decline to renew that contract or substantially reduce its scope in a manner consistent with law and the overall decline of the BOP's inmate population. Following the release of the August 18, 2016 DOJ memorandum, a securities class action lawsuit was filed on August 23, 2016 against the Company and certain of its current and former officers in the United States District Court for the Middle District of Tennessee (the "District Court"), captioned Grae v. Corrections Corporation of America et al., Case No. 3:16-cv-02267. The Company settled this lawsuit in April 2021. The settlement, which was approved by the District Court on November 8, 2021, contains no admission of liability, wrongdoing, or responsibility by any of the defendants including the Company. The Company paid the settlement amount of $56.0 million in May 2021. As a result of the settlement, the Company recognized an expense of $54.3 million during the year ended December 31, 2021 ($51.7 million of which was recognized in the first quarter of 2021), which was net of the remaining insurance available under the Company’s policies.

The Company is also named along with several of its directors in six derivative lawsuits which raise similar allegations to those raised in the Grae securities litigation, which are currently stayed by agreement of the parties. The Company believes these lawsuits are entirely without merit and intends to vigorously defend against them.

INCOME TAXES

3 Months Ended

Mar. 31, 2022

INCOME TAXES

9.	INCOME TAXES

Income taxes are accounted for under the provisions of ASC 740, "Income Taxes". ASC 740 generally requires CoreCivic to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CoreCivic's past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset.

As discussed in Note 1, the Company operated in compliance with REIT requirements for federal income tax purposes from January 1, 2013 through December 31, 2020. During the years the Company elected REIT status, the Company was required to distribute at least 90% of its taxable income (including dividends paid to it by its TRSs) and did not pay federal income taxes on the amount distributed to its stockholders. In addition, the Company was required to meet a number of other organizational and operational requirements, which the Company continued to meet through the year ended December 31, 2020. Most states where CoreCivic holds investments in real estate conform to the federal rules recognizing REITs. Certain subsidiaries made an election with the Company to be treated as TRSs in conjunction with the Company's REIT election. The TRS elections permitted CoreCivic to engage in certain business activities in which the REIT could not engage directly. A TRS is subject to federal and state income taxes on the income from these activities and therefore, CoreCivic included a provision for taxes in its consolidated financial statements even during periods it operated as a REIT.

On August 5, 2020, the Company announced that the BOD unanimously approved a plan to revoke its REIT election and become a taxable C Corporation, effective January 1, 2021. As a result, the Company is no longer required to operate under REIT rules, including the requirement to distribute at least 90% of its taxable income to its stockholders, which provides the Company with greater flexibility to use its free cash flow. Effective January 1, 2021, the Company became subject to federal and state income taxes on its taxable income at applicable tax rates, and is no longer entitled to a tax deduction for dividends paid.

CoreCivic recorded an income tax expense of $6.6 million and $113.5 million for the three months ended March 31, 2022 and 2021, respectively. Income tax expense for the three months ended March 31, 2021 included $114.2 million primarily resulting from the revaluation of the Company's net deferred tax liabilities due to the completion of all significant actions necessary to revoke its REIT election. No catch-up tax payments or penalties resulted from the revocation of the Company's REIT election.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The accelerated depreciation methods for qualified improvement property significantly reduced the Company's taxable income and, therefore, its distribution requirement as a REIT for 2020. During 2020, the Company deferred payment of $29.6 million of employer-side social security payments. Half of this deferred amount was paid in December 2021. The other half, amounting to $14.8 million, will be due by December 31, 2022.

Income Tax Contingencies

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

CoreCivic had no liabilities recorded for uncertain tax positions as of March 31, 2022 and December 31, 2021. CoreCivic recognizes interest and penalties related to unrecognized tax positions in income tax expense. CoreCivic does not currently anticipate that the total amount of unrecognized tax positions will significantly change in the next twelve months.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

SEGMENT REPORTING

3 Months Ended

Mar. 31, 2022

SEGMENT REPORTING

10.	SEGMENT REPORTING

As of March 31, 2022, CoreCivic operated 45 correctional and detention facilities, 41 of which the Company owned. In addition, CoreCivic owned and operated 24 residential reentry centers and owned 10 properties for lease to third parties. Management views CoreCivic's operating results in three operating segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties. CoreCivic Safety includes the operating results of those correctional and detention facilities placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic, as well as those correctional and detention facilities owned by a third party and managed by CoreCivic. CoreCivic Safety also includes the operating results of TransCor America, LLC, a subsidiary of the Company that provides transportation services to governmental agencies. CoreCivic Community includes the operating results of those residential reentry centers placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic. CoreCivic Community also includes the operating results of the Company's electronic monitoring and case management services. CoreCivic Properties includes the operating results of those properties leased to third parties. The operating performance of the three segments can be measured based on their net operating income. CoreCivic defines facility net operating income as a facility's revenues less operating expenses.

The revenue and facility net operating income for each of the three segments and a reconciliation to CoreCivic's income before income taxes is as follows for the three months ended March 31, 2022 and 2021 (in thousands):

	For the Three Months Ended March 31,
	2022			2021
Revenue:
Safety	$	414,248		$	409,769
Community		24,115			23,658
Properties		14,591			21,255
Total segment revenue		452,954			454,682
Operating expenses:
Safety		321,021			305,427
Community		20,227			21,100
Properties		3,282			6,274
Total segment operating expenses		344,530			332,801
Facility net operating income:
Safety		93,227			104,342
Community		3,888			2,558
Properties		11,309			14,981
Total facility net operating income		108,424			121,881
Other revenue (expense):
Other revenue		34			36
Other operating expense		(99	)		(83	)
General and administrative		(31,101	)		(29,530	)
Depreciation and amortization		(32,028	)		(32,712	)
Shareholder litigation expense		—			(51,745	)
Asset impairments		—			(1,308	)
Interest expense, net		(22,920	)		(18,428	)
Gain on sale of real estate assets, net		2,261			—
Other income (expense)		1,042			(148	)
Income (loss) before income taxes	$	25,613		$	(12,037	)

The following table summarizes capital expenditures including accrued amounts for the three months ended March 31, 2022 and 2021 (in thousands):

	For the Three Months Ended March 31,
	2022		2021
Capital expenditures:
Safety	$	14,327	$	5,523
Community		272		590
Properties		—		1,015
Corporate and other		1,016		8,518
Total capital expenditures	$	15,615	$	15,646

The total assets are as follows (in thousands):

	March 31, 2022		December 31, 2021
Assets:
Safety	$	2,480,104	$	2,532,319
Community		221,391		233,179
Properties		374,144		352,681
Corporate and other		453,913		380,759
Total Assets	$	3,529,552	$	3,498,938

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=2134510

+ Details

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2022

Risks and Uncertainties

Recent Accounting Pronouncements

Fair Value of Financial Instruments

	March 31, 2022						December 31, 2021
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Note receivable from Agecroft Prison Management, LTD	$	2,977		$	3,386		$	3,063		$	3,491
Debt	$	(1,544,029	)	$	(1,539,662	)	$	(1,551,932	)	$	(1,560,346	)

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2022

Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value

At March 31, 2022 and December 31, 2021, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands):

	March 31, 2022						December 31, 2021
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Note receivable from Agecroft Prison Management, LTD	$	2,977		$	3,386		$	3,063		$	3,491
Debt	$	(1,544,029	)	$	(1,539,662	)	$	(1,551,932	)	$	(1,560,346	)

REAL ESTATE TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2022

Summary of Idled Facilities and Respective Carrying Values

The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CoreCivic owns without significant cost (dollars in thousands):

			Net Carrying Values
	Design		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

DEBT (Tables)

3 Months Ended

Mar. 31, 2022

Schedule of Debt Outstanding

Debt outstanding as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands):

	March 31,			December 31,
	2022			2021
Revolving Credit Facility maturing April 2023. Interest payable periodically at variable interest rates.	$	—		$	—
Term Loan A maturing April 2023. Interest payable periodically at variable interest rates. The rate at March 31, 2022 and December 31, 2021 was 1.7% and 1.4%, respectively.		167,500			170,000
Term Loan B maturing December 2024. Interest payable periodically at variable interest rates. The rate at both March 31, 2022 and December 31, 2021 was 5.5%. Unamortized debt issuance costs amounted to $1.8 million and $2.0 million at March 31, 2022 and December 31, 2021, respectively.		124,063			128,750
4.625% Senior Notes maturing May 2023. Unamortized debt issuance costs amounted to $0.3 million and $0.4 million at March 31, 2022 and December 31, 2021, respectively.		173,650			173,650
4.75% Senior Notes maturing October 2027. Unamortized debt issuance costs amounted to $2.2 million and $2.3 million at March 31, 2022 and December 31, 2021, respectively.		250,000			250,000
8.25% Senior Notes maturing April 2026. Unamortized debt issuance costs amounted to $12.2 million and $12.9 million at March 31, 2022 and December 31, 2021, respectively.		675,000			675,000
4.43% Lansing Correctional Facility Non-Recourse Mortgage Note maturing January 2040. Unamortized debt issuance costs amounted to $2.9 million and $3.0 million at March 31, 2022 and December 31, 2021, respectively.		153,816			154,532
Total debt		1,544,029			1,551,932
Unamortized debt issuance costs		(19,435	)		(20,588	)
Net unamortized original issue discount		(3,574	)		(3,922	)
Current portion of long-term debt		(37,072	)		(35,376	)
Long-term debt, net	$	1,483,948		$	1,492,046

Schedule of Principal Payments

Scheduled principal payments as of March 31, 2022 for the remainder of 2022, the next five years, and thereafter were as follows (in thousands):

2022 (remainder)	$	27,473
2023		354,796
2024		96,597
2025		5,823
2026		681,326
2027		256,855
Thereafter		121,159
Total debt	$	1,544,029

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2022

Schedule of Calculation of Numerator and Denominator in Earnings Per Share

	For the Three Months Ended March 31,
	2022		2021
NUMERATOR
Basic:
Net income (loss)	$	19,003	$	(125,568	)
Diluted:
Net income (loss)	$	19,003	$	(125,568	)
DENOMINATOR
Basic:
Weighted average common shares outstanding		120,796		119,909
Diluted:
Weighted average common shares outstanding		120,796		119,909
Effect of dilutive securities:
Restricted stock-based awards	624			—
Weighted average shares and assumed conversions		121,420		119,909
BASIC EARNINGS (LOSS) PER SHARE	$	0.16	$	(1.05	)
DILUTED EARNINGS (LOSS) PER SHARE	$	0.16	$	(1.05	)

SEGMENT REPORTING (Tables)

3 Months Ended

Mar. 31, 2022

Schedule of Revenue and Facility Net Operating Income for Each of the Three Segments and a Reconciliation to CoreCivic's Operating Income Before Income Taxes

	For the Three Months Ended March 31,
	2022			2021
Revenue:
Safety	$	414,248		$	409,769
Community		24,115			23,658
Properties		14,591			21,255
Total segment revenue		452,954			454,682
Operating expenses:
Safety		321,021			305,427
Community		20,227			21,100
Properties		3,282			6,274
Total segment operating expenses		344,530			332,801
Facility net operating income:
Safety		93,227			104,342
Community		3,888			2,558
Properties		11,309			14,981
Total facility net operating income		108,424			121,881
Other revenue (expense):
Other revenue		34			36
Other operating expense		(99	)		(83	)
General and administrative		(31,101	)		(29,530	)
Depreciation and amortization		(32,028	)		(32,712	)
Shareholder litigation expense		—			(51,745	)
Asset impairments		—			(1,308	)
Interest expense, net		(22,920	)		(18,428	)
Gain on sale of real estate assets, net		2,261			—
Other income (expense)		1,042			(148	)
Income (loss) before income taxes	$	25,613		$	(12,037	)

Summary of Capital Expenditures Including Accrued Amounts

The following table summarizes capital expenditures including accrued amounts for the three months ended March 31, 2022 and 2021 (in thousands):

	For the Three Months Ended March 31,
	2022		2021
Capital expenditures:
Safety	$	14,327	$	5,523
Community		272		590
Properties		—		1,015
Corporate and other		1,016		8,518
Total capital expenditures	$	15,615	$	15,646

Schedule of Total Assets

The total assets are as follows (in thousands):

	March 31, 2022		December 31, 2021
Assets:
Safety	$	2,480,104	$	2,532,319
Community		221,391		233,179
Properties		374,144		352,681
Corporate and other		453,913		380,759
Total Assets	$	3,529,552	$	3,498,938

Organization and Operations - Additional Information (Detail) ft² in Millions	3 Months Ended
	Mar. 31, 2022 ft² Property Segment Facility Bed
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of Operating segments \| Segment	3
Minimum distribution percentage of taxable income to qualify for real estate investment trust	90.00%
CoreCivic Safety
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of facilities operated by the company	45
Number of facilities owned by the company	41
Number of beds at the facility \| Bed	68,000
CoreCivic Community
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of centers owned and operated by company	24
Number of beds at the center \| Bed	5,000
CoreCivic Properties
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of properties for lease to third parties and used by government agencies \| Property	10
Number of square feet \| ft²	1.8

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended	12 Months Ended
	Mar. 31, 2022 Facility	Dec. 31, 2021 Contract
United States Marshals Service
Number of detention facilities \| Facility	6
Number of direct contracts that expired and were not renewed \| Contract		4
Government Contracts Concentration Risk \| Sales Revenue, Net \| United States Marshals Service
Percentage of revenues generated from government management contracts		23.00%
Government Contracts Concentration Risk \| Sales Revenue, Net \| Federal Bureau Of Prisons
Percentage of revenues generated from government management contracts		2.00%

Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Note receivable from Agecroft Prison Management, LTD, Carrying Amount	$ 2,977	$ 3,063
Debt, Carrying Amount	(1,544,029)	(1,551,932)
Note receivable from Agecroft Prison Management, LTD, Fair Value	3,386	3,491
Debt, Fair Value	$ (1,539,662)	$ (1,560,346)

Goodwill - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Line Items]
Goodwill	$ 4,844	$ 4,844
CoreCivic Safety
Goodwill and Intangible Assets Disclosure [Line Items]
Goodwill	$ 4,800	$ 4,800

Real Estate Transactions - Additional Information (Detail) $ in Thousands	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($) Facility Bed	Mar. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) Property
Facility Activations Developments And Closures [Line Items]
Number of real estate assets held for sale \| Property				2
Net book value of property and equipment				$ 7,000
Aggregate net sales proceeds	$ 9,300
Net gain on sale of properties	2,300			$ 38,700
Number of properties sold \| Property				5
Net proceeds after the repayment of debt				$ 125,000
Operating Expense	$ 344,629	$ 332,884
Safety
Facility Activations Developments And Closures [Line Items]
Number of beds at the facility \| Bed	68,000
Community
Facility Activations Developments And Closures [Line Items]
Number of beds at the center \| Bed	5,000
Idled Correctional Facilities
Facility Activations Developments And Closures [Line Items]
Number of facility \| Facility	7
Idled Non-Core Facilities \| Safety
Facility Activations Developments And Closures [Line Items]
Number of facility \| Facility	1
Number of beds at the facility \| Bed	240
Net carrying value	$ 3,100
Idle Facilities
Facility Activations Developments And Closures [Line Items]
Operating Expense	2,000	$ 2,000
Idle Facilities \| West Tennessee Detention Facility and Leavenworth Detention Center
Facility Activations Developments And Closures [Line Items]
Operating Expense	$ 3,500
Idle Facilities \| Community
Facility Activations Developments And Closures [Line Items]
Number of facility \| Facility	3
Net carrying value	$ 8,700
Number of beds at the center \| Bed	650
GRES
Facility Activations Developments And Closures [Line Items]
Percentage of voting control	100.00%
Increase to stockholders' equity upon termination of partnership			$ 17,400

Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) $ in Thousands	Mar. 31, 2022 USD ($) Bed	Dec. 31, 2021 USD ($)
Prairie Correctional Facility
Facility Activations Developments And Closures [Line Items]
Design Capacity \| Bed	1,600
Net Carrying Value \| $	$ 14,195	$ 14,416
Huerfano County Correctional Center
Facility Activations Developments And Closures [Line Items]
Design Capacity \| Bed	752
Net Carrying Value \| $	$ 15,070	15,230
Diamondback Correctional Facility
Facility Activations Developments And Closures [Line Items]
Design Capacity \| Bed	2,160
Net Carrying Value \| $	$ 36,490	36,917
Marion Adjustment Center
Facility Activations Developments And Closures [Line Items]
Design Capacity \| Bed	826
Net Carrying Value \| $	$ 10,639	10,743
Kit Carson Correctional Center
Facility Activations Developments And Closures [Line Items]
Design Capacity \| Bed	1,488
Net Carrying Value \| $	$ 50,506	50,950
West Tennessee Detention Facility
Facility Activations Developments And Closures [Line Items]
Design Capacity \| Bed	600
Net Carrying Value \| $	$ 20,364	20,622
Leavenworth Detention Center
Facility Activations Developments And Closures [Line Items]
Design Capacity \| Bed	1,033
Net Carrying Value \| $	$ 53,615	54,162
Idle Facilities
Facility Activations Developments And Closures [Line Items]
Design Capacity \| Bed	8,459
Net Carrying Value \| $	$ 200,879	$ 203,040

Schedule of Debt Outstanding (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Sep. 29, 2021	Dec. 18, 2019
Debt Instrument [Line Items]
Total debt	$ 1,544,029	$ 1,551,932
Unamortized debt issuance costs	(19,435)	(20,588)
Net unamortized original issue discount	(3,574)	(3,922)
Current portion of long-term debt	(37,072)	(35,376)
Long-term debt, net	1,483,948	1,492,046
Term Loan A Due in April 2023
Debt Instrument [Line Items]
Total debt	167,500	170,000
Term Loan B Due in December 2024
Debt Instrument [Line Items]
Total debt	124,063	128,750			$ 250,000
Unamortized debt issuance costs	(1,800)	(2,000)
Senior Notes 4.625% Due 2023
Debt Instrument [Line Items]
Total debt	173,650	173,650	$ 173,700
Unamortized debt issuance costs	(300)	(400)
Senior Notes 4.75% Due 2027
Debt Instrument [Line Items]
Total debt	250,000	250,000
Unamortized debt issuance costs	(2,200)	(2,300)
8.25% Senior Notes Due 2026
Debt Instrument [Line Items]
Total debt	675,000	675,000		$ 675,000
Unamortized debt issuance costs	(12,200)	(12,900)
Lansing Correctional Facility Non-Recourse Mortgage Note 4.43% Due 2040
Debt Instrument [Line Items]
Total debt	153,816	154,532
Unamortized debt issuance costs	$ (2,900)	$ (3,000)

Schedule of Debt Outstanding (Parenthetical) (Detail) - USD ($) $ in Thousands			1 Months Ended			3 Months Ended
	Dec. 18, 2019	Apr. 17, 2018	Apr. 30, 2021	Oct. 31, 2017	Apr. 30, 2013	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Sep. 29, 2021	Apr. 14, 2021
Debt Instrument [Line Items]
Unamortized debt issuance costs						$ 19,435	$ 20,588
Term Loan A Due in April 2023
Debt Instrument [Line Items]
Debt interest rate						1.70%	1.40%
Debt maturity date		Apr. 30, 2023				Apr. 30, 2023
Interest payable dates						Interest payable periodically at variable interest rates.
Term Loan B Due in December 2024
Debt Instrument [Line Items]
Debt interest rate						5.50%	5.50%
Debt maturity date	Dec. 31, 2024					Dec. 31, 2024
Interest payable dates						Interest payable periodically at variable interest rates.
Unamortized debt issuance costs						$ 1,800	$ 2,000
Senior Notes 4.625% Due 2023
Debt Instrument [Line Items]
Stated interest rate					4.625%	4.625%
Debt maturity date					May 01, 2023	May 31, 2023
Unamortized debt issuance costs						$ 300	400
Senior Notes 4.75% Due 2027
Debt Instrument [Line Items]
Stated interest rate				4.75%		4.75%
Debt maturity date				Oct. 15, 2027		Oct. 31, 2027
Unamortized debt issuance costs						$ 2,200	2,300
8.25% Senior Notes Due 2026
Debt Instrument [Line Items]
Stated interest rate			8.25%			8.25%		8.25%	8.25%	8.25%
Debt maturity date			Apr. 15, 2026			Apr. 30, 2026
Unamortized debt issuance costs						$ 12,200	12,900
Lansing Correctional Facility Non-Recourse Mortgage Note 4.43% Due 2040
Debt Instrument [Line Items]
Stated interest rate						4.43%
Debt maturity date						Jan. 31, 2040
Unamortized debt issuance costs						$ 2,900	$ 3,000
Revolving Credit Facility \| Revolving Credit Facility Due in April 2023
Debt Instrument [Line Items]
Revolving Credit Facility maturity date						Apr. 30, 2023
Interest payable dates						Interest payable periodically at variable interest rates.

Debt - Additional Information (Detail) - USD ($)						1 Months Ended				3 Months Ended
Debt - Additional Information (Detail) - USD ($)	Sep. 29, 2021	Apr. 14, 2021	Dec. 18, 2019	Apr. 20, 2018	Apr. 17, 2018	Oct. 31, 2021	Apr. 30, 2021	Oct. 31, 2017	Apr. 30, 2013	Mar. 31, 2022	Jun. 30, 2021	Dec. 31, 2021	Sep. 30, 2021
Debt Instrument [Line Items]
Borrowings outstanding under credit facility										$ 0
Total debt										1,544,029,000		$ 1,551,932,000
Debt Instrument outstanding balance										1,544,029,000		1,551,932,000
Non-Recourse Senior Secured Notes \| Private Placement
Debt Instrument [Line Items]
Debt maturity date				Jan. 31, 2040
Debt Instrument outstanding balance										153,800,000
Debt instrument, term				20 years
Stated interest rate				4.43%
Aggregate principal amount				$ 159,500,000
Expected project completion period				January 2020
Notes issuance costs				$ 3,400,000
Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					$ 1,000,000,000.0
Debt maturity period					Apr. 30, 2023
Line of credit facility, aggregate principal amount of additional borrowing					$ 350,000,000.0
Percentage of capital stock of foreign subsidiary secured by pledge under Revolving Credit Facilities					65.00%
Credit Agreement \| Term Loan A Due in April 2023
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					$ 200,000,000.0
Term Loan A Due in April 2023
Debt Instrument [Line Items]
Total debt										$ 167,500,000
Debt maturity date					Apr. 30, 2023					Apr. 30, 2023
Debt Instrument outstanding balance										$ 167,500,000		$ 170,000,000
Debt instrument interest rate effective percentage										1.70%		1.40%
Term Loan B Due in December 2024
Debt Instrument [Line Items]
Total debt										$ 124,100,000
Debt maturity date			Dec. 31, 2024							Dec. 31, 2024
Debt Instrument outstanding balance			$ 250,000,000.0							$ 124,063,000		$ 128,750,000
Debt instrument, term			5 years
Percentage of loan to value of certain specified real property assets secured by a first lien			80.00%
Debt instrument, issued price percentage of principal			95.00%
Unamortized original issue discount			$ 12,500,000
Capitalized loan costs			$ 5,100,000
Repayments of debt						$ 90,000,000.0
Pro rata write-off of unamortized debt issuance costs and original issue discount						$ 4,100,000
Debt instrument interest rate effective percentage										5.50%		5.50%
Term Loan B Due in December 2024 \| Base Rate
Debt Instrument [Line Items]
Debt instrument, percentage points added to reference rate			3.50%
Term Loan B Due in December 2024 \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, percentage points added to reference rate			4.50%
Libor floor rate			1.00%
Senior Notes 4.625% Due 2023
Debt Instrument [Line Items]
Debt maturity date									May 01, 2023	May 31, 2023
Debt Instrument outstanding balance										$ 173,650,000		$ 173,650,000	$ 173,700,000
Stated interest rate									4.625%	4.625%
Aggregate principal amount									$ 350,000,000.0
Debt instrument redemption percentage of par									100.00%
Senior Notes 4.75% Due 2027
Debt Instrument [Line Items]
Debt maturity date								Oct. 15, 2027		Oct. 31, 2027
Debt Instrument outstanding balance										$ 250,000,000		250,000,000
Stated interest rate								4.75%		4.75%
Aggregate principal amount								$ 250,000,000.0
Debt instrument redemption percentage of par								100.00%
8.25% Senior Notes Due 2026
Debt Instrument [Line Items]
Debt maturity date							Apr. 15, 2026			Apr. 30, 2026
Debt Instrument outstanding balance	$ 675,000,000.0									$ 675,000,000		675,000,000
Stated interest rate	8.25%	8.25%					8.25%			8.25%			8.25%
Aggregate principal amount							$ 675,000,000.0
8.25% Senior Notes Due 2026 \| Redemption Beginning on April 15, 2024
Debt Instrument [Line Items]
Debt instrument redemption percentage of par										104.125%
Debt instrument redemption beginning period										Apr. 15, 2024
8.25% Senior Notes Due 2026 \| Redemption Beginning on April 15, 2025
Debt Instrument [Line Items]
Debt instrument redemption percentage of par										100.00%
Debt instrument redemption beginning period										Apr. 15, 2025
Original 8.25% Senior Notes
Debt Instrument [Line Items]
Stated interest rate		8.25%
Aggregate principal amount		$ 450,000,000.0
Debt instrument price		99.00%
Debt instrument interest rate effective percentage		8.50%
Net proceeds from issuance of debt		$ 435,100,000
5.0% Senior Notes
Debt Instrument [Line Items]
Debt maturity date		Oct. 15, 2022
Stated interest rate		5.00%
Aggregate principal amount		$ 250,000,000.0
Debt instrument redemption amount		15,500,000
4.625% Senior Notes
Debt Instrument [Line Items]
Debt Instrument outstanding balance											$ 173,700,000	$ 173,700,000
Stated interest rate										4.625%	4.625%	4.625%
Debt instrument repurchase amount		149,000,000.0									$ 27,300,000	$ 27,300,000
Aggregate purchase price		151,200,000
4.625% Senior Notes \| Minimum
Debt Instrument [Line Items]
Debt Instrument outstanding balance		201,000,000.0
4.625% Senior Notes \| Maximum
Debt Instrument [Line Items]
Debt Instrument outstanding balance		$ 350,000,000.0
5.0% Senior Notes and 4.625% Senior Notes
Debt Instrument [Line Items]
Expenses associated with debt repayments and refinancing transactions											$ 19,200,000
Additional Senior Notes Eight Point Two Five Percent Due Twenty Twenty Six
Debt Instrument [Line Items]
Stated interest rate	8.25%
Aggregate principal amount	$ 225,000.0
Debt instrument price	102.25%
Debt instrument interest rate effective percentage	7.65%
Net proceeds from issuance of debt	$ 225,500,000
Revolving Credit Facility
Debt Instrument [Line Items]
Sublimit swing line loans					$ 30,000,000.0
Percentage of commitment fee to unfunded balance										0.35%
Line of credit facility, remaining borrowing capacity										$ 785,300,000
Sublimit for issuance of standby letters of credit					$ 50,000,000.0
Revolving Credit Facility letters of credit outstanding										$ 14,700,000
Revolving Credit Facility \| Base Rate
Debt Instrument [Line Items]
Debt instrument, percentage points added to reference rate										0.50%
Revolving Credit Facility \| Base Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, percentage points added to reference rate					0.00%
Revolving Credit Facility \| Base Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, percentage points added to reference rate					1.00%
Revolving Credit Facility \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, percentage points added to reference rate										1.25%
Revolving Credit Facility \| London Interbank Offered Rate (LIBOR) \| Minimum
Debt Instrument [Line Items]
Debt instrument, percentage points added to reference rate					1.00%
Revolving Credit Facility \| London Interbank Offered Rate (LIBOR) \| Maximum
Debt Instrument [Line Items]
Debt instrument, percentage points added to reference rate					2.00%
Revolving Credit Facility \| Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					$ 800,000,000.0

Schedule of Principal Payments (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
2022 (remainder)	$ 27,473
2023	354,796
2024	96,597
2025	5,823
2026	681,326
2027	256,855
Thereafter	121,159
Total debt	$ 1,544,029	$ 1,551,932

Stockholders' Equity - Additional Information (Detail) - Restricted stock based awards - USD ($) shares in Millions, $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Fair value of restricted common stock units issued by CoreCivic to certain of its employees and non-employee directors	$ 21.0		$ 21.8
Vesting description	The RSUs awarded to officers and executive officers in 2020, 2021 and 2022 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company’s independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2020, 2021, and 2022 for the 2020 awards, December 31, 2021, 2022, and 2023 for the 2021 awards, and December 31, 2022, 2023, and 2024 for the 2022 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2023 and 2024 have not yet been established, the values of the third RSU increment of the 2021 awards and of the second and third increments of the 2022 awards for financial reporting purposes will not be determined until such criteria are established.
Increase in vesting percentage based on performance relative to annual performance criteria	150.00%
Decrease in vesting percentage based on performance relative to annual performance criteria	0.00%
Allocated share-based compensation expense	$ 5.3	$ 4.2
Restricted common stock units remained outstanding and subject to vesting	4.0
Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Increase decrease in vesting percentage based on shareholder return relative to peer group	80.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Increase decrease in vesting percentage based on shareholder return relative to peer group	120.00%
General and Administrative
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Allocated share-based compensation expense	$ 4.9	3.7
Operating
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Allocated share-based compensation expense	$ 0.4	$ 0.5
Employees And Non Employee Directors
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Restricted common stock units issued by CoreCivic	2.1		2.7
Employees And Non Employee Directors \| General and Administrative
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Restricted common stock units issued by CoreCivic	1.9		2.5
Employee \| Operating
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Restricted common stock units issued by CoreCivic	0.2		0.2
Officers And Executive Officers
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Vesting period	3 years
Percent of awards eligible to vest	33.33%
Non Employee Directors
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Vesting period	1 year
Other Employees
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Vesting period, continuous service requirement	3 years

Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ 19,003	$ (125,568)
Net income (loss)	$ 19,003	$ (125,568)
Weighted average common shares outstanding, Basic	120,796	119,909
Weighted average shares and assumed conversions	121,420	119,909
BASIC EARNINGS (LOSS) PER SHARE	$ 0.16	$ (1.05)
DILUTED EARNINGS (LOSS) PER SHARE	$ 0.16	$ (1.05)
Restricted stock based awards
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Effect of dilutive securities	624

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Earnings Per Share - Additional Information (Detail) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restricted stock based awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of earnings (loss) per share because they were anti-dilutive		0.1
Non-controlling interest - Operating Partnership Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of earnings (loss) per share because they were anti-dilutive		1.3
Share-based Payment Arrangement, Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of earnings (loss) per share because they were anti-dilutive	0.3	0.4

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	May 31, 2021	Mar. 31, 2021	Dec. 31, 2021
Loss Contingencies [Line Items]
Payments for litigation settlement	$ 56,000
Litigation settlement, expense		$ 51,745	$ 54,300

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Line Items]
Minimum Distribution Percentage of Taxable Income to Qualify for Real Estate Investment Trust	90.00%
Income tax expense	$ 6,610,000	$ 113,531,000
Catch-up tax payments or penalties		0
Deferred employer side social security payments				$ 29,600,000
Deferred employer side social security payments due in December 31, 2022			$ 14,800,000
Liabilities for uncertain tax positions	$ 0		$ 0
Resulting From Revaluation Of Deferred Tax Liabilities
Income Taxes [Line Items]
Income tax expense		$ 114,200,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Segment Reporting - Additional Information (Detail)	3 Months Ended
Segment Reporting - Additional Information (Detail)	Mar. 31, 2022 Property Segment Facility
Segment Reporting Information [Line Items]
Number of Operating segments \| Segment	3
CoreCivic Safety
Segment Reporting Information [Line Items]
Number of facilities operated by the company	45
Number of facilities owned by the company	41
CoreCivic Community
Segment Reporting Information [Line Items]
Number of centers owned and operated by company	24
CoreCivic Properties
Segment Reporting Information [Line Items]
Number of properties for lease to third parties and used by government agencies \| Property	10

Schedule of Revenue and Facility Net Operating Income for Each of the Three Segments and a Reconciliation to CoreCivic's Operating Income Before Income Taxes (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Segment Reporting Information [Line Items]
Revenue	$ 452,988	$ 454,718
Operating expenses	344,629	332,884
General and administrative	(31,101)	(29,530)
Depreciation and amortization	(32,028)	(32,712)
Shareholder litigation expense		(51,745)	$ (54,300)
Asset impairments		(1,308)
Interest expense, net	(22,920)	(18,428)
Gain on sale of real estate assets, net	(2,261)
Other income (expense)	1,042	(148)
Income (loss) before income taxes	25,613	(12,037)
Operating Segments
Segment Reporting Information [Line Items]
Revenue	452,954	454,682
Operating expenses	344,530	332,801
Operating income	108,424	121,881
Operating Segments \| Safety
Segment Reporting Information [Line Items]
Revenue	414,248	409,769
Operating expenses	321,021	305,427
Operating income	93,227	104,342
Operating Segments \| Community
Segment Reporting Information [Line Items]
Revenue	24,115	23,658
Operating expenses	20,227	21,100
Operating income	3,888	2,558
Operating Segments \| CoreCivic Properties
Segment Reporting Information [Line Items]
Revenue	14,591	21,255
Operating expenses	3,282	6,274
Operating income	11,309	14,981
Segment Reconciling Items
Segment Reporting Information [Line Items]
Other operating expense	(99)	(83)
General and administrative	(31,101)	(29,530)
Depreciation and amortization	(32,028)	(32,712)
Shareholder litigation expense		(51,745)
Asset impairments		(1,308)
Interest expense, net	(22,920)	(18,428)
Gain on sale of real estate assets, net	2,261
Other income (expense)	1,042	(148)
Segment Reconciling Items \| Other Revenue
Segment Reporting Information [Line Items]
Revenue	$ 34	$ 36

Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Total capital expenditures	$ 15,615	$ 15,646
Safety
Segment Reporting Information [Line Items]
Total capital expenditures	14,327	5,523
Community
Segment Reporting Information [Line Items]
Total capital expenditures	272	590
CoreCivic Properties
Segment Reporting Information [Line Items]
Total capital expenditures		1,015
Corporate and Other
Segment Reporting Information [Line Items]
Total capital expenditures	$ 1,016	$ 8,518

Schedule of Total Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total assets	$ 3,529,552	$ 3,498,938
Safety
Segment Reporting Information [Line Items]
Total assets	2,480,104	2,532,319
Community
Segment Reporting Information [Line Items]
Total assets	221,391	233,179
CoreCivic Properties
Segment Reporting Information [Line Items]
Total assets	374,144	352,681
Corporate and Other
Segment Reporting Information [Line Items]
Total assets	$ 453,913	$ 380,759

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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