XML 38 R21.htm IDEA: XBRL DOCUMENT
v3.8.0.1

STOCKHOLDERS' EQUITY | 12 Months Ended
--- | ---
Dec. 31, 2017
STOCKHOLDERS' EQUITY |
13. | STOCKHOLDERS' EQUITY
Dividends on Common Stock The tax characterization of dividends per share on common shares as reported to stockholders was as follows for the years ended December 31, 2017, 2016, and 2015:
|  |  |  |  |  | Ordinary |  |  |  | Return of |  |  |  | Total |
Declaration Date |  | Record Date |  | Payable Date |  | Income |  |  |  | Capital |  |  |  | Per Share |
February 20, 2015 |  | April 2, 2015 |  | April 15, 2015 |  |  | 0.405355 |  | (1) |  |  | 0.134645 |  |  |  | $ | 0.54 |
May 14, 2015 |  | July 2, 2015 |  | July 15, 2015 |  |  | 0.405355 |  | (1) |  |  | 0.134645 |  |  |  | $ | 0.54 |
August 13, 2015 |  | October 2, 2015 |  | October 15, 2015 |  |  | 0.405355 |  | (1) |  |  | 0.134645 |  |  |  | $ | 0.54 |
December 10, 2015 |  | January 4, 2016 |  | January 15, 2016 |  |  | 0.487167 |  | (2) |  |  | 0.052833 |  |  |  | $ | 0.54 |
February 19, 2016 |  | April 1, 2016 |  | April 15, 2016 |  |  | 0.487167 |  | (2) |  |  | 0.052833 |  |  |  | $ | 0.54 |
May 12, 2016 |  | July 1, 2016 |  | July 15, 2016 |  |  | 0.487167 |  | (2) |  |  | 0.052833 |  |  |  | $ | 0.54 |
August 11, 2016 |  | October 3, 2016 |  | October 17, 2016 |  |  | 0.487167 |  | (2) |  |  | 0.052833 |  |  |  | $ | 0.54 |
December 8, 2016 |  | January 3, 2017 |  | January 13, 2017 |  |  | 0.363660 |  | (3) |  |  | 0.056340 |  |  |  | $ | 0.42 |
February 17, 2017 |  | April 3, 2017 |  | April 17, 2017 |  |  | 0.363660 |  | (3) |  |  | 0.056340 |  |  |  | $ | 0.42 |
May 11, 2017 |  | July 3, 2017 |  | July 17, 2017 |  |  | 0.363660 |  | (3) |  |  | 0.056340 |  |  |  | $ | 0.42 |
August 10, 2017 |  | October 2, 2017 |  | October 16, 2017 |  |  | 0.363660 |  | (3) |  |  | 0.056340 |  |  |  | $ | 0.42 |
December 7, 2017 |  | January 2, 2018 |  | January 15, 2018 |  |  | — |  | (4) |  |  | — |  | (4) |  | $ | 0.42 |
(1) $0.051202 of this amount constitutes a "Qualified Dividend", as defined by the IRS. (2) $0.030979 of this amount constitutes a "Qualified Dividend", as defined by the IRS. (3) $0.000000 of this amount constitutes a "Qualified Dividend", as defined by the IRS. (4) Taxable in 2018. Future dividends will depend on CoreCivic's distribution requirements as a REIT, future earnings, capital requirements, financial condition, limitations under debt covenants, opportunities for alternative uses of capital, and on such other factors as the Board of Directors of CoreCivic may consider relevant. Common Stock Restricted shares. During 2017, CoreCivic issued approximately 554,000 shares of restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of $18.1 million, including 487,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 67,000 RSUs to employees whose compensation is charged to operating expense. During 2016, CoreCivic issued approximately 635,000 RSUs to certain of its employees and non-employee directors, with an aggregate value of $18.5 million, including 562,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 73,000 RSUs to employees whose compensation is charged to operating expense. CoreCivic established performance-based vesting conditions on the RSUs awarded to its officers and executive officers in years 2015 through 2017. Unless earlier vested under the terms of the agreements, performance-based RSUs issued to officers and executive officers in those years 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 may vest in any one performance period. Time-based RSUs issued to other employees in 2016 and 2017, unless earlier vested under the terms of the agreements, generally vest equally on the first, second, and third anniversary of the award. Time-based RSUs issued to other employees in 2015, unless earlier vested under the terms of the agreements, "cliff" vest on the third anniversary of the award. RSUs issued to non-employee directors vest one year from the date of award. Nonvested RSU transactions as of December 31, 2017 and for the year then ended are summarized below (in thousands, except per share amounts).
|  | Shares of RSUs |  |  | Weighted average grant date fair value |
Nonvested at December 31, 2016 |  |  | 1,044 |  |  | $ | 32.84 |
Granted |  |  | 554 |  |  | $ | 32.60 |
Cancelled |  |  | (131 | ) |  | $ | 37.71 |
Vested |  |  | (513 | ) |  | $ | 32.43 |
Nonvested at December 31, 2017 |  |  | 954 |  |  | $ | 32.26 |
During 2017, 2016, and 2015, CoreCivic expensed $13.3 million ($1.9 million of which was recorded in operating expenses and $11.4 million of which was recorded in general and administrative expenses), $17.8 million ($1.7 million of which was recorded in operating expenses and $14.4 million of which was recorded in general and administrative expenses, and $1.7 million of which was recorded in restructuring charges), and $14.7 million ($1.5 million of which was recorded in operating expenses and $13.2 million of which was recorded in general and administrative expenses), net of forfeitures, relating to the restricted common stock and RSUs, respectively. As of December 31, 2017, CoreCivic had $16.8 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a remaining weighted-average period of 1.8 years. The total fair value of restricted common stock and RSUs that vested during 2017, 2016, and 2015 was $16.6 million, $15.1 million, and $13.9 million, respectively. Restricted stock-based compensation expense of $1.7 million for the year ended December 31, 2016 included in restructuring charges in the consolidated statement of operations reflects the voluntary forfeiture of RSUs awarded in February 2016 to CoreCivic's chief executive officer, in connection with a restructuring and cost reduction plan implemented during the third quarter of 2016. Preferred Stock CoreCivic has the authority to issue 50.0 million shares of $0.01 par value per share preferred stock (the "Preferred Stock"). The Preferred Stock may be issued from time to time upon authorization by the Board of Directors, in such series and with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or other provisions as may be fixed by CoreCivic's Board of Directors. Stock Option Plans CoreCivic has equity incentive plans under which, among other things, incentive and non-qualified stock options are granted to certain employees and non-employee directors of CoreCivic by the compensation committee of CoreCivic's Board of Directors. The options are granted with exercise prices equal to the fair market value on the date of grant. Vesting periods for options granted to employees generally range from three to four years. Options granted to non-employee directors vest on a date approximately following the first anniversary of the grant date. The term of such options is ten years from the date of grant. Since 2012, CoreCivic has elected not to issue stock options to its non-employee directors, officers, and executive officers as it had in prior years, and instead elected to issue all of its equity compensation in the form of restricted common stock and RSUs as previously described herein. However, CoreCivic continued to recognize stock option expense during the vesting period of stock options awarded in prior years. All outstanding stock options were fully vested as of December 31, 2016. During 2016 and 2015, CoreCivic expensed $0.1 million and $0.7 million, respectively, net of estimated forfeitures, relating to its outstanding stock options, all of which was charged to general and administrative expenses. As of December 31, 2017, CoreCivic had no unrecognized compensation cost related to stock options. Stock option transactions relating to CoreCivic's non-qualified stock option plans are summarized below (in thousands, except exercise prices):
|  | No. of options |  |  | Weighted- Average Exercise Price of options |  |  | Weighted- Average Remaining Contractual Term |  | Aggregate Intrinsic Value |
Outstanding at December 31, 2016 |  |  | 1,327 |  |  | $ | 20.53 |  |  |  |  |  |  |
Granted |  |  | — |  |  |  | — |  |  |  |  |  |  |
Exercised |  |  | (313 | ) |  |  | 22.18 |  |  |  |  |  |  |
Cancelled |  |  | — |  |  |  | — |  |  |  |  |  |  |
Outstanding at December 31, 2017 |  |  | 1,014 |  |  | $ | 20.03 |  |  | 2.6 |  | $ | 2,669 |
Exercisable at December 31, 2017 |  |  | 1,014 |  |  | $ | 20.03 |  |  | 2.6 |  | $ | 2,669 |
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between CoreCivic's stock price as of December 31, 2017 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2017. This amount changes based on the fair market value of CoreCivic's stock. The total intrinsic value of options exercised during the years ended December 31, 2017, 2016, and 2015 was $2.9 million, $1.7 million, and $7.3 million, respectively. At CoreCivic's 2011 annual meeting of stockholders held in May 2011, CoreCivic's stockholders approved an amendment to the 2008 Stock Incentive Plan that increased the authorized limit on issuance of new awards to an aggregate of up to 18.0 million shares. In addition, during the 2003 annual meeting the stockholders approved the adoption of CoreCivic's Non-Employee Directors' Compensation Plan, authorizing CoreCivic to issue up to 225,000 shares of common stock pursuant to the plan. As of December 31, 2017, CoreCivic had 8.2 million shares available for issuance under the Amended and Restated 2008 Stock Incentive Plan and 0.2 million shares available for issuance under the Non-Employee Directors' Compensation Plan.

X
- 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. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration