Shareholders' Equity

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Shareholders' Equity

SHAREHOLDERS’ EQUITY

The following table presents the changes in shareholders’ equity that are attributable to the Company’s shareholders and to noncontrolling interests (in thousands):

	Common shares				Additional Paid-In			Earnings in Excess of			Accumulated Other Comprehensive			Noncontrolling			Total Shareholders'
	Shares		Amount		Capital			Distributions			Loss			Interests			Equity
Balance, December 31, 2014	74,191		$	742	$	866,056		$	206,342		$	(27,461	)	$	314		$	1,045,993
Proceeds from exercise of stock options	109		—		2,513			—			—			—			2,513
Tax benefit related to equity compensation	—		—		1,252			—			—			—			1,252
Stock-based compensation expense	—		—		8,602			—			—			—			8,602
Restricted stock granted	423		4		(4		)	—			—			—			—
Restricted stock canceled	(27	)	—		—			—			—			—			—
Dividends paid	—		—		—			(138,454		)	—			—			(138,454		)
Shares withheld for net settlements of share-based awards	(71	)	—		(2,748		)	—			—			—			(2,748		)
Issuance of common stock - ESPP	9		—		321			—			—			—			321
Net income (loss)	—		—		—			95,374			—			(79		)	95,295
Other comprehensive loss	—		—		—			—			(7,249		)	(66		)	(7,315		)
Balance, September 30, 2015	74,634		$	746	$	875,992		$	163,262		$	(34,710	)	$	169		$	1,005,459

During the nine months ended September 30, 2015, the Company withheld shares through net share settlements to satisfy minimum statutory tax withholding requirements upon vesting of shares of restricted stock held by employees.

REIT Distributions

As a REIT, GEO is required to distribute annually at least 90% of its REIT taxable income (determined without regard to the dividends paid deduction and by excluding net capital gain) and began paying regular quarterly REIT dividends in 2013. The amount, timing and frequency of future dividends, however, will be at the sole discretion of GEO's Board of Directors (the "Board”) and will be declared based upon various factors, many of which are beyond GEO's control, including, GEO's financial condition and operating cash flows, the amount required to maintain REIT status and reduce any income taxes that GEO otherwise would be required to pay, limitations on distributions in GEO's existing and future debt instruments, limitations on GEO's ability to fund distributions using cash generated through GEO's taxable REIT subsidiaries ("TRSs") and other factors that GEO's Board may deem relevant.

During the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively, GEO declared and paid the following regular cash distributions to its shareholders as follows:

Declaration Date	Record Date	Payment Due	Distribution Per Share	Aggregate Payment Amount (in millions)
February 18, 2014	March 3, 2014	March 14, 2014	$0.57	$41.1
April 28, 2014	May 15, 2014	May 27, 2014	$0.57	$41.5
August 5, 2014	August 18, 2014	August 29, 2014	$0.57	$41.4
November 5, 2014	November 17, 2014	November 26, 2014	$0.62	$46.0
February 6, 2015	February 17, 2015	February 27, 2015	$0.62	$46.0
April 29, 2015	May 11, 2015	May 21, 2015	$0.62	$46.3
July 31, 2015	August 14, 2015	August 24, 2015	$0.62	$46.3

Prospectus Supplement

On May 8, 2013, the Company filed with the Securities and Exchange Commission a prospectus supplement related to the offer and sale from time to time of the Company's common stock at an aggregate offering price of up to $100.0 million through sales agents. Sales of shares of the Company's common stock under the prospectus supplement and equity distribution agreements entered into with the sales agents, if any, were to be made in negotiated transactions or transactions that were deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933. On July 18, 2014, the Company filed with the Securities and Exchange Commission a post-effective amendment to its shelf registration statement on Form S-3 (pursuant to which the prospectus supplement had been filed) as a result of the merger of the Company into GEO REIT effective June 27, 2014. During the year ended December 31, 2014, there were approximately 1.5 million shares of common stock sold under the prospectus supplement for net proceeds of $54.7 million. There were no shares of the Company's common stock sold under the prospectus supplement during the nine months ended September 30, 2015.

In September 2014, the Company filed with the Securities and Exchange Commission a new automatic shelf registration statement on Form S-3. On November 10, 2014, in connection with the new shelf registration, the Company filed with the Securities and Exchange Commission a new prospectus supplement related to the offer and sale from time to time of the Company's common stock at an aggregate offering price of up to $150.0 million through sales agents. Sales of shares of the Company's common stock under the prospectus supplement and the equity distribution agreements entered into with the sales agents, if any, may 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 the Company's stock issued under this prospectus supplement during the year ended December 31, 2014 nor the nine months ended September 30, 2015.

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 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, 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:

	Nine Months Ended September 30, 2015
	(In thousands)
	Foreign currency translation adjustments, net of tax attributable to The GEO Group, Inc. (1)			Unrealized (loss)/gain on derivatives, net of tax			Pension adjustments, net of tax			Total
Balance, December 31, 2014	$	(6,903	)	$	(16,322	)	$	(4,236	)	$	(27,461	)
Current-period other comprehensive (loss) income	(4,916		)	(2,453		)	120			(7,249		)
Balance, September 30, 2015	$	(11,819	)	$	(18,775	)	$	(4,116	)	$	(34,710	)

⁽¹⁾ The foreign currency translation related to noncontrolling interests was not significant at September 30, 2015 or December 31, 2014.