Shareholders' Equity | 6. SHAREHOLDERS’ EQUITY The following table presents 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, 2020 and 2019 (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, 2020 Balance, March 31, 2020 121,386 $ 1,262 $ 1,247,068 $ (152,301 ) $ (33,499 ) 4,764 $ (104,184 ) $ (890 ) $ 957,456 Stock-based compensation expense — — 4,706 — — — — — 4,706 Restricted stock canceled (5 ) — — — — — — — — Dividends paid [1] — — — (58,457 ) — — — — (58,457 ) Other adjustment to additional 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 Three Months Ended June 30, 2019 Balance, March 31, 2019 121,187 $ 1,254 $ 1,213,922 $ (71,076 ) $ (21,366 ) 4,210 $ (95,175 ) $ (655 ) $ 1,026,904 Proceeds from exercise of stock options 42 — 739 — — — — — 739 Stock-based compensation expense — — 5,453 — — — — — 5,453 Restricted stock granted 10 — — — — — — — - Restricted stock canceled (32 ) — — — — — — — - Dividends paid [1] — — — (58,177 ) — — — — (58,177 ) Shares withheld for net settlements of share- based awards [3] — — — — — — — — - Transition adjustment for accounting standard adoption [4] — — — — — — — — - Issuance of common stock - ESPP 6 — 128 — — — — — 128 Net income (loss) — — — 41,914 — — — (78 ) 41,836 Other comprehensive income (loss) — — — — 4,650 — — 5 4,655 Balance, June 30, 2019 121,213 $ 1,254 $ 1,220,242 $ (87,339 ) $ (16,716 ) 4,210 $ (95,175 ) $ (728 ) $ 1,021,538 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, 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 ) Other adjustment to additional paid-in capital [2] — — 9,198 — — — — — 9,198 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 ) 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 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, 2019 Balance, January 1, 2019 120,585 $ 1,248 $ 1,210,916 $ (52,868 ) $ (23,618 ) 4,210 (95,175 ) $ (599 ) $ 1,039,904 Proceeds from exercise of stock options 64 — 1,072 — — — — — 1,072 Stock-based compensation expense — — 12,180 — — — — — 12,180 Restricted stock granted 788 8 (8 ) — — — — — - Restricted stock canceled (38 ) — — — — — — — - Dividends paid [1] — — — (116,122 ) — — — — (116,122 ) Shares withheld for net settlements of share- based awards [3] (198 ) (2 ) (4,170 ) — — — — — (4,172 ) Issuance of common stock - ESPP 12 — 252 — — — — — 252 Transition adjustment for accounting standard adoption (4) — — — (968 ) 968 Net income (loss) — — — 82,619 — — — (134 ) 82,485 Other comprehensive income (loss) — — — — 5,934 — — 5 5,939 Balance, June 30, 2019 121,213 $ 1,254 $ 1,220,242 $ (87,339 ) $ (16,716 ) 4,210 $ (95,175 ) $ (728 ) $ 1,021,538 [ 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 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. [ 3 ] During the three and six months ended June 30, 2020 and 2019, the Company withheld shares through net share settlements to satisfy statutory tax withholding requirements upon vesting of shares of restricted stock held by employees. [ 4 ] On January 1, 2019, the Company adopted Accounting Standard Update ("ASU") No. 2018-02 " Income Statement-Reporting Comprehensive Income-Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income 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, 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 six months ended June 30, 2020 and the year ended December 31, 2019, 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 4, 2019 February 15, 2019 February 22, 2019 $ 0.48 $ 57.9 April 3, 2019 April 15, 2019 April 22, 2019 $ 0.48 $ 58.2 July 9, 2019 July 19, 2019 July 26, 2019 $ 0.48 $ 58.2 October 14, 2019 October 25, 2019 November 1, 2019 $ 0.48 $ 58.2 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 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 will 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 is effective through October 20, 2020. The stock buyback program is 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 does not obligate the Company to purchase any specific amount of the Company's common stock and may be suspended or extended at any time at the discretion of the Company's Board. The Company repurchased 553,665 shares of its common stock under the program during the six months ended June 30, 2020. Refer to Note 13 – Benefit Plans for further information. The Company believes it has the ability to continue to fund the stock buyback program, its debt service requirements and its maintenance and growth capital expenditure requirements, while maintaining sufficient liquidity for other corporate purposes. Prospectus Supplement On October 20, 2017, the Company filed with the SEC an automatic shelf registration on Form S-3. Under this shelf registration, the Company may, from time to time, sell any combination of securities described in the prospectus in one or more offerings. Each time that 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. On November 9, 2017, 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 the Company’s common stock at an aggregate offering price of up to $150 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 common stock sold under this prospectus supplement during the six months ended June 30, 2020 or 2019. 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, 2020 (In thousands) Foreign currency translation adjustments, net of tax 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) (4,804 ) (4,675 ) 213 (9,266 ) Balance, June 30, 2020 $ (17,118 ) $ (6,151 ) $ (6,332 ) $ (29,601 ) Six Months Ended June 30, 2019 (In thousands) Foreign currency translation adjustments, net of tax Change in fair value of derivatives, net of tax Pension adjustments, net of tax Total Balance, January 1, 2019 $ (14,573 ) $ (5,746 ) $ (3,299 ) $ (23,618 ) Current-period comprehensive income (loss) before reclassifications 1,761 1,895 (605 ) 3,051 Amounts reclassified from other comprehensive income into earnings — 3,851 — 3,851 Net current-period comprehensive income (loss) 1,761 5,746 (605 ) 6,902 Balance, June 30, 2019 $ (12,812 ) $ - $ (3,904 ) $ (16,716 ) |