Shareholders' Equity

3 Months Ended

Mar. 31, 2024

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 months ended March 31, 2024 and 2023 (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    March 31, 2024
Balance, December 31, 2023		126,087		$	1,303		$	1,299,193		$	103,089	$	(16,642	)		4,210	$	(95,175	)	$	(1,454	)	$	1,290,314
Proceeds from exercise    of stock options		73			1			528			—		—			—		—			—			529
Stock-based compensation    expense		—			—			5,656			—		—			—		—			—			5,656
Restricted stock granted		929			9			(9	)		—		—			—		—			—			—
Restricted stock canceled		(20	)		—			—			—		—			—		—			—			—
Shares withheld for net    settlements of share-    based awards [1]		(615	)		(6	)		(7,406	)		—		—			—		—			—			(7,412	)
Issuance of common    stock - ESPP		3			—			36					—			—		—			—			36
Net income (loss)		—			—			—			22,668		—			—		—			(9	)		22,659
Other comprehensive loss		—			—			—			—		(3,173	)		—		—			12			(3,161	)
Balance, March 31, 2024		126,457		$	1,307		$	1,297,998		$	125,757	$	(19,815	)		4,210	$	(95,175	)	$	(1,451	)	$	1,308,621

	Common shares						Additional Paid-In			Retained Earnings (Accumulated			Accumulated Other Comprehensive			Treasury shares						Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			Deficit)			Loss			Shares			Amount			Interests			Equity
For the Three Months Ended    March 31, 2023
Balance, December 31, 2022		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		7			—			49			—			—			—			—			—			49
Stock-based compensation    expense		—			—			5,578			—			—			—			—			—			5,578
Restricted stock granted		1,641			16			(16	)		—			—			—			—			—			-
Restricted stock canceled		(18	)		—			—			—			—			—			—			—			-
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		5			1			40			—			—			—			—			—			41
Net income (loss)		—			—			—			28,003			—			—			—			(9	)		27,994
Other comprehensive income    (loss)		—			—			—			—			(2,016	)		—			—			10			(2,006	)
Balance, March 31, 2023		125,955		$	1,302		$	1,289,399		$	23,767		$	(18,935	)		4,210		$	(95,175	)	$	(1,309	)	$	1,199,049

[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, 2023, 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 December 28, 2023, in connection with the shelf registration, the Company 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 GEO's 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. There were no shares of common stock sold under this prospectus supplement during the three months ended March 31, 2024.

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 loss attributable to GEO within shareholders' equity are as follows:

	Three Months Ended March 31, 2024
	(In thousands)
	Foreign currency translation adjustments, net of tax (1)			Change in fair value of derivatives, net of tax		Pension adjustments, net of tax		Total
Balance, January 1, 2024	$	(19,755	)	$	3,041	$	72	$	(16,642	)
Current-period other comprehensive income (loss)		(3,884	)		699		12		(3,173	)
Balance, March 31, 2024	$	(23,639	)	$	3,740	$	84	$	(19,815	)

	Three Months Ended March 31, 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)		(1,389	)		(1,027	)		400			—		(2,016	)
Balance, March 31, 2023	$	(21,404	)	$	2,618		$	(553	)	$	404	$	(18,935	)

(1)The foreign currency translation related to noncontrolling interests was not significant at March 31, 2024 or 2023.