Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2014 |
Condensed Consolidating Financial Information Disclosure [Abstract] | ' |
Condensed Consolidating Financial Information | ' |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
As of March 31, 2014, the Company's 6.625% Senior Notes, 5.125% Senior Notes and 5 7/8% 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: |
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(i) | The GEO Group, Inc., as the issuer of the notes; | | | | | | | | | | | | | | | | | | |
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(ii) | The Subsidiary Guarantors, on a combined basis, which are 100% owned by The GEO Group, Inc., and which are guarantors of the notes; | | | | | | | | | | | | | | | | | | |
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(iii) | The Company’s other subsidiaries, on a combined basis, which are not guarantors of the notes (the “Non-Guarantor Subsidiaries”); | | | | | | | | | | | | | | | | | | |
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(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 | | | | | | | | | | | | | | | | | | |
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(v) | The Company and its subsidiaries on a consolidated basis. | | | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
(dollars in thousands) |
(unaudited) |
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| For the Three Months Ended March 31, 2014 |
| The GEO Group, Inc. | | Combined | | Combined | | Eliminations | | Consolidated |
Subsidiary | Non-Guarantor |
Guarantors | Subsidiaries |
Revenues | $ | 134,754 | | | $ | 314,985 | | | $ | 52,331 | | | $ | (108,933 | ) | | $ | 393,137 | |
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Operating expenses | 107,222 | | | 250,680 | | | 42,954 | | | (108,933 | ) | | 291,923 | |
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Depreciation and amortization | 6,406 | | | 16,634 | | | 1,102 | | | — | | | 24,142 | |
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General and administrative expenses | 9,339 | | | 15,536 | | | 3,627 | | | — | | | 28,502 | |
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Operating income (loss) | 11,787 | | | 32,135 | | | 4,648 | | | — | | | 48,570 | |
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Interest income | 5,536 | | | 436 | | | 679 | | | (5,919 | ) | | 732 | |
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Interest expense | (11,074 | ) | | (13,763 | ) | | (1,734 | ) | | 5,919 | | | (20,652 | ) |
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Income before income taxes and equity in earnings of affiliates | 6,249 | | | 18,808 | | | 3,593 | | | — | | | 28,650 | |
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Income tax provision | — | | | 1,294 | | | 844 | | | — | | | 2,138 | |
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Equity in earnings of affiliates, net of income tax provision | — | | | — | | | 1,484 | | | — | | | 1,484 | |
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Income before equity in income of consolidated subsidiaries | 6,249 | | | 17,514 | | | 4,233 | | | — | | | 27,996 | |
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Income from consolidated subsidiaries, net of income tax provision | 21,747 | | | — | | | — | | | (21,747 | ) | | — | |
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Net income | 27,996 | | | 17,514 | | | 4,233 | | | (21,747 | ) | | 27,996 | |
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Net income attributable to noncontrolling interests | — | | | — | | | (6 | ) | | — | | | (6 | ) |
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Net income attributable to The GEO Group, Inc. | $ | 27,996 | | | $ | 17,514 | | | $ | 4,227 | | | $ | (21,747 | ) | | $ | 27,990 | |
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Net income | $ | 27,996 | | | $ | 17,514 | | | $ | 4,233 | | | $ | (21,747 | ) | | $ | 27,996 | |
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Other comprehensive income, net of tax | — | | | 19 | | | 1,027 | | | — | | | 1,046 | |
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Total comprehensive income | $ | 27,996 | | | $ | 17,533 | | | $ | 5,260 | | | $ | (21,747 | ) | | $ | 29,042 | |
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Comprehensive loss attributable to noncontrolling interests | — | | | — | | | (2 | ) | | — | | | (2 | ) |
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Comprehensive income attributable to The GEO Group, Inc. | $ | 27,996 | | | $ | 17,533 | | | $ | 5,258 | | | $ | (21,747 | ) | | $ | 29,040 | |
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
(dollars in thousands) |
(unaudited) |
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| For the Three Months Ended March 31, 2013 |
| The GEO Group, Inc. | | Combined | | Combined | | Eliminations | | Consolidated |
Subsidiary | Non-Guarantor |
Guarantors | Subsidiaries |
Revenues | $ | 113,491 | | | $ | 312,528 | | | $ | 57,385 | | | $ | (106,373 | ) | | $ | 377,031 | |
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Operating expenses | 99,409 | | | 240,477 | | | 47,284 | | | (106,373 | ) | | 280,797 | |
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Depreciation and amortization | 5,824 | | | 15,881 | | | 1,230 | | | — | | | 22,935 | |
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General and administrative expenses | 9,197 | | | 18,192 | | | 4,651 | | | — | | | 32,040 | |
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Operating income (loss) | (939 | ) | | 37,978 | | | 4,220 | | | — | | | 41,259 | |
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Interest income | 3,960 | | | 550 | | | 1,096 | | | (4,422 | ) | | 1,184 | |
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Interest expense | (9,920 | ) | | (11,431 | ) | | (2,412 | ) | | 4,422 | | | (19,341 | ) |
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Income (loss) before income taxes and equity in earnings of affiliates | (6,899 | ) | | 27,097 | | | 2,904 | | | — | | | 23,102 | |
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Income tax (benefit) provision | (667 | ) | | 406 | | | 1,142 | | | — | | | 881 | |
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Equity in earnings of affiliates, net of income tax provision | — | | | — | | | 1,217 | | | — | | | 1,217 | |
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Income (loss) before equity in income of consolidated subsidiaries | (6,232 | ) | | 26,691 | | | 2,979 | | | — | | | 23,438 | |
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Income from consolidated subsidiaries, net of income tax provision | 29,670 | | | — | | | — | | | (29,670 | ) | | — | |
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Net income | 23,438 | | | 26,691 | | | 2,979 | | | (29,670 | ) | | 23,438 | |
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Net income attributable to noncontrolling interests | — | | | — | | | (18 | ) | | — | | | (18 | ) |
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Net income attributable to The GEO Group, Inc. | $ | 23,438 | | | $ | 26,691 | | | $ | 2,961 | | | $ | (29,670 | ) | | $ | 23,420 | |
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Net income | $ | 23,438 | | | $ | 26,691 | | | $ | 2,979 | | | $ | (29,670 | ) | | $ | 23,438 | |
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Other comprehensive income (loss), net of tax | — | | | 40 | | | (1,220 | ) | | — | | | (1,180 | ) |
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Total comprehensive income | $ | 23,438 | | | $ | 26,731 | | | $ | 1,759 | | | $ | (29,670 | ) | | $ | 22,258 | |
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Comprehensive income attributable to noncontrolling interests | — | | | — | | | 23 | | | — | | | 23 | |
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Comprehensive income attributable to The GEO Group, Inc. | $ | 23,438 | | | $ | 26,731 | | | $ | 1,782 | | | $ | (29,670 | ) | | $ | 22,281 | |
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CONDENSED CONSOLIDATING BALANCE SHEET |
(dollars in thousands) |
(unaudited) |
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| As of March 31, 2014 |
| The GEO Group, Inc. | | Combined | | Combined | | Eliminations | | Consolidated |
Subsidiary | Non-Guarantor |
Guarantors | Subsidiaries |
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ASSETS |
Cash and cash equivalents | $ | 7,498 | | | $ | 3,835 | | | $ | 26,730 | | | $ | — | | | $ | 38,063 | |
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Restricted cash and investments | — | | | — | | | 14,094 | | | — | | | 14,094 | |
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Accounts receivable, less allowance for doubtful accounts | 95,584 | | | 160,974 | | | 19,206 | | | — | | | 275,764 | |
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Current deferred income tax assets | — | | | 19,236 | | | 1,700 | | | — | | | 20,936 | |
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Prepaid expenses and other current assets | 7,169 | | | 17,956 | | | 15,906 | | | (1,154 | ) | | 39,877 | |
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Total current assets | 110,251 | | | 202,001 | | | 77,636 | | | (1,154 | ) | | 388,734 | |
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Restricted Cash and Investments | 185 | | | 11,874 | | | 7,269 | | | — | | | 19,328 | |
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Property and Equipment, Net | 687,560 | | | 954,677 | | | 84,632 | | | — | | | 1,726,869 | |
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Direct Finance Lease Receivable | — | | | — | | | 15,869 | | | — | | | 15,869 | |
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Intercompany Receivable | 932,983 | | | 142,703 | | | (24 | ) | | (1,075,662 | ) | | — | |
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Non-Current Deferred Income Tax Assets | — | | | — | | | 4,821 | | | — | | | 4,821 | |
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Goodwill | 34 | | | 493,189 | | | 688 | | | — | | | 493,911 | |
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Intangible Assets, Net | — | | | 165,925 | | | 1,208 | | | — | | | 167,133 | |
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Investment in Subsidiaries | 928,874 | | | 392,972 | | | 4 | | | (1,321,850 | ) | | — | |
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Other Non-Current Assets | 21,813 | | | 104,700 | | | 37,297 | | | (79,687 | ) | | 84,123 | |
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Total Assets | $ | 2,681,700 | | | $ | 2,468,041 | | | $ | 229,400 | | | $ | (2,478,353 | ) | | $ | 2,900,788 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
Accounts payable | $ | 7,970 | | | $ | 40,770 | | | $ | 3,657 | | | $ | — | | | $ | 52,397 | |
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Accrued payroll and related taxes | 207 | | | 32,540 | | | 16,366 | | | — | | | 49,113 | |
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Accrued expenses and other | 36,088 | | | 62,812 | | | 18,774 | | | (1,154 | ) | | 116,520 | |
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Current portion of capital lease obligations, long-term debt and non-recourse debt | 3,000 | | | 1,163 | | | 18,364 | | | — | | | 22,527 | |
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Current liabilities of discontinued operations | — | | | — | | | — | | | — | | | — | |
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Total current liabilities | 47,265 | | | 137,285 | | | 57,161 | | | (1,154 | ) | | 240,557 | |
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Non-Current Deferred Income Tax Liabilities | (2,230 | ) | | 16,902 | | | 17 | | | — | | | 14,689 | |
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Intercompany Payable | 133,555 | | | 927,791 | | | 14,315 | | | (1,075,661 | ) | | — | |
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Other Non-Current Liabilities | 5,516 | | | 140,148 | | | 5,566 | | | (79,780 | ) | | 71,450 | |
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Capital Lease Obligations | — | | | 10,665 | | | — | | | — | | | 10,665 | |
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Long-Term Debt | 1,479,788 | | | — | | | — | | | — | | | 1,479,788 | |
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Non-Recourse Debt | — | | | — | | | 65,377 | | | — | | | 65,377 | |
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Commitments & Contingencies and Other | | | | | | | | | | | | | | |
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Shareholders' Equity: | | | | | | | | | |
The GEO Group, Inc. Shareholders' Equity | 1,017,806 | | | 1,235,250 | | | 86,508 | | | (1,321,758 | ) | | 1,017,806 | |
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Noncontrolling Interests | — | | | — | | | 456 | | | — | | | 456 | |
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Total Shareholders’ Equity | 1,017,806 | | | 1,235,250 | | | 86,964 | | | (1,321,758 | ) | | 1,018,262 | |
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Total Liabilities and Shareholders' Equity | $ | 2,681,700 | | | $ | 2,468,041 | | | $ | 229,400 | | | $ | (2,478,353 | ) | | $ | 2,900,788 | |
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CONDENSED CONSOLIDATING BALANCE SHEET |
(dollars in thousands) |
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| As of December 31, 2013 |
| The GEO Group, Inc. | | Combined | | Combined | | Eliminations | | Consolidated |
Subsidiary | Non-Guarantor |
Guarantors | Subsidiaries |
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ASSETS |
Cash and cash equivalents | $ | 30,730 | | | $ | 985 | | | $ | 20,410 | | | $ | — | | | $ | 52,125 | |
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Restricted cash and investments | — | | | — | | | 11,518 | | | — | | | 11,518 | |
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Accounts receivable, less allowance for doubtful accounts | 84,087 | | | 149,239 | | | 17,204 | | | — | | | 250,530 | |
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Current deferred income tax assets | — | | | 19,236 | | | 1,700 | | | — | | | 20,936 | |
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Prepaid expenses and other current assets | 17,834 | | | 21,032 | | | 11,524 | | | (1,154 | ) | | 49,236 | |
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Total current assets | 132,651 | | | 190,492 | | | 62,356 | | | (1,154 | ) | | 384,345 | |
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Restricted Cash and Investments | 167 | | | 11,158 | | | 7,024 | | | — | | | 18,349 | |
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Property and Equipment, Net | 686,005 | | | 956,724 | | | 85,069 | | | — | | | 1,727,798 | |
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Direct Finance Lease Receivable | — | | | — | | | 16,944 | | | — | | | 16,944 | |
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Intercompany Receivable | 947,916 | | | 123,237 | | | — | | | (1,071,153 | ) | | — | |
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Non-Current Deferred Income Tax Assets | — | | | — | | | 4,821 | | | — | | | 4,821 | |
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Goodwill | 34 | | | 489,501 | | | 661 | | | — | | | 490,196 | |
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Intangible Assets, Net | — | | | 162,160 | | | 1,240 | | | — | | | 163,400 | |
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Investment in Subsidiaries | 898,333 | | | 421,218 | | | — | | | (1,319,551 | ) | | — | |
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Other Non-Current Assets | 23,346 | | | 104,241 | | | 35,615 | | | (79,691 | ) | | 83,511 | |
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Total Assets | $ | 2,688,452 | | | $ | 2,458,731 | | | $ | 213,730 | | | $ | (2,471,549 | ) | | $ | 2,889,364 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
Accounts payable | $ | 29,866 | | | $ | 13,895 | | | $ | 3,525 | | | $ | — | | | $ | 47,286 | |
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Accrued payroll and related taxes | 207 | | | 23,470 | | | 15,049 | | | — | | | 38,726 | |
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Accrued expenses and other | 26,963 | | | 74,645 | | | 14,496 | | | (1,154 | ) | | 114,950 | |
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Current portion of capital lease obligations, long-term debt and non-recourse debt | 3,000 | | | 1,185 | | | 17,978 | | | — | | | 22,163 | |
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Total current liabilities | 60,036 | | | 113,195 | | | 51,048 | | | (1,154 | ) | | 223,125 | |
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Non-Current Deferred Income Tax Liabilities | (120 | ) | | 14,792 | | | 17 | | | — | | | 14,689 | |
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Intercompany Payable | 114,208 | | | 942,666 | | | 14,279 | | | (1,071,153 | ) | | — | |
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Other Non-Current Liabilities | 5,270 | | | 138,743 | | | 639 | | | (79,691 | ) | | 64,961 | |
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Capital Lease Obligations | — | | | 10,924 | | | — | | | — | | | 10,924 | |
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Long-Term Debt | 1,485,536 | | | — | | | — | | | — | | | 1,485,536 | |
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Non-Recourse Debt | — | | | — | | | 66,153 | | | — | | | 66,153 | |
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Commitments & Contingencies and Other | | | | | | | | | |
Shareholders' Equity: | | | | | | | | | | | | | | |
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The GEO Group, Inc. Shareholders' Equity | 1,023,522 | | | 1,238,411 | | | 81,140 | | | (1,319,551 | ) | | 1,023,522 | |
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Noncontrolling Interests | — | | | — | | | 454 | | | — | | | 454 | |
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Total Shareholders’ Equity | 1,023,522 | | | 1,238,411 | | | 81,594 | | | (1,319,551 | ) | | 1,023,976 | |
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Total Liabilities and Shareholders' Equity | $ | 2,688,452 | | | $ | 2,458,731 | | | $ | 213,730 | | | $ | (2,471,549 | ) | | $ | 2,889,364 | |
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
(dollars in thousands) |
(unaudited) |
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| For the Three Months Ended March 31, 2014 | | | | |
| The GEO Group, Inc. | | Combined | | Combined | | Consolidated | | | | |
Subsidiary | Non-Guarantor | | | | |
Guarantors | Subsidiaries | | | | |
Cash Flow from Operating Activities: | | | | | | | | | | | |
Net cash provided by operating activities | $ | 28,511 | | | $ | 25,116 | | | $ | 9,525 | | | $ | 63,152 | | | | | |
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Cash Flow from Investing Activities: | | | | | | | | | | | |
Acquisition of Protocol, cash consideration | — | | | (13,000 | ) | | — | | | (13,000 | ) | | | | |
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Proceeds from sale of property and equipment | — | | | 165 | | | — | | | 165 | | | | | |
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Change in restricted cash and investments | (185 | ) | | (549 | ) | | (2,539 | ) | | (3,273 | ) | | | | |
Capital expenditures | (8,586 | ) | | (8,642 | ) | | (303 | ) | | (17,531 | ) | | | | |
Net cash used in investing activities | (8,771 | ) | | (22,026 | ) | | (2,842 | ) | | (33,639 | ) | | | | |
Cash Flow from Financing Activities: | | | | | | | | | | | |
Proceeds from long-term debt | 103,000 | | | — | | | — | | | 103,000 | | | | | |
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Payments on long-term debt | (108,750 | ) | | (240 | ) | | (1,403 | ) | | (110,393 | ) | | | | |
Proceeds from reissuance of treasury stock in connection with ESPP | 84 | | | — | | | — | | | 84 | | | | | |
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Tax benefit related to equity compensation | 558 | | | — | | | — | | | 558 | | | | | |
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Proceeds from stock options exercised | 3,275 | | | — | | | — | | | 3,275 | | | | | |
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Cash dividends paid | (41,139 | ) | | — | | | — | | | (41,139 | ) | | | | |
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Net cash used in financing activities | (42,972 | ) | | (240 | ) | | (1,403 | ) | | (44,615 | ) | | | | |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | — | | | — | | | 1,040 | | | 1,040 | | | | | |
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Net Increase (Decrease) in Cash and Cash Equivalents | (23,232 | ) | | 2,850 | | | 6,320 | | | (14,062 | ) | | | | |
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Cash and Cash Equivalents, beginning of period | 30,730 | | | 985 | | | 20,410 | | | 52,125 | | | | | |
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Cash and Cash Equivalents, end of period | $ | 7,498 | | | $ | 3,835 | | | $ | 26,730 | | | $ | 38,063 | | | | | |
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
(dollars in thousands) |
(unaudited) |
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| For the Three Months Ended March 31, 2013 | | | | |
| The GEO Group, Inc. | | Combined | | Combined | | Consolidated | | | | |
Subsidiary | Non-Guarantor | | | | |
Guarantors | Subsidiaries | | | | |
Cash Flow from Operating Activities: | | | | | | | | | | | |
Net cash provided by operating activities | 8,032 | | | 26,708 | | | 10,697 | | | 45,437 | | | | | |
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Cash Flow from Investing Activities: | | | | | | | | | | | |
Acquisition of BI and Cornell, cash consideration, net of cash acquired | — | | | — | | | — | | | — | | | | | |
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Proceeds from sale of property and equipment | — | | | 4 | | | — | | | 4 | | | | | |
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Proceeds from sale of assets held for sale | — | | | 1,602 | | | — | | | 1,602 | | | | | |
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Change in restricted cash and investments | (124 | ) | | (1,145 | ) | | 3,599 | | | 2,330 | | | | | |
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Capital expenditures | (1,414 | ) | | (9,624 | ) | | (364 | ) | | (11,402 | ) | | | | |
Cash (used in) provided by investing activities - continuing operations | (1,538 | ) | | (9,163 | ) | | 3,235 | | | (7,466 | ) | | | | |
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Cash used in investing activities - discontinued operations | — | | | — | | | — | | | — | | | | | |
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Net cash (used in) provided by investing activities | (1,538 | ) | | (9,163 | ) | | 3,235 | | | (7,466 | ) | | | | |
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Cash Flow from Financing Activities: | | | | | | | | | | | |
Proceeds from long-term debt | 410,000 | | | — | | | — | | | 410,000 | | | | | |
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Payments on long-term debt | (351,153 | ) | | (377 | ) | | (6,908 | ) | | (358,438 | ) | | | | |
Proceeds from reissuance of treasury stock in connection with ESPP | 66 | | | — | | | — | | | 66 | | | | | |
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Debt issuance costs | (5,650 | ) | | — | | | — | | | (5,650 | ) | | | | |
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Tax benefit related to equity compensation | 1,127 | | | — | | | — | | | 1,127 | | | | | |
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Proceeds from stock options exercised | 3,049 | | | — | | | — | | | 3,049 | | | | | |
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Cash dividends paid | (35,711 | ) | | — | | | — | | | (35,711 | ) | | | | |
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Net cash provided by (used in) financing activities | 21,728 | | | (377 | ) | | (6,908 | ) | | 14,443 | | | | | |
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Effect of Exchange Rate Changes on Cash and Cash Equivalents | — | | | — | | | (445 | ) | | (445 | ) | | | | |
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Net Increase in Cash and Cash Equivalents | 28,222 | | | 17,168 | | | 6,579 | | | 51,969 | | | | | |
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Cash and Cash Equivalents, beginning of period | 4,764 | | | 1,917 | | | 25,074 | | | 31,755 | | | | | |
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Cash and Cash Equivalents, end of period | $ | 32,986 | | | $ | 19,085 | | | $ | 31,653 | | | $ | 83,724 | | | | | |
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