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Condensed Consolidating Financial Information | 9 Months Ended
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Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of September 30, 2015, the Company's 6.625% Senior Notes, 5.125% Senior Notes and each of the 5.875% 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 September 30, 2015
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 175,353 |  |  | $ | 369,004 |  |  | $ | 65,388 |  |  | $ | (139,879 | ) |  | $ | 469,866 |
Operating expenses | 142,002 |  |  | 288,303 |  |  | 55,540 |  |  | (139,879 | ) |  | 345,966 |
Depreciation and amortization | 6,007 |  |  | 20,002 |  |  | 1,118 |  |  | — |  |  | 27,127 |
General and administrative expenses | 12,285 |  |  | 16,876 |  |  | 4,581 |  |  | — |  |  | 33,742 |
Operating income | 15,059 |  |  | 43,823 |  |  | 4,149 |  |  | — |  |  | 63,031 |
Interest income | 5,820 |  |  | 431 |  |  | 2,870 |  |  | (6,129 | ) |  | 2,992 |
Interest expense | (15,419 | ) |  | (14,320 | ) |  | (3,704 | ) |  | 6,129 |  |  | (27,314 | )
Income before income taxes and equity in earnings of affiliates | 5,460 |  |  | 29,934 |  |  | 3,315 |  |  | — |  |  | 38,709 |
Income tax provision (benefit) | — |  |  | 869 |  |  | 889 |  |  | — |  |  | 1,758 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 1,340 |  |  | — |  |  | 1,340 |
Income (loss) before equity in income of consolidated subsidiaries | 5,460 |  |  | 29,065 |  |  | 3,766 |  |  | — |  |  | 38,291 |
Income from consolidated subsidiaries, net of income tax provision | 32,831 |  |  | — |  |  | — |  |  | (32,831 | ) |  | — |
Net income | 38,291 |  |  | 29,065 |  |  | 3,766 |  |  | (32,831 | ) |  | 38,291 |
Net loss attributable to noncontrolling interests | — |  |  | — |  |  | 21 |  |  |  |  |  | 21 |
Net income attributable to The GEO Group, Inc. | $ | 38,291 |  |  | $ | 29,065 |  |  | $ | 3,787 |  |  | $ | (32,831 | ) |  | $ | 38,312 |
Net income | $ | 38,291 |  |  | $ | 29,065 |  |  | $ | 3,766 |  |  | $ | (32,831 | ) |  | $ | 38,291 |
Other comprehensive income (loss), net of tax | — |  |  | 43 |  |  | (6,484 | ) |  | — |  |  | (6,441 | )
Total comprehensive income | $ | 38,291 |  |  | $ | 29,108 |  |  | $ | (2,718 | ) |  | $ | (32,831 | ) |  | $ | 31,850 |
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | 64 |  |  | — |  |  | 64 |
Comprehensive income (loss) attributable to The GEO Group, Inc. | $ | 38,291 |  |  | $ | 29,108 |  |  | $ | (2,654 | ) |  | $ | (32,831 | ) |  | $ | 31,914 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited)
| For the Three Months Ended September 30, 2014
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 141,631 |  |  | $ | 337,769 |  |  | $ | 92,300 |  |  | $ | (113,800 | ) |  | $ | 457,900 |
Operating expenses | 115,580 |  |  | 257,645 |  |  | 82,791 |  |  | (113,800 | ) |  | 342,216 |
Depreciation and amortization | 6,395 |  |  | 16,554 |  |  | 1,130 |  |  | — |  |  | 24,079 |
General and administrative expenses | 8,352 |  |  | 14,295 |  |  | 5,640 |  |  | — |  |  | 28,287 |
Operating income | 11,304 |  |  | 49,275 |  |  | 2,739 |  |  | — |  |  | 63,318 |
Interest income | 5,593 |  |  | 966 |  |  | 953 |  |  | (6,464 | ) |  | 1,048 |
Interest expense | (11,716 | ) |  | (14,258 | ) |  | (1,898 | ) |  | 6,464 |  |  | (21,408 | )
Income before income taxes and equity in earnings of affiliates | 5,181 |  |  | 35,983 |  |  | 1,794 |  |  | — |  |  | 42,958 |
Income tax provision | — |  |  | 4,528 |  |  | 1,009 |  |  | — |  |  | 5,537 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 1,544 |  |  | — |  |  | 1,544 |
Income before equity in income of consolidated subsidiaries | 5,181 |  |  | 31,455 |  |  | 2,329 |  |  | — |  |  | 38,965 |
Income from consolidated subsidiaries, net of income tax provision | 33,784 |  |  | — |  |  | — |  |  | (33,784 | ) |  | — |
Net income | 38,965 |  |  | 31,455 |  |  | 2,329 |  |  | (33,784 | ) |  | 38,965 |
Net income attributable to noncontrolling interests | — |  |  | — |  |  | 26 |  |  | — |  |  | 26 |
Net income attributable to The GEO Group, Inc. | $ | 38,965 |  |  | $ | 31,455 |  |  | $ | 2,355 |  |  | $ | (33,784 | ) |  | $ | 38,991 |
Net income | $ | 38,965 |  |  | $ | 31,455 |  |  | $ | 2,329 |  |  | $ | (33,784 | ) |  | $ | 38,965 |
Other comprehensive income (loss), net of tax | — |  |  | 19 |  |  | (8,002 | ) |  | — |  |  | (7,983 | )
Total comprehensive income (loss) | $ | 38,965 |  |  | $ | 31,474 |  |  | $ | (5,673 | ) |  | $ | (33,784 | ) |  | $ | 30,982 |
Comprehensive loss attributable to noncontrolling interests | — |  |  | — |  |  | 49 |  |  | — |  |  | 49 |
Comprehensive income (loss) attributable to The GEO Group, Inc. | $ | 38,965 |  |  | $ | 31,474 |  |  | $ | (5,624 | ) |  | $ | (33,784 | ) |  | $ | 31,031 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited)
| For the Nine Months Ended September 30, 2015
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 481,102 |  |  | $ | 1,076,373 |  |  | $ | 191,876 |  |  | $ | (406,170 | ) |  | $ | 1,343,181 |
Operating expenses | 399,557 |  |  | 843,498 |  |  | 160,927 |  |  | (406,170 | ) |  | 997,812 |
Depreciation and amortization | 18,592 |  |  | 56,881 |  |  | 3,155 |  |  | — |  |  | 78,628 |
General and administrative expenses | 33,657 |  |  | 50,684 |  |  | 13,423 |  |  | — |  |  | 97,764 |
Operating income | 29,296 |  |  | 125,310 |  |  | 14,371 |  |  | — |  |  | 168,977 |
Interest income | 17,733 |  |  | 2,510 |  |  | 8,189 |  |  | (20,499 | ) |  | 7,933 |
Interest expense | (45,264 | ) |  | (43,700 | ) |  | (10,145 | ) |  | 20,499 |  |  | (78,610 | )
Income before income taxes and equity in earnings of affiliates | 1,765 |  |  | 84,120 |  |  | 12,415 |  |  | — |  |  | 98,300 |
Income tax provision (benefit) | (62 | ) |  | 4,199 |  |  | 2,817 |  |  | — |  |  | 6,954 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 3,949 |  |  | — |  | 2,246 |  | 3,949 |
Income before equity in income of consolidated subsidiaries | 1,827 |  |  | 79,921 |  |  | 13,547 |  |  | — |  |  | 95,295 |
Income from consolidated subsidiaries, net of income tax provision | 93,468 |  |  | — |  |  | — |  |  | (93,468 | ) |  | — |
Income from continuing operations | 95,295 |  |  | 79,921 |  |  | 13,547 |  |  | (93,468 | ) |  | 95,295 |
Net income | 95,295 |  |  | 79,921 |  |  | 13,547 |  |  | (93,468 | ) |  | 95,295 |
Net loss attributable to noncontrolling interests | — |  |  | — |  |  | 79 |  |  | — |  |  | 79 |
Net income attributable to The GEO Group, Inc. | $ | 95,295 |  |  | $ | 79,921 |  |  | $ | 13,626 |  |  | $ | (93,468 | ) |  | $ | 95,374 |
Net income | $ | 95,295 |  |  | $ | 79,921 |  |  | $ | 13,547 |  |  | $ | (93,468 | ) |  | $ | 95,295 |
Other comprehensive income (loss), net of tax | — |  |  | 120 |  |  | (7,435 | ) |  | — |  |  | (7,315 | )
Total comprehensive income | $ | 95,295 |  |  | $ | 80,041 |  |  | $ | 6,112 |  |  | $ | (93,468 | ) |  | $ | 87,980 |
Comprehensive income attributable to noncontrolling interests | — |  |  | — |  |  | 145 |  |  | — |  |  | 145 |
Comprehensive income attributable to The GEO Group, Inc. | $ | 95,295 |  |  | $ | 80,041 |  |  | $ | 6,257 |  |  | $ | (93,468 | ) |  | $ | 88,125 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited)
| For the Nine Months Ended September 30, 2014
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 415,468 |  |  | $ | 980,181 |  |  | $ | 201,391 |  |  | $ | (333,160 | ) |  | $ | 1,263,880 |
Operating expenses | 333,992 |  |  | 760,159 |  |  | 173,206 |  |  | (333,160 | ) |  | 934,197 |
Depreciation and amortization | 19,242 |  |  | 49,357 |  |  | 3,370 |  |  | — |  |  | 71,969 |
General and administrative expenses | 26,773 |  |  | 45,186 |  |  | 12,978 |  |  | — |  |  | 84,937 |
Operating income | 35,461 |  |  | 125,479 |  |  | 11,837 |  |  | — |  |  | 172,777 |
Interest income | 16,208 |  |  | 2,017 |  |  | 2,382 |  |  | (18,003 | ) |  | 2,604 |
Interest expense | (33,913 | ) |  | (41,379 | ) |  | (5,373 | ) |  | 18,003 |  |  | (62,662 | )
Income before income taxes and equity in earnings of affiliates | 17,756 |  |  | 86,117 |  |  | 8,846 |  |  | — |  |  | 112,719 |
Income tax provision | — |  |  | 8,493 |  |  | 2,569 |  |  | — |  |  | 11,062 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 4,202 |  |  | — |  |  | 4,202 |
Income before equity in income of consolidated subsidiaries | 17,756 |  |  | 77,624 |  |  | 10,479 |  |  | — |  |  | 105,859 |
Income from consolidated subsidiaries, net of income tax provision | 88,103 |  |  | — |  |  | — |  |  | (88,103 | ) |  | — |
Net income | 105,859 |  |  | 77,624 |  |  | 10,479 |  |  | (88,103 | ) |  | 105,859 |
Net income attributable to noncontrolling interests | — |  |  | — |  |  | 20 |  |  | — |  |  | 20 |
Net income attributable to The GEO Group, Inc. | $ | 105,859 |  |  | $ | 77,624 |  |  | $ | 10,499 |  |  | $ | (88,103 | ) |  | $ | 105,879 |
Net income | $ | 105,859 |  |  | $ | 77,624 |  |  | $ | 10,479 |  |  | $ | (88,103 | ) |  | $ | 105,859 |
Other comprehensive income (loss), net of tax | — |  |  | 58 |  |  | (6,359 | ) |  | — |  |  | (6,301 | )
Total comprehensive income | $ | 105,859 |  |  | $ | 77,682 |  |  | $ | 4,120 |  |  | $ | (88,103 | ) |  | $ | 99,558 |
Comprehensive loss attributable to noncontrolling interests | — |  |  | — |  |  | 51 |  |  | — |  |  | 51 |
Comprehensive income attributable to The GEO Group, Inc. | $ | 105,859 |  |  | $ | 77,682 |  |  | $ | 4,171 |  |  | $ | (88,103 | ) |  | $ | 99,609 |
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited)
| As of September 30, 2015
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
ASSETS
Cash and cash equivalents | $ | 14,378 |  |  | $ | 2,373 |  |  | $ | 30,380 |  |  | $ | — |  |  | $ | 47,131 |
Restricted cash and investments | — |  |  | — |  |  | 8,389 |  |  | — |  |  | 8,389 |
Accounts receivable, less allowance for doubtful accounts | 114,215 |  |  | 160,899 |  |  | 13,930 |  |  | — |  |  | 289,044 |
Current deferred income tax assets | — |  |  | 21,694 |  |  | 4,227 |  |  | — |  |  | 25,921 |
Prepaid expenses and other current assets | 4,087 |  |  | 19,275 |  |  | 11,048 |  |  | (1,154 | ) |  | 33,256 |
Total current assets | 132,680 |  |  | 204,241 |  |  | 67,974 |  |  | (1,154 | ) |  | 403,741 |
Restricted Cash and Investments | 127 |  |  | 15,236 |  |  | 10,695 |  |  | — |  |  | 26,058 |
Property and Equipment, Net | 751,490 |  |  | 1,087,819 |  |  | 82,152 |  |  | — |  |  | 1,921,461 |
Contract Receivable | — |  |  | — |  |  | 124,679 |  |  | — |  |  | 124,679 |
Direct Finance Lease Receivable | — |  |  | — |  |  | 3,303 |  |  | — |  |  | 3,303 |
Intercompany Receivable | 905,295 |  |  | 147,801 |  |  | — |  |  | (1,053,096 | ) |  | — |
Non-Current Deferred Income Tax Assets | — |  |  | — |  |  | 5,873 |  |  | — |  |  | 5,873 |
Goodwill | 90 |  |  | 615,448 |  |  | 399 |  |  | — |  |  | 615,937 |
Intangible Assets, Net | — |  |  | 228,498 |  |  | 829 |  |  | — |  |  | 229,327 |
Investment in Subsidiaries | 1,218,023 |  |  | 213,919 |  |  | — |  |  | (1,431,942 | ) |  | — |
Other Non-Current Assets | 23,176 |  |  | 111,209 |  |  | 50,006 |  |  | (80,154 | ) |  | 104,237 |
Total Assets | $ | 3,030,881 |  |  | $ | 2,624,171 |  |  | $ | 345,910 |  |  | $ | (2,566,346 | ) |  | $ | 3,434,616 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable | $ | 9,582 |  |  | $ | 47,923 |  |  | $ | 15,062 |  |  | $ | — |  |  | $ | 72,567 |
Accrued payroll and related taxes | — |  |  | 25,788 |  |  | 13,886 |  |  | — |  |  | 39,674 |
Accrued expenses and other | 39,077 |  |  | 74,655 |  |  | 14,971 |  |  | (1,154 | ) |  | 127,549 |
Current portion of capital lease obligations, long-term debt and non-recourse debt | 3,000 |  |  | 1,323 |  |  | 12,105 |  |  | — |  |  | 16,428 |
Total current liabilities | 51,659 |  |  | 149,689 |  |  | 56,024 |  |  | (1,154 | ) |  | 256,218 |
Non-Current Deferred Income Tax Liabilities | (1,310 | ) |  | 17,074 |  |  | 5 |  |  | — |  |  | 15,769 |
Intercompany Payable | 91,350 |  |  | 961,000 |  |  | 746 |  |  | (1,053,096 | ) |  | — |
Other Non-Current Liabilities | 2,858 |  |  | 142,544 |  |  | 23,158 |  |  | (80,154 | ) |  | 88,406 |
Capital Lease Obligations | — |  |  | 8,992 |  |  | — |  |  | — |  |  | 8,992 |
Long-Term Debt | 1,881,034 |  |  | — |  |  | — |  |  | — |  |  | 1,881,034 |
Non-Recourse Debt | — |  |  | — |  |  | 178,738 |  |  | — |  |  | 178,738 |
Commitments & Contingencies and Other |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shareholders' Equity: |  |  |  |  |  |  |  |  |
The GEO Group, Inc. Shareholders' Equity | 1,005,290 |  |  | 1,344,872 |  |  | 87,070 |  |  | (1,431,942 | ) |  | 1,005,290 |
Noncontrolling Interests | — |  |  | — |  |  | 169 |  |  | — |  |  | 169 |
Total Shareholders’ Equity | 1,005,290 |  |  | 1,344,872 |  |  | 87,239 |  |  | (1,431,942 | ) |  | 1,005,459 |
Total Liabilities and Shareholders' Equity | $ | 3,030,881 |  |  | $ | 2,624,171 |  |  | $ | 345,910 |  |  | $ | (2,566,346 | ) |  | $ | 3,434,616 |
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands)
| As of December 31, 2014
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
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 | — |  |  | 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 | 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 and Other |  |  |  |  |  |  |  |  |
Shareholders' Equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |
The GEO Group, Inc. Shareholders' Equity | 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 STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
| For the Nine Months Ended September 30, 2015
| 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 | $ | 72,063 |  |  | $ | 74,464 |  |  | $ | (35,363 | ) |  | $ | 111,164 |
Cash Flow from Investing Activities: |  |  |  |  |  |  |
Acquisition of SoberLink, cash consideration |  |  | (24,402 | ) |  |  |  | (24,402 | )
Acquisition of LCS, net of cash acquired | (307,403 | ) |  | — |  |  | — |  |  | (307,403 | )
Proceeds from sale of property and equipment | — |  |  | 49 |  |  | — |  |  | 49 |
Insurance proceeds - damaged property | — |  |  | 1,270 |  |  | — |  |  | 1,270 |
Change in restricted cash and investments | 101 |  |  | (1,957 | ) |  | (9,280 | ) |  | (11,136 | )
Capital expenditures | (51,084 | ) |  | (47,833 | ) |  | (1,927 | ) |  | (100,844 | )
Net cash used in investing activities | (358,386 | ) |  | (72,873 | ) |  | (11,207 | ) |  | (442,466 | )
Cash Flow from Financing Activities: |  |  |  |  |  |  |
Proceeds from long-term debt | 642,000 |  |  | — |  |  | — |  |  | 642,000 |
Payments on long-term debt | (222,675 | ) |  | — |  |  | — |  |  | (222,675 | )
Payments on non-recourse debt | — |  |  | — |  |  | (6,366 | ) |  | (6,366 | )
Proceeds from non-recourse debt | — |  |  | — |  |  | 70,117 |  |  | 70,117 |
Taxes paid related to net share settlements of equity awards | (2,748 | ) |  | — |  |  | — |  |  | (2,748 | )
Proceeds from reissuance of treasury stock in connection with ESPP | 321 |  |  | — |  |  | — |  |  | 321 |
Debt issuance costs | — |  |  | — |  |  | (5,217 | ) |  | (5,217 | )
Tax benefit related to equity compensation | 1,252 |  |  | — |  |  | — |  |  | 1,252 |
Proceeds from stock options exercised | 2,513 |  |  | — |  |  | — |  |  | 2,513 |
Cash dividends paid | (138,454 | ) |  | — |  |  | — |  |  | (138,454 | )
Net cash provided by financing activities | 282,209 |  |  | — |  |  | 58,534 |  |  | 340,743 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | — |  |  | — |  |  | (3,647 | ) |  | (3,647 | )
Net Increase (Decrease) in Cash and Cash Equivalents | (4,114 | ) |  | 1,591 |  |  | 8,317 |  |  | 5,794 |
Cash and Cash Equivalents, beginning of period | 18,492 |  |  | 782 |  |  | 22,063 |  |  | 41,337 |
Cash and Cash Equivalents, end of period | $ | 14,378 |  |  | $ | 2,373 |  |  | $ | 30,380 |  |  | $ | 47,131 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
| For the Nine Months Ended September 30, 2014
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Consolidated
Cash Flow from Operating Activities: |  |  |  |  |  |  |
Net cash provided by operating activities | $ | 149,460 |  |  | $ | 53,506 |  |  | $ | (38,341 | ) |  | $ | 164,625 |
Cash Flow from Investing Activities: |  |  |  |  |  |  |
Proceeds from sale of property and equipment | — |  |  | 515 |  |  | — |  |  | 515 |
Acquisition of Protocol, cash consideration | — |  |  | (13,025 | ) |  | — |  |  | (13,025 | )
Change in restricted cash and investments | (212 | ) |  | (2,073 | ) |  | (3,767 | ) |  | (6,052 | )
Capital expenditures | (41,020 | ) |  | (34,432 | ) |  | (2,261 | ) |  | (77,713 | )
Net cash used in investing activities | (41,232 | ) |  | (49,015 | ) |  | (6,028 | ) |  | (96,275 | )
Cash Flow from Financing Activities: |  |  |  |  |  |  |
Proceeds from long-term debt | 459,384 |  |  | — |  |  | — |  |  | 459,384 |
Payments on long-term debt | (508,400 | ) |  | (732 | ) |  | — |  |  | (509,132 | )
Indirect repurchases of treasury shares | (1,844 | ) |  | — |  |  | — |  |  | (1,844 | )
Payments on non-recourse debt | — |  |  | — |  |  | (4,511 | ) |  | (4,511 | )
Proceeds from non-recourse debt | — |  |  | — |  |  | 74,191 |  |  | 74,191 |
Proceeds from reissuance of treasury stock in connection with ESPP | 277 |  |  | — |  |  | — |  |  | 277 |
Debt issuance costs - deferred | (7,802 | ) |  | — |  |  | (15,706 | ) |  | (23,508 | )
Tax benefit related to equity compensation | 1,498 |  |  | — |  |  | — |  |  | 1,498 |
Issuance of common stock under prospectus supplement | 54,724 |  |  | — |  |  | — |  |  | 54,724 |
Proceeds from stock options exercised | 6,384 |  |  | — |  |  | — |  |  | 6,384 |
Cash dividends paid | (124,084 | ) |  | — |  |  | — |  |  | (124,084 | )
Net cash used in financing activities | (119,863 | ) |  | (732 | ) |  | 53,974 |  |  | (66,621 | )
Effect of Exchange Rate Changes on Cash and Cash Equivalents | — |  |  | — |  |  | (1,174 | ) |  | (1,174 | )
Net Increase (Decrease) in Cash and Cash Equivalents | (11,635 | ) |  | 3,759 |  |  | 8,431 |  |  | 555 |
Cash and Cash Equivalents, beginning of period | 30,730 |  |  | 985 |  |  | 20,410 |  |  | 52,125 |
Cash and Cash Equivalents, end of period | $ | 19,095 |  |  | $ | 4,744 |  |  | $ | 28,841 |  |  | $ | 52,680 |

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- Definition The entire disclosure for condensed financial statements. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684 Reference 2: 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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