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Shareholders' Equity | 3 Months Ended
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Mar. 31, 2020
Equity [Abstract] |
Shareholders' Equity | 6. SHAREHOLDERS’ EQUITY The following table presents the changes in shareholders’ equity that are attributable to the Company’s shareholders and to noncontrolling interests for the three months ended March 31, 2020 and 2019 (in thousands):
|  | Common shares |  |  | Additional Paid-In |  |  | Distributions in Excess of |  |  | Accumulated Other Comprehensive |  |  | Treasury shares |  |  | Noncontrolling |  |  | Total Shareholders' |
|  | Shares |  |  | Amount |  |  | Capital |  |  | Earnings |  |  | Loss |  |  | Shares |  |  | Amount |  |  | Interests |  |  | Equity |
For the Three Months Ended 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 |
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 additional 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 |
|  | 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, 2019 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, January 1, 2019 |  | $ | 120,585 |  |  | $ | 1,248 |  |  | $ | 1,210,916 |  |  | $ | (52,868 | ) |  | $ | (23,618 | ) |  |  | 4,210 |  |  | $ | (95,175 | ) |  | $ | (599 | ) |  | $ | 1,039,904 |
Proceeds from exercise of stock options |  |  | 22 |  |  |  | — |  |  |  | 333 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 333 |
Stock-based compensation expense |  |  | — |  |  |  | — |  |  |  | 6,727 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 6,727 |
Restricted stock granted |  |  | 778 |  |  |  | 8 |  |  |  | (8 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | - |
Restricted stock canceled |  |  | (6 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | - |
Dividends paid |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (57,945 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (57,945 | )
Shares withheld for net settlements of share- based awards [3] |  |  | (198 | ) |  |  | (2 | ) |  |  | (4,170 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,172 | )
Transition adjustment for accounting standard adoption [4] |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (968 | ) |  |  | 968 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | - |
Issuance of common stock - ESPP |  |  | 6 |  |  |  | — |  |  |  | 124 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 124 |
Net income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 40,705 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (56 | ) |  |  | 40,649 |
Other comprehensive income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,284 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,284 |
Balance, March 31, 2019 |  |  | 121,187 |  |  | $ | 1,254 |  |  | $ | 1,213,922 |  |  | $ | (71,076 | ) |  | $ | (21,366 | ) |  |  | 4,210 |  |  | $ | (95,175 | ) |  | $ | (655 | ) |  | $ | 1,026,904 |
[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 and replaces the CEO’s prior 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 currently equal to $8,925,065 (the “Grandfathered Payment”) which will be paid in the form of the Company’s common stock. The fair value of the Grandfathered payment was reclassified to stockholders’ equity as of March 31, 2020. Refer to Note 13 – Benefit Plans for further information.
[3] | During the three months ended March 31, 2020 and 2019, the Company withheld shares through net share settlements to satisfy statutory tax withholding requirements upon vesting of shares of restricted stock held by employees.
[4] | On January 1, 2019, the Company adopted Accounting Standard Update ("ASU") No. 2018-02 "Income Statement-Reporting Comprehensive Income-Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income".
REIT Distributions As a REIT, GEO is required to distribute annually at least 90% of its REIT taxable income (determined without regard to the dividends paid deduction and by excluding net capital gain) and began paying regular quarterly REIT dividends in 2013. The amount, timing and frequency of future dividends, however, will be at the sole discretion of GEO's Board of Directors (the "Board”) and will be declared based upon various factors, many of which are beyond GEO's control, including, GEO's financial condition and operating cash flows, the amount required to maintain REIT status, limitations on distributions in GEO's existing and future debt instruments, limitations on GEO's ability to fund distributions using cash generated through GEO's taxable REIT subsidiaries ("TRSs") and other factors that GEO's Board may deem relevant. During the three months ended March 31, 2020 and the year ended December 31, 2019, GEO declared and paid the following regular cash distributions to its shareholders as follows:
Declaration Date |  | Record Date |  | Payment Date |  | Distribution Per Share |  |  | Aggregate Payment Amount (in millions) |
February 4, 2019 |  | February 15, 2019 |  | February 22, 2019 |  | $ | 0.48 |  |  | $ | 57.9 |
April 3, 2019 |  | April 15, 2019 |  | April 22, 2019 |  | $ | 0.48 |  |  | $ | 58.2 |
July 9, 2019 |  | July 19, 2019 |  | July 26, 2019 |  | $ | 0.48 |  |  | $ | 58.2 |
October 14, 2019 |  | October 25, 2019 |  | November 1, 2019 |  | $ | 0.48 |  |  | $ | 58.2 |
February 3, 2020 |  | February 14, 2020 |  | February 21, 2020 |  | $ | 0.48 |  |  | $ | 58.2 |
Stock Buyback Program On February 14, 2018, the Company announced that its Board authorized a stock buyback program authorizing the Company to repurchase up to a maximum of $200.0 million of its shares of common stock. The stock buyback program will be funded primarily with cash on hand, free cash flow and borrowings under the Company's $900.0 million revolving credit facility (the "Revolver"). The program is effective through October 20, 2020. The stock buyback program is intended to be implemented through purchases made from time to time in the open market or in privately negotiated transactions, in accordance with applicable Securities and Exchange Commission ("SEC") requirements. The stock buyback program does not obligate the Company to purchase any specific amount of the Company's common stock and may be suspended or extended at any time at the discretion of the Company's Board. The Company repurchased 553,665 shares of its common stock during the three months ended March 31, 2020. Refer to Note 13 – Benefit Plans for further information. The Company believes it has the ability to continue to fund the stock buyback program, its debt service requirements and its maintenance and growth capital expenditure requirements, while maintaining sufficient liquidity for other corporate purposes. Prospectus Supplement On October 20, 2017, the Company filed with the SEC an automatic shelf registration on Form S-3. Under this shelf registration, the Company may, from time to time, sell any combination of securities described in the prospectus in one or more offerings. Each time that the Company may sell securities, the Company will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities being offered. On November 9, 2017, in connection with the shelf registration, the Company filed with the SEC a prospectus supplement related to the offer and sale from time to time of the Company’s common stock at an aggregate offering price of up to $150 million through sales agents. Sales of shares of the Company’s common stock under the prospectus supplement and the equity distribution agreements entered into with the sales agents, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933. There were no shares of common stock sold under this prospectus supplement during the three months ended March 31, 2020 or 2019. Comprehensive Income (Loss) Comprehensive income (loss) represents the change in shareholders' equity from transactions and other events and circumstances arising from non-shareholder sources. The Company's total comprehensive income (loss) is comprised of net income attributable to GEO, net income attributable to noncontrolling interests, foreign currency translation adjustments that arise from consolidating foreign operations that do not impact cash flows, net unrealized gains and/or losses on derivative instruments, and pension liability adjustments within shareholders' equity and comprehensive income (loss). The components of accumulated other comprehensive income (loss) attributable to GEO within shareholders' equity are as follows:
|  | Three Months Ended March 31, 2020 |
|  | (In thousands) |
|  | Foreign currency translation adjustments, net of tax attributable to The GEO Group, Inc. (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, 2020.
|  | Three Months Ended March 31, 2019 |
|  | (In thousands) |
|  | Foreign currency translation adjustments, net of tax attributable to The GEO Group, Inc. (1) |  |  | Change in fair value of derivatives, net of tax |  |  | Pension adjustments, net of tax |  |  | Total |
Balance, January 1, 2019 |  |  | (14,573 | ) |  |  | (5,746 | ) |  |  | (3,299 | ) |  |  | (23,618 | )
Current-period comprehensive income (loss) |  |  | 1,736 |  |  |  | 1,164 |  |  |  | (648 | ) |  |  | 2,252 |
Balance, March 31, 2019 |  |  | (12,837 | ) |  |  | (4,582 | ) |  |  | (3,947 | ) |  |  | (21,366 | )
| (1) | The foreign currency translation related to noncontrolling interests was not significant at March 31, 2019.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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