Shareholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Shareholders' Equity

6. SHAREHOLDERS’ EQUITY

The following tables present the changes in shareholders’ equity that are attributable to the Company’s shareholders and to noncontrolling interests for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Common shares						Additional Paid-In					Accumulated Other Comprehensive			Treasury shares					Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			Retained Earnings		Loss			Shares		Amount			Interests			Equity
For the Three Months Ended    June 30, 2023
Balance, March 31, 2023		125,955		$	1,302		$	1,289,399		$	23,767	$	(18,935	)		4,210	$	(95,175	)	$	(1,309	)	$	1,199,049
Proceeds from exercise    of stock options		5			—			32			—		—			—		—			—			32
Stock-based compensation    expense		—			—			3,357			—		—			—		—			—			3,357
Restricted stock granted		117			1			(1	)		—		—			—		—			—			—
Restricted stock canceled		(9	)		(1	)		(1	)		—		—			—		—			—			(2	)
Issuance of common    stock - ESPP		7			1			40					—			—		—			—			41
Net income (loss)		—			—			—			29,571		—			—		—			(46	)		29,525
Other comprehensive income		—			—			—			—		353			—		—			16			369
Balance, June 30, 2023		126,075		$	1,303		$	1,292,826		$	53,338	$	(18,582	)		4,210	$	(95,175	)	$	(1,339	)	$	1,232,371

	Common shares					Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Treasury shares					Noncontrolling			Total Shareholders'
	Shares			Amount		Capital			Deficit			Loss			Shares		Amount			Interests			Equity
For the Three Months Ended    June 30, 2022
Balance, March 31, 2022		124,011		$	1,289	$	1,281,268		$	(137,741	)	$	(17,632	)		4,852	$	(105,099	)	$	(1,250	)	$	1,020,835
Stock-based compensation    expense		—			—		3,556			—			—			—		—			—			3,556
Restricted stock granted		2			—		—			—			—			—		—			—			-
Restricted stock canceled		(14	)		—		—			—			—			—		—			—			-
Other adjustment		—			—		—			(91	)		—			—		—			—			(91	)
Shares withheld for net    settlements of share-    based awards [1]		(3	)		—		(17	)		—			—			—		—			—			(17	)
Issuance of common    stock - ESPP		7			—		60			—			—			—		—			—			60
Net income (loss)		—			—		—			53,727			—			—		—			(54	)		53,673
Other comprehensive income    (loss)		—			—		—			—			(8,207	)		—		—			23			(8,184	)
Balance, June 30, 2022		124,003		$	1,289	$	1,284,867		$	(84,105	)	$	(25,839	)		4,852	$	(105,099	)	$	(1,281	)	$	1,069,832

	Common shares						Additional Paid-In			Accumulated Deficit			Accumulated Other Comprehensive			Treasury shares						Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			/Retained Earnings			Loss			Shares			Amount			Interests			Equity
For the Six Months Ended    June 30, 2023
Balance January 1, 2023		124,061		$	1,289		$	1,291,363		$	(4,236	)	$	(16,919	)		4,852		$	(105,099	)	$	(1,310	)	$	1,165,088
Proceeds from exercise of    stock options		12			—			81			—			—			—			—			—			81
Stock-based compensation    expense		—			—			8,935			—			—			—			—			—			8,935
Restricted stock granted		1,758			17			(17	)		—			—			—			—			—			—
Restricted stock canceled		(26	)		—			—			—			—			—			—			—			—
Sale of treasury shares [2]		642			—			(4,174	)		—			—			(642	)		9,924			—			5,750
Shares withheld for net    settlements of share-    based awards [1]		(383	)		(4	)		(3,441	)		—			—			—			—			—			(3,445	)
Issuance of common    stock - ESPP		11			1			79			—			—			—			—			—			80
Net income (loss)		—			—			—			57,574			—			—			—			(55	)		57,519
Other comprehensive income    (loss)		—			—			—			—			(1,663	)		—			—			26			(1,637	)
Balance, June 30, 2023		126,075		$	1,303		$	1,292,826		$	53,338		$	(18,582	)		4,210		$	(95,175	)	$	(1,339	)	$	1,232,371

	Common shares						Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Treasury shares					Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			Deficit			Loss			Shares		Amount			Interests			Equity
For the Six Months Ended    June 30, 2022
Balance, January 1, 2022		122,472		$	1,273		$	1,276,213		$	(175,960	)	$	(20,216	)		4,852	$	(105,099	)	$	(1,195	)	$	975,016
Stock-based compensation    expense		—			—			9,869			—			—			—		—			—			9,869
Restricted stock granted		1,786			18			(18	)		—			—			—		—			—			-
Restricted stock canceled		(40	)		—			—			—			—			—		—			—			-
Shares withheld for net    settlements of share-    based awards [1]		(229	)		(2	)		(1,300	)		—			—			—		—			—			(1,302	)
Issuance of common    stock - ESPP		14			—			103			—			—			—		—			—			103
Other adjustment		—			—			—			(91	)		—			—		—			—			(91	)
Net income (loss)		—			—			—			91,946			—			—		—			(94	)		91,852
Other comprehensive    income (loss)		—			—			—			—			(5,623	)		—		—			8			(5,615	)
Balance, June 30, 2022		124,003		$	1,289		$	1,284,867		$	(84,105	)	$	(25,839	)		4,852	$	(105,099	)	$	(1,281	)	$	1,069,832

[1] The Company withheld shares through net settlements to satisfy statutory tax withholding requirements upon the vesting of shares

of restricted stock held by employees.

[2] The Company sold treasury shares to partially fund its obligation under its Amended and Restated Executive Retirement

Agreement with its Executive Chairman. Refer to Note 13 - Benefit Plans for further information.

Automatic Shelf Registration on Form S-3

On October 30, 2020, the Company filed an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) that enables the Company to offer for sale, from time to time and as the capital markets permit, an unspecified amount of common stock, preferred stock, debt securities, guarantees of debt securities, warrants and units. The shelf registration statement became automatically effective upon filing and is valid for three years.

Prospectus Supplement

On June 28, 2021, in connection with the shelf registration, we filed with the SEC a prospectus supplement related to the offer and sale from time to time of our common stock at an aggregate offering price of up to $300 million through sales agents. Sales of shares of our common stock under the prospectus supplement and equity distribution agreements entered into with the sales agents, if any, will be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933 as amended (the "Securities Act"). There were no shares of common stock sold under this prospectus supplement during the six months ended June 30, 2023 or 2022.

Comprehensive Income (Loss)

Comprehensive income (loss) represents the change in shareholders' equity from transactions and other events and circumstances arising from non-shareholder sources. The Company's total comprehensive income (loss) is comprised of net income attributable to GEO, net income attributable to noncontrolling interests, foreign currency translation adjustments that arise from consolidating foreign operations that do not impact cash flows, net unrealized gains and/or losses on derivative instruments, marketable securities and pension liability adjustments within shareholders' equity and comprehensive income (loss).

The components of accumulated other comprehensive income (loss) attributable to GEO within shareholders' equity are as follows:

	Six Months Ended June 30, 2023
	(In thousands)
	Foreign currency translation adjustments, net of tax (1)			Change in fair value of derivatives, net of tax			Change in marketable securities, net of tax			Pension adjustments, net of tax		Total
Balance, January 1, 2023	$	(20,015	)	$	3,645		$	(953	)	$	404	$	(16,919	)
Current-period other comprehensive income (loss)		(2,416	)		(200	)		953			-		(1,663	)
Balance, June 30, 2023	$	(22,431	)	$	3,445		$	—		$	404	$	(18,582	)

	Six Months Ended June 30, 2022
	(In thousands)
	Foreign currency translation adjustments, net of tax (1)			Change in fair value of derivatives, net of tax			Change in marketable securities, net of tax			Pension adjustments, net of tax			Total
Balance, January 1, 2022	$	(12,461	)	$	(2,524	)	$	7		$	(5,238	)	$	(20,216	)
Current-period other comprehensive income (loss)		(9,409	)		4,374			(758	)		170			(5,623	)
Balance, June 30, 2022	$	(21,870	)	$	1,850		$	(751	)	$	(5,068	)	$	(25,839	)

(1)The foreign currency translation related to noncontrolling interests was not significant at June 30, 2023 or 2022.