Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 06, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | The GEO Group, Inc. | |
Entity Central Index Key | 0000923796 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 122,387,739 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 1-14260 | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 65-0043078 | |
Entity Address, Address Line One | 4955 Technology Way | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | 561 | |
Local Phone Number | 893-0101 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | GEO | |
Security Exchange Name | NYSE |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 576,377 | $ 605,017 |
Operating expenses | 428,151 | 461,746 |
Depreciation and amortization | 34,117 | 33,327 |
General and administrative expenses | 48,479 | 53,782 |
Operating income | 65,630 | 56,162 |
Interest income | 6,202 | 5,438 |
Interest expense | (31,844) | (34,180) |
Gain on extinguishment of debt | 3,038 | 1,563 |
Gain on sales of real estate | 13,329 | 424 |
Income before income taxes and equity in earnings of affiliates | 56,355 | 29,407 |
Provision for income taxes | 7,936 | 6,546 |
Equity in earnings of affiliates, net of income tax provision of $340 and $444 respectively | 2,064 | 2,260 |
Net income | 50,483 | 25,121 |
Net loss attributable to noncontrolling interests | 61 | 60 |
Net income attributable to The GEO Group, Inc. | $ 50,544 | $ 25,181 |
Weighted-average common shares outstanding: | ||
Basic | 120,022 | 119,394 |
Diluted | 120,417 | 119,933 |
Basic: | ||
Net income per common share attributable to The GEO Group, Inc. - basic | $ 0.41 | $ 0.21 |
Diluted: | ||
Net income per common share attributable to The GEO Group, Inc. - diluted | 0.41 | 0.21 |
Dividends declared per share | $ 0.25 | $ 0.48 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Income tax provision on equity in earnings of affiliates | $ 340 | $ 444 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 50,483 | $ 25,121 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | (627) | (8,807) |
Pension liability adjustment, net of tax provision of $41 and $28, respectively | 156 | 107 |
Change in fair value of derivative instrument classified as cash flow hedge, net of tax (benefit) provision of $784 and $(1,207), respectively | 2,948 | (4,512) |
Total other comprehensive income (loss), net of tax | 2,477 | (13,212) |
Total comprehensive income | 52,960 | 11,909 |
Comprehensive loss attributable to noncontrolling interests | 63 | 108 |
Comprehensive income attributable to The GEO Group, Inc. | $ 53,023 | $ 12,017 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Tax provision on pension liability adjustment | $ 41 | $ 28 |
Tax provision (benefit) on loss on derivative instrument classified as a cash flow hedge | $ 784 | $ (1,207) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 289,391 | $ 283,524 |
Restricted cash and cash equivalents | 29,317 | 26,740 |
Accounts receivable, less allowance for doubtful accounts of $3,334 and $4,183, respectively | 346,817 | 362,668 |
Contract receivable, current portion | 6,357 | 6,283 |
Prepaid expenses and other current assets | 29,081 | 32,108 |
Total current assets | 700,963 | 711,323 |
Restricted Cash and Investments | 39,924 | 37,338 |
Property and Equipment, Net | 2,114,058 | 2,122,195 |
Assets Held for Sale | 6,926 | 9,108 |
Contract Receivable | 389,713 | 396,647 |
Operating Lease Right-of-Use Assets, Net | 125,269 | 124,727 |
Deferred Income Tax Assets | 36,604 | 36,604 |
Goodwill | 755,244 | 755,250 |
Intangible Assets, Net | 182,481 | 187,747 |
Other Non-Current Assets | 76,265 | 79,187 |
Total Assets | 4,427,447 | 4,460,126 |
Current Liabilities | ||
Accounts payable | 84,469 | 85,861 |
Accrued payroll and related taxes | 87,466 | 67,797 |
Accrued expenses and other current liabilities | 195,763 | 202,378 |
Operating lease liabilities, current portion | 28,223 | 29,080 |
Current portion of finance lease liabilities, long-term debt and non-recourse debt | 27,135 | 26,180 |
Total current liabilities | 423,056 | 411,296 |
Deferred Income Tax Liabilities | 30,726 | 30,726 |
Other Non-Current Liabilities | 114,521 | 115,555 |
Operating Lease Liabilities | 103,491 | 101,375 |
Finance Lease Liabilities | 2,890 | 2,988 |
Long-Term Debt | 2,494,987 | 2,561,881 |
Non-Recourse Debt | 317,603 | 324,223 |
Commitments and Contingencies (Note 11) | ||
Shareholders’ Equity | ||
Preferred stock, $0.01 par value, 30,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Common stock, $0.01 par value, 187,500,000 shares authorized, 127,154,970 and 126,153,173 issued and 122,302,598 and 121,318,175 outstanding, respectively | 1,272 | 1,262 |
Additional paid-in capital | 1,268,027 | 1,262,267 |
Distributions in excess of earnings | (202,834) | (222,892) |
Accumulated other comprehensive loss | (20,110) | (22,589) |
Treasury stock, 4,852,372 and 4,834,998 shares, at cost, respectively | (105,099) | (104,946) |
Total shareholders’ equity attributable to The GEO Group, Inc. | 941,256 | 913,102 |
Noncontrolling interests | (1,083) | (1,020) |
Total shareholders’ equity | 940,173 | 912,082 |
Total Liabilities and Shareholders’ Equity | $ 4,427,447 | $ 4,460,126 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,334 | $ 4,183 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 187,500,000 | 187,500,000 |
Common stock, shares issued (in shares) | 127,154,970 | 126,153,173 |
Common stock, shares outstanding (in shares) | 122,302,598 | 121,318,175 |
Treasury stock, shares (in shares) | 4,852,372 | 4,834,998 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flow from Operating Activities: | ||
Net income | $ 50,483 | $ 25,121 |
Net loss attributable to noncontrolling interests | 61 | 60 |
Net income attributable to The GEO Group, Inc. | 50,544 | 25,181 |
Adjustments to reconcile net income attributable to The GEO Group, Inc. to net cash provided by operating activities: | ||
Depreciation and amortization expense | 34,117 | 33,327 |
Stock-based compensation | 7,402 | 9,768 |
Gain on extinguishment of debt | (3,038) | (1,563) |
Amortization of debt issuance costs, discount and/or premium and other non-cash interest | 1,683 | 1,670 |
Provision for doubtful accounts | 614 | 25 |
Equity in earnings of affiliates, net of tax | (2,064) | (2,260) |
Dividends received from unconsolidated joint venture | 1,399 | 633 |
Loss on sale/disposal of property and equipment, net | 1,664 | 304 |
Gain on sales of real estate | (13,329) | (424) |
Changes in assets and liabilities, net of effects of acquisitions: | ||
Changes in accounts receivable, prepaid expenses and other assets | 26,846 | 53,210 |
Changes in contract receivable | 1,611 | 1,206 |
Changes in accounts payable, accrued expenses and other liabilities | 17,468 | 7,182 |
Net cash provided by operating activities | 124,917 | 128,259 |
Cash Flow from Investing Activities: | ||
Insurance proceeds - damaged property | 469 | 0 |
Proceeds from sale of property and equipment | 39 | 264 |
Proceeds from sales of real estate | 15,673 | 0 |
Proceeds from sale of assets held for sale | 0 | 1,300 |
Change in restricted investments | (2,191) | 3,363 |
Capital expenditures | (27,276) | (30,652) |
Net cash used in investing activities | (13,286) | (25,725) |
Cash Flow from Financing Activities: | ||
Proceeds from long-term debt | 240,000 | 96,000 |
Payments on long-term debt | (298,522) | (125,505) |
Payments on non-recourse debt | (1,755) | (1,362) |
Taxes paid related to net share settlements of equity awards | (1,901) | (2,632) |
Proceeds from issuance of common stock in connection with ESPP | 116 | 150 |
Payment for repurchases of common stock | 0 | (9,009) |
Debt issuance costs | (9,587) | 0 |
Cash dividends paid | (30,486) | (57,703) |
Net cash used in financing activities | (102,135) | (100,061) |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | (657) | (7,364) |
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | 8,839 | (4,891) |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period | 311,853 | 67,472 |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period | 320,692 | 62,581 |
Non-cash Investing and Financing activities: | ||
Right-of-use assets obtained from operating lease liabilities | 3,764 | 0 |
Equipment obtained from finance lease liabilities | 794 | 0 |
Dividends paid in treasury shares | 153 | 0 |
Conversion of pension liability to shares of common stock | 0 | 8,925 |
Capital expenditures in accounts payable and accrued expenses | $ 4,408 | $ 3,304 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The GEO Group, Inc., a Florida corporation, and subsidiaries (the “Company” or “GEO”) is a fully-integrated real estate investment trust (“REIT”) specializing in the ownership, leasing and management of secure facilities, processing centers and community reentry centers in the United States, Australia, South Africa and the United Kingdom. The Company owns, leases and operates a broad range of facilities including maximum, medium and minimum security facilities, processing centers, as well as community-based reentry facilities and offers an expanded delivery of rehabilitation services under its 'GEO Continuum of Care' platform. The 'GEO Continuum of Care' program integrates enhanced rehabilitative programs, which are evidence-based and include cognitive behavioral treatment and post-release services, and provides academic and vocational classes in life skills and treatment programs while helping individuals reintegrate into their communities. The Company develops new facilities based on contract awards, using its project development expertise and experience to design, construct and finance what it believes are state-of-the-art facilities that maximize security and efficiency. The Company provides innovative compliance technologies, industry-leading monitoring services, and evidence-based supervision and treatment programs for community-based parolees, probationers and pretrial defendants. The Company also provides secure transportation services for individuals as contracted domestically and in the United Kingdom through its joint venture GEO Amey PECS Ltd. (“GEOAmey”). At March 31, 2021, the Company’s worldwide operations include the management and/or ownership of approximately 92,000 beds at 116 facilities, including idle facilities, projects under development and recently awarded contracts, and also include the provision of community supervision services for more than 210,000 individuals, including over 100,000 through an array of technology products including radio frequency, GPS, and alcohol monitoring devices. The Company's unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States and the instructions to Form 10-Q and consequently do not include all disclosures required by Form 10-K. The accounting policies followed for quarterly financial reporting are the same as those disclosed in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2021 for the year ended December 31, 2020. The accompanying December 31, 2020 consolidated balance sheet has been derived from those audited financial statements. Additional information may be obtained by referring to the Company’s Form 10-K for the year ended December 31, 2020. In the opinion of management, all adjustments (consisting only of normal recurring items) necessary for a fair presentation of the financial information for the interim periods reported in this Quarterly Report on Form 10-Q have been made. Results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results for the entire year ending December 31, 2021, or for any other future interim or annual periods. Risks and uncertainties Executive Order On January 26, 2021, President Biden signed an executive order directing the United States Attorney General not to renew Department of Justice (“DOJ”) contracts with privately operated criminal detention facilities, as consistent with applicable law (the “Executive Order”). Two agencies of the DOJ, the Bureau of Prisons “(BOP”) and U.S. Marshals Service (“USMS”), utilize GEO’s services. The BOP houses inmates who have been convicted of federal crimes, and the USMS is generally responsible for detainees who are awaiting trial or sentencing in U.S. federal courts. GEO’s contracts with the BOP for its company-owned 1,940-bed Great Plains Correctional Facility, company-owned 1,732-bed Big Spring Correctional Facility, company-owned 1,800-bed Flightline Correctional Facility, and company-owned 1,800-bed North Lake Correctional Facility have renewal option periods that expire on May 31, 2021, November 30, 2021, November 30, 2021, and September 30, 2022, respectively. Additionally, the contracts with the BOP for the county owned and managed 1,800-bed Reeves County Detention Center I & II and the 1,376-bed Reeves County Detention Center III have renewal option periods that expire September 30, 2022 and June 30, 2022, respectively. The Company has a management agreement with Reeves County, Texas for the management oversight of these two county-owned facilities. In total, the Great Plains, Big Spring, Flightline, North Lake Correctional Facilities, Reeves County Detention Center I & II and Reeves County Detention Center III generated approximately $145 million in revenues during the year ended December 31, 2020. The BOP has experienced a decline in federal prison populations over the last several years, a trend that has more recently been accelerated by the COVID-19 global pandemic. As a result of the Executive Order and the decline in federal prison populations, the above described contracts with the BOP may not be renewed over the coming years. On March 5, 2021, the Company was notified by the BOP that it has decided to not exercise its contract renewal option for the company-owned, 1,940-bed Great Plains Correctional Facility in Oklahoma, when the contract base period expires on May 31, 2021. On March 25, 2021 the Company was notified that the BOP will terminate its contract with the county-owned and managed Reeves I & II effective May 10, 2021. On March 15, 2021, the Company announced that the USMS has decided to not exercise the contract renewal option for its company-owned, 222-bed Queens Detention Facility in New York, when the contract base period ended on March 31, 2021. Quarterly Dividends On April 7, 2021, GEO announced that its Board of Directors (the “Board”) had immediately suspended GEO’s quarterly dividend payments with the goal of maximizing the use of cash flows to repay debt, deleverage and internally fund growth. While GEO currently intends to maintain its corporate tax structure as a REIT, the Board is evaluating GEO’s corporate tax structure as a REIT. The Board’s evaluation of the current corporate tax structure and GEO’s REIT status is expected to take into consideration, among other factors, potential changes to GEO’s financial operating performance, as well as, potential changes to the Internal Revenue Code of 1986, as amended (the “Code”) applicable to U.S. corporations and REITs. As a part of this evaluation, GEO has engaged financial advisors and legal advisors to assist in evaluating various capital structure alternatives. The Board expects to conclude its evaluation in the fourth quarter of 2021, and should the Board determine to maintain GEO’s REIT status, an additional dividend payment may be required before year-end in order to meet the minimum REIT distribution requirements under the Code. COVID-19 In December 2019, a novel strain of coronavirus, now known as COVID-19 (“COVID-19”), was reported in Wuhan, China and has since extensively impacted the global health and economic environment. In January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. The Company has been closely monitoring the impact of the COVID-19 pandemic on all aspects of its business and geographies, including how it will impact those entrusted to its care and governmental partners. During the year ended December 31, 2020, the Company did incur disruptions from the COVID-19 pandemic but, it is unable to predict the overall future impact that the COVID-19 pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties related to the pandemic.The COVID-19 pandemic and related government-imposed mandatory closures, the efficacy and distribution of COVID-19 vaccines, shelter in-place restrictions and social distancing protocols and increased expenditures on engineering controls, personal protective equipment, diagnostic testing, medical expenses, temperature scanners, protective plexiglass barriers and increased sanitation have had, and will continue to have, a severe impact on global economic conditions and the environment in which the Company operates. Starting in early 2020, the Company began to observe negative impacts from the pandemic on its performance in its secure services business, specifically with its U.S. Immigration and Customs Enforcement (“ICE”) Processing Centers and U.S. Marshals Facilities, as a result of declines in crossings and apprehensions along the Southwest border and a decrease in court sentencing at the federal level. Various governmental agencies have also taken steps to decrease the number of those in custody to adhere to social distancing protocols. Additionally, the Company’s reentry services business conducted through its GEO Care business segment has also been negatively impacted, specifically its residential reentry centers and non-residential day reporting programs were impacted by declines in programs due to lower levels of referrals by federal, state and local agencies. Additionally, the Company has experienced the transmission of COVID-19 among detainees and staff at most of its facilities during 2020 and continuing into 2021. If the Company is unable to mitigate the transmission of COVID-19 at its facilities it could experience a material adverse effect on its financial position, results of operations and cash flows. Although the Company is unable to predict the duration or scope of the COVID-19 pandemic or estimate the extent of the negative financial impact to its operating results, an extended period of depressed economic activity necessitated to combating the disease, and the severity and duration of the related global economic crisis may adversely impact its future financial performance. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 2. GOODWILL AND OTHER INTANGIBLE ASSETS The Company has recorded goodwill as a result of its various business combinations. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the tangible assets and intangible assets acquired net of liabilities assumed, including noncontrolling interests. Changes in the Company's goodwill balances from January 1, 2021 to March 31, 2021 are as follows (in thousands): January 1, 2021 Foreign Currency Translation March 31, 2021 U.S. Secure Services $ 316,366 $ — $ 316,366 GEO Care [1] 438,443 — 438,443 International Services 441 (6 ) 435 Total Goodwill $ 755,250 $ (6 ) $ 755,244 [1] Net of accumulated loss on impairment of $21.1 million related to the Community Based reporting unit for an impairment charge incurred during the fourth quarter of 2020. As previously discussed in Note 1 – Basis of Presentation, on January 26, 2021, President Biden signed an Executive Order directing the United States Attorney General not to renew DOJ contracts with privately operated criminal detention facilities, as consistent with applicable law. The exact details regarding the timing scope and impacts of this plan is unknown, and uncertainties exist about the capacity of other DOJ facilities to absorb the populations which are currently housed in public-private partnerships. The Company considered the issuance of the Executive Order to be a “triggering event” that requires certain quantitative testing for potential impairment of goodwill for its U.S. Secure Services reporting unit. The quantitative testing performed during the quarter ended March 31, 2021 resulted in no impairment in the goodwill of the U.S. Secure Services reporting unit. The carrying value of the U.S. Secure Services reporting unit is all of the goodwill in the U.S. Secure Services segment in the table above. The calculated fair value of the U.S. Secure Services reporting unit exceeded its carrying value. The percentage that the fair value exceeded the carrying value was approximately 6%. The Company used a third-party valuation firm to determine the estimated fair value of the reporting unit using a discounted cash flow model which is dependent on several significant estimates and assumptions related to forecasts of future cash flows and the weighted average cost of capital, among other factors. A discount rate of 10% was utilized to adjust the cash flow forecasts based on the Company’s estimate of a market participant’s weighted-average cost of capital. Growth rates for sales, profits and other assumptions were determined using inputs from the Company’s long-term planning process. The Company also makes estimates for discount rates and other factors based on market conditions, historical experience and other economic factors. Additionally, management made certain assumptions relating to future re-activations and sales of certain idle facilities, including those where the BOP and USMS have recently notified the Company of its intention not to exercise upcoming renewal options and/or not to rebid contracts with upcoming contract expirations, A change in one or a combination of these assumptions could significantly impact the fair value of the reporting unit. For example, a 1% increase in the discount rate would cause the carrying value to exceed the fair value and trigger an impairment of approximately $76 million or 24% of the goodwill balance at March 31 2021 in the U.S. Secure Services reporting unit. Conversely, a 1% decrease in the discount rate would increase the percentage that the fair value exceeded the carrying value to 22%. Future impairment charges may be required on the Company’s goodwill, as the discounted cash flow model is subject to change based upon the Company’s performance, overall market conditions, the state of the credit markets and political environment. The Company will continue to monitor these relevant factors to determine if an additional interim impairment assessment is warranted. The Company has also recorded other finite and indefinite-lived intangible assets as a result of its various business combinations. The Company's intangible assets include facility management contracts, covenants not to compete, trade names and technology, as follows (in thousands): March 31, 2021 December 31, 2020 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Facility management contracts 16.3 $ 308,393 $ (173,739 ) $ 134,654 $ 308,398 $ (168,848 ) $ 139,550 Technology 7.3 33,700 (31,073 ) 2,627 33,700 (30,703 ) 2,997 Trade names Indefinite 45,200 — 45,200 45,200 — 45,200 Total acquired intangible assets $ 387,293 $ (204,812 ) $ 182,481 $ 387,298 $ (199,551 ) $ 187,747 Amortization expense was $5.3 million and $5.6 million for the three months ended March 31, 2021 and 2020, respectively. Amortization expense was primarily related to the U.S Secure Services and GEO Care segments' amortization of acquired facility management contracts. As of March 31, 2021, the weighted average period before the next contract renewal or extension for the acquired facility management contracts was approximately 2.1 years. Estimated amortization expense related to the Company's finite-lived intangible assets for the remainder of 2021 through 2025 and thereafter is as follows (in thousands): Fiscal Year Total Amortization Expense Remainder of 2021 $ 14,751 2022 18,133 2023 13,489 2024 9,756 2025 9,704 Thereafter 71,448 $ 137,281 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments Financial Assets Balance Sheet Groupings [Abstract] | |
Financial Instruments | 3. FINANCIAL INSTRUMENTS The following tables provide a summary of the Company’s significant financial assets and liabilities carried at fair value and measured on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands): Fair Value Measurements at March 31, 2021 Carrying Value at March 31, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Restricted investment: Rabbi Trust $ 37,940 $ — $ 37,940 $ — Fixed income securities 1,941 — 1,941 — Liabilities: Interest rate swap derivatives $ 2,282 $ — $ 2,282 $ — Fair Value Measurements at December 31, 2020 Carrying Value at December 31, 2020 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Restricted investments: Rabbi Trust $ 35,749 $ — $ 35,749 $ — Fixed income securities 1,932 — 1,932 — Liabilities: Interest rate swap derivatives $ 6,015 $ — $ 6,015 $ — The Company’s Level 2 financial instruments included in the tables above as of March 31, 2021 and December 31, 2020 consist of interest rate swap derivative liabilities held by GEO, the Company's rabbi trust established for a GEO employee and employer contributions to The GEO Group, Inc. Non-qualified Deferred Compensation Plan and an investment in Canadian dollar denominated fixed income securities. The interest rate swap derivative liabilities are valued using a discounted cash flow model based on projected borrowing rates. The Company's restricted investment in the rabbi trust is invested in Company-owned life insurance policies which are recorded at their cash surrender values. These investments are valued based on the underlying investments held in the policies' separate account. The underlying assets are equity and fixed income pooled funds that are comprised of Level 1 and Level 2 securities. The Canadian dollar denominated securities, not actively traded, are valued using quoted rates for these and similar securities. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | 4. FAIR VALUE OF ASSETS AND LIABILITIES The Company’s consolidated balance sheets reflect certain financial assets and liabilities at carrying value. The carrying value of certain debt instruments, if applicable, is net of unamortized discount. The following tables present the carrying values of those financial instruments and the estimated corresponding fair values at March 31, 2021 and December 31, 2020 (in thousands): Estimated Fair Value Measurements at March 31, 2021 Carrying Value as of March 31, 2021 Total Fair Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 289,391 $ 289,391 $ 289,391 $ — $ — Restricted cash and investments 31,301 31,301 31,301 — — Liabilities: Borrowings under senior credit facility $ 1,399,605 $ 1,267,235 $ — $ 1,267,235 $ — 5.125% Senior Notes due 2023 278,783 246,386 — 246,386 — 5.875% Senior Notes due 2024 225,293 180,240 — 180,240 — 6.00% Senior Notes due 2026 350,000 255,546 — 255,546 — 6.50% Exchangeable Senior Notes due 2026 230,000 240,693 — 240,693 — Non-recourse debt 338,481 338,481 — 338,481 — Estimated Fair Value Measurements at December 31, 2020 Carrying Value as of December 31, 2020 Total Fair Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 283,524 $ 283,524 $ 283,524 $ — $ — Restricted cash and investments 28,329 28,329 28,329 — — Liabilities: Borrowings under senior credit facility $ 1,474,437 $ 1,342,066 $ — $ 1,342,066 $ — 5.875% Senior Notes due 2022 193,958 192,736 — 192,736 — 5.125% Senior Notes due 2023 281,783 256,096 — 256,096 — 5.875% Senior Notes due 2024 242,500 202,458 — 202,458 — 6.00% Senior Notes due 2026 350,000 279,493 — 279,493 — Non-recourse debt 344,614 344,632 — 344,632 — The fair values of the Company’s cash and cash equivalents, and restricted cash and investments approximates the carrying values of these assets at March 31, 2021 and December 31, 2020. Restricted cash consists of money market funds, bank deposits, commercial paper and time deposits used for asset replacement funds and other funds contractually required to be maintained at the Company's Australian subsidiary. The fair value of the money market funds and bank deposits is based on quoted market prices (Level 1) and the fair value of commercial paper and time deposits is based on market prices for similar instruments (Level 2). The fair values of the Company's 5.875% senior unsecured notes due 2022 ("5.875% Senior Notes due 2022"), 5.875% senior unsecured notes due 2024 ("5.875% Senior Notes due 2024"), 6.00% senior unsecured notes due 2026 (“6.00% Senior Notes”), the 5.125% senior unsecured notes due 2023 ("5.125% Senior Notes") and the 6.50% exchangeable senior unsecured notes due 2026 (“Convertible Notes” or “6.50% Exchangeable Notes due 2026”) although not actively traded, are based on published financial data for these instruments. On February 25, 2021, the Company completed a private offering of $230 million aggregate principal amount of 6.50% exchangeable senior unsecured notes due 2026. The Company used the net proceeds from this offering to fund the redemption of the then outstanding amount of the Company’s 5.875% Senior Notes due 2022. Refer to Note 10 – Debt for further information. The fair values of the Company's non-recourse debt related to the Washington Economic Development Finance Authority ("WEDFA") and the Company’s Australian subsidiary are estimated based on market prices of similar instruments. The fair value of borrowings under the senior credit facility is based on an estimate of trading value considering the Company’s borrowing rate, the undrawn spread and similar instruments. |
Restricted Cash and Cash Equiva
Restricted Cash and Cash Equivalents | 3 Months Ended |
Mar. 31, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Restricted Cash and Cash Equivalents | 5. RESTRICTED CASH AND CASH EQUIVALENTS The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported on the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: March 31, 2021 March 31, 2020 Cash and cash equivalents $ 289,391 $ 32,414 Restricted cash and cash equivalents - current 29,317 27,865 Restricted cash and investments - non-current 39,924 27,271 Less Restricted investments - non-current (37,940 ) (24,969 ) Total cash, cash equivalents and restricted cash and cash equivalents shown in the statement of cash flows $ 320,692 $ 62,581 Amounts included in restricted cash and cash equivalents are attributable to certain contractual cash restriction requirements at the Company's wholly owned Australian subsidiary related to non-recourse debt and asset replacement funds contractually required to be maintained and other guarantees. Restricted investments - non-current (included in Restricted Cash and Investments in the accompanying consolidated balance sheets) consists of the Company's rabbi trust established for an employee and employer contributions to The GEO Group, Inc. Non-qualified Deferred Compensation Plan and is not considered to be a restricted cash equivalent. Refer to Note 3 - Financial Instruments. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
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, 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 March 31, 2021 Balance, January 1, 2021 121,318 $ 1,262 $ 1,262,267 $ (222,892 ) $ (22,589 ) 4,835 $ (104,946 ) $ (1,020 ) $ 912,082 Stock-based compensation expense — — 7,402 — — — — — 7,402 Restricted stock granted 1,248 12 (12 ) — — — — — — Restricted stock canceled (18 ) — — — — — — — — Dividends paid [1] — — — (30,486 ) — — — — (30,486 ) Other adjustment to additional paid-in capital [2] — — 153 — — — — — 153 Purchase of treasury shares [2] (17 ) — — — — 17 (153 ) — (153 ) Shares withheld for net settlements of share- based awards [3] (243 ) (2 ) (1,899 ) — — — — — (1,901 ) Issuance of common stock - ESPP 15 — 116 — — — — — 116 Net income (loss) — — — 50,544 — — — (61 ) 50,483 Other comprehensive income (loss) — — — — 2,479 — — (2 ) 2,477 Balance, March 31, 2021 122,303 $ 1,272 $ 1,268,027 $ (202,834 ) $ (20,110 ) 4,852 $ (105,099 ) $ (1,083 ) $ 940,173 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 March 31, 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 0 — 0 — — — — — - Stock-based compensation expense — — 9,768 — — — — — 9,768 Restricted stock granted 900 9 (9 ) — — — — — - Restricted stock canceled (21 ) — — — — — — — - Dividends paid [1] — — — (57,703 ) — — — — (57,703 ) Other adjustment to paid-in capital [2] 8,925 8,925 Purchase of treasury shares (554 ) — — — — 554 (9,009 ) (9,009 ) Shares withheld for net settlements of share- based awards [3] (174 ) (2 ) (2,630 ) — — — — — (2,632 ) Issuance of common stock - ESPP 10 1 149 — — — — — 150 Net income (loss) — — — 25,181 — — — (60 ) 25,121 Other comprehensive income (loss) — — — — (13,164 ) — — (48 ) (13,212 ) Balance, March 31, 2020 121,386 $ 1,262 $ 1,247,068 $ (152,301 ) $ (33,499 ) 4,764 $ (104,184 ) $ (890 ) $ 957,456 [ 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. [ 3 ] During the three months ended March 31, 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 15 – Subsequent Events for further information. During the three months ended March 31, 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: Three Months Ended March 31, 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) (626 ) 2,949 156 2,479 Balance, March 31, 2021 $ (9,833 ) $ (1,803 ) $ (8,474 ) $ (20,110 ) Three Months Ended March 31, 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) (8,759 ) (4,512 ) 107 (13,164 ) Balance, March 31, 2020 $ (21,073 ) $ (5,988 ) $ (6,438 ) $ (33,499 ) (1) The foreign currency translation related to noncontrolling interests was not significant at March 31, 2021 or 2020. |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans | 7. EQUITY INCENTIVE PLANS The Board adopted The GEO Group, Inc. Amended and Restated 2018 Stock Incentive Plan (the "2018 Amended and Restated Plan"), which was approved by the Company's shareholders on April 28, 2021. The 2018 Amended and Restated Plan supersedes the previous 2018 Stock Incentive Plan. As of the date the 2018 Amended and Restated Plan was adopted, it provided for a reserve of an additional 16,800,000 shares of common stock that may be issued pursuant to awards granted under the 2018 Amended and Restated Plan. Stock Options The Company uses a Black-Scholes option valuation model to estimate the fair value of each time-based or performance-based option awarded. For options granted during the three months ended March 31, 2021, the fair value was estimated using the following assumptions: (i) volatility of 43.28%; (ii) expected term of 5 years; (iii) risk free interest rate of 0.24%; and (iv) expected dividend yield of 13.30%. A summary of the activity of stock option awards issued and outstanding under Company plans was as follows for the three months ended March 31, 2021: Shares Wtd. Avg. Exercise Price Wtd. Avg. Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) (in thousands) Options outstanding at January 1, 2021 1,951 $ 22.07 6.62 $ — Options granted 477 7.52 Options exercised — — Options forfeited/canceled/expired (115 ) 16.38 Options outstanding at March 31, 2021 2,313 $ 19.35 7.21 $ 112 Options vested and expected to vest at March 31, 2021 2,169 $ 19.84 7.70 $ 93 Options exercisable at March 31, 2021 1,303 $ 24.22 5.75 $ — On March 1, 2021, the Company granted approximately 477,000 options to certain employees which had a per share grant date fair value of $0.79. For the three months ended March 31, 2021 and 2020, the amount of stock-based compensation expense related to stock options was $0.2 million and $0.3 million, respectively. As of March 31, 2021, the Company had $1.7 million of unrecognized compensation costs related to non-vested stock option awards that are expected to be recognized over a weighted average period of 2.6 years. Restricted Stock Compensation expense for nonvested stock awards is recorded over the vesting period based on the fair value at the date of grant. Generally, the restricted stock awards vest in equal increments over either a three or four-year A summary of the activity of restricted stock outstanding is as follows for the three months ended March 31, 2021: Shares Wtd. Avg. Grant Date Fair Value (in thousands) Restricted stock outstanding at January 1, 2021 2,154 $ 20.61 Granted 1,248 7.45 Vested (785 ) 22.03 Forfeited/canceled (18 ) 15.16 Restricted stock outstanding at March 31, 2021 2,599 $ 13.31 On March 1, 2021, the Company granted approximately 1,248,000 shares of restricted stock to certain employees and executive officers. Of these awards, 644,000 are market and performance-based awards which will be forfeited if the Company does not achieve certain annual metrics during 2021, 2022 and 2023. The vesting of these performance-based restricted stock grants are subject to the achievement by GEO of two annual performance metrics as follows: (i) up to 50% of the shares of restricted stock ("TSR Target Award") can vest at the end of a three year performance period if GEO meets certain total shareholder return ("TSR") performance targets, as compared to the total shareholder return of a peer group of companies, over a three year period from January 1, 2021 to December 31, 2023 and (ii) up to 50% of the shares of restricted stock ("ROCE Target Award") can vest at the end of a three year period if GEO meets certain return on capital employed ("ROCE") performance targets over a three year period from January 1, 2021 to December 31, 2023. These market and performance awards can vest at between 0% and 200% of the target awards for both metrics. The number of shares shown for the performance-based awards is based on the target awards for both metrics. The metric related to ROCE is considered to be a performance condition. For share-based awards that contain a performance condition, the achievement of the targets must be probable before any share-based compensation expense is recorded. The Company reviews the likelihood of which target in the range will be achieved and if deemed probable, compensation expense is recorded at that time. If subsequent to initial measurement there is a change in the estimate of the probability of meeting the performance condition, the effect of the change in the estimated quantity of awards expected to vest is recognized by cumulatively adjusting compensation expense. If ultimately the performance targets are not met, for any awards where vesting was previously deemed probable, previously recognized compensation expense will be reversed in the period in which vesting is no longer deemed probable. The fair value of these awards was determined based on the closing price of the Company's common stock on the date of grant. The metric related to TSR is considered to be a market condition. For share-based awards that contain a market condition, the probability of satisfying the market condition must be considered in the estimate of grant-date fair value and previously recorded compensation expense is not reversed if the market condition is never met. The fair value of these awards was determined based on a Monte Carlo simulation, which calculates a range of possible outcomes and the probabilities that they will occur, using the following key assumptions: (i) volatility of 46.9%; (ii) beta of 0.79; and (iii) risk free rate of 0.24%. For the three months ended March 31, 2021 and 2020, the Company recognized $7.2 million and $9.5 million, respectively, of compensation expense related to its restricted stock awards. As of March 31, 2021, the Company had $27.2 million of unrecognized compensation costs related to non-vested restricted stock awards, including non-vested restricted stock awards with performance-based and market-based vesting, that are expected to be recognized over a weighted average period of 2.5 years. Employee Stock Purchase Plan The Company previously adopted The GEO Group Inc. 2011 Employee Stock Purchase Plan (the “Plan or "ESPP”) effective July 9, 2011. The Company has since amended and restated the Plan (the “Amended ESPP”) which was approved by the Company’s shareholders on April 28, 2021 and will become effective on July 9, 2021. The purpose of the Amended ESPP, which is qualified under Section 423 of the Code is to encourage stock ownership through payroll deductions by the employees of GEO and designated subsidiaries of GEO in order to increase their identification with the Company’s goals and secure a proprietary interest in the Company’s success. These deductions are used to purchase shares of the Company’s common stock at a 5% discount from the then current market price. The maximum number of shares of common stock reserved for issuance over the term of the Amended ESPP on the amended effective date shall not exceed 506,023 shares. The Amended ESPP is considered to be non-compensatory. As such, there is no compensation expense required to be recognized. Share purchases under the Amended ESPP are made on the last day of each month. During the three months ended March 31, 2021, 14,770 shares of the Company's common stock were issued in connection with the Amended ESPP. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. EARNINGS PER SHARE Basic earnings per share of common stock is computed by dividing the net income attributable to The GEO Group, Inc. available to common stockholders by the weighted-average number of common shares outstanding for the period. Net income attributable to The GEO Group, Inc. available to common stockholders represents net income attributable to The GEO Group reduced by an allocation of earnings to participating securities. The 6.50% Exchangeable Notes due 2026, which contain non-forfeitable rights to dividends declared and paid on the shares of common stock, are participating securities and are included in the computation of earnings per share pursuant to the two-class method. Diluted EPS is calculated under the if-converted method and the two-class method for each class of shareholders using the weighted average number of shares attributable to each class. The calculation that results in the lowest diluted earnings per share amount for common stock is reported in the Company’s financial statements. The if-converted method includes the dilutive effect of potential common shares related to the 6.50% Exchangeable Notes due 2026, if any. Basic and diluted earnings per share were calculated for the three months ended March 31, 2021 and 2020 as follows (in thousands, except per share data): Three Months Ended March 31, 2021 March 31, 2020 Net income $ 50,483 $ 25,121 Net loss attributable to noncontrolling interests 61 60 Less: Undistributed income allocable to participating securities (1,420 ) - Net income attributable to The GEO Group, Inc. available to common stockholders 49,124 25,181 Basic earnings per share attributable to The GEO Group, Inc. available to common stockholders: Weighted average shares outstanding 120,022 119,394 Per share amount $ 0.41 $ 0.21 Diluted earnings per share attributable to The GEO Group, Inc. available to common stockholders: Weighted average shares outstanding 120,022 119,394 Dilutive effect of equity incentive plans 395 539 Weighted average shares assuming dilution 120,417 119,933 Per share amount $ 0.41 $ 0.21 For the three months ended March 31, 2021, 2,067,461 weighted average shares of common stock underlying options were excluded from the computation of diluted earnings per share ("EPS") because the effect would be anti-dilutive. There were 1,021,859 common stock equivalents from restricted shares that were anti-dilutive for the period. For the three months ended March 31, 2020, 1,626,201 weighted average shares of common stock underlying options were excluded from the computation of diluted EPS because the effect would be anti-dilutive. There were 967,784 common stock equivalents from restricted shares that were anti-dilutive for the period. On February 25, 2021, the Company’s wholly-owned subsidiary, GEO Corrections Holdings, Inc. (“GEOCH”), completed a private offering of $230 million aggregate principal amount of 6.50% Exchangeable Senior Unsecured Notes due 2026. Refer to Note 10 – Debt for additional information. As of March 31, 2021, conditions had not been met to exchange the 6.50% Exchangeable Notes due 2026 into shares of the Company’s common stock. Approximately 9.1 million shares of potential common shares associated with the conversion option embedded in the convertible notes were excluded from the computation for the three months ended March 31, 2021 as the Company’s average stock price during the period was lower than the exchange price. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 9. DERIVATIVE FINANCIAL INSTRUMENTS The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in interest rates. The Company measures its derivative financial instruments at fair value. In August 2019, the Company entered into two interest rate swap agreements in the aggregate notional amount of $44.3 million to fix the interest rate on certain of its variable rate debt to 4.22%. The Company has designated these interest rate swaps as hedges against changes in the cash flows of two identical promissory notes (the "Notes") which are secured by loan agreements and mortgage and security agreements on certain real property and improvements. The Company has determined that the swaps have payment, expiration dates, and provisions that coincide with the terms of the Notes and are therefore considered to be effective cash flow hedges. Accordingly, the Company records the change in fair value of the interest rate swaps as accumulated other comprehensive income, net of applicable taxes. Total unrealized gains recorded in other comprehensive income, net of tax, related to these cash flow hedges was $2.9 million during the three months ended March 31, 2021 . The total fair value of the swap liabilities as of March 31, 2021 was $2.3 million and is recorded as a component of Other Non-Current liabilities within the accompanying consolidated balance sheet. There was no material ineffectiveness for the period presented. The Company does not expect to enter into any transactions during the next twelve months which would result in reclassification into earnings or losses associated with these swaps currently reported in accumulated other comprehensive income (loss). Refer to Note 1 0 - Debt for additional information. The Company’s Australian subsidiary had previously entered into interest rate swap agreements to fix the interest rate on its variable rate non-recourse debt related to a project in Ravenhall, a locality near Melbourne, Australia to 4.2%. The Company had previously determined that the swaps had payment, expiration dates, and provisions that coincided with the terms of the non-recourse debt and were therefore considered to be effective cash flow hedges. Accordingly, the Company recorded the change in the fair value of the interest rate swaps in accumulated other comprehensive income, net of applicable income taxes. On May 22, 2019, the Company refinanced the associated debt and terminated the swap agreements which resulted in the reclassification of $3.9 million into losses that were previously reported in accumulated other comprehensive income. Refer to Note 10 - Debt for additional information. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 10. DEBT Debt outstanding as of March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, 2021 December 31, 2020 Senior Credit Facility: Term loan $ 768,000 $ 770,000 Unamortized discount on term loan (1,566 ) (1,705 ) Unamortized debt issuance costs on term loan (3,715 ) (4,043 ) Revolver 631,605 704,437 Total Senior Credit Facility 1,394,324 1,468,689 6.50% Exchangeable Senior Notes: Notes Due in 2026 230,000 — Unamortized debt issuance costs (9,404 ) — Total 6.50% Exchangeable Senior Notes Due in 2026 220,596 — 6.00% Senior Notes: Notes Due in 2026 350,000 350,000 Unamortized debt issuance costs (3,562 ) (3,709 ) Total 6.00% Senior Notes Due in 2026 346,438 346,291 5.875% Senior Notes: Notes Due in 2024 225,293 242,500 Unamortized debt issuance costs (1,750 ) (2,000 ) Total 5.875% Senior Notes Due in 2024 223,543 240,500 5.125% Senior Notes: Notes Due in 2023 278,783 281,783 Unamortized debt issuance costs (1,841 ) (2,033 ) Total 5.125% Senior Notes Due in 2023 276,942 279,750 5.875% Senior Notes: Notes Due in 2022 — 193,958 Unamortized debt issuance costs — (710 ) Total 5.875% Senior Notes Due in 2022 — 193,248 Non-Recourse Debt 338,481 344,614 Unamortized debt issuance costs on non-recourse debt (5,108 ) (5,237 ) Unamortized discount on non-recourse debt (17 ) (25 ) Total Non-Recourse Debt 333,356 339,352 Finance Lease Liabilities 5,262 5,029 Other debt 42,154 42,413 Total debt 2,842,615 2,915,272 Current portion of finance lease liabilities, long-term debt and non-recourse debt (27,135 ) (26,180 ) Finance Lease Liabilities, long-term portion (2,890 ) (2,988 ) Non-Recourse Debt, long-term portion (317,603 ) (324,223 ) Long-Term Debt $ 2,494,987 $ 2,561,881 Amended Credit Agreement On June 12, 2019, GEO entered into Amendment No. 2 to Third Amended and Restated Credit Agreement (the "Credit Agreement") by and among the refinancing lenders party thereto, the other lenders party thereto, GEO and GEO Corrections Holdings, Inc. and the administrative agent. Under the amendment, the maturity date of the revolver component of the Credit Agreement was extended to May 17, 2024. The borrowing capacity under the amended revolver remains at $900.0 million, and its pricing remains unchanged currently bearing interest at LIBOR plus 2.25%. As a result of the transaction, the Company incurred a loss on extinguishment of debt of $1.2 million during 2019 related to certain unamortized deferred loan costs. Additionally, loan costs of $4.7 million were incurred and capitalized in connection with the transaction. The Credit Agreement evidences a credit facility (the "Credit Facility") consisting of a $792.0 million term loan bearing interest at LIBOR plus 2.00% (with a LIBOR floor of 0.75%), and a $900.0 million revolver initially bearing interest at LIBOR plus 2.25% (with no LIBOR floor) together with AUD275 million, or $196 million, based on exchange rates as of March 31, 2021, available solely for the issuance of financial letters of credit and performance letters of credit, in each case denominated in Australian Dollars under the Australian Dollar Letter of Credit Facility (the "Australian LC Facility"). As of March 31, 2021, there were no letters of credit issued under the Australian LC Facility. Amounts to be borrowed by GEO under the Credit Agreement are subject to the satisfaction of customary conditions to borrowing. The term loan component is scheduled to mature on March 23, 2024. The revolving credit commitment component is scheduled to mature on May 17, 2024. The Credit Agreement also has an accordion feature of $450.0 million, subject to lender demand and prevailing market conditions and satisfying the relevant borrowing conditions. The Credit Agreement contains certain customary representations and warranties, and certain customary covenants that restrict GEO’s ability to, among other things (i) create, incur or assume any indebtedness, (ii) create, incur, assume or permit liens, (iii) make loans and investments, (iv) engage in mergers, acquisitions and asset sales, (v) make certain restricted payments, (vi) issue, sell or otherwise dispose of capital stock, (vii) engage in transactions with affiliates, (viii) allow the total leverage ratio to exceed 6.25 to 1.00, allow the senior secured leverage ratio to exceed 3.50 to 1.00, or allow the interest coverage ratio to be less than 3.00 to 1.00, (ix) cancel, forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value any senior notes, except as permitted, (x) alter the business GEO conducts, and (xi) materially impair GEO’s lenders’ security interests in the collateral for its loans. Events of default under the Credit Agreement include, but are not limited to, (i) GEO’s failure to pay principal or interest when due, (ii) GEO’s material breach of any representation or warranty, (iii) covenant defaults, (iv) liquidation, reorganization or other relief relating to bankruptcy or insolvency, (v) cross default under certain other material indebtedness, (vi) unsatisfied final judgments over a specified threshold, (vii) certain material environmental liability claims asserted against GEO, and (viii) a change in control. All of the obligations under the Credit Agreement are unconditionally guaranteed by certain domestic subsidiaries of GEO and the Credit Agreement and the related guarantees are secured by a perfected first-priority pledge of substantially all of GEO’s present and future tangible and intangible domestic assets and all present and future tangible and intangible domestic assets of each guarantor, including but not limited to a first-priority pledge of all of the outstanding capital stock owned by GEO and each guarantor in their domestic subsidiaries. GEO Australasia Holdings Pty Ltd, GEO Australasia Finance Holdings Pty Ltd as trustee for the GEO Australasia Finance Holding Trust, and together with GEO Australasia Holdings, collectively (the “Australian Borrowers") are wholly owned foreign subsidiaries of GEO. GEO has designated each of the Australian Borrowers as restricted subsidiaries under the Credit Agreement. However, the Australian Borrowers are not obligated to pay or perform any obligations under the Credit Agreement other than their own obligations as Australian Borrowers under the Credit Agreement. The Australian Borrowers do not pledge any of their assets to secure any obligations under the Credit Agreement. On August 18, 2016, the Company executed a letter of offer providing for a bank guarantee line and bank guarantee/standby sub-facility in an aggregate amount of approximately AUD58 million, or $44.1 million, based on exchange rates in effect as of March 31, 2021 (collectively, the “Bank Guarantee Facility”). The Bank Guarantee Facility allows GEO to provide letters of credit to assure performance of certain obligations of its wholly owned subsidiary relating to its correctional facility in Ravenhall, located near Melbourne, Australia. The Bank Guarantee Facility is unsecured. The issuance of letters of credit under the Bank Guarantee Facility is subject to the satisfaction of the conditions precedent specified in the letter of offer. Letters of credit issued under the bank guarantee lines are due on demand and letters of credit issued under the bank guarantee/standby sub-facility cannot have a duration exceeding twelve months. The Bank Guarantee Facility may be terminated by the lender on 90 days written notice. As of March 31, 2021, there was AUD58 million in letters of credit issued under the Bank Guarantee Facility. As of March 31, 2021, the Company had approximately $768.0 million in aggregate borrowings outstanding under its term loan, approximately $631.6 million in borrowings under its revolver, and approximately $59.4 million in letters of credit which left approximately $209.0 million in additional borrowing capacity under the Revolver. The weighted average interest rate on outstanding borrowings under the Credit Agreement as of March 31, 2021 was 2.57%. 6.50% Exchangeable Senior Notes due 2026 On February 24, 2021, the Company’s wholly-owned subsidiary, GEO Corrections Holdings, Inc. (“GEOCH”), completed a private offering of $230 million aggregate principal amount of 6.50% exchangeable senior unsecured notes due 2026 (the “Convertible Notes”), which included the full exercise of the initial purchasers’ over-allotment option to purchase an additional $30 million aggregate principal amount of Convertible Notes. The Convertible Notes will mature on February 23, 2026, unless earlier repurchased or exchanged. The Convertible Notes bear interest at the rate of 6.50% per year plus an additional amount based on the dividends paid by the Company on its common stock, $0.01 par value per share. Interest on the notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021. Subject to certain restrictions on share ownership and transfer, holders may exchange the notes at their option prior to the close of business on the business day immediately preceding November 25, 2025, but only under the following circumstances: (1) during the five consecutive business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the exchange rate for the notes on each such trading day; or (2) upon the occurrence of certain specified corporate events. On or after November 25, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the notes, holders may exchange their notes at any time, regardless of the foregoing circumstances. Upon exchange of a note, GEO will pay or deliver, as the case may be, cash or a combination of cash and shares of the Company’s common stock. As of March 31, 2021, conditions had not been met to convert. Upon conversion, the Company will pay or deliver, as the case may be, cash or a combination of cash and shares of common stock. The initial conversion rate is 108.4011 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $9.225 per share of common stock). The conversion rate will be subject to adjustment in certain events. If the Company or GEOCH undergoes a fundamental change, holders may require GEOCH to purchase the notes in whole or in part for cash at a fundamental change purchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date. The Company used the net proceeds from this offering, including the exercise in full of the initial purchasers' over-allotment option to fund the redemption of the then outstanding amount of approximately $194.0 million of the Company’s 5.875% senior notes due 2022, to re-purchase additional senior notes and used remaining net proceeds to pay related transaction fees and expenses, and for general corporate purposes of the Company. As a result of the redemption, deferred loan costs in the amount of approximately $0.7 million were written off to loss on extinguishment of debt during the three months ended March 31, 2021. The notes were offered in the United States only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act, and outside of the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Neither the notes nor any of the shares of the Company’s common stock issuable upon exchange of the notes, if any, have been, or will be, registered under the Securities Act and, unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements under the Securities Act. The Company elected to early adopt ASU 2020-06, Debt – Debt with Conversion and Other Options and Derivatives and Hedging – Contracts in Entity’s Own Equity, on January 1, 2021. The new standard simplifies the accounting for convertible debt by removing the requirements to separately present certain conversion features in equity. In addition, the new standard also simplifies the guidance in ASC 815-40, Derivatives and Hedging – Contract in Entity’s Own Equity, by removing certain criteria that must be satisfied to classify a contract as equity. Finally, the new standard revises the guidance on calculating earnings per share. The Company determined under the guidance of the new standard that the embedded conversion option does not require bifurcation and all proceeds were allocated to the Convertible Notes as a single instrument and is included in Long-Term Debt in the accompanying consolidated balance sheets. The costs incurred in the issuance, including initial purchasers discount, totaling approximately $9.6 million, are classified as a cash outflow within the financing activities section in the consolidated statement of cash flows, and are also being amortized to expense over the term of the Convertible Notes. The Company did not have any convertible instruments during 2020. Because the Company currently intends to settle conversions by paying cash up to the principal amount of the Convertible Notes, with any excess conversion value settled in shares of common stock, the Convertible Notes are being accounted for using the net settlement method (or treasury stock-type method) for the purposes of calculating diluted earnings per share. Using this method, the denominator will be affected when the average share price of the Company's common stock for a given period is greater than the conversion price of approximately $9.225 per share. There was no dilutive impact for the three months ended March 31, 2021. 6.00% Senior Notes due 2026 Interest on the 6.00% Senior Notes accrues at the stated rate. The Company pays interest semi-annually in arrears on April 15 and October 15 of each year. On or after April 15, 2019, the Company may, at its option, redeem all or part of the 6.00% Senior Notes at the redemption prices set forth in the indenture governing the 6.00% Senior Notes. The indenture contains certain covenants, including limitations and restrictions on the Company and its subsidiary guarantors. 5.875% Senior Notes due 2024 Interest on the 5.875% Senior Notes due 2024 accrues at the stated rate. The Company pays interest semi-annually in arrears on April 15 and October 15 of each year. On or after October 15, 2019, the Company may, at its option, redeem all or part of the 5.875% Senior Notes due 2024 at the redemption prices set forth in the indenture governing the 5.875% Senior Notes due 2024. The indenture contains certain covenants, including limitations and restrictions on the Company and its subsidiary guarantors. 5.125% Senior Notes due 2023 Interest on the 5.125% Senior Notes accrues at the stated rate. The Company pays interest semi-annually in arrears on April 1 and October 1 of each year. On or after April 1, 2018, the Company may, at its option, redeem all or part of the 5.125% Senior Notes at the redemption prices set forth in the indenture governing the 5.125% Senior Notes. The indenture contains certain covenants, including limitations and restrictions on the Company and its subsidiary guarantors. 5.875% Senior Notes due 2022 Interest on the 5.875% Senior Notes due 2022 accrued at the stated rate. The Company paid interest semi-annually in arrears on January 15 and July 15 of each year. On or after January 15, 2017, the Company had a right, at its option, to redeem all or part of the 5.875% Senior Notes due 2022 at the redemption prices set forth in the indenture governing the 5.875% Senior Notes due 2022. The Company redeemed the outstanding amount of 5.875% Senior Notes due 2022 in March 2021. The indenture contains certain covenants, including limitations and restrictions on the Company and its subsidiary guarantors. Debt Repurchases On August 16, 2019, the Company's Board of Directors authorized the Company to repurchase and/or retire a portion of the 6.00% Senior Notes due 2026, the 5.875% Senior Notes due 2024, the 5.125% Senior Notes due 2023, the 5.875% Senior Notes due 2022 (collectively the "GEO Senior Notes") and the Company's term loan under its Amended Credit Agreement through cash purchases, in open market purchases, privately negotiated transactions, or otherwise, up to an aggregate maximum of $100.0 million, subject to certain limitations through December 31, 2020. During the first quarter of 2021, the 5.875% Senior Notes due 2022 were paid off in connection with the offering of the Convertible Notes discussed above. On February 11, 2021, the Board authorized a new repurchase program for repurchases/retirements of the above referenced Senior Notes and term loan, subject to certain limitations up to an aggregate maximum of $100.0 million through December 31, 2022. During the first quarter of 2021, the Company repurchased $3.0 million in aggregate principal amount of its 5.125% Senior Notes due 2023 at a weighted average price of 89.38% for a total cost of $2.7 million. Additionally, the Company repurchased $17.2 million in aggregate principal amount of its 5.875% Senior Notes due 2024 at a weighted average price of 79.51% for a total cost of $13.7 million. As a result of these repurchases, the Company recognized a gain on extinguishment of debt of $3.8 million during the first quarter of 2021. During the first quarter of 2020, the Company repurchased $5.5 million in aggregate principal amount of its 5.125% Senior Notes due 2023 at a weighted average price of 70.68% for a total cost of $3.9 million. As a result of these repurchases, the Company recognized a net gain on extinguishment of debt of $1.6 million during the first quarter of 2020. Non-Recourse Debt Northwest ICE Processing Center The remaining balance of the original debt service requirement under the $54.4 million note payable ("2011 Revenue Bonds") to WEDFA is $8.1 million, all of which is classified as current in the accompanying consolidated balance sheet as of March 31, 2021. The payment of principal and interest on the 2011 Revenue Bonds issued by WEDFA is non-recourse to GEO. The 2011 Revenue Bonds will mature in October 2021 with a fixed coupon rate of 5.25%. As of March 31, 2021, included in current restricted cash and cash equivalents is $6.7 million of funds held in trust for debt service and other reserves with respect to the above-mentioned note payable to WEDFA. Australia - Ravenhall In connection with a design and build project agreement with the State of Victoria, in September 2014, the Company entered into a syndicated facility agreement (the "Construction Facility") to provide debt financing for construction of the project. The Construction Facility provided for non-recourse funding up to AUD791 million, or approximately $601.8 million, based on exchange rates as of March 31, 2021. In accordance with the terms of the contract, upon completion and commercial acceptance of the project in late 2017, the State of Victoria made a lump sum payment of AUD310 million, or approximately $235.9 million, based on exchange rates as of March 31, 2021. The term of the Construction Facility was through September 2020 and bore interest at a variable rate quoted by certain Australian banks plus 200 basis points. On May 22, 2019, the Company completed an offering of AUD461.6 million, or $351.2 million, based on exchange rates as of March 31, 2021, aggregate principal amount of non-recourse senior secured notes due 2042 (the "Non-Recourse Notes"). The amortizing Non-Recourse Notes were issued by Ravenhall Finance Co Pty Limited in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The Non-Recourse Notes were issued with a coupon and yield to maturity of 4.23% with a maturity date of March 31, 2042. The net proceeds from this offering were used to refinance the outstanding Construction Facility and to pay all related fees, costs and expenses associated with the transaction. As a result of the transaction, the Company incurred a $4.5 million loss on extinguishment of debt related to swap termination fees and unamortized deferred costs associated with the Construction Facility. Additionally, loan costs of approximately $7.5 million were incurred and capitalized in connection with the offering. Other In August 2019, the Company entered into two identical Notes in the aggregate amount of $44.3 million which are secured by loan agreements and mortgage and security agreements on certain real property and improvements. The terms of the Notes are through September 1, 2034 and bear interest at LIBOR plus 200 basis points and are payable in monthly installments plus interest. The Company has entered into interest rate swap agreements to fix the interest rate to 4.22%. Included in the balance at March 31, 2021 is $0.7 million of deferred loan costs incurred in the transaction. Refer to Note 9 - Derivative Financial Instruments for further information. Guarantees Australia The Company has entered into a guarantee in connection with the operating performance of a facility in Australia. The obligation amounted to approximately AUD58 million, or $44.1 million, based on exchange rates as of March 31, 2021. The guarantee is secured by outstanding letters of credit under the Company's Revolver. At March 31, 2021, the Company also had seven other letters of credit outstanding under separate international facilities relating to performance guarantees of its Australian subsidiary totaling $10.2 million. Except as discussed above, the Company does not have any off-balance sheet arrangements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Litigation, Claims and Assessments On July 7, 2020, a purported shareholder class action lawsuit was filed against the Company, its Chief Executive Officer, George C. Zoley (“Mr. Zoley”), and its Chief Financial Officer, Brian R. Evans (“Mr. Evans”), in the U.S. District Court for the Southern District of Florida. On October 1, 2020, the Court entered an unopposed order appointing lead plaintiffs, approving the selection of counsel, dismissing the initial complaint, and setting a deadline for the filing of an amended complaint. On November 18, 2020, the lead plaintiffs filed a consolidated class action amended complaint. The amended complaint alleges that the Company and Messrs. Zoley and Evans––as well as J. David Donahue (“Mr. Donahue”), the Company’s former Senior Vice President and President of the U.S. Secure Services division, and Ann M. Schlarb (“Ms. Schlarb”), the Company’s Senior Vice President and President of the GEO Care division––made materially false and misleading statements and/or omissions related to GEO’s business––including quality of operations, corporate social responsibility, competitive strengths, business strategies, health and safety, sources of financing, dividend expectations, and COVID-19 procedures. The amended complaint is brought by lead plaintiffs James Michael DeLoach and Edward Oketola, individually and on behalf of a class consisting of all persons and entities––other than the defendants, the officers and directors of the Company, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which the defendants have or had a controlling interest––who purchased or otherwise acquired the Company’s securities during the alleged class period from November 7, 2018 to August 5, 2020, inclusive. The amended complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, and alleges that Messrs. Zoley, Evans, and Donahue and Ms. Schlarb violated Section 20(a) of the Exchange Act. The amended complaint seeks damages, interest, attorneys’ fees, expert fees, other costs, and such other relief as the court may deem proper. On December 18, 2020, the defendants filed a motion to dismiss the amended complaint. Lead plaintiffs filed their opposition to the motion to dismiss on January 19, 2021, and defendants’ reply was filed on February 2, 2021. The motion to dismiss is now fully briefed. As previously reported and described in the Company's periodic reports, including most recently in its Form 10-K for the year ended December 31, 2020, former civil immigration detainees at the Aurora ICE Processing Center filed a class action lawsuit on October 22, 2014, against the Company in the U.S. District Court for the District of Colorado. The complaint alleges that the Company was in violation of the Colorado Minimum Wages of Workers Act and the Federal Trafficking Victims Protection Act (“TVPA”). The plaintiff class claims that the Company was unjustly enriched because of the level of payment the detainees received for work performed at the facility, even though the voluntary work program as well as the wage rates and standards associated with the program that are at issue in the case are authorized by the Federal government under guidelines approved by the United States Congress. On July 6, 2015, the court found that detainees were not employees under the Colorado Minimum Wage Order and dismissed this claim. In February 2017, the Court granted the plaintiff-class’ motion for class certification on the TVPA and unjust enrichment claims. The plaintiff class seeks actual damages, compensatory damages, exemplary damages, punitive damages, restitution, attorneys’ fees and costs, and such other relief as the Court may deem proper. In the time since the Colorado suit was initially filed, three similar lawsuits have been filed - two in Washington and one in California. The first of the two Washington lawsuits was filed on September 9, 2017 by immigration detainees against the Company in the U.S. District Court for the Western District of Washington. The second lawsuit was filed on September 20, 2017 by the State Attorney General against the Company in the Superior Court of the State of Washington for Pierce County, which the Company removed to the U.S. District Court for the Western District of Washington on October 9, 2017. In California, a class-action lawsuit was filed on December 19, 2017 by immigration detainees against the Company in the U.S. District Court Eastern Division of the Central District of California. All three lawsuits allege violations of the respective state’s minimum wage laws. However, the California lawsuit, like the Colorado suit, also includes claims that the Company violated the TVPA and California's equivalent state statute. The California court certified a nationwide class which would allow the plaintiffs to primarily seek injunctive relief or policy changes at a number of facilities if they are successful on the merits of their claims. On July 2, 2019, the Company filed a Motion for Summary Judgment in the Washington Attorney General’s Tacoma lawsuit based on the Company’s position that its legal defenses prevent the case from proceeding to trial. The federal court in Washington denied the Company's Motion for Summary Judgment on August 6, 2019. However, on August 20, 2019, the United States Department of Justice filed a Statement of Interest, which asked the Washington court to revisit its prior denial of the Company's intergovernmental immunity defense in the case. While the Washington court ultimately elected not to dismiss the case at the time, its order importantly declared that the Company's intergovernmental immunity defense was legally viable, to be ultimately determined at trial. After putting them on “standby” for most of 2020 due to the COVID-19 pandemic, the trial court entered an order setting both suits for an estimated three-week trial beginning June 1, 2021. The court ordered a remote trial, but with the possibility of in-person proceedings. The order notes the Company’s exception to the remote trial setting. The Company filed a motion for reconsideration of the judge’s order setting a remote trial on April 8, 2021, requesting that the trial date be moved from June 1, 2021 to the earliest possible date after July 1, 2021, when the State of Washington plans to allow in-person trials to resume. On April 9, 2021, the Washington court denied the motion for reconsideration for an in-person trial, ruling that a “hybrid” trial, with some parts being conducted in-person with COVID-19 precautions, will begin on June 1, 2021. On April 28, 2021, the court ruled that the entire trial will be conducted remotely. The Company intends to take all necessary steps to vigorously defend itself and has consistently refuted the allegations and claims in these lawsuits. The Company has not recorded an accrual relating to these matters at this time, as a loss is not considered probable nor reasonably estimable at this stage of the lawsuits. On December 30, 2019, the Company filed a lawsuit for declaratory and injunctive relief challenging California’s newly enacted law - Assembly Bill 32 (AB-32) - which bars the federal government from engaging the Company or any other government contractors to provide detention services for illegal immigrants. The Company’s claims, as described in the lawsuit, are grounded in authoritative legal doctrine that under the Constitution’s Supremacy Clause, the federal government is free from regulation by any state. By prohibiting federal detention facilities in California, the suit argues AB-32 substantially interferes with the ability of U.S. Marshals Service (“USMS”) and ICE to carry out detention responsibilities for the federal government. Secondly, because AB-32 creates exceptions to the State of California when using the Company or any government contractors (to alleviate overcrowding), California’s statute unlawfully discriminates against the federal government. On December 31, 2019, GEO filed its motion for a preliminary injunction restraining California’s Governor and Attorney General from enforcing AB-32 against the Company’s detention facilities on behalf of USMS and ICE. On January 24, 2020, the United States filed a lawsuit challenging AB-32. The court heard motions for preliminary injunction from the Company and the United States on July 16, 2020. The court ordered the parties to submit supplemental briefing and indicated it wouldrender an opinion sometime after the filing deadline of August 18, 2020. On July 20, 2020 the court consolidated both lawsuits. On October 8, 2020, the court issued an order granting, in part, and denying in part, the Company and the Untied State’s motions and California’s motion to dismiss. Among other findings, the court (1) dismissed the Company’s intergovernmental immunity claims as well as the United States’ preemption claims as applied to ICE facilities; (2) found that the Company and the United States were likely to succeed on the preemption claims as applied to U.S. Marshals’ facilities and enjoined enforcing AB-32 against those facilities; and (3) refused to enjoin California from enforcing AB-32 against ICE contracts with the Company and the United States. The Company and the United States have appealed to the Ninth Circuit Court of Appeals. Oral argument is set for June 7, 2021. On April 29, 2021, the Company filed a lawsuit for declaratory and injunctive relief challenging the State of Washington’s newly enacted law – House Bill 1090 (EHB 1090) – that purports to prohibit the United States from using detention facilities operated by private contractors to house detainees in the custody of U.S. Immigration and Customs Enforcement (ICE). The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the results of these claims or proceedings cannot be predicted with certainty, and an unfavorable resolution of one or more of these claims or proceedings could have a material adverse effect on the Company's financial condition, results of operations or cash flows. The Company's accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The Company does not accrue for anticipated legal fees and costs but expenses those items as incurred. The nature of the Company's business exposes it to various types of third-party legal claims or litigation against the Company, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by prisoners or detainees, medical malpractice claims, product liability claims, intellectual property infringement claims, claims relating to employment matters (including, but not limited to, employment discrimination claims, union grievances and wage and hour claims), property loss claims, environmental claims, automobile liability claims, indemnification claims by its customers and other third parties, contractual claims and claims for personal injury or other damages resulting from contact with the Company's facilities, programs, electronic monitoring products, personnel or prisoners, including damages arising from a prisoner's escape or from a disturbance or riot at a facility. The Company accrues for legal costs associated with loss contingencies when those costs are probable and reasonably estimable. The Company does not expect the outcome of any pending claims or legal proceedings to have a material adverse effect on its financial condition, results of operations or cash flows. Other Assessment A state non-income tax audit completed in 2016 included tax periods for which the state tax authority had previously processed a substantial tax refund. At the completion of the audit fieldwork, the Company received a notice of audit findings disallowing deductions that were previously claimed by the Company, approved by the state tax authority and served as the basis for the approved refund claim. In early January 2017, the Company received a formal Notice of Assessment of Taxes and Demand for Payment from the taxing authority disallowing the deductions. The total tax, penalty and interest related to the assessment is approximately $19.4 million. The Company is appealing an administrative ruling and disagrees with the assessment and intends to take all necessary steps to vigorously defend its position. The Company has established a reserve based on its estimate of the most probable loss based on the facts and circumstances known to date and the advice of outside counsel in connection with this matter. CARES Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, allows employers to defer the deposit and payment of the employer's share of Social Security taxes. The deferral applies to deposits and payments of the employer’s share of Social Security tax that would otherwise be required to be made during the period beginning on March 27, 2020 and ending on December 31, 2020. The deferred amounts are due to be paid in two equal installments on December 31, 2021 and December 31, 2022. As a result of the CARES Act, the Company has deferred the payment of approximately $42.1 million related to these payroll taxes as of March 31, 2021. Commitments The Company currently has contractual commitments for a number of projects using Company financing. The Company’s management estimates that the cost of these existing active capital projects will be approximately $47.5 million of which $34.6 million was spent through the first three months of 2021. The Company estimates the remaining capital requirements related to these capital projects will be $12.9 million which will be spent through the remainder of 2021. Idle Facilities As of March 31, 2021, the Company was marketing eight of its idle facilities to potential customers. The carrying values of these idle facilities are included in Property and Equipment, Net in the accompanying consolidated balance sheets. The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that can be easily transferred for use at other facilities. There was no indication of impairment related to the Company's idle facilities at March 31, 2021. Design Net Carrying Value Facility Segment Capacity Date Idled 3/31/2021 D. Ray James Correctional Facility Secure Services 1,900 2021 $ 53,946 Moshannon Valley Correctional Facility Secure Services 1,878 2021 56,470 Rivers Correctional Facility Secure Services 1,450 2021 40,733 Queens Detention Facility Secure Services 222 2021 17,192 McFarland Female Community Reentry Facility Secure Services 300 2020 11,975 Perry County Correctional Facility Secure Services 690 2015 11,442 Coleman Hall GEO Care 350 2017 8,425 Cheyenne Mountain Recovery Center GEO Care 750 2020 17,542 Total 7,540 $ 217,725 |
Business Segments and Geographi
Business Segments and Geographic Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segments and Geographic Information | 12. BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION Operating and Reporting Segments The Company conducts its business through four reportable business segments: the U.S. Secure Services segment; the GEO Care segment; the International Services segment; and the Facility Construction & Design segment. The Company's segment revenues from external customers and a measure of segment profit are as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Revenues: U.S. Secure Services $ 387,011 $ 398,109 GEO Care 135,482 144,463 International Services 53,484 56,850 Facility Construction & Design [1] 400 5,595 Total revenues $ 576,377 $ 605,017 Operating income from segments: U.S. Secure Services $ 71,465 $ 74,009 GEO Care 35,459 30,275 International Services 7,172 5,650 Facility Construction & Design [1] 13 10 Operating income from segments $ 114,109 $ 109,944 General and Administrative Expenses (48,479 ) (53,782 ) Total Operating Income $ 65,630 $ 56,162 [1] Facility Construction & Design revenues relate to an expansion project at the Company's managed-only Fulham Correctional Centre in Australia which has been substantially completed. Pre-Tax Income Reconciliation of Segments The following is a reconciliation of the Company’s total operating income from its reportable segments to the Company’s income before income taxes and equity in earnings of affiliates (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Operating income from segments $ 114,109 $ 109,944 Unallocated amounts: General and administrative expenses (48,479 ) (53,782 ) Net interest expense (25,642 ) (28,742 ) Gain on extinguishment of debt 3,038 1,563 Gain on sales of real estate 13,329 424 Income before income taxes and equity in earnings of affiliates $ 56,355 $ 29,407 Equity in Earnings of Affiliates Equity in earnings of affiliates includes the Company’s 50% owned joint ventures in South African Custodial Services Pty. Limited (“SACS”), located in South Africa, and GEOAmey PECS Limited (“GEOAmey”), located in the United Kingdom. The Company's investments in these entities are accounted for under the equity method of accounting. The Company’s investments in these entities are presented as a component of Other Non-Current Assets in the accompanying consolidated balance sheets. The Company has recorded $0.9 million in earnings, net of tax, for SACS operations during the three months ended March 31, 2021, and $1.0 million in earnings, net of tax, for SACS operations during the three months ended March 31, 2020, which are included in equity in earnings of affiliates, net of income tax provision in the accompanying consolidated statements of operations. As of March 31, 2021 and December 31, 2020, the Company’s investment in SACS was $10.5 million and $11.1 million, respectively, and represents its share of cumulative reported earnings. The Company has recorded $1.1 million in earnings, net of tax, for GEOAmey's operations during the three months ended March 31, 2021, and $1.2 million in earnings, net of tax, for GEOAmey's operations during the three months ended March 31, 2020, which are included in equity in earnings of affiliates, net of income tax provision in the accompanying consolidated statements of operations. As of March 31, 2021 and December 31, 2020, the Company’s investment in GEOAmey was $10.6 million and $11.8 million, respectively, and represents its share of cumulative reported earnings. |
Benefit Plans
Benefit Plans | 3 Months Ended |
Mar. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | 13. BENEFIT PLANS The following table summarizes key information related to the Company’s pension plans and retirement agreements (in thousands): Three Months Ended March 31, 2021 Year Ended December 31, 2020 Change in Projected Benefit Obligation Projected benefit obligation, beginning of period $ 33,530 $ 37,551 Service cost 351 1,254 Interest cost 319 1,306 Actuarial gain — 3,180 Other reclassification [1] — (8,925 ) Benefits paid (216 ) (836 ) Projected benefit obligation, end of period $ 33,984 $ 33,530 Change in Plan Assets Plan assets at fair value, beginning of period $ — $ — Company contributions 216 836 Benefits paid (216 ) (836 ) Plan assets at fair value, end of period $ — $ — Unfunded Status of the Plan $ 33,984 $ 33,530 Three Months Ended March 31, 2021 March 31, 2020 Components of Net Periodic Benefit Cost Service cost $ 351 $ 313 Interest cost 319 326 Net loss 197 135 Net periodic pension cost $ 867 $ 774 [1] The Company has a non-qualified deferred compensation agreement with its CEO. The agreement provided for a lump sum cash payment upon retirement, no sooner than age 55. As of March 31, 2021, the CEO had reached age 55 and was eligible to receive the payment upon retirement. On February 26, 2020 (the "Effective Date"), the Company and its 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 (determined as of February 26, 2020) (the “Grandfathered Payment”) which will be paid in the form of a fixed number of shares of the Company’s common stock. The Grandfathered Payment will be delayed for six months and a day following the effective date of the CEO’s termination of employment in compliance with Section 409A of the Code. 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 has established several trusts for the purpose of paying the retirement benefit pursuant to the amended and restated executive retirement agreement. The trusts are revocable “rabbi trusts” and the assets of the trusts are subject to the claims of the Company’s creditors in the event of the Company’s insolvency. The Company repurchased shares of its outstanding common stock under its stock buyback program and contributed such shares to the trusts in order to fund the retirement benefit under the amended and restated executive retirement agreement. In accordance with Accounting Standards Codification (“ASC”) 710 – Compensation-General, the shares of common stock held in the rabbi trusts are classified as treasury stock. In addition, the amended and restated executive retirement agreement qualifies for equity accounting under ASC 710 and therefore, the fair value of the Grandfathered Payment has been reclassified to stockholders’ equity. The long-term portion of the pension liability as of March 31, 2021 and December 31, 2020 was $33.7 million and $33.2 million, respectively, and is included in Other Non-Current Liabilities in the accompanying consolidated balance sheets. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | 14. RECENT ACCOUNTING PRONOUNCEMENTS The Company implemented the following accounting standards during the three months ended March 31, 2021: In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options Derivatives and Hedging: Contracts in an Entity’s Own Equity In March 2020, the FASB issued ASU 2020-04, “Reference Reform Rate (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” In August 2018, the FASB issued ASU No. 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General (Topic 715.20) Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or are not expected to, have a material effect on the Company's results of operations or financial position. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS Quarterly Dividends On April 7, 2021, GEO announced that its Board had immediately suspended GEO’s quarterly dividend payments with the goal of maximizing the use of cash flows to repay debt, deleverage and internally fund growth. While GEO currently intends to maintain its corporate tax structure as a REIT, the Board is evaluating GEO’s corporate tax structure as a REIT. The Board’s evaluation of the current corporate tax structure and GEO’s REIT status is expected to take into consideration, among other factors, potential changes to GEO’s financial operating performance, as well as, potential changes to the Code applicable to U.S. corporations and REITs. As a part of this evaluation, GEO has engaged financial advisors and legal advisors to assist in evaluating various corporate structure alternatives. The Board expects to conclude its evaluation in the fourth quarter of 2021, and should the Board determine to maintain GEO’s REIT status, an additional dividend payment may be required before year-end in order to meet the minimum REIT distribution requirements under the Code. Senior Credit Facility On April 30, 2021 and May 4, 2021, the Company elected to draw down $20 million and $150 million, respectively in borrowings under its credit facility as a liquidity management strategy. In order to maintain maximum financial flexibility, the Company plans to maintain this liquidity on hand. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Risk And Uncertainties | Risks and uncertainties Executive Order On January 26, 2021, President Biden signed an executive order directing the United States Attorney General not to renew Department of Justice (“DOJ”) contracts with privately operated criminal detention facilities, as consistent with applicable law (the “Executive Order”). Two agencies of the DOJ, the Bureau of Prisons “(BOP”) and U.S. Marshals Service (“USMS”), utilize GEO’s services. The BOP houses inmates who have been convicted of federal crimes, and the USMS is generally responsible for detainees who are awaiting trial or sentencing in U.S. federal courts. GEO’s contracts with the BOP for its company-owned 1,940-bed Great Plains Correctional Facility, company-owned 1,732-bed Big Spring Correctional Facility, company-owned 1,800-bed Flightline Correctional Facility, and company-owned 1,800-bed North Lake Correctional Facility have renewal option periods that expire on May 31, 2021, November 30, 2021, November 30, 2021, and September 30, 2022, respectively. Additionally, the contracts with the BOP for the county owned and managed 1,800-bed Reeves County Detention Center I & II and the 1,376-bed Reeves County Detention Center III have renewal option periods that expire September 30, 2022 and June 30, 2022, respectively. The Company has a management agreement with Reeves County, Texas for the management oversight of these two county-owned facilities. In total, the Great Plains, Big Spring, Flightline, North Lake Correctional Facilities, Reeves County Detention Center I & II and Reeves County Detention Center III generated approximately $145 million in revenues during the year ended December 31, 2020. The BOP has experienced a decline in federal prison populations over the last several years, a trend that has more recently been accelerated by the COVID-19 global pandemic. As a result of the Executive Order and the decline in federal prison populations, the above described contracts with the BOP may not be renewed over the coming years. On March 5, 2021, the Company was notified by the BOP that it has decided to not exercise its contract renewal option for the company-owned, 1,940-bed Great Plains Correctional Facility in Oklahoma, when the contract base period expires on May 31, 2021. On March 25, 2021 the Company was notified that the BOP will terminate its contract with the county-owned and managed Reeves I & II effective May 10, 2021. On March 15, 2021, the Company announced that the USMS has decided to not exercise the contract renewal option for its company-owned, 222-bed Queens Detention Facility in New York, when the contract base period ended on March 31, 2021. Quarterly Dividends On April 7, 2021, GEO announced that its Board of Directors (the “Board”) had immediately suspended GEO’s quarterly dividend payments with the goal of maximizing the use of cash flows to repay debt, deleverage and internally fund growth. While GEO currently intends to maintain its corporate tax structure as a REIT, the Board is evaluating GEO’s corporate tax structure as a REIT. The Board’s evaluation of the current corporate tax structure and GEO’s REIT status is expected to take into consideration, among other factors, potential changes to GEO’s financial operating performance, as well as, potential changes to the Internal Revenue Code of 1986, as amended (the “Code”) applicable to U.S. corporations and REITs. As a part of this evaluation, GEO has engaged financial advisors and legal advisors to assist in evaluating various capital structure alternatives. The Board expects to conclude its evaluation in the fourth quarter of 2021, and should the Board determine to maintain GEO’s REIT status, an additional dividend payment may be required before year-end in order to meet the minimum REIT distribution requirements under the Code. COVID-19 In December 2019, a novel strain of coronavirus, now known as COVID-19 (“COVID-19”), was reported in Wuhan, China and has since extensively impacted the global health and economic environment. In January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. The Company has been closely monitoring the impact of the COVID-19 pandemic on all aspects of its business and geographies, including how it will impact those entrusted to its care and governmental partners. During the year ended December 31, 2020, the Company did incur disruptions from the COVID-19 pandemic but, it is unable to predict the overall future impact that the COVID-19 pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties related to the pandemic.The COVID-19 pandemic and related government-imposed mandatory closures, the efficacy and distribution of COVID-19 vaccines, shelter in-place restrictions and social distancing protocols and increased expenditures on engineering controls, personal protective equipment, diagnostic testing, medical expenses, temperature scanners, protective plexiglass barriers and increased sanitation have had, and will continue to have, a severe impact on global economic conditions and the environment in which the Company operates. Starting in early 2020, the Company began to observe negative impacts from the pandemic on its performance in its secure services business, specifically with its U.S. Immigration and Customs Enforcement (“ICE”) Processing Centers and U.S. Marshals Facilities, as a result of declines in crossings and apprehensions along the Southwest border and a decrease in court sentencing at the federal level. Various governmental agencies have also taken steps to decrease the number of those in custody to adhere to social distancing protocols. Additionally, the Company’s reentry services business conducted through its GEO Care business segment has also been negatively impacted, specifically its residential reentry centers and non-residential day reporting programs were impacted by declines in programs due to lower levels of referrals by federal, state and local agencies. Additionally, the Company has experienced the transmission of COVID-19 among detainees and staff at most of its facilities during 2020 and continuing into 2021. If the Company is unable to mitigate the transmission of COVID-19 at its facilities it could experience a material adverse effect on its financial position, results of operations and cash flows. Although the Company is unable to predict the duration or scope of the COVID-19 pandemic or estimate the extent of the negative financial impact to its operating results, an extended period of depressed economic activity necessitated to combating the disease, and the severity and duration of the related global economic crisis may adversely impact its future financial performance. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS The Company implemented the following accounting standards during the three months ended March 31, 2021: In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options Derivatives and Hedging: Contracts in an Entity’s Own Equity In March 2020, the FASB issued ASU 2020-04, “Reference Reform Rate (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” In August 2018, the FASB issued ASU No. 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General (Topic 715.20) Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or are not expected to, have a material effect on the Company's results of operations or financial position. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in the Company's Goodwill Balances | Changes in the Company's goodwill balances from January 1, 2021 to March 31, 2021 are as follows (in thousands): January 1, 2021 Foreign Currency Translation March 31, 2021 U.S. Secure Services $ 316,366 $ — $ 316,366 GEO Care [1] 438,443 — 438,443 International Services 441 (6 ) 435 Total Goodwill $ 755,250 $ (6 ) $ 755,244 [1] Net of accumulated loss on impairment of $21.1 million related to the Community Based reporting unit for an impairment charge incurred during the fourth quarter of 2020. |
Schedule of Intangible Assets | The Company's intangible assets include facility management contracts, covenants not to compete, trade names and technology, as follows (in thousands): March 31, 2021 December 31, 2020 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Facility management contracts 16.3 $ 308,393 $ (173,739 ) $ 134,654 $ 308,398 $ (168,848 ) $ 139,550 Technology 7.3 33,700 (31,073 ) 2,627 33,700 (30,703 ) 2,997 Trade names Indefinite 45,200 — 45,200 45,200 — 45,200 Total acquired intangible assets $ 387,293 $ (204,812 ) $ 182,481 $ 387,298 $ (199,551 ) $ 187,747 |
Estimated Amortization Expense for the Remainder | Estimated amortization expense related to the Company's finite-lived intangible assets for the remainder of 2021 through 2025 and thereafter is as follows (in thousands): Fiscal Year Total Amortization Expense Remainder of 2021 $ 14,751 2022 18,133 2023 13,489 2024 9,756 2025 9,704 Thereafter 71,448 $ 137,281 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments Financial Assets Balance Sheet Groupings [Abstract] | |
Fair Value Assets and Liabilities Measured on Recurring Basis | The following tables provide a summary of the Company’s significant financial assets and liabilities carried at fair value and measured on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands): Fair Value Measurements at March 31, 2021 Carrying Value at March 31, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Restricted investment: Rabbi Trust $ 37,940 $ — $ 37,940 $ — Fixed income securities 1,941 — 1,941 — Liabilities: Interest rate swap derivatives $ 2,282 $ — $ 2,282 $ — Fair Value Measurements at December 31, 2020 Carrying Value at December 31, 2020 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Restricted investments: Rabbi Trust $ 35,749 $ — $ 35,749 $ — Fixed income securities 1,932 — 1,932 — Liabilities: Interest rate swap derivatives $ 6,015 $ — $ 6,015 $ — |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Estimated Fair Value of Financial Instruments | The following tables present the carrying values of those financial instruments and the estimated corresponding fair values at March 31, 2021 and December 31, 2020 (in thousands): Estimated Fair Value Measurements at March 31, 2021 Carrying Value as of March 31, 2021 Total Fair Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 289,391 $ 289,391 $ 289,391 $ — $ — Restricted cash and investments 31,301 31,301 31,301 — — Liabilities: Borrowings under senior credit facility $ 1,399,605 $ 1,267,235 $ — $ 1,267,235 $ — 5.125% Senior Notes due 2023 278,783 246,386 — 246,386 — 5.875% Senior Notes due 2024 225,293 180,240 — 180,240 — 6.00% Senior Notes due 2026 350,000 255,546 — 255,546 — 6.50% Exchangeable Senior Notes due 2026 230,000 240,693 — 240,693 — Non-recourse debt 338,481 338,481 — 338,481 — Estimated Fair Value Measurements at December 31, 2020 Carrying Value as of December 31, 2020 Total Fair Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 283,524 $ 283,524 $ 283,524 $ — $ — Restricted cash and investments 28,329 28,329 28,329 — — Liabilities: Borrowings under senior credit facility $ 1,474,437 $ 1,342,066 $ — $ 1,342,066 $ — 5.875% Senior Notes due 2022 193,958 192,736 — 192,736 — 5.125% Senior Notes due 2023 281,783 256,096 — 256,096 — 5.875% Senior Notes due 2024 242,500 202,458 — 202,458 — 6.00% Senior Notes due 2026 350,000 279,493 — 279,493 — Non-recourse debt 344,614 344,632 — 344,632 — |
Restricted Cash and Cash Equi_2
Restricted Cash and Cash Equivalents (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported on the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: March 31, 2021 March 31, 2020 Cash and cash equivalents $ 289,391 $ 32,414 Restricted cash and cash equivalents - current 29,317 27,865 Restricted cash and investments - non-current 39,924 27,271 Less Restricted investments - non-current (37,940 ) (24,969 ) Total cash, cash equivalents and restricted cash and cash equivalents shown in the statement of cash flows $ 320,692 $ 62,581 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Changes in Shareholders' Equity that are Attributable to the Company's Shareholders and to Noncontrolling Interests | 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, 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 March 31, 2021 Balance, January 1, 2021 121,318 $ 1,262 $ 1,262,267 $ (222,892 ) $ (22,589 ) 4,835 $ (104,946 ) $ (1,020 ) $ 912,082 Stock-based compensation expense — — 7,402 — — — — — 7,402 Restricted stock granted 1,248 12 (12 ) — — — — — — Restricted stock canceled (18 ) — — — — — — — — Dividends paid [1] — — — (30,486 ) — — — — (30,486 ) Other adjustment to additional paid-in capital [2] — — 153 — — — — — 153 Purchase of treasury shares [2] (17 ) — — — — 17 (153 ) — (153 ) Shares withheld for net settlements of share- based awards [3] (243 ) (2 ) (1,899 ) — — — — — (1,901 ) Issuance of common stock - ESPP 15 — 116 — — — — — 116 Net income (loss) — — — 50,544 — — — (61 ) 50,483 Other comprehensive income (loss) — — — — 2,479 — — (2 ) 2,477 Balance, March 31, 2021 122,303 $ 1,272 $ 1,268,027 $ (202,834 ) $ (20,110 ) 4,852 $ (105,099 ) $ (1,083 ) $ 940,173 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 March 31, 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 0 — 0 — — — — — - Stock-based compensation expense — — 9,768 — — — — — 9,768 Restricted stock granted 900 9 (9 ) — — — — — - Restricted stock canceled (21 ) — — — — — — — - Dividends paid [1] — — — (57,703 ) — — — — (57,703 ) Other adjustment to paid-in capital [2] 8,925 8,925 Purchase of treasury shares (554 ) — — — — 554 (9,009 ) (9,009 ) Shares withheld for net settlements of share- based awards [3] (174 ) (2 ) (2,630 ) — — — — — (2,632 ) Issuance of common stock - ESPP 10 1 149 — — — — — 150 Net income (loss) — — — 25,181 — — — (60 ) 25,121 Other comprehensive income (loss) — — — — (13,164 ) — — (48 ) (13,212 ) Balance, March 31, 2020 121,386 $ 1,262 $ 1,247,068 $ (152,301 ) $ (33,499 ) 4,764 $ (104,184 ) $ (890 ) $ 957,456 [ 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. [ 3 ] During the three months ended March 31, 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. |
Dividends Declared | During the three months ended March 31, 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 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) attributable to GEO within shareholders' equity are as follows: Three Months Ended March 31, 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) (626 ) 2,949 156 2,479 Balance, March 31, 2021 $ (9,833 ) $ (1,803 ) $ (8,474 ) $ (20,110 ) Three Months Ended March 31, 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) (8,759 ) (4,512 ) 107 (13,164 ) Balance, March 31, 2020 $ (21,073 ) $ (5,988 ) $ (6,438 ) $ (33,499 ) (1) The foreign currency translation related to noncontrolling interests was not significant at March 31, 2021 or 2020. |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Options Activity | A summary of the activity of stock option awards issued and outstanding under Company plans was as follows for the three months ended March 31, 2021: Shares Wtd. Avg. Exercise Price Wtd. Avg. Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) (in thousands) Options outstanding at January 1, 2021 1,951 $ 22.07 6.62 $ — Options granted 477 7.52 Options exercised — — Options forfeited/canceled/expired (115 ) 16.38 Options outstanding at March 31, 2021 2,313 $ 19.35 7.21 $ 112 Options vested and expected to vest at March 31, 2021 2,169 $ 19.84 7.70 $ 93 Options exercisable at March 31, 2021 1,303 $ 24.22 5.75 $ — |
Summary of Restricted Stock Activity | A summary of the activity of restricted stock outstanding is as follows for the three months ended March 31, 2021: Shares Wtd. Avg. Grant Date Fair Value (in thousands) Restricted stock outstanding at January 1, 2021 2,154 $ 20.61 Granted 1,248 7.45 Vested (785 ) 22.03 Forfeited/canceled (18 ) 15.16 Restricted stock outstanding at March 31, 2021 2,599 $ 13.31 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | Basic and diluted earnings per share were calculated for the three months ended March 31, 2021 and 2020 as follows (in thousands, except per share data): Three Months Ended March 31, 2021 March 31, 2020 Net income $ 50,483 $ 25,121 Net loss attributable to noncontrolling interests 61 60 Less: Undistributed income allocable to participating securities (1,420 ) - Net income attributable to The GEO Group, Inc. available to common stockholders 49,124 25,181 Basic earnings per share attributable to The GEO Group, Inc. available to common stockholders: Weighted average shares outstanding 120,022 119,394 Per share amount $ 0.41 $ 0.21 Diluted earnings per share attributable to The GEO Group, Inc. available to common stockholders: Weighted average shares outstanding 120,022 119,394 Dilutive effect of equity incentive plans 395 539 Weighted average shares assuming dilution 120,417 119,933 Per share amount $ 0.41 $ 0.21 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt outstanding as of March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, 2021 December 31, 2020 Senior Credit Facility: Term loan $ 768,000 $ 770,000 Unamortized discount on term loan (1,566 ) (1,705 ) Unamortized debt issuance costs on term loan (3,715 ) (4,043 ) Revolver 631,605 704,437 Total Senior Credit Facility 1,394,324 1,468,689 6.50% Exchangeable Senior Notes: Notes Due in 2026 230,000 — Unamortized debt issuance costs (9,404 ) — Total 6.50% Exchangeable Senior Notes Due in 2026 220,596 — 6.00% Senior Notes: Notes Due in 2026 350,000 350,000 Unamortized debt issuance costs (3,562 ) (3,709 ) Total 6.00% Senior Notes Due in 2026 346,438 346,291 5.875% Senior Notes: Notes Due in 2024 225,293 242,500 Unamortized debt issuance costs (1,750 ) (2,000 ) Total 5.875% Senior Notes Due in 2024 223,543 240,500 5.125% Senior Notes: Notes Due in 2023 278,783 281,783 Unamortized debt issuance costs (1,841 ) (2,033 ) Total 5.125% Senior Notes Due in 2023 276,942 279,750 5.875% Senior Notes: Notes Due in 2022 — 193,958 Unamortized debt issuance costs — (710 ) Total 5.875% Senior Notes Due in 2022 — 193,248 Non-Recourse Debt 338,481 344,614 Unamortized debt issuance costs on non-recourse debt (5,108 ) (5,237 ) Unamortized discount on non-recourse debt (17 ) (25 ) Total Non-Recourse Debt 333,356 339,352 Finance Lease Liabilities 5,262 5,029 Other debt 42,154 42,413 Total debt 2,842,615 2,915,272 Current portion of finance lease liabilities, long-term debt and non-recourse debt (27,135 ) (26,180 ) Finance Lease Liabilities, long-term portion (2,890 ) (2,988 ) Non-Recourse Debt, long-term portion (317,603 ) (324,223 ) Long-Term Debt $ 2,494,987 $ 2,561,881 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Idled Facilities and Respective Carrying Values | The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that can be easily transferred for use at other facilities. There was no indication of impairment related to the Company's idle facilities at March 31, 2021 Design Net Carrying Value Facility Segment Capacity Date Idled 3/31/2021 D. Ray James Correctional Facility Secure Services 1,900 2021 $ 53,946 Moshannon Valley Correctional Facility Secure Services 1,878 2021 56,470 Rivers Correctional Facility Secure Services 1,450 2021 40,733 Queens Detention Facility Secure Services 222 2021 17,192 McFarland Female Community Reentry Facility Secure Services 300 2020 11,975 Perry County Correctional Facility Secure Services 690 2015 11,442 Coleman Hall GEO Care 350 2017 8,425 Cheyenne Mountain Recovery Center GEO Care 750 2020 17,542 Total 7,540 $ 217,725 |
Business Segments and Geograp_2
Business Segments and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating and Reporting Segments | The Company's segment revenues from external customers and a measure of segment profit are as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Revenues: U.S. Secure Services $ 387,011 $ 398,109 GEO Care 135,482 144,463 International Services 53,484 56,850 Facility Construction & Design [1] 400 5,595 Total revenues $ 576,377 $ 605,017 Operating income from segments: U.S. Secure Services $ 71,465 $ 74,009 GEO Care 35,459 30,275 International Services 7,172 5,650 Facility Construction & Design [1] 13 10 Operating income from segments $ 114,109 $ 109,944 General and Administrative Expenses (48,479 ) (53,782 ) Total Operating Income $ 65,630 $ 56,162 [1] Facility Construction & Design revenues relate to an expansion project at the Company's managed-only Fulham Correctional Centre in Australia which has been substantially completed. |
Schedule of Pre-Tax Income Reconciliation of Segments | The following is a reconciliation of the Company’s total operating income from its reportable segments to the Company’s income before income taxes and equity in earnings of affiliates (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Operating income from segments $ 114,109 $ 109,944 Unallocated amounts: General and administrative expenses (48,479 ) (53,782 ) Net interest expense (25,642 ) (28,742 ) Gain on extinguishment of debt 3,038 1,563 Gain on sales of real estate 13,329 424 Income before income taxes and equity in earnings of affiliates $ 56,355 $ 29,407 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Components of Company Plan Benefit Expense | The following table summarizes key information related to the Company’s pension plans and retirement agreements (in thousands): Three Months Ended March 31, 2021 Year Ended December 31, 2020 Change in Projected Benefit Obligation Projected benefit obligation, beginning of period $ 33,530 $ 37,551 Service cost 351 1,254 Interest cost 319 1,306 Actuarial gain — 3,180 Other reclassification [1] — (8,925 ) Benefits paid (216 ) (836 ) Projected benefit obligation, end of period $ 33,984 $ 33,530 Change in Plan Assets Plan assets at fair value, beginning of period $ — $ — Company contributions 216 836 Benefits paid (216 ) (836 ) Plan assets at fair value, end of period $ — $ — Unfunded Status of the Plan $ 33,984 $ 33,530 |
Components of Net Periodic Benefit Cost | Three Months Ended March 31, 2021 March 31, 2020 Components of Net Periodic Benefit Cost Service cost $ 351 $ 313 Interest cost 319 326 Net loss 197 135 Net periodic pension cost $ 867 $ 774 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) $ in Thousands | Jan. 26, 2021bed | Mar. 31, 2021USD ($)bedfacilitypersondetainee | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Number of beds | 92,000 | |||
Correctional, detention and residential treatment facilities including projects under development | facility | 116 | |||
Provision of monitoring services tracking offenders, number of individuals (more than) | person | 210,000 | |||
Provision of monitoring services tracking offenders using technology products (in detainees) | detainee | 100,000 | |||
Revenues | $ | $ 576,377 | $ 605,017 | ||
Ravenhall | Bureau Of Prisons B O P | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Number of beds in detention facility | 1,940 | |||
Expiration date | May 31, 2021 | |||
Spring Correctional Facility | Bureau Of Prisons B O P | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Number of beds in detention facility | 1,732 | |||
Expiration date | Nov. 30, 2021 | |||
Flightline Correctional Facility | Bureau Of Prisons B O P | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Number of beds in detention facility | 1,800 | |||
Expiration date | Nov. 30, 2021 | |||
North Lake Correctional Facility | Bureau Of Prisons B O P | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Number of beds in detention facility | 1,800 | |||
Expiration date | Sep. 30, 2022 | |||
Reeves County Detention Center I & II | Bureau Of Prisons B O P | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Number of beds in detention facility | 1,800 | |||
Expiration date | Sep. 30, 2022 | |||
Reeves County Detention Center III | Bureau Of Prisons B O P | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Number of beds in detention facility | 1,376 | |||
Expiration date | Jun. 30, 2022 | |||
Great Plains, Big Spring, Flightline, Northlake Correctional Facilities, Reeves County Detention Center I & II and Reeves County Detention Center III | Bureau Of Prisons B O P | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Revenues | $ | $ 145,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Changes in the Company's goodwill balances | |
Beginning balance | $ 755,250 |
Foreign Currency Translation | (6) |
Ending balance | 755,244 |
U.S. Secure Services | |
Changes in the Company's goodwill balances | |
Beginning balance | 316,366 |
Foreign Currency Translation | 0 |
Ending balance | 316,366 |
GEO Care | |
Changes in the Company's goodwill balances | |
Beginning balance | 438,443 |
Foreign Currency Translation | 0 |
Ending balance | 438,443 |
International Services | |
Changes in the Company's goodwill balances | |
Beginning balance | 441 |
Foreign Currency Translation | (6) |
Ending balance | $ 435 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Goodwill (Parenthetical) (Details) $ in Millions | Dec. 31, 2020USD ($) |
GEO Care | |
Goodwill [Line Items] | |
Net of accumulated loss on impairment | $ 21.1 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Goodwill impairment loss | $ 76 | |
Percentage that the fair value exceeded the carrying value | 22.00% | |
Discount rate utilized to adjust cash flow | 10.00% | |
Discount rate increase impacting carrying value to exceed fair value | 1.00% | |
Percentage of goodwill | 24.00% | |
Discount rate decrease impacting fair value to exceed carrying value | 1.00% | |
Amortization expense | $ 5.3 | $ 5.6 |
Facility management contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average period before renewal or extension | 2 years 1 month 6 days | |
U.S. Secure Services | ||
Finite Lived Intangible Assets [Line Items] | ||
Goodwill impairment loss | $ 0 | |
GEO Secure Services | ||
Finite Lived Intangible Assets [Line Items] | ||
Percentage that the fair value exceeded the carrying value | 6.00% |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of intangible assets | ||
Intangible assets, gross carrying amount | $ 387,293 | $ 387,298 |
Accumulated Amortization | (204,812) | (199,551) |
Total acquired intangible assets, Net carrying amount | 182,481 | 187,747 |
Net Carrying Amount | 137,281 | |
Trade names | ||
Schedule of intangible assets | ||
Indefinite lived intangible assets | 45,200 | 45,200 |
Facility management contracts | ||
Schedule of intangible assets | ||
Gross Carrying Amount | 308,393 | 308,398 |
Accumulated Amortization | (173,739) | (168,848) |
Net Carrying Amount | $ 134,654 | 139,550 |
Amortization period | 16 years 3 months 18 days | |
Technology | ||
Schedule of intangible assets | ||
Gross Carrying Amount | $ 33,700 | 33,700 |
Accumulated Amortization | (31,073) | (30,703) |
Net Carrying Amount | $ 2,627 | $ 2,997 |
Amortization period | 7 years 3 months 18 days |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 14,751 |
2022 | 18,133 |
2023 | 13,489 |
2024 | 9,756 |
2025 | 9,704 |
Thereafter | 71,448 |
Net Carrying Amount | $ 137,281 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Restricted investment: | ||
Rabbi Trust | $ 37,940 | $ 35,749 |
Fixed income securities | 1,941 | 1,932 |
Significant Other Observable Inputs (Level 2) | ||
Restricted investment: | ||
Rabbi Trust | 37,940 | 35,749 |
Fixed income securities | 1,941 | 1,932 |
Interest Rate Swap | ||
Liabilities: | ||
Interest rate swap derivatives | 2,282 | 6,015 |
Interest Rate Swap | Significant Other Observable Inputs (Level 2) | ||
Liabilities: | ||
Interest rate swap derivatives | $ 2,282 | $ 6,015 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Carrying Value and Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Assets: | |||
Cash and cash equivalents | $ 289,391 | $ 283,524 | $ 32,414 |
Carrying Value | |||
Assets: | |||
Cash and cash equivalents | 289,391 | 283,524 | |
Restricted cash and investments | 31,301 | 28,329 | |
Liabilities: | |||
Borrowings under senior credit facility | 1,399,605 | 1,474,437 | |
Non-recourse debt | 338,481 | 344,614 | |
Fair Value | |||
Assets: | |||
Cash and cash equivalents | 289,391 | 283,524 | |
Restricted cash and investments | 31,301 | 28,329 | |
Liabilities: | |||
Borrowings under senior credit facility | 1,267,235 | 1,342,066 | |
Non-recourse debt | 338,481 | 344,632 | |
Level 1 | Fair Value | |||
Assets: | |||
Cash and cash equivalents | 289,391 | 283,524 | |
Restricted cash and investments | 31,301 | 28,329 | |
Significant Other Observable Inputs (Level 2) | Fair Value | |||
Liabilities: | |||
Borrowings under senior credit facility | 1,267,235 | 1,342,066 | |
Non-recourse debt | 338,481 | 344,632 | |
5.125% Senior Notes due 2023 | Carrying Value | |||
Liabilities: | |||
Senior notes, fair value | 278,783 | 281,783 | |
5.125% Senior Notes due 2023 | Fair Value | |||
Liabilities: | |||
Senior notes, fair value | 246,386 | 256,096 | |
5.125% Senior Notes due 2023 | Significant Other Observable Inputs (Level 2) | Fair Value | |||
Liabilities: | |||
Senior notes, fair value | 246,386 | 256,096 | |
6.50% Exchangeable Senior Notes due 2026 | Carrying Value | |||
Liabilities: | |||
Senior notes, fair value | 230,000 | ||
6.50% Exchangeable Senior Notes due 2026 | Fair Value | |||
Liabilities: | |||
Senior notes, fair value | 240,693 | ||
6.50% Exchangeable Senior Notes due 2026 | Significant Other Observable Inputs (Level 2) | Fair Value | |||
Liabilities: | |||
Senior notes, fair value | 240,693 | ||
5.875% Senior Notes due 2022 | Carrying Value | |||
Liabilities: | |||
Senior notes, fair value | 193,958 | ||
5.875% Senior Notes due 2022 | Fair Value | |||
Liabilities: | |||
Senior notes, fair value | 192,736 | ||
5.875% Senior Notes due 2022 | Significant Other Observable Inputs (Level 2) | Fair Value | |||
Liabilities: | |||
Senior notes, fair value | 192,736 | ||
5.875% Senior Notes due 2024 | Carrying Value | |||
Liabilities: | |||
Senior notes, fair value | 225,293 | 242,500 | |
5.875% Senior Notes due 2024 | Fair Value | |||
Liabilities: | |||
Senior notes, fair value | 180,240 | 202,458 | |
5.875% Senior Notes due 2024 | Significant Other Observable Inputs (Level 2) | Fair Value | |||
Liabilities: | |||
Senior notes, fair value | 180,240 | 202,458 | |
6.00% Senior Notes due 2026 | Carrying Value | |||
Liabilities: | |||
Senior notes, fair value | 350,000 | 350,000 | |
6.00% Senior Notes due 2026 | Fair Value | |||
Liabilities: | |||
Senior notes, fair value | 255,546 | 279,493 | |
6.00% Senior Notes due 2026 | Significant Other Observable Inputs (Level 2) | Fair Value | |||
Liabilities: | |||
Senior notes, fair value | $ 255,546 | $ 279,493 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Carrying Value and Estimated Fair Value of Financial Instruments (Parenthetical) (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
5.875% Senior Notes due 2022 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.875% | 5.875% |
5.125% Senior Notes due 2023 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.125% | 5.125% |
5.875% Senior Notes due 2024 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.875% | 5.875% |
6.00% Senior Notes due 2026 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Stated interest rate | 6.00% | 6.00% |
6.50% Exchangeable Senior Notes due 2026 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Stated interest rate | 6.50% |
Fair Value of Assets and Liab_5
Fair Value of Assets and Liabilities - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Feb. 25, 2021 | Dec. 31, 2020 |
5.875% Senior Notes due 2022 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Stated interest rate | 5.875% | 5.875% | |
5.875% Senior Notes due 2024 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Stated interest rate | 5.875% | 5.875% | |
6.00% Senior Notes due 2026 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Stated interest rate | 6.00% | 6.00% | |
5.125% Senior Notes due 2023 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Stated interest rate | 5.125% | 5.125% | |
6.50% Exchangeable Senior Notes due 2026 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Stated interest rate | 6.50% | ||
Debt instrument, face amount | $ 230 |
Restricted Cash and Cash Equi_3
Restricted Cash and Cash Equivalents - Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Cash And Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 289,391 | $ 283,524 | $ 32,414 | |
Restricted cash and cash equivalents - current | 29,317 | 27,865 | ||
Restricted cash and investments - non-current | 39,924 | 37,338 | 27,271 | |
Less Restricted investments - non-current | (37,940) | (24,969) | ||
Total cash, cash equivalents and restricted cash and cash equivalents shown in the statement of cash flows | $ 320,692 | $ 311,853 | $ 62,581 | $ 67,472 |
Shareholders' Equity - Changes
Shareholders' Equity - Changes in Shareholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Changes in shareholders' equity that are attributable to the Company's shareholders and to non controlling interests | ||
Beginning Balance | $ 912,082 | $ 996,048 |
Stock-based compensation expense | 7,402 | 9,768 |
Dividends paid | (30,486) | (57,703) |
Other adjustment to additional paid-in capital | 153 | 8,925 |
Purchase of treasury shares | (153) | (9,009) |
Shares withheld for net settlements of share - based awards | (1,901) | (2,632) |
Issuance of common stock - ESPP | 116 | 150 |
Net income (loss) | 50,483 | 25,121 |
Other comprehensive income (loss) | 2,477 | (13,212) |
Ending Balance | 940,173 | 957,456 |
Common shares | ||
Changes in shareholders' equity that are attributable to the Company's shareholders and to non controlling interests | ||
Beginning Balance | $ 1,262 | $ 1,254 |
Beginning Balance (shares) | 121,318 | 121,225 |
Proceeds from exercise of stock options (shares) | 0 | |
Restricted stock granted | $ 12 | $ 9 |
Restricted stock granted (shares) | 1,248 | 900 |
Restricted stock canceled (shares) | (18) | (21) |
Purchase of treasury shares (in shares) | (17) | (554) |
Shares withheld for net settlements of share - based awards | $ (2) | $ (2) |
Shares withheld for net settlements of share-based awards (shares) | (243) | (174) |
Issuance of common stock - ESPP | $ 1 | |
Issuance of common stock - ESPP (shares) | 15 | 10 |
Ending Balance | $ 1,272 | $ 1,262 |
Ending Balance (shares) | 122,303 | 121,386 |
Additional Paid-In Capital | ||
Changes in shareholders' equity that are attributable to the Company's shareholders and to non controlling interests | ||
Beginning Balance | $ 1,262,267 | $ 1,230,865 |
Proceeds from exercise of stock options | 0 | |
Stock-based compensation expense | 7,402 | 9,768 |
Restricted stock granted | (12) | (9) |
Other adjustment to additional paid-in capital | 153 | 8,925 |
Shares withheld for net settlements of share - based awards | (1,899) | (2,630) |
Issuance of common stock - ESPP | 116 | 149 |
Ending Balance | 1,268,027 | 1,247,068 |
Distributions in Excess of Earnings | ||
Changes in shareholders' equity that are attributable to the Company's shareholders and to non controlling interests | ||
Beginning Balance | (222,892) | (119,779) |
Dividends paid | (30,486) | (57,703) |
Net income (loss) | 50,544 | 25,181 |
Ending Balance | (202,834) | (152,301) |
Accumulated Other Comprehensive Loss | ||
Changes in shareholders' equity that are attributable to the Company's shareholders and to non controlling interests | ||
Beginning Balance | (22,589) | (20,335) |
Other comprehensive income (loss) | 2,479 | (13,164) |
Ending Balance | (20,110) | (33,499) |
Treasury shares | ||
Changes in shareholders' equity that are attributable to the Company's shareholders and to non controlling interests | ||
Beginning Balance | $ (104,946) | $ (95,175) |
Beginning Balance (shares) | 4,835 | 4,210 |
Purchase of treasury shares | $ (153) | $ (9,009) |
Purchase of treasury shares (in shares) | 17 | 554 |
Ending Balance | $ (105,099) | $ (104,184) |
Ending Balance (shares) | 4,852 | 4,764 |
Noncontrolling Interests | ||
Changes in shareholders' equity that are attributable to the Company's shareholders and to non controlling interests | ||
Beginning Balance | $ (1,020) | $ (782) |
Net income (loss) | (61) | (60) |
Other comprehensive income (loss) | (2) | (48) |
Ending Balance | $ (1,083) | $ (890) |
Shareholders' Equity - Change_2
Shareholders' Equity - Changes in Shareholders' Equity (Parenthetical) (Details) | Feb. 26, 2020USD ($) |
Common shares | |
Class of Stock [Line Items] | |
Deferred compensation arrangement with individual, value of shares issued | $ 8,925,065 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | Mar. 31, 2021 | Jun. 12, 2019 | Feb. 14, 2018 |
Class of Stock [Line Items] | |||
Minimum % of REIT taxable income to be paid as dividend annually | 90.00% | ||
Amended Credit Agreement | |||
Class of Stock [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Line of Credit | Revolving Credit Facility | Amended Credit Agreement | |||
Class of Stock [Line Items] | |||
Maximum borrowing capacity | $ 900,000,000 | $ 900,000,000 | |
Common shares | February 2018 Stock Buyback Program | |||
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 200,000,000 |
Shareholders' Equity - Dividend
Shareholders' Equity - Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 15, 2021 | Oct. 06, 2020 | Jul. 07, 2020 | Apr. 06, 2020 | Feb. 03, 2020 |
Dividends Payable [Line Items] | |||||
Dividends Payable, Date Declared | Jan. 15, 2021 | Oct. 6, 2020 | Jul. 7, 2020 | Apr. 6, 2020 | Feb. 3, 2020 |
Dividends payable, date of record | Jan. 25, 2021 | Oct. 16, 2020 | Jul. 17, 2020 | Apr. 17, 2020 | Feb. 14, 2020 |
Dividends payable, date to be paid | Feb. 1, 2021 | Oct. 23, 2020 | Jul. 24, 2020 | Apr. 24, 2020 | Feb. 21, 2020 |
Dividend Paid | |||||
Dividends Payable [Line Items] | |||||
Distribution Per Share (in dollars per share) | $ 0.25 | $ 0.34 | $ 0.48 | $ 0.48 | $ 0.48 |
Aggregate Payment Amount (in millions) | $ 30.5 | $ 41.5 | $ 58.5 | $ 58.5 | $ 58.2 |
Shareholders' Equity - Componen
Shareholders' Equity - Components of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Components of Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | $ 913,102 | |
Current-period other comprehensive income (loss) | 2,479 | $ (13,164) |
Ending balance | 941,256 | |
Foreign currency translation adjustments, net of tax | ||
Components of Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (9,207) | (12,314) |
Current-period other comprehensive income (loss) | (626) | (8,759) |
Ending balance | (9,833) | (21,073) |
Change in fair value of derivatives, net of tax | ||
Components of Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (4,752) | (1,476) |
Current-period other comprehensive income (loss) | 2,949 | (4,512) |
Ending balance | (1,803) | (5,988) |
Pension adjustments, net of tax | ||
Components of Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (8,630) | (6,545) |
Current-period other comprehensive income (loss) | 156 | 107 |
Ending balance | (8,474) | (6,438) |
Total | ||
Components of Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (22,589) | (20,335) |
Ending balance | $ (20,110) | $ (33,499) |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) $ / shares in Units, $ in Millions | Mar. 01, 2021$ / sharesshares | Mar. 31, 2021USD ($)Metricshares | Mar. 31, 2020USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Grant date fair value (in dollars per share) | $ / shares | $ 0.79 | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility rate | 43.28% | ||
Expected term | 5 years | ||
Risk free interest rate | 0.24% | ||
Expected dividend yield | 13.30% | ||
Options granted (in shares) | 477,000 | ||
Share based compensation expense | $ | $ 0.2 | $ 0.3 | |
Unrecognized compensation costs related to awards | $ | $ 1.7 | ||
Expected weighted average period to recognize expense | 2 years 7 months 6 days | ||
Restricted Stock Award | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility rate | 46.90% | ||
Risk free interest rate | 0.24% | ||
Share based compensation expense | $ | $ 7.2 | $ 9.5 | |
Unrecognized compensation costs related to awards | $ | $ 27.2 | ||
Expected weighted average period to recognize expense | 2 years 6 months | ||
Granted (in shares) | 1,248,000 | ||
Performance measurement | Metric | 2 | ||
Beta | 0.79 | ||
Restricted Stock Award | Tranche One | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award vesting rights (as percent) | 50.00% | ||
Performance period | 3 years | ||
Restricted Stock Award | Tranche Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award vesting rights (as percent) | 50.00% | ||
Performance period | 3 years | ||
Restricted Stock Award | Certain Employees and Executive Officers | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted (in shares) | 1,248,000 | ||
Restricted Stock Award | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Award vesting rights (as percent) | 0.00% | ||
Restricted Stock Award | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period (in years) | 4 years | ||
Award vesting rights (as percent) | 200.00% | ||
Performance Shares | Certain Employees and Executive Officers | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted (in shares) | 644,000 | ||
Employee Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Discount on purchase of Common Stock for employee from the current market price | 5.00% | ||
Capital shares reserved for future issuance | 506,023 | ||
Issuance of common stock (ESPP) (in shares) | 14,770 | ||
2018 Stock Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Additional shares authorized | 16,800,000 |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of the activity of stock option awards, shares | ||
Options outstanding, Beginning Balance (in Shares) | 1,951 | |
Options granted (in shares) | 477 | |
Options forfeited/canceled/expired (in shares) | (115) | |
Options outstanding, Ending Balance (in Shares) | 2,313 | 1,951 |
Options vested and expected to vest (in Shares) | 2,169 | |
Options exercisable (in Shares) | 1,303 | |
Summary of the activity of stock option awards, weighted average exercise price | ||
Options outstanding, Beginning Balance, Wtd. Avg. Exercise Price (in dollars per share) | $ 22.07 | |
Options granted, Wtd. Avg. Exercise Price (in dollars per share) | 7.52 | |
Options forfeited/canceled/expired, Wtd. Avg. Exercise Price (in dollars per share) | 16.38 | |
Options outstanding, Ending Balance, Wtd. Avg. Exercise Price (in dollars per share) | 19.35 | $ 22.07 |
Options vested and expected to vest, Wtd. Average Exercise Price (in dollars per share) | 19.84 | |
Options exercisable, Wtd. Avg. Exercise Price (in dollars per share) | $ 24.22 | |
Options outstanding, Ending Balance, Wtd. Avg. Remaining Contractual Term | 7 years 2 months 15 days | 6 years 7 months 13 days |
Options vested and expected to vest, Wtd. Avg Remaining Contractual Term | 7 years 8 months 12 days | |
Options exercisable, Wtd. Avg. Remaining Contractual Term | 5 years 9 months | |
Options outstanding, Ending Balance, Average Intrinsic Value | $ 112 | |
Options vested and expected to vest at March 31, 2021 | $ 93 |
Equity Incentive Plans - Summ_2
Equity Incentive Plans - Summary of Restricted Stock Activity (Details) - Restricted Stock Award shares in Thousands | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Summary of the activity of restricted stock | |
Restricted stock outstanding shares, Beginning Balance (in shares) | shares | 2,154 |
Granted (in shares) | shares | 1,248 |
Vested (in shares) | shares | (785) |
Forfeited/canceled (in shares) | shares | (18) |
Restricted stock outstanding shares, Ending Balance (in shares) | shares | 2,599 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Restricted stock outstanding Wtd. Avg. Grant Date Fair Value, Beginning Balance (in dollars per share) | $ / shares | $ 20.61 |
Granted Wtd. Avg. Grant Date Fair Value (in dollars per share) | $ / shares | 7.45 |
Vested Wtd. Avg. Grant Date Fair Value (in dollars per share) | $ / shares | 22.03 |
Forfeited/Canceled Wtd. Avg. Grant Date Fair Value (in dollars per share) | $ / shares | 15.16 |
Restricted stock outstanding Wtd. Avg. Grant Date Fair Value, Ending Balance (in dollars per share) | $ / shares | $ 13.31 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Feb. 25, 2021 | Feb. 24, 2021 | Dec. 31, 2020 | |
Stock Options | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 2,067,461 | 1,626,201 | |||
Restricted Stock Award | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 1,021,859 | 967,784 | |||
Common Shares Conversion Option Embedded in Convertible Notes | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 9,100,000 | ||||
6.50% Exchangeable Senior Notes due 2026 | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Stated interest rate | 6.50% | ||||
Debt instrument, face amount | $ 230,000,000 | ||||
Convertible Notes | 6.50% Exchangeable Senior Notes due 2026 | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Stated interest rate | 6.50% | 6.50% | 6.50% | 6.50% | |
Debt instrument, face amount | $ 230,000,000 | $ 230,000,000 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share Basic And Diluted [Abstract] | ||
Net income | $ 50,483 | $ 25,121 |
Net loss attributable to noncontrolling interests | 61 | 60 |
Less: Undistributed income allocable to participating securities | (1,420) | |
Net income attributable to The GEO Group, Inc. available to common stockholders | $ 49,124 | $ 25,181 |
Basic earnings per share attributable to The GEO Group, Inc. available to common stockholders: | ||
Weighted average shares outstanding | 120,022 | 119,394 |
Per share amount | $ 0.41 | $ 0.21 |
Diluted earnings per share attributable to The GEO Group, Inc. available to common stockholders: | ||
Weighted average shares outstanding | 120,022 | 119,394 |
Dilutive effect of equity incentive plans | 395 | 539 |
Weighted average shares assuming dilution | 120,417 | 119,933 |
Per share amount | $ 0.41 | $ 0.21 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Additional Information (Details) $ in Millions | May 22, 2019USD ($) | Mar. 31, 2021USD ($)Instrument |
Ravenhall | ||
Derivative [Line Items] | ||
Gain (loss) on interest rate cash flow hedge ineffectiveness | $ 3.9 | |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative, number of instruments held | Instrument | 2 | |
Notional amount | $ 44.3 | |
Derivative, fixed interest rate | 4.22% | |
Change in fair value of derivative instrument classified as cash flow hedge | $ 2.9 | |
Value of swap liability | $ 2.3 | |
Interest Rate Swap | Operating Phase of Asset | Ravenhall, Australia | ||
Derivative [Line Items] | ||
Derivative, fixed interest rate | 4.20% |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Line Of Credit Facility [Line Items] | ||
Finance Lease Liabilities | $ 5,262 | $ 5,029 |
Other debt | 42,154 | 42,413 |
Total debt | 2,842,615 | 2,915,272 |
Current portion of finance lease liabilities, long-term debt and non-recourse debt | (27,135) | (26,180) |
Finance Lease Liabilities, long-term portion | (2,890) | (2,988) |
Non-Recourse Debt, long-term portion | (317,603) | (324,223) |
Long-Term Debt | 2,494,987 | 2,561,881 |
Line of Credit | ||
Line Of Credit Facility [Line Items] | ||
Term loan | 768,000 | 770,000 |
Unamortized debt issuance costs | (1,566) | (1,705) |
Unamortized debt issuance costs on term loan | (3,715) | (4,043) |
Revolver | 631,605 | 704,437 |
Total Senior Credit Facility | 1,394,324 | 1,468,689 |
Convertible Debt | 6.50% Exchangeable Senior Notes due 2026 | ||
Line Of Credit Facility [Line Items] | ||
Unamortized debt issuance costs | (9,404) | |
Long-term debt, gross | 230,000 | |
Long-term debt | 220,596 | |
Senior Notes | 6.00% Senior Notes due 2026 | ||
Line Of Credit Facility [Line Items] | ||
Unamortized debt issuance costs | (3,562) | (3,709) |
Long-term debt, gross | 350,000 | 350,000 |
Long-term debt | 346,438 | 346,291 |
Senior Notes | 5.875% Senior Notes due 2024 | ||
Line Of Credit Facility [Line Items] | ||
Unamortized debt issuance costs | (1,750) | (2,000) |
Long-term debt, gross | 225,293 | 242,500 |
Long-term debt | 223,543 | 240,500 |
Senior Notes | 5.125% Senior Notes due 2023 | ||
Line Of Credit Facility [Line Items] | ||
Unamortized debt issuance costs | (1,841) | (2,033) |
Long-term debt, gross | 278,783 | 281,783 |
Long-term debt | 276,942 | 279,750 |
Senior Notes | 5.875% Senior Notes due 2022 | ||
Line Of Credit Facility [Line Items] | ||
Unamortized debt issuance costs | (710) | |
Long-term debt, gross | 193,958 | |
Long-term debt | 193,248 | |
Non Recourse Debt | ||
Line Of Credit Facility [Line Items] | ||
Unamortized debt issuance costs | (5,108) | (5,237) |
Unamortized debt issuance costs on term loan | (17) | (25) |
Non-Recourse Debt | 338,481 | 344,614 |
Total Non-Recourse Debt | $ 333,356 | $ 339,352 |
Debt (Parenthetical) (Details)
Debt (Parenthetical) (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Feb. 25, 2021 | Feb. 24, 2021 | Mar. 31, 2020 | |
6.50% Exchangeable Senior Notes due 2026 | |||||
Line Of Credit Facility [Line Items] | |||||
Stated interest rate | 6.50% | ||||
6.00% Senior Notes due 2026 | |||||
Line Of Credit Facility [Line Items] | |||||
Stated interest rate | 6.00% | 6.00% | |||
5.875% Senior Notes due 2024 | |||||
Line Of Credit Facility [Line Items] | |||||
Stated interest rate | 5.875% | 5.875% | |||
5.125% Senior Notes due 2023 | |||||
Line Of Credit Facility [Line Items] | |||||
Stated interest rate | 5.125% | 5.125% | |||
5.875% Senior Notes due 2022 | |||||
Line Of Credit Facility [Line Items] | |||||
Stated interest rate | 5.875% | 5.875% | |||
Convertible Debt | 6.50% Exchangeable Senior Notes due 2026 | |||||
Line Of Credit Facility [Line Items] | |||||
Stated interest rate | 6.50% | 6.50% | 6.50% | 6.50% | |
Debt instrument maturity year | 2026 | 2026 | |||
Senior Notes | 6.00% Senior Notes due 2026 | |||||
Line Of Credit Facility [Line Items] | |||||
Stated interest rate | 6.00% | 6.00% | |||
Debt instrument maturity year | 2026 | 2026 | |||
Senior Notes | 5.875% Senior Notes due 2024 | |||||
Line Of Credit Facility [Line Items] | |||||
Stated interest rate | 5.875% | 5.875% | |||
Debt instrument maturity year | 2024 | 2024 | |||
Senior Notes | 5.125% Senior Notes due 2023 | |||||
Line Of Credit Facility [Line Items] | |||||
Stated interest rate | 5.125% | 5.125% | 5.125% | ||
Debt instrument maturity year | 2023 | 2023 | |||
Senior Notes | 5.875% Senior Notes due 2022 | |||||
Line Of Credit Facility [Line Items] | |||||
Stated interest rate | 5.875% | 5.875% | |||
Debt instrument maturity year | 2022 | 2022 |
Debt (Amended Credit Agreement)
Debt (Amended Credit Agreement) (Details) | Jun. 12, 2019USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2021AUD ($) | Dec. 31, 2020USD ($) | Jun. 12, 2019AUD ($) | Feb. 14, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||
Gain (loss) on extinguishment of debt | $ 3,038,000 | $ 1,563,000 | ||||||
Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 100,000,000 | |||||||
Gain (loss) on extinguishment of debt | $ (1,200,000) | |||||||
Debt issuance costs, gross | $ 4,700,000 | |||||||
Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolver | 631,600,000 | |||||||
Additional Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity remaining | 209,000,000 | |||||||
Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolver | 631,605,000 | $ 704,437,000 | ||||||
Term loan | $ 768,000,000 | $ 770,000,000 | ||||||
Revolving Credit Facility | Line of Credit | Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 900,000,000 | $ 900,000,000 | ||||||
Covenant, total leverage ratio, maximum | 6.25 | 6.25 | ||||||
Senior secured leverage ratio | 3.50 | 3.50 | ||||||
Interest coverage ratio | 3 | 3 | ||||||
Weighted average interest rates on outstanding borrowings | 2.57% | 2.57% | ||||||
Revolving Credit Facility | Line of Credit | Amended Credit Agreement | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | 2.25% | ||||||
Variable rate, floor | 0.00% | 0.00% | ||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan | $ 768,000,000 | |||||||
Term Loan | Line of Credit | Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 792,000,000 | |||||||
Term Loan | Line of Credit | Amended Credit Agreement | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.00% | 2.00% | ||||||
Variable rate, floor | 0.75% | 0.75% | ||||||
Letter of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | 59,400,000 | |||||||
Letter of credit | Line of Credit | Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 196,000,000 | $ 275,000,000 | ||||||
Long-term debt | 0 | |||||||
Letter of credit | Line of Credit | Bank Guarantee And Standby Sub Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 44,100,000 | $ 58,000,000 | ||||||
Debt instrument agreement notice period | 90 days | |||||||
Revolver | $ 58,000,000 | |||||||
Accordion | Line of Credit | Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Accordion feature, increase limit | $ 450,000,000 |
Debt (6.50% Exchangeable Senior
Debt (6.50% Exchangeable Senior Notes) (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020Instrument$ / shares | Feb. 25, 2021USD ($) | Feb. 24, 2021USD ($) | |
Debt Instrument [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Number of convertible instruments | Instrument | 0 | |||
6.50% Exchangeable Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 230,000,000 | |||
Stated interest rate | 6.50% | |||
5.875% Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.875% | 5.875% | ||
Convertible Notes | 6.50% Exchangeable Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 230,000,000 | $ 230,000,000 | ||
Stated interest rate | 6.50% | 6.50% | 6.50% | 6.50% |
Debt instrument, maturity date | Feb. 23, 2026 | |||
Debt instrument, payment terms | Interest on the notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021. | |||
Debt instrument, commencement date of first required payment | Sep. 1, 2021 | |||
Debt instrument, frequency of payment | semi-annually | |||
Debt exchange, description | Subject to certain restrictions on share ownership and transfer, holders may exchange the notes at their option prior to the close of business on the business day immediately preceding November 25, 2025, but only under the following circumstances: (1) during the five consecutive business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the exchange rate for the notes on each such trading day; or (2) upon the occurrence of certain specified corporate events. On or after November 25, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the notes, holders may exchange their notes at any time, regardless of the foregoing circumstances. Upon exchange of a note, GEO will pay or deliver, as the case may be, cash or a combination of cash and shares of the Company’s common stock. As of March 31, 2021, conditions had not been met to convert. | |||
Debt instrument, initial conversion rate per $1,000 principal amount | 108.4011 | |||
Debt instrument, initial conversion price | $ / shares | $ 9.225 | |||
Percentage of principal amount of notes to be purchased | 100.00% | |||
Costs incurred in issuance, including initial purchasers discount | $ 9,600,000 | |||
Convertible Notes | 6.50% Exchangeable Senior Notes due 2026 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage of trading price per $1,000 principal amount against last reported sale price and exchange rate of notes | 98.00% | |||
Convertible Notes | 6.50% Exchangeable Senior Notes due 2026 | Over=Allotment Option | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 30,000,000 | |||
Senior Notes | 5.875% Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.875% | 5.875% | ||
Redemption of outstanding amount | $ 194,000,000 | |||
Write off of deferred loan costs to loss on extinguishment of debt | $ 700,000 |
Debt (6.00% Senior Notes) (Deta
Debt (6.00% Senior Notes) (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
6.00% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.00% | 6.00% |
Debt (5.875% Senior Notes Due 2
Debt (5.875% Senior Notes Due 2024) (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
5.875% Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.875% | 5.875% |
Debt (5.125% Senior Notes) (Det
Debt (5.125% Senior Notes) (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
5.125% Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.125% | 5.125% |
Debt (5.875% Senior Notes) (Det
Debt (5.875% Senior Notes) (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
5.875% Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.875% | 5.875% |
Debt (Debt Repurchases) (Detail
Debt (Debt Repurchases) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Gain (loss) on extinguishment of debt | $ 3,038,000 | $ 1,563,000 | ||
5.875% Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.875% | 5.875% | ||
5.875% Senior Notes due 2022 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.875% | 5.875% | ||
Amended Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | |||
Gain (loss) on extinguishment of debt | $ (1,200,000) | |||
6.00% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.00% | 6.00% | ||
Senior Notes and Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, repurchased face amount | On February 11, 2021, the Board authorized a new repurchase program for repurchases/retirements of the above referenced Senior Notes and term loan, subject to certain limitations up to an aggregate maximum of $100.0 million through December 31, 2022. | |||
5.125% Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.125% | 5.125% | ||
Senior Notes | 5.875% Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.875% | 5.875% | ||
Senior Notes | 5.875% Senior Notes due 2022 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.875% | 5.875% | ||
Senior Notes | 6.00% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.00% | 6.00% | ||
Senior Notes | 5.125% Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.125% | 5.125% | 5.125% | |
Debt instrument, repurchased face amount | $ 3,000,000 | $ 5,500,000 | ||
Percentage of principal amount redeemed | 89.38% | 70.68% | ||
Repurchase amount | $ 2,700,000 | $ 3,900,000 | ||
Gain (loss) on extinguishment of debt | $ 3,800,000 | $ 1,600,000 |
Debt (Nonrecourse Debt) (Detail
Debt (Nonrecourse Debt) (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | |||
Long term debt | $ 2,494,987,000 | $ 2,561,881,000 | |
Restricted cash and cash equivalents - current | 29,317,000 | $ 27,865,000 | |
Non Recourse Debt 2011 Revenue Bonds | |||
Debt Instrument [Line Items] | |||
Long term debt | $ 54,400,000 | ||
Stated interest rate | 5.25% | ||
Non Recourse Debt 2011 Revenue Bonds | Northwest Detention Center | |||
Debt Instrument [Line Items] | |||
Non-recourse debt | $ 8,100,000 | ||
Non Recourse Debt Northwest Detention Center | Northwest Detention Center | |||
Debt Instrument [Line Items] | |||
Restricted cash and cash equivalents - current | $ 6,700 |
Debt (Australia - Ravenhall) (D
Debt (Australia - Ravenhall) (Details) | 3 Months Ended | ||||||
Mar. 31, 2021USD ($) | Mar. 31, 2021AUD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021AUD ($) | Dec. 31, 2020USD ($) | May 22, 2019USD ($) | May 22, 2019AUD ($) | |
Debt Instrument [Line Items] | |||||||
Payments on long-term debt | $ 298,522,000 | $ 125,505,000 | |||||
Gain (loss) on extinguishment of debt | $ 3,038,000 | $ 1,563,000 | |||||
LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument basis spread on variable rate | 2.00% | 2.00% | |||||
Interest Rate Swap | |||||||
Debt Instrument [Line Items] | |||||||
Derivative, fixed interest rate | 4.22% | 4.22% | |||||
Non Recourse Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs, net | $ 5,108,000 | $ 5,237,000 | |||||
Notes Payable, Other Payables | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 44,300,000 | ||||||
Debt issuance costs, net | 700,000 | ||||||
Ravenhall | Non Recourse Debt | |||||||
Debt Instrument [Line Items] | |||||||
Gain (loss) on extinguishment of debt | (4,500,000) | ||||||
Debt issuance costs, gross | 7,500,000 | ||||||
Ravenhall | Non Recourse Debt | Construction Facility | |||||||
Debt Instrument [Line Items] | |||||||
Payments on long-term debt | $ 235,900,000 | $ 310,000,000 | |||||
Ravenhall | Non Recourse Debt | Non Recourse Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 351,200,000 | $ 461,600,000 | |||||
Stated interest rate | 4.23% | 4.23% | |||||
Ravenhall | National Australia Bank Limited | Non Recourse Debt | Construction Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 601,800,000 | $ 791,000,000 | |||||
Debt instrument basis spread on variable rate | 2.00% | 2.00% |
Debt - Guarantees (Details)
Debt - Guarantees (Details) - Ravenhall | Mar. 31, 2021USD ($)Guarantee | Mar. 31, 2021AUD ($)Guarantee |
Debt Instrument [Line Items] | ||
Number of letters of guarantee outstanding under separate international facilities relating to performance guarantees | Guarantee | 7 | 7 |
Letters of credit outstanding relating to performance guarantees | $ | $ 10,200,000 | |
Letter of credit | Revolver | ||
Debt Instrument [Line Items] | ||
Maximum exposure, undiscounted | $ 44,100,000 | $ 58,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Sep. 09, 2017Claim | Mar. 31, 2021USD ($)facilityInstallment |
Commitments and Contingencies [Line Items] | ||
Estimate of possible loss | $ 19.4 | |
Number of deferred payment installment related to payroll taxes | Installment | 2 | |
Deferred payment related to payroll taxes amount | $ 42.1 | |
Estimated construction existing active capital projects cost | 47.5 | |
Cost already spent on existing active capital projects | 34.6 | |
Remaining capital required for existing active capital projects | $ 12.9 | |
Number of marketed idle facilities | facility | 8 | |
Pending Litigation | Immigration Detainees Against Company | ||
Commitments and Contingencies [Line Items] | ||
Number of claims filed | Claim | 3 | |
WASHINGTON | Pending Litigation | Immigration Detainees Against Company | ||
Commitments and Contingencies [Line Items] | ||
Number of claims filed | Claim | 2 | |
CALIFORNIA | Pending Litigation | Immigration Detainees Against Company | ||
Commitments and Contingencies [Line Items] | ||
Number of claims filed | Claim | 1 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Idled Facilities and Respective Carrying Values (Details) - Property and Equipment, Net $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)bed | |
Commitments and Contingencies [Line Items] | |
Number of beds in detention facility | bed | 7,540 |
Net Carrying Value | $ | $ 217,725 |
D. Ray James Correctional Facility | Secure Services | |
Commitments and Contingencies [Line Items] | |
Number of beds in detention facility | bed | 1,900 |
Date Idled | 2021 |
Net Carrying Value | $ | $ 53,946 |
Moshannon Valley Correctional Facility | Secure Services | |
Commitments and Contingencies [Line Items] | |
Number of beds in detention facility | bed | 1,878 |
Date Idled | 2021 |
Net Carrying Value | $ | $ 56,470 |
Rivers Correctional Facility | Secure Services | |
Commitments and Contingencies [Line Items] | |
Number of beds in detention facility | bed | 1,450 |
Date Idled | 2021 |
Net Carrying Value | $ | $ 40,733 |
Queens Detention Facility | Secure Services | |
Commitments and Contingencies [Line Items] | |
Number of beds in detention facility | bed | 222 |
Date Idled | 2021 |
Net Carrying Value | $ | $ 17,192 |
McFarland Female Community Reentry Facility | Secure Services | |
Commitments and Contingencies [Line Items] | |
Number of beds in detention facility | bed | 300 |
Date Idled | 2020 |
Net Carrying Value | $ | $ 11,975 |
Perry County Correctional Facility | Secure Services | |
Commitments and Contingencies [Line Items] | |
Number of beds in detention facility | bed | 690 |
Date Idled | 2015 |
Net Carrying Value | $ | $ 11,442 |
Coleman Hall | GEO Care | |
Commitments and Contingencies [Line Items] | |
Number of beds in detention facility | bed | 350 |
Date Idled | 2017 |
Net Carrying Value | $ | $ 8,425 |
Cheyenne Mountain Recovery Center | GEO Care | |
Commitments and Contingencies [Line Items] | |
Number of beds in detention facility | bed | 750 |
Date Idled | 2020 |
Net Carrying Value | $ | $ 17,542 |
Business Segments and Geograp_3
Business Segments and Geographic Information - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)Segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Schedule Of Equity Method Investments [Line Items] | |||
Number of reportable business segments | Segment | 4 | ||
Equity in earnings (losses) of affiliates, net of income tax provision | $ 2,064 | $ 2,260 | |
SACS | |||
Schedule Of Equity Method Investments [Line Items] | |||
Ownership percentage in entity | 50.00% | ||
Equity in earnings (losses) of affiliates, net of income tax provision | $ 900 | 1,000 | |
Investment in joint venture | 10,500 | $ 11,100 | |
GEO Amey | |||
Schedule Of Equity Method Investments [Line Items] | |||
Equity in earnings (losses) of affiliates, net of income tax provision | 1,100 | $ 1,200 | |
Advances to affiliate | $ 10,600 | $ 11,800 |
Business Segments and Geograp_4
Business Segments and Geographic Information - Schedule of Operating and Reporting Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Revenues | $ 576,377 | $ 605,017 |
Operating income from segments: | ||
Operating income from segments | 114,109 | 109,944 |
General and Administrative Expenses | (48,479) | (53,782) |
Operating income | 65,630 | 56,162 |
Operating Segments | ||
Revenues: | ||
Revenues | 576,377 | 605,017 |
Operating income from segments: | ||
Operating income from segments | 114,109 | 109,944 |
Operating Segments | U.S. Secure Services | ||
Revenues: | ||
Revenues | 387,011 | 398,109 |
Operating income from segments: | ||
Operating income from segments | 71,465 | 74,009 |
Operating Segments | GEO Care | ||
Revenues: | ||
Revenues | 135,482 | 144,463 |
Operating income from segments: | ||
Operating income from segments | 35,459 | 30,275 |
Operating Segments | International Services | ||
Revenues: | ||
Revenues | 53,484 | 56,850 |
Operating income from segments: | ||
Operating income from segments | 7,172 | 5,650 |
Operating Segments | Facility Construction and Design | ||
Revenues: | ||
Revenues | 400 | 5,595 |
Operating income from segments: | ||
Operating income from segments | 13 | 10 |
Segment Reconciling Items | ||
Operating income from segments: | ||
General and Administrative Expenses | $ (48,479) | $ (53,782) |
Business Segments and Geograp_5
Business Segments and Geographic Information - Schedule of Pre-Tax Income Reconciliation of Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Pre-Tax Income Reconciliation of Segments | ||
Operating income from segments | $ 114,109 | $ 109,944 |
Unallocated amounts: | ||
General and Administrative Expenses | (48,479) | (53,782) |
Net interest expense | (25,642) | (28,742) |
Gain (loss) on extinguishment of debt | 3,038 | 1,563 |
Gain on sales of real estate | 13,329 | 424 |
Income before income taxes and equity in earnings of affiliates | $ 56,355 | $ 29,407 |
Benefit Plans - Components of C
Benefit Plans - Components of Company Plan Benefit Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Change in Projected Benefit Obligation | |||
Projected benefit obligation, beginning of period | $ 33,530 | $ 37,551 | $ 37,551 |
Service cost | 351 | 313 | 1,254 |
Interest cost | 319 | 326 | 1,306 |
Actuarial gain | 0 | 3,180 | |
Other reclassification | 0 | (8,925) | |
Benefits paid | (216) | (836) | |
Projected benefit obligation, end of period | 33,984 | 33,530 | |
Change in Plan Assets | |||
Plan assets at fair value, beginning of period | 0 | $ 0 | 0 |
Company contributions | 216 | 836 | |
Benefits paid | (216) | (836) | |
Plan assets at fair value, end of period | 0 | 0 | |
Unfunded Status of the Plan | $ 33,984 | $ 33,530 |
Benefit Plans - Components of N
Benefit Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Components of Net Periodic Benefit Cost | |||
Service cost | $ 351 | $ 313 | $ 1,254 |
Interest cost | 319 | 326 | $ 1,306 |
Net loss | 197 | 135 | |
Net periodic pension cost | $ 867 | $ 774 |
Benefit Plans - Components of_2
Benefit Plans - Components of Company Plan Benefit Expense (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Age limit for a lump sum payment | 55 years |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) | Feb. 26, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Long-term portion of the pension liability | $ 33,700,000 | $ 33,200,000 | |
Common Stock | |||
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Deferred compensation arrangement with individual, value of shares issued | $ 8,925,065 | ||
Deferred compensation arrangement with individual, shares issued | 553,665 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Details) | Mar. 31, 2021 |
Accounting Standards Update 2020-06 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Accounting Standards Update 2018-14 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | May 04, 2021 | Apr. 30, 2021 |
Line of Credit | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Borrowings under credit facility | $ 150 | $ 20 |