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Condensed Consolidating Financial Information | 3 Months Ended
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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:
(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 March 31, 2014
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 134,754 |  |  | $ | 314,985 |  |  | $ | 52,331 |  |  | $ | (108,933 | ) |  | $ | 393,137 |
Operating expenses | 107,222 |  |  | 250,680 |  |  | 42,954 |  |  | (108,933 | ) |  | 291,923 |
Depreciation and amortization | 6,406 |  |  | 16,634 |  |  | 1,102 |  |  | — |  |  | 24,142 |
General and administrative expenses | 9,339 |  |  | 15,536 |  |  | 3,627 |  |  | — |  |  | 28,502 |
Operating income (loss) | 11,787 |  |  | 32,135 |  |  | 4,648 |  |  | — |  |  | 48,570 |
Interest income | 5,536 |  |  | 436 |  |  | 679 |  |  | (5,919 | ) |  | 732 |
Interest expense | (11,074 | ) |  | (13,763 | ) |  | (1,734 | ) |  | 5,919 |  |  | (20,652 | )
Income before income taxes and equity in earnings of affiliates | 6,249 |  |  | 18,808 |  |  | 3,593 |  |  | — |  |  | 28,650 |
Income tax provision | — |  |  | 1,294 |  |  | 844 |  |  | — |  |  | 2,138 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 1,484 |  |  | — |  |  | 1,484 |
Income before equity in income of consolidated subsidiaries | 6,249 |  |  | 17,514 |  |  | 4,233 |  |  | — |  |  | 27,996 |
Income from consolidated subsidiaries, net of income tax provision | 21,747 |  |  | — |  |  | — |  |  | (21,747 | ) |  | — |
Net income | 27,996 |  |  | 17,514 |  |  | 4,233 |  |  | (21,747 | ) |  | 27,996 |
Net income attributable to noncontrolling interests | — |  |  | — |  |  | (6 | ) |  | — |  |  | (6 | )
Net income attributable to The GEO Group, Inc. | $ | 27,996 |  |  | $ | 17,514 |  |  | $ | 4,227 |  |  | $ | (21,747 | ) |  | $ | 27,990 |
Net income | $ | 27,996 |  |  | $ | 17,514 |  |  | $ | 4,233 |  |  | $ | (21,747 | ) |  | $ | 27,996 |
Other comprehensive income, net of tax | — |  |  | 19 |  |  | 1,027 |  |  | — |  |  | 1,046 |
Total comprehensive income | $ | 27,996 |  |  | $ | 17,533 |  |  | $ | 5,260 |  |  | $ | (21,747 | ) |  | $ | 29,042 |
Comprehensive loss attributable to noncontrolling interests | — |  |  | — |  |  | (2 | ) |  | — |  |  | (2 | )
Comprehensive income attributable to The GEO Group, Inc. | $ | 27,996 |  |  | $ | 17,533 |  |  | $ | 5,258 |  |  | $ | (21,747 | ) |  | $ | 29,040 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited)
| For the Three Months Ended March 31, 2013
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 113,491 |  |  | $ | 312,528 |  |  | $ | 57,385 |  |  | $ | (106,373 | ) |  | $ | 377,031 |
Operating expenses | 99,409 |  |  | 240,477 |  |  | 47,284 |  |  | (106,373 | ) |  | 280,797 |
Depreciation and amortization | 5,824 |  |  | 15,881 |  |  | 1,230 |  |  | — |  |  | 22,935 |
General and administrative expenses | 9,197 |  |  | 18,192 |  |  | 4,651 |  |  | — |  |  | 32,040 |
Operating income (loss) | (939 | ) |  | 37,978 |  |  | 4,220 |  |  | — |  |  | 41,259 |
Interest income | 3,960 |  |  | 550 |  |  | 1,096 |  |  | (4,422 | ) |  | 1,184 |
Interest expense | (9,920 | ) |  | (11,431 | ) |  | (2,412 | ) |  | 4,422 |  |  | (19,341 | )
Income (loss) before income taxes and equity in earnings of affiliates | (6,899 | ) |  | 27,097 |  |  | 2,904 |  |  | — |  |  | 23,102 |
Income tax (benefit) provision | (667 | ) |  | 406 |  |  | 1,142 |  |  | — |  |  | 881 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 1,217 |  |  | — |  |  | 1,217 |
Income (loss) before equity in income of consolidated subsidiaries | (6,232 | ) |  | 26,691 |  |  | 2,979 |  |  | — |  |  | 23,438 |
Income from consolidated subsidiaries, net of income tax provision | 29,670 |  |  | — |  |  | — |  |  | (29,670 | ) |  | — |
Net income | 23,438 |  |  | 26,691 |  |  | 2,979 |  |  | (29,670 | ) |  | 23,438 |
Net income attributable to noncontrolling interests | — |  |  | — |  |  | (18 | ) |  | — |  |  | (18 | )
Net income attributable to The GEO Group, Inc. | $ | 23,438 |  |  | $ | 26,691 |  |  | $ | 2,961 |  |  | $ | (29,670 | ) |  | $ | 23,420 |
Net income | $ | 23,438 |  |  | $ | 26,691 |  |  | $ | 2,979 |  |  | $ | (29,670 | ) |  | $ | 23,438 |
Other comprehensive income (loss), net of tax | — |  |  | 40 |  |  | (1,220 | ) |  | — |  |  | (1,180 | )
Total comprehensive income | $ | 23,438 |  |  | $ | 26,731 |  |  | $ | 1,759 |  |  | $ | (29,670 | ) |  | $ | 22,258 |
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | 23 |  |  | — |  |  | 23 |
Comprehensive income attributable to The GEO Group, Inc. | $ | 23,438 |  |  | $ | 26,731 |  |  | $ | 1,782 |  |  | $ | (29,670 | ) |  | $ | 22,281 |
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited)
| As of March 31, 2014
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
ASSETS
Cash and cash equivalents | $ | 7,498 |  |  | $ | 3,835 |  |  | $ | 26,730 |  |  | $ | — |  |  | $ | 38,063 |
Restricted cash and investments | — |  |  | — |  |  | 14,094 |  |  | — |  |  | 14,094 |
Accounts receivable, less allowance for doubtful accounts | 95,584 |  |  | 160,974 |  |  | 19,206 |  |  | — |  |  | 275,764 |
Current deferred income tax assets | — |  |  | 19,236 |  |  | 1,700 |  |  | — |  |  | 20,936 |
Prepaid expenses and other current assets | 7,169 |  |  | 17,956 |  |  | 15,906 |  |  | (1,154 | ) |  | 39,877 |
Total current assets | 110,251 |  |  | 202,001 |  |  | 77,636 |  |  | (1,154 | ) |  | 388,734 |
Restricted Cash and Investments | 185 |  |  | 11,874 |  |  | 7,269 |  |  | — |  |  | 19,328 |
Property and Equipment, Net | 687,560 |  |  | 954,677 |  |  | 84,632 |  |  | — |  |  | 1,726,869 |
Direct Finance Lease Receivable | — |  |  | — |  |  | 15,869 |  |  | — |  |  | 15,869 |
Intercompany Receivable | 932,983 |  |  | 142,703 |  |  | (24 | ) |  | (1,075,662 | ) |  | — |
Non-Current Deferred Income Tax Assets | — |  |  | — |  |  | 4,821 |  |  | — |  |  | 4,821 |
Goodwill | 34 |  |  | 493,189 |  |  | 688 |  |  | — |  |  | 493,911 |
Intangible Assets, Net | — |  |  | 165,925 |  |  | 1,208 |  |  | — |  |  | 167,133 |
Investment in Subsidiaries | 928,874 |  |  | 392,972 |  |  | 4 |  |  | (1,321,850 | ) |  | — |
Other Non-Current Assets | 21,813 |  |  | 104,700 |  |  | 37,297 |  |  | (79,687 | ) |  | 84,123 |
Total Assets | $ | 2,681,700 |  |  | $ | 2,468,041 |  |  | $ | 229,400 |  |  | $ | (2,478,353 | ) |  | $ | 2,900,788 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable | $ | 7,970 |  |  | $ | 40,770 |  |  | $ | 3,657 |  |  | $ | — |  |  | $ | 52,397 |
Accrued payroll and related taxes | 207 |  |  | 32,540 |  |  | 16,366 |  |  | — |  |  | 49,113 |
Accrued expenses and other | 36,088 |  |  | 62,812 |  |  | 18,774 |  |  | (1,154 | ) |  | 116,520 |
Current portion of capital lease obligations, long-term debt and non-recourse debt | 3,000 |  |  | 1,163 |  |  | 18,364 |  |  | — |  |  | 22,527 |
Current liabilities of discontinued operations | — |  |  | — |  |  | — |  |  | — |  |  | — |
Total current liabilities | 47,265 |  |  | 137,285 |  |  | 57,161 |  |  | (1,154 | ) |  | 240,557 |
Non-Current Deferred Income Tax Liabilities | (2,230 | ) |  | 16,902 |  |  | 17 |  |  | — |  |  | 14,689 |
Intercompany Payable | 133,555 |  |  | 927,791 |  |  | 14,315 |  |  | (1,075,661 | ) |  | — |
Other Non-Current Liabilities | 5,516 |  |  | 140,148 |  |  | 5,566 |  |  | (79,780 | ) |  | 71,450 |
Capital Lease Obligations | — |  |  | 10,665 |  |  | — |  |  | — |  |  | 10,665 |
Long-Term Debt | 1,479,788 |  |  | — |  |  | — |  |  | — |  |  | 1,479,788 |
Non-Recourse Debt | — |  |  | — |  |  | 65,377 |  |  | — |  |  | 65,377 |
Commitments & Contingencies and Other |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shareholders' Equity: |  |  |  |  |  |  |  |  |
The GEO Group, Inc. Shareholders' Equity | 1,017,806 |  |  | 1,235,250 |  |  | 86,508 |  |  | (1,321,758 | ) |  | 1,017,806 |
Noncontrolling Interests | — |  |  | — |  |  | 456 |  |  | — |  |  | 456 |
Total Shareholders’ Equity | 1,017,806 |  |  | 1,235,250 |  |  | 86,964 |  |  | (1,321,758 | ) |  | 1,018,262 |
Total Liabilities and Shareholders' Equity | $ | 2,681,700 |  |  | $ | 2,468,041 |  |  | $ | 229,400 |  |  | $ | (2,478,353 | ) |  | $ | 2,900,788 |
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands)
| As of December 31, 2013
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
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 | — |  |  | 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 | 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 and Other |  |  |  |  |  |  |  |  |
Shareholders' Equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |
The GEO Group, Inc. Shareholders' Equity | 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 STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
| For the Three Months Ended March 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 | $ | 28,511 |  |  | $ | 25,116 |  |  | $ | 9,525 |  |  | $ | 63,152 |
Cash Flow from Investing Activities: |  |  |  |  |  |  |
Acquisition of Protocol, cash consideration | — |  |  | (13,000 | ) |  | — |  |  | (13,000 | )
Proceeds from sale of property and equipment | — |  |  | 165 |  |  | — |  |  | 165 |
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 |
Payments on long-term debt | (108,750 | ) |  | (240 | ) |  | (1,403 | ) |  | (110,393 | )
Proceeds from reissuance of treasury stock in connection with ESPP | 84 |  |  | — |  |  | — |  |  | 84 |
Tax benefit related to equity compensation | 558 |  |  | — |  |  | — |  |  | 558 |
Proceeds from stock options exercised | 3,275 |  |  | — |  |  | — |  |  | 3,275 |
Cash dividends paid | (41,139 | ) |  | — |  |  | — |  |  | (41,139 | )
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 |
Net Increase (Decrease) in Cash and Cash Equivalents | (23,232 | ) |  | 2,850 |  |  | 6,320 |  |  | (14,062 | )
Cash and Cash Equivalents, beginning of period | 30,730 |  |  | 985 |  |  | 20,410 |  |  | 52,125 |
Cash and Cash Equivalents, end of period | $ | 7,498 |  |  | $ | 3,835 |  |  | $ | 26,730 |  |  | $ | 38,063 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
| For the Three Months Ended March 31, 2013
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Consolidated
Cash Flow from Operating Activities: |  |  |  |  |  |  |
Net cash provided by operating activities | 8,032 |  |  | 26,708 |  |  | 10,697 |  |  | 45,437 |
Cash Flow from Investing Activities: |  |  |  |  |  |  |
Acquisition of BI and Cornell, cash consideration, net of cash acquired | — |  |  | — |  |  | — |  |  | — |
Proceeds from sale of property and equipment | — |  |  | 4 |  |  | — |  |  | 4 |
Proceeds from sale of assets held for sale | — |  |  | 1,602 |  |  | — |  |  | 1,602 |
Change in restricted cash and investments | (124 | ) |  | (1,145 | ) |  | 3,599 |  |  | 2,330 |
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 | )
Cash used in investing activities - discontinued operations | — |  |  | — |  |  | — |  |  | — |
Net cash (used in) provided by investing activities | (1,538 | ) |  | (9,163 | ) |  | 3,235 |  |  | (7,466 | )
Cash Flow from Financing Activities: |  |  |  |  |  |  |
Proceeds from long-term debt | 410,000 |  |  | — |  |  | — |  |  | 410,000 |
Payments on long-term debt | (351,153 | ) |  | (377 | ) |  | (6,908 | ) |  | (358,438 | )
Proceeds from reissuance of treasury stock in connection with ESPP | 66 |  |  | — |  |  | — |  |  | 66 |
Debt issuance costs | (5,650 | ) |  | — |  |  | — |  |  | (5,650 | )
Tax benefit related to equity compensation | 1,127 |  |  | — |  |  | — |  |  | 1,127 |
Proceeds from stock options exercised | 3,049 |  |  | — |  |  | — |  |  | 3,049 |
Cash dividends paid | (35,711 | ) |  | — |  |  | — |  |  | (35,711 | )
Net cash provided by (used in) financing activities | 21,728 |  |  | (377 | ) |  | (6,908 | ) |  | 14,443 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | — |  |  | — |  |  | (445 | ) |  | (445 | )
Net Increase in Cash and Cash Equivalents | 28,222 |  |  | 17,168 |  |  | 6,579 |  |  | 51,969 |
Cash and Cash Equivalents, beginning of period | 4,764 |  |  | 1,917 |  |  | 25,074 |  |  | 31,755 |
Cash and Cash Equivalents, end of period | $ | 32,986 |  |  | $ | 19,085 |  |  | $ | 31,653 |  |  | $ | 83,724 |

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- Definition The entire disclosure for condensed financial statements. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 10 -Paragraph f -Article 3 + Details
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