Condensed Consolidating Financial Information | 9 Months Ended |
Sep. 30, 2013 |
Condensed Consolidating Financial Information Disclosure [Abstract] | ' |
Condensed Consolidating Financial Information | ' |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
As of September 30, 2013, the Company's 6.625% Senior Notes, 7¾% Senior Notes, and 5.125% Senior Notes were fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Company and certain of its wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”). The following condensed consolidating financial information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the condensed consolidating financial information separately for: |
|
| | | | | | | | | | | | | | | | | | | |
(i) | The GEO Group, Inc., as the issuer of the notes; | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
(ii) | The Subsidiary Guarantors, on a combined basis, which are 100% owned by The GEO Group, Inc., and which are guarantors of the notes; | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
(iii) | The Company’s other subsidiaries, on a combined basis, which are not guarantors of the notes (the “Non-Guarantor Subsidiaries”); | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
(iv) | Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Company, the Subsidiary Guarantors and the Subsidiary Non-Guarantors and (b) eliminate the investments in the Company’s subsidiaries; and | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
(v) | The Company and its subsidiaries on a consolidated basis. | | | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
(dollars in thousands) |
(unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, 2013 |
| The GEO Group, Inc. | | Combined | | Combined | | Eliminations | | Consolidated |
Subsidiary | Non-Guarantor |
Guarantors | Subsidiaries |
Revenues | $ | 131,159 | | | $ | 301,244 | | | $ | 52,584 | | | $ | (105,145 | ) | | $ | 379,842 | |
|
Operating expenses | 115,671 | | | 233,143 | | | 40,234 | | | (105,145 | ) | | 283,903 | |
|
Depreciation and amortization | 6,266 | | | 16,411 | | | 1,211 | | | — | | | 23,888 | |
|
General and administrative expenses | 9,235 | | | 14,314 | | | 3,673 | | | — | | | 27,222 | |
|
Operating income (loss) | (13 | ) | | 37,376 | | | 7,466 | | | — | | | 44,829 | |
|
Interest income | 11,358 | | | 382 | | | 980 | | | (11,636 | ) | | 1,084 | |
|
Interest expense | (10,650 | ) | | (20,328 | ) | | (2,227 | ) | | 11,636 | | | (21,569 | ) |
|
Loss on extinguishment of debt | — | | | (1,451 | ) | | — | | | — | | | (1,451 | ) |
|
Income (loss) before income taxes and equity in earnings of affiliates | 695 | | | 15,979 | | | 6,219 | | | — | | | 22,893 | |
|
Income tax (benefit) provision | (5,673 | ) | | (3,300 | ) | | 1,218 | | | — | | | (7,755 | ) |
|
Equity in earnings of affiliates, net of income tax provision | — | | | — | | | 1,526 | | | — | | | 1,526 | |
|
Income before equity in income of consolidated subsidiaries | 6,368 | | | 19,279 | | | 6,527 | | | — | | | 32,174 | |
|
Income from consolidated subsidiaries, net of income tax provision | 25,806 | | | — | | | — | | | (25,806 | ) | | — | |
|
Income from continuing operations | 32,174 | | | 19,279 | | | 6,527 | | | (25,806 | ) | | 32,174 | |
|
Net loss from discontinued operations | (2,265 | ) | | — | | | — | | | — | | | (2,265 | ) |
|
Net income | 29,909 | | | 19,279 | | | 6,527 | | | (25,806 | ) | | 29,909 | |
|
Net income attributable to noncontrolling interests | — | | | — | | | (12 | ) | | — | | | (12 | ) |
|
Net income attributable to The GEO Group, Inc. | $ | 29,909 | | | $ | 19,279 | | | $ | 6,515 | | | $ | (25,806 | ) | | $ | 29,897 | |
|
| | | | | | | | | |
Net income | $ | 29,909 | | | $ | 19,279 | | | $ | 6,527 | | | $ | (25,806 | ) | | $ | 29,909 | |
|
Other comprehensive income, net of tax | — | | | 40 | | | 608 | | | — | | | 648 | |
|
Total comprehensive income | $ | 29,909 | | | $ | 19,319 | | | $ | 7,135 | | | $ | (25,806 | ) | | $ | 30,557 | |
|
Comprehensive loss attributable to noncontrolling interests | — | | | — | | | (4 | ) | | — | | | (4 | ) |
|
Comprehensive income attributable to The GEO Group, Inc. | $ | 29,909 | | | $ | 19,319 | | | $ | 7,131 | | | $ | (25,806 | ) | | $ | 30,553 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
(dollars in thousands) |
(unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, 2012 |
| The GEO Group, Inc. | | Combined | | Combined | | Eliminations | | Consolidated |
Subsidiary | Non-Guarantor |
Guarantors | Subsidiaries |
Revenues | $ | 152,628 | | | $ | 179,803 | | | $ | 56,967 | | | $ | (20,282 | ) | | $ | 369,116 | |
|
Operating expenses | 129,012 | | | 111,489 | | | 47,923 | | | (20,282 | ) | | 268,142 | |
|
Depreciation and amortization | 7,328 | | | 13,687 | | | 1,929 | | | — | | | 22,944 | |
|
General and administrative expenses | 9,625 | | | 12,903 | | | 3,900 | | | — | | | 26,428 | |
|
Operating income | 6,663 | | | 41,724 | | | 3,215 | | | — | | | 51,602 | |
|
Interest income | 8,178 | | | 385 | | | 1,640 | | | (8,552 | ) | | 1,651 | |
|
Interest expense | (17,288 | ) | | (8,433 | ) | | (3,436 | ) | | 8,552 | | | (20,605 | ) |
|
Loss on early extinguishment of debt | — | | | (8,462 | ) | | — | | | — | | | (8,462 | ) |
|
Income (loss) before income taxes and equity in earnings of affiliates | (2,447 | ) | | 25,214 | | | 1,419 | | | — | | | 24,186 | |
|
Income tax (benefit) provision | (994 | ) | | 9,873 | | | 1,246 | | | — | | | 10,125 | |
|
Equity in earnings of affiliates, net of income tax provision | — | | | — | | | 474 | | | — | | | 474 | |
|
Income (loss) from continuing operations before equity in income of consolidated subsidiaries | (1,453 | ) | | 15,341 | | | 647 | | | — | | | 14,535 | |
|
Income from consolidated subsidiaries, net of income tax provision | 15,988 | | | — | | | — | | | (15,988 | ) | | — | |
|
Income from continuing operations | 14,535 | | | 15,341 | | | 647 | | | (15,988 | ) | | 14,535 | |
|
Net income from discontinued operations | 192 | | | 1,724 | | | 164 | | | (1,888 | ) | | 192 | |
|
Net income | 14,727 | | | 17,065 | | | 811 | | | (17,876 | ) | | 14,727 | |
|
Net income attributable to noncontrolling interests | — | | | — | | | 890 | | | — | | | 890 | |
|
Net income attributable to The GEO Group, Inc. | $ | 14,727 | | | $ | 17,065 | | | $ | 1,701 | | | $ | (17,876 | ) | | $ | 15,617 | |
|
| | | | | | | | | |
Net income | $ | 14,727 | | | $ | 17,065 | | | $ | 811 | | | $ | (17,876 | ) | | $ | 14,727 | |
|
Other comprehensive income (loss), net of tax | 30 | | | — | | | 85 | | | — | | | 115 | |
|
Total comprehensive income | $ | 14,757 | | | $ | 17,065 | | | $ | 896 | | | $ | (17,876 | ) | | $ | 14,842 | |
|
Comprehensive income attributable to noncontrolling interests | — | | | — | | | 903 | | | — | | | 903 | |
|
Comprehensive income attributable to The GEO Group, Inc. | $ | 14,757 | | | $ | 17,065 | | | $ | 1,799 | | | $ | (17,876 | ) | | $ | 15,745 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
(dollars in thousands) |
(unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| For the Nine Months Ended September 30, 2013 |
| The GEO Group, Inc. | | Combined | | Combined | | Eliminations | | Consolidated |
Subsidiary | Non-Guarantor |
Guarantors | Subsidiaries |
Revenues | $ | 363,508 | | | $ | 927,893 | | | $ | 165,553 | | | $ | (318,428 | ) | | $ | 1,138,526 | |
|
Operating expenses | 317,189 | | | 712,814 | | | 132,371 | | | (318,428 | ) | | 843,946 | |
|
Depreciation and amortization | 17,963 | | | 48,849 | | | 3,668 | | | — | | | 70,480 | |
|
General and administrative expenses | 26,589 | | | 47,926 | | | 12,110 | | | — | | | 86,625 | |
|
Operating income (loss) | 1,767 | | | 118,304 | | | 17,404 | | | — | | | 137,475 | |
|
Interest income | 19,347 | | | 1,291 | | | 3,199 | | | (20,404 | ) | | 3,433 | |
|
Interest expense | (30,942 | ) | | (44,467 | ) | | (7,008 | ) | | 20,404 | | | (62,013 | ) |
|
Loss on extinguishment of debt | (2,600 | ) | | (4,378 | ) | | — | | | — | | | (6,978 | ) |
|
Income (loss) before income taxes and equity in earnings of affiliates | (12,428 | ) | | 70,750 | | | 13,595 | | | — | | | 71,917 | |
|
Income tax (benefit) provision | (14,679 | ) | | (2,668 | ) | | 3,205 | | | — | | | (14,142 | ) |
|
Equity in earnings of affiliates, net of income tax provision | — | | | — | | | 3,772 | | | — | | | 3,772 | |
|
Income (loss) from continuing operations before equity in income of consolidated subsidiaries | 2,251 | | | 73,418 | | | 14,162 | | | — | | | 89,831 | |
|
Income from consolidated subsidiaries, net of income tax provision | 87,580 | | | — | | | — | | | (87,580 | ) | | — | |
|
Income from continuing operations | 89,831 | | | 73,418 | | | 14,162 | | | (87,580 | ) | | 89,831 | |
|
Net income loss from discontinued operations | (2,265 | ) | | — | | | — | | | — | | | (2,265 | ) |
|
Net income | 87,566 | | | 73,418 | | | 14,162 | | | (87,580 | ) | | 87,566 | |
|
Net income attributable to noncontrolling interests | — | | | — | | | (42 | ) | | — | | | (42 | ) |
|
Net income attributable to The GEO Group, Inc. | $ | 87,566 | | | $ | 73,418 | | | $ | 14,120 | | | $ | (87,580 | ) | | $ | 87,524 | |
|
| | | | | | | | | |
Net income | $ | 87,566 | | | $ | 73,418 | | | $ | 14,162 | | | $ | (87,580 | ) | | $ | 87,566 | |
|
Other comprehensive income (loss), net of tax | — | | | 121 | | | (5,912 | ) | | — | | | (5,791 | ) |
|
Total comprehensive income | 87,566 | | | 73,539 | | | 8,250 | | | (87,580 | ) | | 81,775 | |
|
Comprehensive loss attributable to noncontrolling interests | — | | | — | | | 38 | | | — | | | 38 | |
|
Comprehensive income attributable to The GEO Group, Inc. | $ | 87,566 | | | $ | 73,539 | | | $ | 8,288 | | | $ | (87,580 | ) | | $ | 81,813 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
(dollars in thousands) |
(unaudited) |
|
|
|
| | | | | | | | | | | | | | | | | | | |
| For the Nine Months Ended September 30, 2012 |
| The GEO Group, Inc. | | Combined | | Combined | | Eliminations | | Consolidated |
Subsidiary | Non-Guarantor |
Guarantors | Subsidiaries |
Revenues | $ | 446,997 | | | $ | 541,291 | | | $ | 172,740 | | | $ | (60,697 | ) | | $ | 1,100,331 | |
|
Operating expenses | 390,472 | | | 339,494 | | | 138,734 | | | (60,697 | ) | | 808,003 | |
|
Depreciation and amortization | 21,572 | | | 40,372 | | | 6,201 | | | — | | | 68,145 | |
|
General and administrative expenses | 28,405 | | | 38,980 | | | 11,758 | | | — | | | 79,143 | |
|
Operating income (loss) | 6,548 | | | 122,445 | | | 16,047 | | | — | | | 145,040 | |
|
Interest income | 23,833 | | | 1,271 | | | 4,902 | | | (24,787 | ) | | 5,219 | |
|
Interest expense | (51,042 | ) | | (24,270 | ) | | (11,504 | ) | | 24,787 | | | (62,029 | ) |
|
Loss on early extinguishment of debt | — | | | (8,462 | ) | | — | | | — | | | (8,462 | ) |
|
Income (loss) before income taxes and equity in earnings of affiliates | (20,661 | ) | | 90,984 | | | 9,445 | | | — | | | 79,768 | |
|
Income tax (benefit) provision | (7,316 | ) | | 35,044 | | | 4,547 | | | — | | | 32,275 | |
|
Equity in earnings of affiliates, net of income tax provision | — | | | — | | | 1,652 | | | — | | | 1,652 | |
|
Income (loss) from continuing operations before equity in income of consolidated subsidiaries | (13,345 | ) | | 55,940 | | | 6,550 | | | — | | | 49,145 | |
|
Income from consolidated subsidiaries, net of income tax provision | 62,489 | | | — | | | — | | | (62,489 | ) | | — | |
|
Income from continuing operations | 49,144 | | | 55,940 | | | 6,550 | | | (62,489 | ) | | 49,145 | |
|
Net income from discontinued operations | 3,117 | | | 4,842 | | | 716 | | | (5,558 | ) | | 3,117 | |
|
Net income | 52,261 | | | 60,782 | | | 7,266 | | | (68,047 | ) | | 52,262 | |
|
Net income attributable to noncontrolling interests | — | | | — | | | 881 | | | — | | | 881 | |
|
Net income attributable to The GEO Group, Inc. | $ | 52,261 | | | $ | 60,782 | | | $ | 8,147 | | | $ | (68,047 | ) | | $ | 53,143 | |
|
| | | | | | | | | |
Net income | $ | 52,261 | | | $ | 60,782 | | | $ | 7,266 | | | $ | (68,047 | ) | | $ | 52,262 | |
|
Other comprehensive income (loss), net of tax | 89 | | | — | | | (469 | ) | | — | | | (380 | ) |
|
Total comprehensive income | $ | 52,350 | | | $ | 60,782 | | | $ | 6,797 | | | $ | (68,047 | ) | | $ | 51,882 | |
|
Comprehensive income attributable to noncontrolling interests | — | | | — | | | 900 | | | — | | | 900 | |
|
Comprehensive income attributable to The GEO Group, Inc. | $ | 52,350 | | | $ | 60,782 | | | $ | 7,697 | | | $ | (68,047 | ) | | $ | 52,782 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEET |
(dollars in thousands) |
(unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| As of September 30, 2013 |
| The GEO Group, Inc. | | Combined | | Combined | | Eliminations | | Consolidated |
Subsidiary | Non-Guarantor |
Guarantors | Subsidiaries |
| |
ASSETS |
Cash and cash equivalents | $ | 24,964 | | | $ | 3,479 | | | $ | 24,718 | | | $ | — | | | $ | 53,161 | |
|
Restricted cash and investments | — | | | — | | | 9,337 | | | — | | | 9,337 | |
|
Accounts receivable, less allowance for doubtful accounts | 78,712 | | | 147,352 | | | 18,494 | | | — | | | 244,558 | |
|
Current deferred income tax assets | — | | | 14,605 | | | 3,685 | | | — | | | 18,290 | |
|
Prepaid expenses and other current assets | 9,264 | | | 23,817 | | | 16,554 | | | (1,154 | ) | | 48,481 | |
|
Total current assets | 112,940 | | | 189,253 | | | 72,788 | | | (1,154 | ) | | 373,827 | |
|
Restricted Cash and Investments | 149 | | | 10,008 | | | 14,146 | | | — | | | 24,303 | |
|
Property and Equipment, Net | 684,368 | | | 959,137 | | | 85,902 | | | — | | | 1,729,407 | |
|
Assets Held for Sale | — | | | 1,200 | | | — | | | — | | | 1,200 | |
|
Direct Finance Lease Receivable | — | | | — | | | 19,310 | | | — | | | 19,310 | |
|
Intercompany Receivable | 935,735 | | | 193,497 | | | — | | | (1,129,232 | ) | | — | |
|
Non-Current Deferred Income Tax Assets | — | | | — | | | 2,532 | | | — | | | 2,532 | |
|
Goodwill | 34 | | | 489,502 | | | 694 | | | — | | | 490,230 | |
|
Intangible Assets, Net | — | | | 165,767 | | | 1,318 | | | — | | | 167,085 | |
|
Investment in Subsidiaries | 969,465 | | | 420,318 | | | — | | | (1,389,783 | ) | | — | |
|
Other Non-Current Assets | 25,890 | | | 105,758 | | | 35,431 | | | (79,568 | ) | | 87,511 | |
|
Total Assets | $ | 2,728,581 | | | $ | 2,534,440 | | | $ | 232,121 | | | $ | (2,599,737 | ) | | $ | 2,895,405 | |
|
| | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
Accounts payable | $ | 2,163 | | | $ | 40,723 | | | $ | 3,171 | | | $ | — | | | $ | 46,057 | |
|
Accrued payroll and related taxes | 207 | | | 29,371 | | | 16,859 | | | — | | | 46,437 | |
|
Accrued expenses | 41,780 | | | 62,520 | | | 16,123 | | | (1,155 | ) | | 119,268 | |
|
Current portion of capital lease obligations, long-term debt and non-recourse debt | 3,000 | | | 1,193 | | | 12,927 | | | — | | | 17,120 | |
|
Current liabilities of discontinued operations | 2,265 | | | — | | | — | | | — | | | 2,265 | |
|
Total current liabilities | 49,415 | | | 133,807 | | | 49,080 | | | (1,155 | ) | | 231,147 | |
|
Non-Current Deferred Income Tax Liabilities | — | | | 15,703 | | | — | | | — | | | 15,703 | |
|
Intercompany Payable | 183,142 | | | 931,904 | | | 14,187 | | | (1,129,233 | ) | | — | |
|
Other Non-Current Liabilities | 13,872 | | | 136,647 | | | 3,269 | | | (79,564 | ) | | 74,224 | |
|
Capital Lease Obligations | — | | | 11,177 | | | — | | | — | | | 11,177 | |
|
Long-Term Debt | 1,448,233 | | | — | | | — | | | — | | | 1,448,233 | |
|
Non-Recourse Debt | — | | | — | | | 80,548 | | | — | | | 80,548 | |
|
Commitments & Contingencies | | | | | | | | | | | | | | |
|
Shareholders' Equity: | | | | | | | | | |
The GEO Group, Inc. Shareholders' Equity | 1,033,919 | | | 1,305,202 | | | 84,583 | | | (1,389,785 | ) | | 1,033,919 | |
|
Noncontrolling Interests | — | | | — | | | 454 | | | — | | | 454 | |
|
Total Shareholders’ Equity | 1,033,919 | | | 1,305,202 | | | 85,037 | | | (1,389,785 | ) | | 1,034,373 | |
|
Total Liabilities and Shareholders' Equity | $ | 2,728,581 | | | $ | 2,534,440 | | | $ | 232,121 | | | $ | (2,599,737 | ) | | $ | 2,895,405 | |
|
CONDENSED CONSOLIDATING BALANCE SHEET |
(dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| As of December 31, 2012 |
| The GEO Group, Inc. | | Combined | | Combined | | Eliminations | | Consolidated |
Subsidiary | Non-Guarantor |
Guarantors | Subsidiaries |
| |
ASSETS |
Cash and cash equivalents | $ | 4,764 | | | $ | 1,917 | | | $ | 25,074 | | | $ | — | | | $ | 31,755 | |
|
Restricted cash and investments | — | | | — | | | 15,654 | | | — | | | 15,654 | |
|
Accounts receivable, less allowance for doubtful accounts | 124,670 | | | 102,704 | | | 19,261 | | | — | | | 246,635 | |
|
Current deferred income tax assets | 13,106 | | | 1,498 | | | 3,686 | | | — | | | 18,290 | |
|
Prepaid expenses and other current assets | 8,657 | | | 5,890 | | | 11,456 | | | (1,154 | ) | | 24,849 | |
|
Total current assets | 151,197 | | | 112,009 | | | 75,131 | | | (1,154 | ) | | 337,183 | |
|
Restricted Cash and Investments | 7,953 | | | — | | | 24,803 | | | — | | | 32,756 | |
|
Property and Equipment, Net | 633,458 | | | 939,995 | | | 113,706 | | | — | | | 1,687,159 | |
|
Assets Held for Sale | — | | | 3,243 | | | — | | | — | | | 3,243 | |
|
Direct Finance Lease Receivable | — | | | — | | | 26,757 | | | — | | | 26,757 | |
|
Intercompany Receivable | 591,273 | | | 14,305 | | | — | | | (605,578 | ) | | — | |
|
Non-Current Deferred Income Tax Assets | 16,230 | | | — | | | 2,532 | | | (16,230 | ) | | 2,532 | |
|
Goodwill | 34 | | | 489,502 | | | 772 | | | — | | | 490,308 | |
|
Intangible Assets, Net | — | | | 176,666 | | | 1,652 | | | — | | | 178,318 | |
|
Investment in Subsidiaries | 1,151,998 | | | 41,356 | | | — | | | (1,193,354 | ) | | — | |
|
Other Non-Current Assets | 38,574 | | | 84,931 | | | 36,584 | | | (79,151 | ) | | 80,938 | |
|
Total Assets | $ | 2,590,717 | | | $ | 1,862,007 | | | $ | 281,937 | | | $ | (1,895,467 | ) | | $ | 2,839,194 | |
|
| | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
Accounts payable | $ | 29,889 | | | $ | 17,407 | | | $ | 2,814 | | | $ | — | | | $ | 50,110 | |
|
Accrued payroll and related taxes | 4,774 | | | 16,264 | | | 18,284 | | | — | | | 39,322 | |
|
Accrued expenses | 94,350 | | | 5,515 | | | 17,846 | | | (1,154 | ) | | 116,557 | |
|
Current portion of capital lease obligations, long-term debt and non-recourse debt | 33,925 | | | 1,311 | | | 18,646 | | | — | | | 53,882 | |
|
Total current liabilities | 162,938 | | | 40,497 | | | 57,590 | | | (1,154 | ) | | 259,871 | |
|
Non-Current Deferred Income Tax Liabilities | — | | | 31,933 | | | — | | | (16,230 | ) | | 15,703 | |
|
Intercompany Payable | — | | | 586,428 | | | 19,150 | | | (605,578 | ) | | — | |
|
Other Non-Current Liabilities | 63,657 | | | 96,822 | | | 697 | | | (79,151 | ) | | 82,025 | |
|
Capital Lease Obligations | — | | | 11,926 | | | — | | | — | | | 11,926 | |
|
Long-Term Debt | 1,317,310 | | | 219 | | | — | | | — | | | 1,317,529 | |
|
Non-Recourse Debt | — | | | — | | | 104,836 | | | — | | | 104,836 | |
|
Commitments & Contingencies | | | | | | | | | |
|
Shareholders' Equity: | | | | | | | | | | | | | | |
|
The GEO Group, Inc. Shareholders' Equity | 1,046,812 | | | 1,094,182 | | | 99,172 | | | (1,193,354 | ) | | 1,046,812 | |
|
Noncontrolling Interests | — | | | — | | | 492 | | | — | | | 492 | |
|
Total Shareholders’ Equity | 1,046,812 | | | 1,094,182 | | | 99,664 | | | (1,193,354 | ) | | 1,047,304 | |
|
Total Liabilities and Shareholders' Equity | $ | 2,590,717 | | | $ | 1,862,007 | | | $ | 281,937 | | | $ | (1,895,467 | ) | | $ | 2,839,194 | |
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
(dollars in thousands) |
(unaudited) |
|
| | | | |
| | | | | | | | | | | | | | | | | | | |
| For the Nine Months Ended September 30, 2013 | | | | |
| The GEO Group, Inc. | | Combined | | Combined | | Consolidated | | | | |
Subsidiary | Non-Guarantor | | | | |
Guarantors | Subsidiaries | | | | |
Cash Flow from Operating Activities: | | | | | | | | | | | |
Cash provided by operating activities - continuing operations | $ | 110,143 | | | $ | 30,302 | | | $ | 15,110 | | | $ | 155,555 | | | | | |
| | | |
Cash provided by operating activities - discontinued operations | $ | 2,265 | | | $ | — | | | $ | — | | | $ | 2,265 | | | | | |
| | | |
Net cash provided by operating activities | $ | 112,408 | | | $ | 30,302 | | | $ | 15,110 | | | $ | 157,820 | | | | | |
| | | |
Cash Flow from Investing Activities: | | | | | | | | | | | |
Proceeds from sale of property and equipment | — | | | 204 | | | — | | | 204 | | | | | |
| | | |
Proceeds from sale of assets held for sale | — | | | 1,968 | | | — | | | 1,968 | | | | | |
| | | |
Net working capital adjustment from RTS divestiture | (996 | ) | | — | | | — | | | (996 | ) | | | | |
| | | |
Change in restricted cash and investments | (149 | ) | | (2,055 | ) | | 16,180 | | | 13,976 | | | | | |
| | | |
Capital expenditures | (71,848 | ) | | (27,967 | ) | | (1,635 | ) | | (101,450 | ) | | | | |
Net cash provided by (used in) investing activities | (72,993 | ) | | (27,850 | ) | | 14,545 | | | (86,298 | ) | | | | |
| | | |
Cash Flow from Financing Activities: | | | | | | | | | | | |
Proceeds from long-term debt | 842,000 | | | — | | | — | | | 842,000 | | | | | |
| | | |
Payments on long-term debt | (741,424 | ) | | (890 | ) | | (27,042 | ) | | (769,356 | ) | | | | |
Proceeds from reissuance of treasury stock in connection with ESPP | 228 | | | — | | | — | | | 228 | | | | | |
| | | |
Debt issuance costs | (19,317 | ) | | — | | | — | | | (19,317 | ) | | | | |
| | | |
Income tax benefit of equity compensation | 1,883 | | | — | | | — | | | 1,883 | | | | | |
| | | |
Proceeds from the exercise of stock options | 4,941 | | | — | | | — | | | 4,941 | | | | | |
| | | |
Cash dividends paid | (107,526 | ) | | — | | | — | | | (107,526 | ) | | | | |
| | | |
Net cash used in financing activities | (19,215 | ) | | (890 | ) | | (27,042 | ) | | (47,147 | ) | | | | |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | — | | | — | | | (2,969 | ) | | (2,969 | ) | | | | |
| | | |
Net Increase (Decrease) in Cash and Cash Equivalents | 20,200 | | | 1,562 | | | (356 | ) | | 21,406 | | | | | |
| | | |
Cash and Cash Equivalents, beginning of period | 4,764 | | | 1,917 | | | 25,074 | | | 31,755 | | | | | |
| | | |
Cash and Cash Equivalents, end of period | $ | 24,964 | | | $ | 3,479 | | | $ | 24,718 | | | $ | 53,161 | | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
(dollars in thousands) |
(unaudited) |
|
| | | | |
| | | | | | | | | | | | | | | | | | | |
| For the Nine Months Ended September 30, 2012 | | | | |
| The GEO Group, Inc. | | Combined | | Combined | | Consolidated | | | | |
Subsidiary | Non-Guarantor | | | | |
Guarantors | Subsidiaries | | | | |
Cash Flow from Operating Activities: | | | | | | | | | | | |
Cash provided by operating activities - continuing operations | $ | 85,422 | | | $ | 81,376 | | | $ | 61,941 | | | $ | 228,739 | | | | | |
| | | |
Cash provided by operating activities - discontinued operations | 339 | | | (4,378 | ) | | 2,863 | | | (1,176 | ) | | | | |
| | | |
Net cash provided by operating activities | 85,761 | | | 76,998 | | | 64,804 | | | 227,563 | | | | | |
| | | |
Cash Flow from Investing Activities: | | | | | | | | | | | |
Acquisition of ownership interests in MCF | — | | | (35,154 | ) | | — | | | (35,154 | ) | | | | |
| | | |
Proceeds from sale of property and equipment | 302 | | | 203 | | | 103 | | | 608 | | | | | |
| | | |
Proceeds from sale of assets held for sale | — | | | 5,641 | | | | | | 5,641 | | | | | |
| | | |
Change in restricted cash and investments | 416 | | | — | | | 40,659 | | | 41,075 | | | | | |
| | | |
Capital expenditures | (58,709 | ) | | (28,750 | ) | | (3,019 | ) | | (90,478 | ) | | | | |
Cash (used in) provided by investing activities - continuing operations | (57,991 | ) | | (58,060 | ) | | 37,743 | | | (78,308 | ) | | | | |
| | | |
Cash used in investing activities - discontinued operations | (388 | ) | | (1,787 | ) | | — | | | (2,175 | ) | | | | |
| | | |
Net cash (used in) provided by investing activities | (58,379 | ) | | (59,847 | ) | | 37,743 | | | (80,483 | ) | | | | |
| | | |
Cash Flow from Financing Activities: | | | | | | | | | | | |
Distribution to noncontrolling interests | — | | | — | | | (5,758 | ) | | (5,758 | ) | | | | |
| | | |
Proceeds from long-term debt | 263,000 | | | — | | | — | | | 263,000 | | | | | |
| | | |
Payments on long-term debt | (247,834 | ) | | (1,038 | ) | | (103,259 | ) | | (352,131 | ) | | | | |
Payments for retirement of common stock | (1,035 | ) | | — | | | — | | | (1,035 | ) | | | | |
| | | |
Payment of make-whole provision and other fees for early extinguishment of debt | — | | | (14,861 | ) | | — | | | (14,861 | ) | | | | |
| | | |
Proceeds from reissuance of treasury stock in connection with ESPP | 373 | | | — | | | — | | | 373 | | | | | |
| | | |
Decrease in common stock | (48 | ) | | — | | | — | | | (48 | ) | | | | |
| | | |
Debt issuance costs | (880 | ) | | — | | | (37 | ) | | (917 | ) | | | | |
| | | |
Income tax provision of equity compensation | 241 | | | — | | | — | | | 241 | | | | | |
| | | |
Proceeds from the exercise of stock options | 1,846 | | | — | | | — | | | 1,846 | | | | | |
| | | |
Cash dividends paid | (12,304 | ) | | — | | | — | | | (12,304 | ) | | | | |
| | | |
Net cash provided by (used in) financing activities | 3,359 | | | (15,899 | ) | | (109,054 | ) | | (121,594 | ) | | | | |
| | | |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | — | | | — | | | 15 | | | 15 | | | | | |
| | | |
Net Increase (Decrease) in Cash and Cash Equivalents | 30,741 | | | 1,252 | | | (6,492 | ) | | 25,501 | | | | | |
| | | |
Cash and Cash Equivalents, beginning of period | 15,086 | | | 3,091 | | | 25,200 | | | 43,377 | | | | | |
| | | |
Cash and Cash Equivalents, end of period | $ | 45,827 | | | $ | 4,343 | | | $ | 18,708 | | | $ | 68,878 | | | | | |
| | | |
| | | | | | | | | | | | | | | | | | | | |