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Condensed Consolidating Financial Information
12 Months Ended
Dec. 31, 2014
Condensed Consolidating Financial Information Disclosure [Abstract]  
Condensed Consolidating Financial Information
Condensed Consolidating Financial Information

The notes discussed below are 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”).

On September 25, 2014, the Company completed an offering of $250.0 million aggregate principal amount of senior unsecured notes. The notes will mature on October 15, 2024 and have a coupon rate and yield to maturity of 5.875%. Interest is payable semi-annually in cash in arrears on April 15 and October 15, beginning April 15, 2015. The 5.875% Senior Notes are guaranteed on a senior unsecured basis by all the Company’s restricted subsidiaries that guarantee obligations. The 5.875% Senior Notes rank equally in right of payment with any unsecured, unsubordinated indebtedness of the Company and the guarantors, including the Company’s 6.625% senior notes due 2021, the 5⅞% senior notes due 2022, the 5.125% senior notes due 2023, and the guarantors’ guarantees thereof, senior in right of payment to any future indebtedness of the Company and the guarantors that is expressly subordinated to the 5.875% Senior Notes and the guarantees, effectively junior to any secured indebtedness of the Company and the guarantors, including indebtedness under the Company’s senior credit facility, to the extent of the value of the assets securing such indebtedness, and structurally junior to all obligations of the Company’s subsidiaries that are not guarantors. The sale of the 5.875% Senior Notes was registered under the Company's automatic shelf registration statement on Form S-3 filed on on September 12, 2014, as supplemented by the Preliminary Prospectus Supplement filed on September 24, 2014.

During 2013 the Company completed two private placement offerings as follows: (i) on March 19, 2013, the Company completed an offering of $300.0 million aggregate principal amount of 5.125% Senior Notes due 2023, and (ii) on October 3, 2013, the Company completed an offering of $250.0 million aggregate principal amount of 5 ⅞% Senior Notes due 2022. The 5.125% Senior Notes due 2023, the 5 ⅞% Senior Notes due 2022, and the Company’s previously existing 6.625% Senior Notes due 2021 are collectively referred to as the “Notes”.
On February 10, 2011, the 6.625% Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. persons in accordance with Regulation S promulgated under the Securities Act. In connection with the sale of the 6.625% Senior Notes, the Company entered into a Registration Rights Agreement with the initial purchasers of the 6.625% Senior Notes party thereto, pursuant to which the Company and its Subsidiary Guarantors (as defined below) agreed to file a registration statement with respect to an offer to exchange the 6.625% Senior Notes for a new issue of substantially identical notes registered under the Securities Act. The Company filed a registration statement with respect to this offer to exchange the 6.625% Senior Notes which became effective on July 22, 2011. The Company launched the exchange offer on July 25, 2011 and the exchange offer expired August 22, 2011.
On March 13, 2013, the 5.125% Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and outside the United States only to non-U.S. persons in accordance with Regulation S promulgated under the Securities Act. In connection with the sale of the 5.125% Senior Notes, the Company entered into a Registration Rights Agreement with the initial purchasers of the 5.125% Senior Notes party thereto, pursuant to which the Company and its Subsidiary Guarantors (as defined below) agreed to file a registration statement with respect to an offer to exchange the 5.125% Senior Notes for a new issue of substantially identical notes registered under the Securities Act. The Company filed a registration statement with respect to this offer to exchange the 5.125% Senior Notes which became effective on September 12, 2013. GEO launched the exchange offer on September 13, 2013 and the exchange offer expired on October 11, 2013.
On October 3, 2013, the 5 ⅞% Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and outside the United States only to non-U.S. persons in accordance with Regulation S promulgated under the Securities Act. In connection with the sale of the 5 ⅞% Senior Notes, the Company entered into a Registration Rights Agreement with the initial purchasers of the 5 ⅞% Senior Notes party thereto, pursuant to which the Company and its Subsidiary Guarantors (as defined below) agreed to file a registration statement with respect to an offer to exchange the 5 ⅞% Senior Notes for a new issue of substantially identical notes registered under the Securities Act. The Company filed a registration statement with respect to this offer to exchange the 5 ⅞% Senior Notes which became effective on January 6, 2014. GEO launched the exchange offer on January 6, 2014 and the exchange offer expired on February 4, 2014.
As a result of the REIT conversion, effective January 1, 2013, GEO reorganized its operations and moved non-real estate components into taxable REIT subsidiaries. Refer to Note 1 - Summary of Business Organization, Operations and Significant Accounting Policies. In addition, the 2014 and 2013 presentation includes REIT/TRS activity between Parent and Guarantors which was not present during 2012. As a result of the restructuring, certain balances reflected in the 2014 and 2013 condensed consolidating financial information may not be comparable to the 2012 condensed consolidating financial information.
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 “Subsidiary Non-Guarantors”);
(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 COMPREHENSIVE INCOME
 
 
For the Year Ended December 31, 2014
 
The GEO
Group, Inc.
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
$
558,764

 
$
1,315,024

 
$
264,216

 
$
(446,384
)
 
$
1,691,620

Operating expenses
449,805

 
1,014,713

 
227,566

 
(446,384
)
 
1,245,700

Depreciation and amortization
25,605

 
66,077

 
4,489

 

 
96,171

General and administrative expenses
36,437

 
61,351

 
17,230

 

 
115,018

Operating income
46,917

 
172,883

 
14,931

 

 
234,731

Interest income
22,327

 
3,103

 
4,416

 
(25,099
)
 
4,747

Interest expense
(47,622
)
 
(56,195
)
 
(8,650
)
 
25,099

 
(87,368
)
Income before income taxes and equity in earnings of affiliates
21,622

 
119,791

 
10,697

 

 
152,110

Provision for income taxes
729

 
9,152

 
4,212

 

 
14,093

Equity in earnings of affiliates, net of income tax provision

 

 
5,823

 

 
5,823

Income from operations before equity in income of consolidated subsidiaries
20,893

 
110,639

 
12,308

 

 
143,840

Income from consolidated subsidiaries, net of income tax provision
122,947

 

 

 
(122,947
)
 

Net income
143,840

 
110,639

 
12,308

 
(122,947
)
 
143,840

Less: income attributable to noncontrolling interests

 

 
90

 


 
90

Net income attributable to The GEO Group, Inc.
$
143,840

 
$
110,639

 
$
12,398

 
$
(122,947
)
 
$
143,930

Net income
$
143,840

 
$
110,639

 
$
12,308

 
$
(122,947
)
 
$
143,840

Other comprehensive loss, net of tax

 
(2,522
)
 
(20,560
)
 

 
(23,082
)
Total comprehensive income (loss)
$
143,840

 
$
108,117

 
$
(8,252
)
 
$
(122,947
)
 
$
120,758

Comprehensive loss attributable to noncontrolling interests

 

 
140

 

 
140

Comprehensive income (loss) attributable to The GEO Group, Inc.
$
143,840

 
$
108,117

 
$
(8,112
)
 
$
(122,947
)
 
$
120,898



CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
 
 
For the Year Ended December 31, 2013
 
The GEO
Group, Inc.
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
$
494,631

 
$
1,218,835

 
$
219,871

 
$
(411,263
)
 
$
1,522,074

Operating expenses
410,270

 
950,605

 
175,253

 
(411,263
)
 
1,124,865

Depreciation and amortization
24,355

 
65,524

 
4,785

 

 
94,664

General and administrative expenses
36,336

 
64,573

 
16,152

 

 
117,061

Operating income
23,670

 
138,133

 
23,681

 

 
185,484

Interest income
25,275

 
1,960

 
2,566

 
(26,477
)
 
3,324

Interest expense
(41,121
)
 
(59,518
)
 
(8,842
)
 
26,477

 
(83,004
)
Loss on extinguishment of debt
(2,601
)
 
(18,056
)
 

 

 
(20,657
)
Income before income taxes, equity in earnings of affiliates and discontinued operations
5,223

 
62,519

 
17,405

 

 
85,147

Provision (benefit) for income taxes
(34,835
)
 
4,454

 
4,331

 

 
(26,050
)
Equity in earnings of affiliates, net of income tax provision

 

 
6,265

 

 
6,265

Income from continuing operations before equity in income of consolidated subsidiaries
40,058

 
58,065

 
19,339

 

 
117,462

Income from consolidated subsidiaries, net of income tax provision
77,404

 

 

 
(77,404
)
 

Income from continuing operations
117,462

 
58,065

 
19,339

 
(77,404
)
 
117,462

Net loss from discontinued operations
(2,265
)
 

 

 

 
(2,265
)
Net income
115,197

 
58,065

 
19,339

 
(77,404
)
 
115,197

Less: loss attributable to noncontrolling interests
$

 
$

 
$
(62
)
 
$

 
$
(62
)
Net income attributable to The GEO Group, Inc.
$
115,197

 
$
58,065

 
$
19,277

 
$
(77,404
)
 
$
115,135

Net income
$
115,197

 
$
58,065

 
$
19,339

 
$
(77,404
)
 
$
115,197

Other comprehensive income (loss), net of tax

 
914

 
(8,113
)
 

 
(7,199
)
Total comprehensive income
$
115,197

 
$
58,979

 
$
11,226

 
$
(77,404
)
 
$
107,998

Comprehensive income attributable to noncontrolling interests

 

 
38

 

 
38

Comprehensive income attributable to The GEO Group, Inc.
$
115,197

 
$
58,979

 
$
11,264

 
$
(77,404
)
 
$
108,036


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
 
 
For the Fiscal Year ended December 31, 2012
 
The GEO 
Group, Inc.
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
$
605,091

 
$
721,949

 
$
230,261

 
$
(78,239
)
 
$
1,479,062

Operating expenses
529,318

 
451,564

 
186,589

 
(78,239
)
 
1,089,232

Depreciation and amortization
29,521

 
54,719

 
7,445

 

 
91,685

General and administrative expenses
44,214

 
52,753

 
16,825

 

 
113,792

Operating income
2,038

 
162,913

 
19,402

 

 
184,353

Interest income
32,580

 
1,713

 
6,122

 
(33,699
)
 
6,716

Interest expense
(68,737
)
 
(33,204
)
 
(13,947
)
 
33,699

 
(82,189
)
Loss on early extinguishment of debt

 
(8,462
)
 

 

 
(8,462
)
Income (loss) before income taxes, equity in earnings of affiliates and discontinued operations
(34,119
)
 
122,960

 
11,577

 

 
100,418

Provision (benefit) for income taxes
(11,303
)
 
(31,352
)
 
2,093

 

 
(40,562
)
Equity in earnings of affiliates, net of income tax provision

 

 
3,578

 

 
3,578

Income (loss) from continuing operations before equity in income of consolidated subsidiaries
(22,816
)
 
154,312

 
13,062

 

 
144,558

Income from consolidated subsidiaries, net of income tax provision
167,374

 

 

 
(167,374
)
 

Income from continuing operations
144,558

 
154,312

 
13,062

 
(167,374
)
 
144,558

Net income (loss) from discontinued operations
(10,660
)
 
(5,942
)
 
447

 
5,495

 
(10,660
)
Net income
133,898

 
148,370

 
13,509

 
(161,879
)
 
133,898

Less: loss attributable to noncontrolling interests
$

 
$

 
$
852

 
$

 
$
852

Net income attributable to The GEO Group, Inc.
$
133,898

 
$
148,370

 
$
14,361

 
$
(161,879
)
 
$
134,750

Net income
$
133,898

 
$
148,370

 
$
13,509

 
$
(161,879
)
 
$
133,898

Other comprehensive income (loss), net of tax
(461
)
 

 
1,085

 

 
624

Total comprehensive income
$
133,437

 
$
148,370

 
$
14,594

 
$
(161,879
)
 
$
134,522

Comprehensive loss attributable to noncontrolling interests

 

 
968

 

 
968

Comprehensive income attributable to The GEO Group, Inc.
$
133,437

 
$
148,370

 
$
15,562

 
$
(161,879
)
 
$
135,490



CONDENSED CONSOLIDATING BALANCE SHEET
 
 
As of December 31, 2014
 
The GEO
Group, Inc.
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
ASSETS
Cash and cash equivalents
$
18,492

 
$
782

 
$
22,063

 
$

 
$
41,337

Restricted cash and investments

 

 
4,341

 

 
4,341

Accounts receivable, less allowance for doubtful accounts
92,456

 
159,505

 
17,077

 

 
269,038

Current deferred income tax assets, net

 
21,657

 
4,227

 

 
25,884

Prepaid expenses and other current assets
7,022

 
19,593

 
11,345

 
(1,154
)
 
36,806

       Total current assets
117,970

 
201,537

 
59,053

 
(1,154
)
 
377,406

Restricted Cash and Investments
228

 
13,729

 
5,621

 

 
19,578

Property and Equipment, Net
726,238

 
961,896

 
84,032

 

 
1,772,166

Direct Finance Lease Receivable

 

 
9,256

 

 
9,256

Contract Receivable

 

 
66,229

 

 
66,229

Intercompany Receivable
962,314

 
119,414

 

 
(1,081,728
)
 

Non-Current Deferred Income Tax Assets

 

 
5,873

 

 
5,873

Goodwill
34

 
493,389

 
467

 

 
493,890

Intangible Assets, Net

 
154,237

 
1,038

 

 
155,275

Investment in Subsidiaries
855,870

 
438,243

 

 
(1,294,113
)
 

Other Non-Current Assets
25,635

 
110,105

 
46,838

 
(80,043
)
 
102,535

Total Assets
$
2,688,289

 
$
2,492,550

 
$
278,407

 
$
(2,457,038
)
 
$
3,002,208

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable
$
7,549

 
$
47,130

 
$
3,476

 
$

 
$
58,155

Accrued payroll and related taxes

 
24,184

 
14,372

 

 
38,556

Accrued expenses and other current liabilities
47,637

 
75,574

 
18,555

 
(1,154
)
 
140,612

Current portion of capital lease obligations, long-term debt and non-recourse debt
3,001

 
1,170

 
12,581

 

 
16,752

Total current liabilities
58,187

 
148,058

 
48,984

 
(1,154
)
 
254,075

Non-Current Deferred Income Tax Liabilities
(4,095
)
 
14,170

 
(7
)
 

 
10,068

Intercompany Payable
121,327

 
942,071

 
18,330

 
(1,081,728
)
 

Other Non-Current Liabilities
4,372

 
143,584

 
19,507

 
(80,034
)
 
87,429

Capital Lease Obligations

 
9,856

 

 

 
9,856

Long-Term Debt
1,462,819

 

 

 

 
1,462,819

Non-Recourse Debt

 

 
131,968

 

 
131,968

Commitments & Contingencies
 
 
 
 
 
 
 
 
 
Shareholders' Equity:
 
 
 
 
 
 
 
 
 
Total shareholders’ equity attributable to The GEO Group, Inc.
1,045,679

 
1,234,811

 
59,311

 
(1,294,122
)
 
1,045,679

Noncontrolling Interests

 

 
314

 

 
314

Total Shareholders’ Equity
1,045,679

 
1,234,811

 
59,625

 
(1,294,122
)
 
1,045,993

Total Liabilities and Shareholders' Equity
$
2,688,289

 
$
2,492,550

 
$
278,407

 
$
(2,457,038
)
 
$
3,002,208


CONDENSED CONSOLIDATING BALANCE SHEET
 
 
As of December 31, 2013
 
The GEO
Group, Inc.
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
(Dollars in thousands)
ASSETS
Cash and cash equivalents
$
30,730

 
$
985

 
$
20,410

 
$

 
$
52,125

Restricted cash and investments

 

 
11,518

 

 
11,518

Accounts receivable, less allowance for doubtful accounts
84,087

 
149,239

 
17,204

 

 
250,530

Current deferred income tax assets, net

 
19,236

 
1,700

 

 
20,936

Prepaid expenses and other current assets
17,834

 
21,032

 
11,524

 
(1,154
)
 
49,236

Total current assets
132,651

 
190,492

 
62,356

 
(1,154
)
 
384,345

Restricted Cash and Investments
167

 
11,158

 
7,024

 

 
18,349

Property and Equipment, Net
686,005

 
956,724

 
85,069

 

 
1,727,798

Direct Finance Lease Receivable

 

 
16,944

 

 
16,944

Intercompany Receivable
947,916

 
123,237

 

 
(1,071,153
)
 

Non-Current Deferred Income Tax Assets

 

 
4,821

 

 
4,821

Goodwill
34

 
489,501

 
661

 

 
490,196

Intangible Assets, Net

 
162,160

 
1,240

 

 
163,400

Investment in Subsidiaries
898,333

 
421,218

 

 
(1,319,551
)
 

Other Non-Current Assets
23,346

 
104,241

 
35,615

 
(79,691
)
 
83,511

Total Assets
$
2,688,452

 
$
2,458,731

 
$
213,730

 
$
(2,471,549
)
 
$
2,889,364

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable
$
29,866

 
$
13,895

 
$
3,525

 
$

 
$
47,286

Accrued payroll and related taxes
207

 
23,470

 
15,049

 

 
38,726

Accrued expenses and other current liabilities
26,963

 
74,645

 
14,496

 
(1,154
)
 
114,950

Current portion of capital lease obligations, long-term debt and non-recourse debt
3,000

 
1,185

 
17,978

 

 
22,163

Total current liabilities
60,036

 
113,195

 
51,048

 
(1,154
)
 
223,125

Non-Current Deferred Income Tax Liabilities
(120
)
 
14,792

 
17

 

 
14,689

Intercompany Payable
114,208

 
942,666

 
14,279

 
(1,071,153
)
 

Other Non-Current Liabilities
5,270

 
138,743

 
639

 
(79,691
)
 
64,961

Capital Lease Obligations

 
10,924

 

 

 
10,924

Long-Term Debt
1,485,536

 

 

 

 
1,485,536

Non-Recourse Debt

 

 
66,153

 

 
66,153

Commitments & Contingencies
 
 
 
 
 
 
 
 
 
Shareholders' Equity:
 
 
 
 
 
 
 
 
 
Total shareholders’ equity attributable to The GEO Group, Inc.
1,023,522

 
1,238,411

 
81,140

 
(1,319,551
)
 
1,023,522

Noncontrolling Interests

 

 
454

 

 
454

Total Shareholders’ Equity
1,023,522

 
1,238,411

 
81,594

 
(1,319,551
)
 
1,023,976

Total Liabilities and Shareholders' Equity
$
2,688,452

 
$
2,458,731

 
$
213,730

 
$
(2,471,549
)
 
$
2,889,364




CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 
 
For the Year Ended December 31, 2014
 
The GEO
Group, Inc.
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Consolidated
Cash Flow from Operating Activities:
 
 
 
 
 
 
 
Net cash provided by operating activities
$
185,721

 
$
63,154

 
$
(46,334
)
 
$
202,541

Cash Flow from Investing Activities:
 
 
 
 
 
 
 
Acquisition of Protocol, cash consideration, net of cash acquired

 
(13,025
)
 

 
(13,025
)
Proceeds from sale of property and equipment

 
746

 
(47
)
 
699

Change in restricted cash and investments
61

 
2,571

 
2,748

 
5,380

Capital expenditures
(58,188
)
 
(52,550
)
 
(3,486
)
 
(114,224
)
Net cash used in investing activities
(58,127
)
 
(62,258
)
 
(785
)
 
(121,170
)
Cash Flow from Financing Activities:
 
 
 
 
 
 
 
Payments on long-term debt
(677,000
)
 
(1,099
)
 

 
(678,099
)
Proceeds from long-term debt
654,000

 

 

 
654,000

Payments on non-recourse debt

 

 
(18,627
)
 
(18,627
)
Proceeds from non-recourse debt

 

 
87,896

 
87,896

Taxes paid related to net share settlements of equity awards
(1,844
)
 

 

 
(1,844
)
Tax benefit related to equity compensation
2,035

 

 

 
2,035

Debt issuance costs
(9,182
)
 

 
(17,238
)
 
(26,420
)
Proceeds from stock options exercised
7,281

 

 

 
7,281

Cash dividends paid
(170,234
)
 

 

 
(170,234
)
Proceeds from reissuance of treasury stock in connection with ESPP
387

 

 

 
387

Issuance of common stock under prospectus supplement
54,725

 

 

 
54,725

Net cash provided by (used in) financing activities
(139,832
)
 
(1,099
)
 
52,031

 
(88,900
)
Effect of Exchange Rate Changes on Cash and Cash Equivalents

 

 
(3,259
)
 
(3,259
)
Net Increase (Decrease) in Cash and Cash Equivalents
(12,238
)
 
(203
)
 
1,653

 
(10,788
)
Cash and Cash Equivalents, beginning of period
30,730

 
985

 
20,410

 
52,125

Cash and Cash Equivalents, end of period
$
18,492

 
$
782

 
$
22,063

 
$
41,337


















CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 
For the Year Ended December 31, 2013
 
The GEO
Group Inc.
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Consolidated
 
(Dollars in thousands)
Cash Flow from Operating Activities:
 
 
 
 
 
 
 
Net cash provided by operating activities
$
142,923

 
$
34,067

 
$
15,199

 
$
192,189

Cash Flow from Investing Activities:
 
 
 
 
 
 
 
Net working capital adjustment from RTS divestiture
(996
)
 

 

 
(996
)
Proceeds from sale of property and equipment

 
205

 

 
205

Proceeds from sale of assets held for sale

 
1,969

 

 
1,969

Change in restricted cash and investments
(167
)
 
(3,205
)
 
20,784

 
17,412

Capital expenditures
(79,150
)
 
(36,815
)
 
(1,601
)
 
(117,566
)
Net cash provided by (used in) investing activities
(80,313
)
 
(37,846
)
 
19,183

 
(98,976
)
Cash Flow from Financing Activities:
 
 
 
 
 
 
 
Proceeds from long-term debt
1,238,000

 

 

 
1,238,000

Payments on long-term debt
(1,098,174
)
 
(1,127
)
 
(35,243
)
 
(1,134,544
)
Income tax benefit of equity compensation
2,197

 

 

 
2,197

Debt issuance costs - deferred
(23,834
)
 

 

 
(23,834
)
Debt issuance fees
(13,421
)
 
 
 
 
 
(13,421
)
Proceeds from stock options exercised
5,425

 

 

 
5,425

Cash dividends paid
(147,156
)
 

 

 
(147,156
)
Proceeds from reissuance of treasury stock in connection with ESPP
319

 

 

 
319

Termination of interest rate swap agreement
 
 
3,974

 
 
 
3,974

Net cash provided by (used in) financing activities
(36,644
)
 
2,847

 
(35,243
)
 
(69,040
)
Effect of Exchange Rate Changes on Cash and Cash Equivalents

 

 
(3,803
)
 
(3,803
)
Net Increase (Decrease) in Cash and Cash Equivalents
25,966

 
(932
)
 
(4,664
)
 
20,370

Cash and Cash Equivalents, beginning of period
4,764

 
1,917

 
25,074

 
31,755

Cash and Cash Equivalents, end of period
$
30,730

 
$
985

 
$
20,410

 
$
52,125


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 
 
For the Fiscal Year Ended December 31, 2012
 
The GEO
Group Inc.
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Consolidated
 
(Dollars in thousands)
Cash Flow from Operating Activities:
 
 
 
 
 
 
 
Cash provided by operating activities - continuing operations
$
105,402

 
$
84,896

 
$
64,889

 
$
255,187

Cash (used in) provided by operating activities - discontinued operations
5,810

 
3,864

 
(621
)
 
9,053

Net cash provided by operating activities
111,212

 
88,760

 
64,268

 
264,240

Cash Flow from Investing Activities:
 
 
 
 
 
 
 
Acquisition of ownership interests in MCF

 
(35,154
)
 

 
(35,154
)
Proceeds from RTS divestiture
29,653

 

 
3,600

 
33,253

Proceeds from sale of property and equipment

 
65

 

 
65

Proceeds from sale of assets held for sale

 
5,641

 

 
5,641

Change in restricted cash and investments

 

 
51,189

 
51,189

Capital expenditures
(61,426
)
 
(42,406
)
 
(3,717
)
 
(107,549
)
Cash (used in) provided by investing activities - continuing operations
(31,773
)
 
(71,854
)
 
51,072

 
(52,555
)
Cash used in investing activities - discontinued operations
(634
)
 
(1,820
)
 
(307
)
 
(2,761
)
Net cash (used in) provided by investing activities
(32,407
)
 
(73,674
)
 
50,765

 
(55,316
)
Cash Flow from Financing Activities:
 
 
 
 
 
 
 
Proceeds from long-term debt
358,000

 

 

 
358,000

Tax benefit related to equity compensation
621

 

 

 
621

Debt issuance fees

 
(14,861
)
 

 
(14,861
)
Distribution to noncontrolling interests

 

 
(5,758
)
 
(5,758
)
Payment for purchase of treasury shares
(8,666
)
 

 

 
(8,666
)
Debt issuance costs - deferred
(1,360
)
 

 
(38
)
 
(1,398
)
Payments on long-term debt
(343,987
)
 
(1,400
)
 
(111,098
)
 
(456,485
)
Proceeds from stock options exercised
9,276

 

 

 
9,276

Dividends paid
(102,435
)
 

 

 
(102,435
)
Proceeds from reissuance of treasury stock in connection with ESPP
460

 

 

 
460

Payment for retirement of treasury stock
(1,036
)
 

 

 
(1,036
)
Net cash used in financing activities
(89,127
)
 
(16,261
)
 
(116,894
)
 
(222,282
)
Effect of Exchange Rate Changes on Cash and Cash Equivalents

 

 
1,735

 
1,735

Net Decrease in Cash and Cash Equivalents
(10,322
)
 
(1,175
)
 
(126
)
 
(11,623
)
Cash and Cash Equivalents, beginning of period
15,086

 
3,092

 
25,200

 
43,378

Cash and Cash Equivalents, end of period
$
4,764

 
$
1,917

 
$
25,074

 
$
31,755