Business Combinations

6 Months Ended

Jun. 30, 2017

Business Combinations [Abstract]

Business Combinations

BUSINESS COMBINATIONS

Community Education Centers Acquisition

On April 5, 2017, the Company completed its acquisition of CEC, pursuant to a definitive merger agreement entered into on February 12, 2017 between the Company, GEO/DE/MC/01 LLC, and CEC Parent Holdings LLC. CEC is a private provider of rehabilitation services for offenders in reentry and in-prison treatment facilities as well as management services for county, state and federal correctional and detention facilities, CEC's operations encompass over 12,000 beds nationwide. Under the terms of the merger agreement, the Company acquired 100% of the voting interests in CEC for $354.5 million, net of cash acquired of $3.0 million, in an all cash transaction, excluding transaction related expenses paid at closing of $4.1 million. At the time of the acquisition, approximately $115 million of CEC indebtedness, including accrued interest, was outstanding. All indebtedness of CEC was repaid by the Company with a portion of the $354.5 million merger consideration. Subsequently, the purchase price was reduced by $2.6 million as a result of the final working capital target settlement received by the Company in July 2017. Additionally, for tax periods ending on or prior to December 31, 2018, the purchase price may be adjusted for any tax benefits realized by the Company attributable to certain transaction tax deductions if such deductions are able to be taken by the Company and will result in an incremental tax benefit. The Company has estimated a maximum potential adjustment of approximately $1.9 million but has preliminarily estimated this contingency at zero at the acquisition date. The Company is still reviewing the various tax implications of the acquisition which may impact the ultimate fair value of this contingency.

Purchase price allocation

GEO is identified as the acquiring company for US GAAP accounting purposes. Under the acquisition method of accounting, the purchase price for CEC was allocated to CEC's net tangible and intangible assets based on their estimated fair values as of April 5, 2017, the date of closing and the date that the Company obtained control of CEC. In order to determine the fair values of certain tangible and intangible assets acquired, the Company engaged a third party independent valuation specialist. For all other assets acquired and liabilities assumed, the recorded fair value was determined by the Company's management and represents an estimate of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

The allocation of the purchase price for this transaction at April 5, 2017 has not been finalized. The primary areas of the preliminary purchase price allocations that are not finalized relate to the fair values of certain tangible assets and liabilities acquired, the valuation of certain intangible assets acquired and income taxes. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at the acquisition date during the measurement period. Measurement period adjustments that the Company determines to be material will be recorded in the reporting period in which the adjustment amounts are determined. The purchase price of $354.5 million has been preliminarily allocated to the estimated fair values of the assets acquired and liabilities assumed as of April 5, 2017 as follows (in '000's):

Preliminary Purchase Price Allocation
Accounts Receivable	$	29,936
Prepaid and other current assets	5,032
Property and equipment	126,510
Intangible assets	76,000
Favorable lease assets	3,110
Deferred income tax assets	2,223
Other non-current assets	4,327
Total assets acquired	$	247,138
Accounts payable and accrued expenses	53,800
Unfavorable lease liabilities	1,299
Other non-current liabilities	9,917
Total liabilities assumed	$	65,016
Total identifiable net assets	182,122
Goodwill	172,343
Total consideration paid, net of cash acquired	$	354,465

As shown above, the Company recorded $172.3 million of goodwill related to the purchase of CEC. The strategic benefit of the

merger includes the Company's ability to further position itself to meet the demand for increasingly diversified correctional,

detention and community reentry facilities and services and will allow the Company to expand the delivery of enhanced in-

prison rehabilitation including evidence-based treatment, integrated with post-release support services through GEO's

Continuum of Care platform. These factors contributed to the goodwill that was recorded upon consummation of the

transaction. The Company does not believe that any of the goodwill recorded as a result of the CEC acquisition will be

deductible for federal income tax purposes. Identifiable intangible assets purchased in the acquisition and their weighted

average amortization periods in total and by major intangible asset class, as applicable, are included in the table below:

	Weighted Average Useful Life (years)	Fair Value as of April 5, 2017
Facility management contracts	18.3	$	75,300
Covenants not to compete	1	700
Total acquired intangible assets		$	76,000

Pro forma financial information

The results of operations of CEC are included in the Company's results of operations from April 5, 2017. The following

unaudited pro forma information combines the consolidated results of operations of the Company and CEC as if the

acquisition had occurred at January 1, 2016, which is the beginning of the earliest period presented. The pro forma amounts are

included for comparative purposes and may not necessarily reflect the results of operations that would have resulted had the

acquisition been completed at the beginning of the applicable period and may not be indicative of the results that will be

attained in the future (in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2017		June 30, 2016		June 30, 2017		June 30, 2016
Pro forma revenues	$	579,681	$	610,512	$	1,189,890	$	1,183,502
Pro forma net income attributable to the GEO Group, Inc.	$	38,960	$	23,999	$	80,800	$	55,850

The unaudited pro forma combined financial information presented above is compiled from the financial statements of the combined companies and includes pro forma adjustments for: (i) estimated changes in depreciation expense, interest expense and amortization expense; (ii) adjustments to eliminate intercompany transactions; (iii) adjustments to remove $7.8 million and $10.4 million, for the three months and six months ended June 30, 2017, respectively, of non-recurring transaction and merger related costs directly related to the acquisition that are included in the combined companies' financial results; and (iv) the income tax impact of the adjustments.The unaudited pro forma financial information does not include any adjustments to reflect the impact of cost savings or other synergies that may result from this acquisition. As noted above, the unaudited pro forma financial information does not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future.

The Company has included revenue and earnings of $56.7 million and $2.6 million, respectively, in its consolidated statements

of operations for both the three and six months ended June 30, 2017 for CEC activity since April, 5, 2017, the date of

acquisition.