Condensed Consolidating Financial Information |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of September 30, 2017, the Company's 6.00% Senior Notes, 5.125% Senior Notes, the 5.875% Senior Notes due 2022 and the 5.875% Senior Notes due 2024 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, 2017 | | The GEO Group, Inc. | | Combined Subsidiary Guarantors | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Revenues | $ | 171,553 |
| | $ | 464,140 |
| | $ | 69,698 |
| | $ | (138,632 | ) | | $ | 566,759 |
| Operating expenses | 139,165 |
| | 364,834 |
| | 57,767 |
| | (138,632 | ) | | 423,134 |
| Depreciation and amortization | 6,104 |
| | 24,623 |
| | 922 |
| | — |
| | 31,649 |
| General and administrative expenses | 14,699 |
| | 28,066 |
| | 6,309 |
| | — |
| | 49,074 |
| Operating income | 11,585 |
| | 46,617 |
| | 4,700 |
| | — |
| | 62,902 |
| Interest income | 2,688 |
| | 1,629 |
| | 14,871 |
| | (4,540 | ) | | 14,648 |
| Interest expense | (18,148 | ) | | (13,093 | ) | | (12,018 | ) | | 4,540 |
| | (38,719 | ) | Income (loss) before income taxes and equity in earnings of affiliates | (3,875 | ) | | 35,153 |
| | 7,553 |
| | — |
| | 38,831 |
| Income tax provision | 147 |
| | 811 |
| | 762 |
| | — |
| | 1,720 |
| Equity in earnings of affiliates, net of income tax provision | — |
| | — |
| | 1,342 |
| | — |
| | 1,342 |
| Income (loss) before equity in income of consolidated subsidiaries | (4,022 | ) | | 34,342 |
| | 8,133 |
| | — |
| | 38,453 |
| Income from consolidated subsidiaries, net of income tax provision | 42,475 |
| | — |
| | — |
| | (42,475 | ) | | — |
| Net income | 38,453 |
| | 34,342 |
| | 8,133 |
| | (42,475 | ) | | 38,453 |
| Net loss attributable to noncontrolling interests | — |
| | — |
| | 36 |
| | — |
| | 36 |
| Net income attributable to The GEO Group, Inc.
| $ | 38,453 |
| | $ | 34,342 |
| | $ | 8,169 |
| | $ | (42,475 | ) | | $ | 38,489 |
| | | | | | | | | | | Net income | $ | 38,453 |
| | $ | 34,342 |
| | $ | 8,133 |
| | $ | (42,475 | ) | | $ | 38,453 |
| Other comprehensive income, net of tax | — |
| | 64 |
| | 1,561 |
| | — |
| | 1,625 |
| Total comprehensive income | $ | 38,453 |
| | $ | 34,406 |
| | $ | 9,694 |
| | $ | (42,475 | ) | | $ | 40,078 |
| Comprehensive loss attributable to noncontrolling interests | — |
| | — |
| | 34 |
| | — |
| | 34 |
| Comprehensive income attributable to The GEO Group, Inc. | $ | 38,453 |
| | $ | 34,406 |
| | $ | 9,728 |
| | $ | (42,475 | ) | | $ | 40,112 |
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) | | | | | | | | | | | | | | | | | | | | | | For the Three Months Ended September 30, 2016 | | The GEO Group, Inc. | | Combined Subsidiary Guarantors | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Revenues | $ | 173,920 |
| | $ | 410,329 |
| | $ | 112,708 |
| | $ | (142,581 | ) | | $ | 554,376 |
| Operating expenses | 144,748 |
| | 314,009 |
| | 99,483 |
| | (142,581 | ) | | 415,659 |
| Depreciation and amortization | 6,339 |
| | 21,502 |
| | 942 |
| | — |
| | 28,783 |
| General and administrative expenses | 11,727 |
| | 18,180 |
| | 7,576 |
| | — |
| | 37,483 |
| Operating income | 11,106 |
| | 56,638 |
| | 4,707 |
| | — |
| | 72,451 |
| Interest income | 4,765 |
| | 422 |
| | 8,029 |
| | (5,288 | ) | | 7,928 |
| Interest expense | (16,324 | ) | | (13,525 | ) | | (8,867 | ) | | 5,288 |
| | (33,428 | ) | Income (loss) before income taxes and equity in earnings of affiliates | (453 | ) | | 43,535 |
| | 3,869 |
| | — |
| | 46,951 |
| Income tax provision (benefit) | (9 | ) | | 4,032 |
| | 947 |
| | — |
| | 4,970 |
| Equity in earnings of affiliates, net of income tax provision | — |
| | — |
| | 1,693 |
| | — |
| | 1,693 |
| Income (loss) before equity in income of consolidated subsidiaries | (444 | ) | | 39,503 |
| | 4,615 |
| | — |
| | 43,674 |
| Income from consolidated subsidiaries, net of income tax provision | 44,118 |
| | — |
| | — |
| | (44,118 | ) | | — |
| Net income | 43,674 |
| | 39,503 |
| | 4,615 |
| | (44,118 | ) | | 43,674 |
| Net loss attributable to noncontrolling interests | — |
| | — |
| | 46 |
| | — |
| | 46 |
| Net income attributable to The GEO Group, Inc. | $ | 43,674 |
| | $ | 39,503 |
| | $ | 4,661 |
| | $ | (44,118 | ) | | $ | 43,720 |
| | | | | | | | | | | Net income | $ | 43,674 |
| | $ | 39,503 |
| | $ | 4,615 |
| | $ | (44,118 | ) | | $ | 43,674 |
| Other comprehensive income, net of tax | — |
| | 33 |
| | 450 |
| | — |
| | 483 |
| Total comprehensive income | $ | 43,674 |
| | $ | 39,536 |
| | $ | 5,065 |
| | $ | (44,118 | ) | | $ | 44,157 |
| Comprehensive loss attributable to noncontrolling interests | — |
| | — |
| | 36 |
| | — |
| | 36 |
| Comprehensive income attributable to The GEO Group, Inc. | $ | 43,674 |
| | $ | 39,536 |
| | $ | 5,101 |
| | $ | (44,118 | ) | | $ | 44,193 |
|
| | | | | | | | | | | | | | | | | | | | | | For the Nine Months Ended September 30, 2017 | | The GEO Group, Inc. | | Combined Subsidiary Guarantors |
| Combined Non-Guarantor Subsidiaries |
| Eliminations |
| Consolidated | Revenues | $ | 520,986 |
| | $ | 1,342,620 |
|
| $ | 250,618 |
|
| $ | (419,781 | ) |
| $ | 1,694,443 |
| Operating expenses | 406,576 |
| | 1,076,232 |
|
| 213,259 |
|
| (419,781 | ) |
| 1,276,286 |
| Depreciation and amortization | 18,319 |
| | 71,404 |
|
| 2,741 |
|
| — |
|
| 92,464 |
| General and administrative expenses | 43,939 |
| | 78,479 |
|
| 21,448 |
|
| — |
|
| 143,866 |
| Operating income | 52,152 |
| | 116,505 |
|
| 13,170 |
|
| — |
|
| 181,827 |
| Interest income | 12,793 |
| | 2,858 |
|
| 39,175 |
|
| (15,855 | ) |
| 38,971 |
| Interest expense | (51,391 | ) | | (41,353 | ) |
| (32,813 | ) |
| 15,855 |
|
| (109,702 | ) | Income before income taxes and equity in earnings of affiliates | 13,554 |
| | 78,010 |
|
| 19,532 |
|
| — |
|
| 111,096 |
| Income tax provision | 441 |
| | 3,058 |
|
| 2,091 |
|
| — |
|
| 5,590 |
| Equity in earnings of affiliates, net of income tax provision | — |
| | — |
|
| 4,255 |
|
| — |
|
| 4,255 |
| Income before equity in income of consolidated subsidiaries | 13,113 |
| | 74,952 |
|
| 21,696 |
|
| — |
|
| 109,761 |
| Income from consolidated subsidiaries, net of income tax provision | 96,648 |
| | — |
|
| — |
|
| (96,648 | ) |
| — |
| Net income | 109,761 |
| | 74,952 |
|
| 21,696 |
|
| (96,648 | ) |
| 109,761 |
| Net loss attributable to noncontrolling interests | — |
| | — |
|
| 123 |
|
| — |
|
| 123 |
| Net income attributable to The GEO Group, Inc. | $ | 109,761 |
| | $ | 74,952 |
|
| $ | 21,819 |
|
| $ | (96,648 | ) |
| $ | 109,884 |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Net income | $ | 109,761 |
| | $ | 74,952 |
|
| $ | 21,696 |
|
| $ | (96,648 | ) |
| $ | 109,761 |
| Other comprehensive income, net of tax | — |
| | 175 |
|
| 4,586 |
|
| — |
|
| 4,761 |
| Total comprehensive income | $ | 109,761 |
| | $ | 75,127 |
|
| $ | 26,282 |
|
| $ | (96,648 | ) |
| $ | 114,522 |
| Comprehensive loss attributable to noncontrolling interests | — |
| | — |
|
| 119 |
|
| — |
|
| 119 |
| Comprehensive income attributable to The GEO Group, Inc. | $ | 109,761 |
| | $ | 75,127 |
|
| $ | 26,401 |
|
| $ | (96,648 | ) |
| $ | 114,641 |
|
| | | | | | | | | | | | | | | | | | | | | | For the Nine Months Ended September 30, 2016 | | The GEO Group, Inc. | | Combined Subsidiary Guarantors | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Revenues | $ | 515,971 |
| | $ | 1,215,469 |
| | $ | 306,484 |
| | $ | (425,013 | ) | | $ | 1,612,911 |
| Operating expenses | 418,261 |
| | 957,704 |
| | 270,050 |
| | (425,013 | ) | | 1,221,002 |
| Depreciation and amortization | 18,866 |
| | 64,159 |
| | 2,861 |
| | — |
| | 85,886 |
| General and administrative expenses | 34,548 |
| | 53,396 |
| | 20,504 |
| | — |
| | 108,448 |
| Operating income | 44,296 |
| | 140,210 |
| | 13,069 |
| | — |
| | 197,575 |
| Interest income | 15,646 |
| | 1,440 |
| | 18,699 |
| | (17,398 | ) | | 18,387 |
| Interest expense | (49,031 | ) | | (41,401 | ) | | (20,830 | ) | | 17,398 |
| | (93,864 | ) | Loss on early extinguishment of debt | (15,885 | ) | | — |
| | — |
| | — |
| | (15,885 | ) | Income (loss) before income taxes and equity in earnings of affiliates | (4,974 | ) | | 100,249 |
| | 10,938 |
| | — |
| | 106,213 |
| Income tax provision (benefit) | (101 | ) | | 9,323 |
| | 2,778 |
| | — |
| | 12,000 |
| Equity in earnings of affiliates, net of income tax provision | — |
| | — |
| | 4,943 |
| | — |
| | 4,943 |
| Income (loss) before equity in income of consolidated subsidiaries | (4,873 | ) | | 90,926 |
| | 13,103 |
| | — |
| | 99,156 |
| Income from consolidated subsidiaries, net of income tax provision | 104,029 |
| | — |
| | — |
| | (104,029 | ) | | — |
| Net income | 99,156 |
| | 90,926 |
| | 13,103 |
| | (104,029 | ) | | 99,156 |
| Net loss attributable to noncontrolling interests | — |
| | — |
| | 123 |
| | — |
| | 123 |
| Net income attributable to The GEO Group, Inc. | $ | 99,156 |
| | $ | 90,926 |
| | $ | 13,226 |
| | $ | (104,029 | ) | | $ | 99,279 |
| | | | | | | | | | | Net income | $ | 99,156 |
| | $ | 90,926 |
| | $ | 13,103 |
| | $ | (104,029 | ) | | $ | 99,156 |
| Other comprehensive income (loss), net of tax | — |
| | 98 |
| | (3,081 | ) | | — |
| | (2,983 | ) | Total comprehensive income | 99,156 |
| | 91,024 |
| | 10,022 |
| | (104,029 | ) | | 96,173 |
| Comprehensive loss attributable to noncontrolling interests | — |
| | — |
| | 104 |
| | — |
| | 104 |
| Comprehensive income attributable to The GEO Group, Inc. | $ | 99,156 |
| | $ | 91,024 |
| | $ | 10,126 |
| | $ | (104,029 | ) | | $ | 96,277 |
|
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited) | | | | | | | | | | | | | | | | | | | | | | As of September 30, 2017 | | The GEO Group, Inc. | | Combined Subsidiary Guarantors | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | ASSETS | Cash and cash equivalents | $ | 6,191 |
| | $ | 13,853 |
| | $ | 31,482 |
| | $ | — |
| | $ | 51,526 |
| Restricted cash and investments | — |
| | — |
| | 12,452 |
| | — |
| | 12,452 |
| Accounts receivable, less allowance for doubtful accounts | 129,730 |
| | 241,031 |
| | 16,137 |
| | — |
| | 386,898 |
| Contract receivable, current portion | — |
| | — |
| | 243,531 |
| | — |
| | 243,531 |
| Prepaid expenses and other current assets | 2,921 |
| | 28,033 |
| | 5,119 |
| | — |
| | 36,073 |
| Total current assets | 138,842 |
| | 282,917 |
| | 308,721 |
| | — |
| | 730,480 |
| Restricted Cash and Investments | — |
| | 24,387 |
| | 6,645 |
| | — |
| | 31,032 |
| Property and Equipment, Net | 751,374 |
| | 1,213,614 |
| | 90,994 |
| | — |
| | 2,055,982 |
| Non-Current Contract Receivable | — |
| | — |
| | 405,780 |
| | — |
| | 405,780 |
| Intercompany Receivable | 1,128,469 |
| | 104,226 |
| | 24,654 |
| | (1,257,349 | ) | | — |
| Non-Current Deferred Income Tax Assets | 763 |
| | 19,254 |
| | 11,814 |
| | — |
| | 31,831 |
| Goodwill | 79 |
| | 781,444 |
| | 449 |
| | — |
| | 781,972 |
| Intangible Assets, Net | — |
| | 261,053 |
| | 737 |
| | — |
| | 261,790 |
| Investment in Subsidiaries | 1,332,393 |
| | 456,075 |
| | 2,191 |
| | (1,790,659 | ) | | — |
| Other Non-Current Assets | 12,714 |
| | 118,579 |
| | 18,708 |
| | (79,527 | ) | | 70,474 |
| Total Assets | $ | 3,364,634 |
| | $ | 3,261,549 |
| | $ | 870,693 |
| | $ | (3,127,535 | ) | | $ | 4,369,341 |
| | | | | | | | | | | LIABILITIES AND SHAREHOLDERS’ EQUITY | Accounts payable | $ | 8,573 |
| | $ | 66,848 |
| | $ | 16,196 |
| | $ | — |
| | $ | 91,617 |
| Accrued payroll and related taxes | — |
| | 30,190 |
| | 18,590 |
| | — |
| | 48,780 |
| Accrued expenses and other current liabilities | 48,090 |
| | 106,056 |
| | 20,175 |
| | — |
| | 174,321 |
| Current portion of capital lease obligations, long-term debt and non-recourse debt | 8,000 |
| | 1,815 |
| | 250,231 |
| | — |
| | 260,046 |
| Total current liabilities | 64,663 |
| | 204,909 |
| | 305,192 |
| | — |
| | 574,764 |
| Intercompany Payable | 14,535 |
| | 1,211,260 |
| | 31,554 |
| | (1,257,349 | ) | | — |
| Other Non-Current Liabilities | 4,120 |
| | 151,405 |
| | 16,806 |
| | (79,527 | ) | | 92,804 |
| Capital Lease Obligations | — |
| | 6,412 |
| | — |
| | — |
| | 6,412 |
| Long-Term Debt | 2,067,008 |
| | — |
| | 90,874 |
| | — |
| | 2,157,882 |
| Non-Recourse Debt | — |
| | — |
| | 323,387 |
| | — |
| | 323,387 |
| Commitments & Contingencies and Other |
|
| |
|
| |
|
| |
|
| |
|
| Shareholders' Equity: | | | | | | | | | | The GEO Group, Inc. Shareholders' Equity | 1,214,308 |
| | 1,687,563 |
| | 103,098 |
| | (1,790,659 | ) | | 1,214,310 |
| Noncontrolling Interests | — |
| | — |
| | (218 | ) | | — |
| | (218 | ) | Total Shareholders’ Equity | 1,214,308 |
| | 1,687,563 |
| | 102,880 |
| | (1,790,659 | ) | | 1,214,092 |
| Total Liabilities and Shareholders' Equity | $ | 3,364,634 |
| | $ | 3,261,549 |
| | $ | 870,693 |
| | $ | (3,127,535 | ) | | $ | 4,369,341 |
|
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2016 | | The GEO Group, Inc. | | Combined Subsidiary Guarantors | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | ASSETS | Cash and cash equivalents | $ | 45,566 |
| | $ | 842 |
| | $ | 21,630 |
| | $ | — |
| | $ | 68,038 |
| Restricted cash and investments | — |
| | — |
| | 17,133 |
| | — |
| | 17,133 |
| Accounts receivable, less allowance for doubtful accounts | 139,571 |
| | 200,239 |
| | 16,445 |
| | — |
| | 356,255 |
| Contract receivable, current portion | — |
| | — |
| | 224,033 |
| | — |
| | 224,033 |
| Prepaid expenses and other current assets | 677 |
| | 24,096 |
| | 7,437 |
| | — |
| | 32,210 |
| Total current assets | 185,814 |
| | 225,177 |
| | 286,678 |
| | — |
| | 697,669 |
| Restricted Cash and Investments | 170 |
| | 19,742 |
| | 936 |
| | — |
| | 20,848 |
| Property and Equipment, Net | 735,104 |
| | 1,078,220 |
| | 83,917 |
| | — |
| | 1,897,241 |
| Non-Current Contract Receivable | — |
| | — |
| | 219,783 |
| | | | 219,783 |
| Intercompany Receivable | 918,527 |
| | 141,987 |
| | 27,290 |
| | (1,087,804 | ) | | — |
| Non-Current Deferred Income Tax Assets | 764 |
| | 17,918 |
| | 11,357 |
| | — |
| | 30,039 |
| Goodwill | 79 |
| | 614,941 |
| | 413 |
| | — |
| | 615,433 |
| Intangible Assets, Net | — |
| | 203,138 |
| | 746 |
| | — |
| | 203,884 |
| Investment in Subsidiaries | 1,238,772 |
| | 453,635 |
| | 2,190 |
| | (1,694,597 | ) | | — |
| Other Non-Current Assets | 15,011 |
| | 108,434 |
| | 20,933 |
| | (79,866 | ) | | 64,512 |
| Total Assets | $ | 3,094,241 |
| | $ | 2,863,192 |
| | $ | 654,243 |
| | $ | (2,862,267 | ) | | $ | 3,749,409 |
| | | | | | | | | | | LIABILITIES AND SHAREHOLDERS’ EQUITY | Accounts payable | $ | 8,402 |
| | $ | 50,200 |
| | $ | 21,035 |
| | $ | — |
| | $ | 79,637 |
| Accrued payroll and related taxes | — |
| | 41,230 |
| | 14,030 |
| | — |
| | 55,260 |
| Accrued expenses and other current liabilities | 36,792 |
| | 83,906 |
| | 10,398 |
| | — |
| | 131,096 |
| Current portion of capital lease obligations, long-term debt and non-recourse debt | 3,000 |
| | 1,700 |
| | 233,365 |
| | — |
| | 238,065 |
| Total current liabilities | 48,194 |
| | 177,036 |
| | 278,828 |
| | — |
| | 504,058 |
| Intercompany Payable | 133,039 |
| | 920,825 |
| | 33,940 |
| | (1,087,804 | ) | | — |
| Other Non-Current Liabilities | 2,487 |
| | 144,383 |
| | 21,652 |
| | (79,866 | ) | | 88,656 |
| Capital Lease Obligations | — |
| | 7,431 |
| | — |
| | — |
| | 7,431 |
| Long-Term Debt | 1,935,465 |
| | — |
| | — |
| | — |
| | 1,935,465 |
| Non-Recourse Debt | — |
| | — |
| | 238,842 |
| | — |
| | 238,842 |
| Commitments & Contingencies and Other |
| |
| |
| |
| |
| Shareholders' Equity: | | | | | | | | | | The GEO Group, Inc. Shareholders' Equity | 975,056 |
| | 1,613,517 |
| | 81,080 |
| | (1,694,597 | ) | | 975,056 |
| Noncontrolling Interests | — |
| | — |
| | (99 | ) | | — |
| | (99 | ) | Total Shareholders’ Equity | 975,056 |
| | 1,613,517 |
| | 80,981 |
| | (1,694,597 | ) | | 974,957 |
| Total Liabilities and Shareholders' Equity | $ | 3,094,241 |
| | $ | 2,863,192 |
| | $ | 654,243 |
| | $ | (2,862,267 | ) | | $ | 3,749,409 |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) | | | | | | | | | | | | | | | | | | For the Nine Months Ended September 30, 2017 | | The GEO Group, Inc. | | Combined Subsidiary Guarantors | | Combined Non-Guarantor Subsidiaries | | Consolidated | Cash Flow from Operating Activities: | | | | | | | | Net cash provided by (used in) operating activities | $ | 15,473 |
| | $ | 79,088 |
| | $ | (36,733 | ) | | $ | 57,828 |
| Cash Flow from Investing Activities: | | | | | | | | Acquisition of CEC, net of cash acquired | (353,555 | ) | | — |
| | — |
| | (353,555 | ) | Proceeds from sale of property and equipment | 845 |
| | — |
| | 11 |
| | 856 |
| Insurance proceeds - damaged property | 86 |
| | — |
| | — |
| | 86 |
| Change in restricted cash and investments | — |
| | (4,645 | ) | | (175 | ) | | (4,820 | ) | Capital expenditures | (34,679 | ) | | (61,432 | ) | | (8,019 | ) | | (104,130 | ) | Net cash used in investing activities | (387,303 | ) | | (66,077 | ) | | (8,183 | ) | | (461,563 | ) | Cash Flow from Financing Activities: | | | | | | | | Proceeds from long-term debt | 1,324,865 |
| | — |
| | — |
| | 1,324,865 |
| Payments on long-term debt | (1,093,088 | ) | | — |
| | — |
| | (1,093,088 | ) | Payments on non-recourse debt | — |
| | — |
| | (68,887 | ) | | (68,887 | ) | Proceeds from non-recourse debt | — |
| | — |
| | 123,785 |
| | 123,785 |
| Taxes paid related to net share settlements of equity awards | (4,122 | ) | | — |
| | — |
| | (4,122 | ) | Proceeds from issuance of common stock in connection with ESPP | — |
| | — |
| | 382 |
| | 382 |
| Proceeds from issuance of common stock under prospectus supplement | 275,867 |
| | — |
| |
| | 275,867 |
| Debt issuance costs | (8,701 | ) | | — |
| | (769 | ) | | (9,470 | ) | Proceeds from stock options exercised | 6,786 |
| | — |
| | — |
| | 6,786 |
| Dividends paid | (169,152 | ) | |
|
| | — |
| | (169,152 | ) | Net cash provided by financing activities | 332,455 |
| | — |
| | 54,511 |
| | 386,966 |
| Effect of Exchange Rate Changes on Cash and Cash Equivalents | — |
| | — |
| | 257 |
| | 257 |
| Net (Decrease) Increase in Cash and Cash Equivalents | (39,375 | ) | | 13,011 |
| | 9,852 |
| | (16,512 | ) | Cash and Cash Equivalents, beginning of period | 45,566 |
| | 842 |
| | 21,630 |
| | 68,038 |
| Cash and Cash Equivalents, end of period | $ | 6,191 |
| | $ | 13,853 |
| | $ | 31,482 |
| | $ | 51,526 |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) | | | | | | | | | | | | | | | | | | For the Nine Months Ended September 30, 2016 | | The GEO Group, Inc. | | Combined Subsidiary Guarantors | | Combined Non-Guarantor Subsidiaries | | Consolidated | Cash Flow from Operating Activities: | | | | | | | | Net cash (used in) provided by operating activities | $ | 99,124 |
| | $ | 57,187 |
| | $ | (168,069 | ) | | $ | (11,758 | ) | Cash Flow from Investing Activities: | | | | | | | | Proceeds from sale of property and equipment | 68 |
| | — |
| | — |
| | 68 |
| Insurance proceeds - damaged property | 4,733 |
| | — |
| | — |
| | 4,733 |
| Change in restricted cash and investments | (24 | ) | | (2,635 | ) | | (95,057 | ) | | (97,716 | ) | Capital expenditures | (9,879 | ) | | (54,552 | ) | | (3,584 | ) | | (68,015 | ) | Net cash used in investing activities | (5,102 | ) | | (57,187 | ) | | (98,641 | ) | | (160,930 | ) | Cash Flow from Financing Activities: | | | | | | | | Taxes paid related to net share settlements of equity awards | (2,336 | ) | | — |
| | — |
| | (2,336 | ) | Proceeds from long-term debt | 813,077 |
| | — |
| | — |
| | 813,077 |
| Payments on long-term debt | (775,256 | ) | |
|
| | — |
| | (775,256 | ) | Payments on non-recourse debt | — |
| | — |
| | (1,878 | ) | | (1,878 | ) | Proceeds from non-recourse debt | — |
| | — |
| | 273,087 |
| | 273,087 |
| Proceeds from issuance of common stock in connection with ESPP |
|
| | — |
| | 338 |
| | 338 |
| Debt issuance costs | (16,980 | ) | | — |
| | (3,510 | ) | | (20,490 | ) | Tax deficiency related to equity compensation | (844 | ) | | — |
| | — |
| | (844 | ) | Proceeds from stock options exercised | 2,367 |
| | — |
| | — |
| | 2,367 |
| Dividends paid | (145,991 | ) | | — |
| | — |
| | (145,991 | ) | Net cash (used in) provided by financing activities | (125,963 | ) | | — |
| | 268,037 |
| | 142,074 |
| Effect of Exchange Rate Changes on Cash and Cash Equivalents | — |
| | — |
| | 1,099 |
| | 1,099 |
| Net Decrease in Cash and Cash Equivalents | (31,941 | ) | | — |
| | 2,426 |
| | (29,515 | ) | Cash and Cash Equivalents, beginning of period | 37,077 |
| | — |
| | 22,561 |
| | 59,638 |
| Cash and Cash Equivalents, end of period | $ | 5,136 |
| | $ | — |
| | $ | 24,987 |
| | $ | 30,123 |
|
|