Shareholders' Equity

6 Months Ended

Jun. 30, 2021

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, 2021 and 2020 (in thousands):

	Common shares						Additional Paid-In			Distributions in Excess of			Accumulated Other Comprehensive			Treasury shares					Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			Earnings			Loss			Shares		Amount			Interests			Equity
For the Three Months Ended June 30, 2021
Balance, March 31, 2021		122,303		$	1,272		$	1,268,027		$	(202,834	)	$	(20,110	)		4,852	$	(105,099	)	$	(1,083	)	$	940,173
Stock-based compensation expense		—			—			4,023			—			—			—		—			—			4,023
Restricted stock granted		200			2			(2	)		—			—			—		—			—			—
Restricted stock canceled		(93	)		(1	)		1			—			—			—		—			—			—
Dividends paid [1]		—			—			—			—			—			—		—			—			—
Shares withheld for net settlements of share- based awards [3]		(12	)		—			(100	)		—			—			—		—			—			(100	)
Issuance of common stock - ESPP		11			—			65			—			—			—		—			—			65
Net income (loss)		—			—			—			41,959			—			—		—			(28	)		41,931
Other comprehensive income (loss)		—			—			—			—			(1,022	)		—		—			(2	)		(1,024	)
Balance, June 30, 2021		122,409		$	1,273		$	1,272,014		$	(160,875	)	$	(21,132	)		4,852	$	(105,099	)	$	(1,113	)	$	985,068

	Common shares					Additional Paid-In			Distributions in Excess of			Accumulated Other Comprehensive			Treasury shares					Noncontrolling			Total Shareholders'
	Shares			Amount		Capital			Earnings			Loss			Shares		Amount			Interests			Equity
For the Three Months Ended June 30, 2020
Balance, March 31, 2020		121,386		$	1,262	$	1,247,068		$	(152,301	)	$	(33,499	)		4,764	$	(104,184	)	$	(890	)	$	957,456
Proceeds from exercise of stock options		—			—		—			—			—			—		—			—			-
Stock-based compensation expense		—			—		4,706			—			—			—		—			—			4,706
Restricted stock canceled		(5	)		—		—			—			—			—		—			—			-
Dividends paid [1]		—			—		—			(58,457	)		—			—		—			—			(58,457	)
Other adjustment to paid-in capital [2]							273																	273
Purchase of treasury shares [2]		(23	)		—		—			—			—			23		(273	)					(273	)
Shares withheld for net settlements of share- based awards [3]		—			—		(156	)		—			—			—		—			—			(156	)
Issuance of common stock - ESPP		13			—		146			—			—			—		—			—			146
Net income (loss)		—			—		—			36,720			—			—		—			(66	)		36,654
Other comprehensive income (loss)		—			—		—			—			3,945			—		—			1			3,946
Balance, June 30, 2020		121,371		$	1,262	$	1,252,037		$	(174,038	)	$	(29,554	)		4,787	$	(104,457	)	$	(955	)	$	944,295

	Common shares						Additional Paid-In			Distributions in Excess of			Accumulated Other Comprehensive			Treasury shares					Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			Earnings			Loss			Shares		Amount			Interests			Equity
For the Six Months Ended June 30, 2021
Balance January 1, 2021		121,318		$	1,262		$	1,262,267		$	(222,892	)	$	(22,589	)		4,835	$	(104,946	)	$	(1,020	)	$	912,082
Proceeds from exercise of stock options		—			—			1			—			—			—		—			—			1
Stock-based compensation expense		—			—			11,426			—			—			—		—			—			11,426
Restricted stock granted		1,448			14			(14	)		—			—			—		—			—			—
Restricted stock canceled		(111	)		—			—			—			—			—		—			—			—
Dividends paid [1]		—			—			—			(30,487	)		—			—		—			—			(30,487	)
Other adjustment to additional paid-in capital [2]		—			—			153			—			—			—		—			—			153
Shares withheld for net settlements of share- based awards [3]		(256	)		(3	)		(1,999	)		—			—			—		—			—			(2,002	)
Issuance of common stock - ESPP		27			—			180			—			—			—		—			—			180
Purchase of treasury shares [2]		(17	)		—			—			—			—			17		(153	)		—			(153	)
Net income (loss)		—			—			—			92,504			—			—		—			(88	)		92,416
Other comprehensive income (loss)		—			—			—			—			1,457			—		—			(5	)		1,452
Balance, June 30, 2021		122,409		$	1,273		$	1,272,014		$	(160,875	)	$	(21,132	)		4,852	$	(105,099	)	$	(1,113	)	$	985,068

	Common shares						Additional Paid-In			Earnings in Excess of			Accumulated Other Comprehensive			Treasury shares					Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			Distributions			Loss			Shares		Amount			Interests			Equity
For the Six Months Ended June 30, 2020
Balance, January 1, 2020		121,225		$	1,254		$	1,230,865		$	(119,779	)	$	(20,335	)		4,210		(95,175	)	$	(782	)	$	996,048
Proceeds from exercise of stock options		—			—			1			—			—			—		—			—			1
Stock-based compensation expense		—			—			14,474			—			—			—		—			—			14,474
Restricted stock granted		900			9			(9	)		—			—			—		—			—			-
Restricted stock canceled		(27	)		—			—			—			—			—		—			—			-
Dividends paid [1]		—			—			—			(116,160	)		—			—		—			—			(116,160	)
Shares withheld for net settlements of share- based awards [3]		(173	)		(1	)		(2,788	)		—			—			—		—			—			(2,789	)
Issuance of common stock - ESPP		23			—			296			—			—			—		—			—			296
Purchase of treasury shares [2]		(577	)		—			—			—			—			577		(9,282	)		—			(9,282	)
Other adjustment to additional paid-in capital [2]		—			—			9,198			—			—			—		—			—			9,198
Net income (loss)		—			—			—			61,901			—			—		—			(126	)		61,775
Other comprehensive income (loss)		—			—			—			—			(9,219	)		—		—			(47	)		(9,266	)
Balance, June 30, 2020		121,371		$	1,262		$	1,252,037		$	(174,038	)	$	(29,554	)		4,787	$	(104,457	)	$	(955	)	$	944,295

[1]	Dividends paid are net of dividends forfeited on unvested shares of restricted stock.

[2] On February 26, 2020 (the "Effective Date"), the Company and its Chief Executive Officer (“CEO”) entered into an amended and restated executive retirement agreement that amends the CEO’s executive retirement agreement. The amended and restated executive retirement agreement provides that upon the CEO’s retirement from the Company, the Company will pay a lump sum amount initially equal to $8,925,065 (the “Grandfathered Payment”) which will be paid in the form of a fixed number of shares of the Company’s common stock. The fair value of the Grandfathered Payment was reclassified to stockholders’ equity. Additional shares of the Company’s common stock are credited with a value equal to any dividends declared and paid on the Company’s shares of common stock, calculated by reference to the closing price of the Company’s common stock on the payment date for such dividends (rounded up to the nearest whole number of shares). Refer to Note 13 – Benefit Plans for further information.

On the Effective Date, an amount equal to the Grandfathered Payment was invested in the Company’s common stock (“GEO Shares”). The number of the Company’s shares of common stock as of the Effective Date was equal to the Grandfathered Payment divided by the closing price of the Company’s common stock on the Effective Date (rounded up to the nearest whole number of shares), which equals 553,665 shares of the Company’s common stock. Additional shares of the Company’s common stock are credited with a value equal to any dividends declared and paid on the Company’s shares of common stock, calculated by reference to the closing price of the Company’s common stock on the payment date for such dividends (rounded up to the nearest whole number of shares).

The Company and its CEO entered into on May 27, 2021, and effective as of July 1, 2021, an Amended and Restated Executive Retirement Agreement which replaces the February 26, 2020 agreement. Refer to Note 15 – Subsequent Events for further information.

[3]	During the six months ended June 30, 2021 and 2020, the Company withheld shares through net share settlements to satisfy 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 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, 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. On April 7, 2021, GEO’s Board immediately suspended GEO’s quarterly dividend payments. Refer to Note 1 – Basis of Presentation for further information.

During the six months ended June 30, 2021 and the year ended December 31, 2020, GEO declared and paid the following regular cash distributions to its shareholders as follows:

Declaration Date	Record Date	Payment Date	Distribution Per Share		Aggregate Payment Amount (in millions)
February 3, 2020	February 14, 2020	February 21, 2020	$	0.48	$	58.2
April 6, 2020	April 17, 2020	April 24, 2020	$	0.48	$	58.5
July 7, 2020	July 17, 2020	July 24, 2020	$	0.48	$	58.5
October 6, 2020	October 16, 2020	October 23, 2020	$	0.34	$	41.5
January 15, 2021	January 25, 2021	February 1, 2021	$	0.25	$	30.5

Stock Buyback Program

On February 14, 2018, the Company announced that its Board authorized a stock buyback program authorizing the Company to repurchase up to a maximum of $200.0 million of its shares of common stock. The stock buyback program was to be funded primarily with cash on hand, free cash flow and borrowings under the Company's $900.0 million revolving credit facility (the "Revolver"). The program was effective through October 20, 2020. The stock buyback program was intended to be implemented through purchases made from time to time in the open market or in privately negotiated transactions, in accordance with applicable Securities and Exchange Commission ("SEC") requirements. The stock buyback program did not obligate the Company to purchase any specific amount of the Company's common stock and could have been suspended or extended at any time at the discretion of the Company's Board.

Automatic Shelf Registration on Form S-3

On October 30, 2020, the Company filed an automatic shelf registration on Form S-3 with 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. Each time the Company offers to sell securities, the Company will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities being offered. The shelf registration statement became automatically effective upon filing and is valid for three years.

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, 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, 2021
	(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, 2021	$	(9,207	)	$	(4,752	)	$	(8,630	)	$	(22,589	)
Current-period other comprehensive income (loss)		(636	)		311			1,782			1,457
Balance, June 30, 2021	$	(9,843	)	$	(4,441	)	$	(6,848	)	$	(21,132	)

	Six Months Ended June 30, 2020
	(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, 2020	$	(12,314	)	$	(1,476	)	$	(6,545	)	$	(20,335	)
Current-period other comprehensive income (loss)		(4,757	)		(4,675	)		213			(9,219	)
Balance, June 30, 2020	$	(17,071	)	$	(6,151	)	$	(6,332	)	$	(29,554	)

(1)

The foreign currency translation related to noncontrolling interests was not significant at June 30, 2021 or 2020.