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Condensed Consolidating Financial Information | 9 Months Ended
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Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of September 30, 2018, 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, 2018
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 208,607 |  |  | $ | 479,175 |  |  | $ | 65,028 |  |  | $ | (169,280 | ) |  | $ | 583,530 |
Operating expenses | 171,038 |  |  | 379,892 |  |  | 53,156 |  |  | (169,280 | ) |  | 434,806 |
Depreciation and amortization | 6,742 |  |  | 23,621 |  |  | 934 |  |  | — |  |  | 31,297 |
General and administrative expenses | 16,878 |  |  | 25,568 |  |  | 5,201 |  |  | — |  |  | 47,647 |
Operating income | 13,949 |  |  | 50,094 |  |  | 5,737 |  |  | — |  |  | 69,780 |
Interest income | 3,415 |  |  | 1,159 |  |  | 8,660 |  |  | (4,806 | ) |  | 8,428 |
Interest expense | (20,765 | ) |  | (13,714 | ) |  | (8,318 | ) |  | 4,806 |  |  | (37,991 | )
Income (loss) before income taxes and equity in earnings of affiliates | (3,401 | ) |  | 37,539 |  |  | 6,079 |  |  | — |  |  | 40,217 |
Income tax provision | 162 |  |  | 2,446 |  |  | 1,115 |  |  | — |  |  | 3,723 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 2,735 |  |  | — |  |  | 2,735 |
Income (loss) before equity in income of consolidated subsidiaries | (3,563 | ) |  | 35,093 |  |  | 7,699 |  |  | — |  |  | 39,229 |
Income from consolidated subsidiaries, net of income tax provision | 42,792 |  |  | — |  |  | — |  |  | (42,792 | ) |  | — |
Net income | 39,229 |  |  | 35,093 |  |  | 7,699 |  |  | (42,792 | ) |  | 39,229 |
Net loss attributable to noncontrolling interests | — |  |  | — |  |  | 60 |  |  | — |  |  | 60 |
Net income attributable to The GEO Group, Inc. | $ | 39,229 |  |  | $ | 35,093 |  |  | $ | 7,759 |  |  | $ | (42,792 | ) |  | $ | 39,289 |
Net income | $ | 39,229 |  |  | $ | 35,093 |  |  | $ | 7,699 |  |  | $ | (42,792 | ) |  | $ | 39,229 |
Other comprehensive income (loss), net of tax | — |  |  | (761 | ) |  | 205 |  |  | — |  |  | (556 | )
Total comprehensive income | $ | 39,229 |  |  | $ | 34,332 |  |  | $ | 7,904 |  |  | $ | (42,792 | ) |  | $ | 38,673 |
Comprehensive loss attributable to noncontrolling interests | — |  |  | — |  |  | 72 |  |  | — |  |  | 72 |
Comprehensive income attributable to The GEO Group, Inc. | $ | 39,229 |  |  | $ | 34,332 |  |  | $ | 7,976 |  |  | $ | (42,792 | ) |  | $ | 38,745 |
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 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 Nine Months Ended September 30, 2018
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 606,424 |  |  | $ | 1,412,868 |  |  | $ | 201,090 |  |  | $ | (488,426 | ) |  | $ | 1,731,956 |
Operating expenses | 483,982 |  |  | 1,138,897 |  |  | 164,859 |  |  | (488,426 | ) |  | 1,299,312 |
Depreciation and amortization | 19,766 |  |  | 71,759 |  |  | 3,011 |  |  | — |  |  | 94,536 |
General and administrative expenses | 47,499 |  |  | 73,753 |  |  | 15,675 |  |  | — |  |  | 136,927 |
Operating income | 55,177 |  |  | 128,459 |  |  | 17,545 |  |  | — |  |  | 201,181 |
Interest income | 10,998 |  |  | 4,023 |  |  | 26,951 |  |  | (15,778 | ) |  | 26,194 |
Interest expense | (59,034 | ) |  | (42,133 | ) |  | (25,390 | ) |  | 15,778 |  |  | (110,779 | )
Income before income taxes and equity in earnings of affiliates | 7,141 |  |  | 90,349 |  |  | 19,106 |  |  | — |  |  | 116,596 |
Income tax provision | 1,055 |  |  | 6,188 |  |  | 4,950 |  |  | — |  |  | 12,193 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 7,071 |  |  | — |  |  | 7,071 |
Income before equity in income of consolidated subsidiaries | 6,086 |  |  | 84,161 |  |  | 21,227 |  |  | — |  |  | 111,474 |
Income from consolidated subsidiaries, net of income tax provision | 105,388 |  |  | — |  |  | — |  |  | (105,388 | ) |  | — |
Net income | 111,474 |  |  | 84,161 |  |  | 21,227 |  |  | (105,388 | ) |  | 111,474 |
Net loss attributable to noncontrolling interests | — |  |  | — |  |  | 223 |  |  | — |  |  | 223 |
Net income attributable to The GEO Group, Inc. | $ | 111,474 |  |  | $ | 84,161 |  |  | $ | 21,450 |  |  | $ | (105,388 | ) |  | $ | 111,697 |
Net income | $ | 111,474 |  |  | $ | 84,161 |  |  | $ | 21,227 |  |  | $ | (105,388 | ) |  | $ | 111,474 |
Other comprehensive income (loss), net of tax | — |  |  | (31 | ) |  | (1,332 | ) |  | — |  |  | (1,363 | )
Total comprehensive income | $ | 111,474 |  |  | $ | 84,130 |  |  | $ | 19,895 |  |  | $ | (105,388 | ) |  | $ | 110,111 |
Comprehensive loss attributable to noncontrolling interests | — |  |  | — |  |  | 247 |  |  | — |  |  | 247 |
Comprehensive income attributable to The GEO Group, Inc. | $ | 111,474 |  |  | $ | 84,130 |  |  | $ | 20,142 |  |  | $ | (105,388 | ) |  | $ | 110,358 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited)
| 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 |
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited)
| As of September 30, 2018
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
ASSETS
Cash and cash equivalents | $ | 9,193 |  |  | $ | 18,059 |  |  | $ | 38,755 |  |  | $ | — |  |  | $ | 66,007 |
Restricted cash and cash equivalents | 5,652 |  |  | — |  |  | 49,279 |  |  | — |  |  | 54,931 |
Accounts receivable, less allowance for doubtful accounts | 178,579 |  |  | 187,231 |  |  | 33,695 |  |  | 4,105 |  |  | 403,610 |
Contract receivable, current portion | — |  |  | — |  |  | 9,420 |  |  | — |  |  | 9,420 |
Prepaid expenses and other current assets | 2,153 |  |  | 26,183 |  |  | 11,037 |  |  | (1,786 | ) |  | 37,587 |
Total current assets | 195,577 |  |  | 231,473 |  |  | 142,186 |  |  | 2,319 |  |  | 571,555 |
Restricted Cash and Investments | — |  |  | 23,476 |  |  | 5,463 |  |  | — |  |  | 28,939 |
Property and Equipment, Net | 843,558 |  |  | 1,217,597 |  |  | 86,850 |  |  | — |  |  | 2,148,005 |
Non-Current Contract Receivable | — |  |  | — |  |  | 384,794 |  |  | — |  |  | 384,794 |
Assets Held for Sale | 705 |  |  | 1,929 |  |  | — |  |  | — |  |  | 2,634 |
Intercompany Receivable | 980,555 |  |  | 126,525 |  |  | 24,460 |  |  | (1,131,540 | ) |  | — |
Non-Current Deferred Income Tax Assets | 863 |  |  | 23,913 |  |  | 1,501 |  |  | — |  |  | 26,277 |
Goodwill | — |  |  | 775,955 |  |  | 413 |  |  | — |  |  | 776,368 |
Intangible Assets, Net | — |  |  | 237,345 |  |  | 602 |  |  | — |  |  | 237,947 |
Investment in Subsidiaries | 1,516,564 |  |  | 458,229 |  |  | 2,190 |  |  | (1,976,983 | ) |  | — |
Other Non-Current Assets | 8,711 |  |  | 115,759 |  |  | 20,245 |  |  | (78,895 | ) |  | 65,820 |
Total Assets | $ | 3,546,533 |  |  | $ | 3,212,201 |  |  | $ | 668,704 |  |  | $ | (3,185,099 | ) |  | $ | 4,242,339 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable | $ | 11,967 |  |  | $ | 64,568 |  |  | $ | 5,749 |  |  | $ | — |  |  | $ | 82,284 |
Accrued payroll and related taxes | — |  |  | 33,424 |  |  | 20,173 |  |  | — |  |  | 53,597 |
Accrued expenses and other current liabilities | 43,371 |  |  | 121,258 |  |  | 30,511 |  |  | 2,319 |  |  | 197,459 |
Current portion of capital lease obligations, long-term debt and non-recourse debt | 8,000 |  |  | 1,998 |  |  | 330,145 |  |  | — |  |  | 340,143 |
Total current liabilities | 63,338 |  |  | 221,248 |  |  | 386,578 |  |  | 2,319 |  |  | 673,483 |
Non-Current Deferred Income Tax Liabilities | — |  |  | — |  |  | 8,757 |  |  | — |  |  | 8,757 |
Intercompany Payable | 118,478 |  |  | 979,528 |  |  | 33,534 |  |  | (1,131,540 | ) |  | — |
Other Non-Current Liabilities | 1,337 |  |  | 157,333 |  |  | 9,439 |  |  | (78,895 | ) |  | 89,214 |
Capital Lease Obligations | — |  |  | 4,954 |  |  | — |  |  | — |  |  | 4,954 |
Long-Term Debt | 2,282,399 |  |  | — |  |  | 80,919 |  |  | — |  |  | 2,363,318 |
Non-Recourse Debt | — |  |  | — |  |  | 22,201 |  |  | — |  |  | 22,201 |
Commitments & Contingencies and Other |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shareholders' Equity: |  |  |  |  |  |  |  |  |
The GEO Group, Inc. Shareholders' Equity | 1,080,981 |  |  | 1,849,138 |  |  | 127,845 |  |  | (1,976,983 | ) |  | 1,080,981 |
Noncontrolling Interests | — |  |  | — |  |  | (569 | ) |  | — |  |  | (569 | )
Total Shareholders’ Equity | 1,080,981 |  |  | 1,849,138 |  |  | 127,276 |  |  | (1,976,983 | ) |  | 1,080,412 |
Total Liabilities and Shareholders' Equity | $ | 3,546,533 |  |  | $ | 3,212,201 |  |  | $ | 668,704 |  |  | $ | (3,185,099 | ) |  | $ | 4,242,339 |
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands)
| As of December 31, 2017
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
ASSETS
Cash and cash equivalents | $ | 54,666 |  |  | $ | — |  |  | $ | 26,711 |  |  | $ | — |  |  | $ | 81,377 |
Restricted cash and cash equivalents | — |  |  | — |  |  | 44,932 |  |  | — |  |  | 44,932 |
Accounts receivable, less allowance for doubtful accounts | 130,354 |  |  | 225,029 |  |  | 34,533 |  |  | — |  |  | 389,916 |
Contract receivable, current portion | — |  |  | — |  |  | 18,142 |  |  | — |  |  | 18,142 |
Prepaid expenses and other current assets | 2,589 |  |  | 24,163 |  |  | 18,590 |  |  | — |  |  | 45,342 |
Total current assets | 187,609 |  |  | 249,192 |  |  | 142,908 |  |  | — |  |  | 579,709 |
Restricted Cash and Investments | — |  |  | 25,715 |  |  | 2,284 |  |  | — |  |  | 27,999 |
Property and Equipment, Net | 777,404 |  |  | 1,209,816 |  |  | 90,903 |  |  | — |  |  | 2,078,123 |
Assets Held for Sale | — |  |  | 3,915 |  |  | — |  |  | — |  |  | 3,915 |
Non-Current Contract Receivable | — |  |  | — |  |  | 404,309 |  |  |  |  | 404,309 |
Intercompany Receivable | 1,130,189 |  |  | 88,534 |  |  | 28,218 |  |  | (1,246,941 | ) |  | — |
Non-Current Deferred Income Tax Assets | 863 |  |  | 23,913 |  |  | 1,501 |  |  | — |  |  | 26,277 |
Goodwill | — |  |  | 778,504 |  |  | 447 |  |  | — |  |  | 778,951 |
Intangible Assets, Net | — |  |  | 254,531 |  |  | 808 |  |  | — |  |  | 255,339 |
Investment in Subsidiaries | 1,336,665 |  |  | 456,076 |  |  | 2,190 |  |  | (1,794,931 | ) |  | — |
Other Non-Current Assets | 11,141 |  |  | 115,330 |  |  | 25,210 |  |  | (79,395 | ) |  | 72,286 |
Total Assets | $ | 3,443,871 |  |  | $ | 3,205,526 |  |  | $ | 698,778 |  |  | $ | (3,121,267 | ) |  | $ | 4,226,908 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable | $ | 20,643 |  |  | $ | 65,475 |  |  | $ | 6,469 |  |  | $ | — |  |  | $ | 92,587 |
Accrued payroll and related taxes | — |  |  | 51,780 |  |  | 19,952 |  |  | — |  |  | 71,732 |
Accrued expenses and other current liabilities | 40,344 |  |  | 115,636 |  |  | 20,344 |  |  | — |  |  | 176,324 |
Current portion of capital lease obligations, long-term debt and non-recourse debt | 8,000 |  |  | 1,870 |  |  | 19,050 |  |  | — |  |  | 28,920 |
Total current liabilities | 68,987 |  |  | 234,761 |  |  | 65,815 |  |  | — |  |  | 369,563 |
Non-Current Deferred Income Tax Liabilities | — |  |  | — |  |  | 8,757 |  |  | — |  |  | 8,757 |
Intercompany Payable | 79,984 |  |  | 1,129,590 |  |  | 37,367 |  |  | (1,246,941 | ) |  | — |
Other Non-Current Liabilities | 4,674 |  |  | 157,200 |  |  | 14,223 |  |  | (79,395 | ) |  | 96,702 |
Capital Lease Obligations | — |  |  | 6,059 |  |  | — |  |  | — |  |  | 6,059 |
Long-Term Debt | 2,090,985 |  |  | — |  |  | 90,559 |  |  | — |  |  | 2,181,544 |
Non-Recourse Debt | — |  |  | — |  |  | 365,364 |  |  | — |  |  | 365,364 |
Commitments & Contingencies and Other |  |  |  |  |  |  |  |  |
Shareholders' Equity: |  |  |  |  |  |  |  |  |
The GEO Group, Inc. Shareholders' Equity | 1,199,241 |  |  | 1,677,916 |  |  | 117,015 |  |  | (1,794,931 | ) |  | 1,199,241 |
Noncontrolling Interests | — |  |  | — |  |  | (322 | ) |  | — |  |  | (322 | )
Total Shareholders’ Equity | 1,199,241 |  |  | 1,677,916 |  |  | 116,693 |  |  | (1,794,931 | ) |  | 1,198,919 |
Total Liabilities and Shareholders' Equity | $ | 3,443,871 |  |  | $ | 3,205,526 |  |  | $ | 698,778 |  |  | $ | (3,121,267 | ) |  | $ | 4,226,908 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
| For the Nine Months Ended September 30, 2018
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Consolidated
Cash Flow from Operating Activities: |  |  |  |  |  |  |
Net cash provided by operating activities | $ | 112,599 |  |  | $ | 70,040 |  |  | $ | 37,584 |  |  | $ | 220,223 |
Cash Flow from Investing Activities: |  |  |  |  |  |  |
Insurance proceeds - damaged property | — |  |  | 5,998 |  |  | — |  |  | 5,998 |
Proceeds from sale of property and equipment | — |  |  | — |  |  | 2,061 |  |  | 2,061 |
Proceeds from sale of assets held for sale | — |  |  | 3,797 |  |  | — |  |  | 3,797 |
Change in restricted investments | — |  |  | (2,413 | ) |  | — |  |  | (2,413 | )
Capital expenditures | (95,461 | ) |  | (64,015 | ) |  | (2,014 | ) |  | (161,490 | )
Net cash (used in) provided by investing activities | (95,461 | ) |  | (56,633 | ) |  | 47 |  |  | (152,047 | )
Cash Flow from Financing Activities: |  |  |  |  |  |  |
Proceeds from long-term debt | 372,000 |  |  | — |  |  | — |  |  | 372,000 |
Payments on long-term debt | (183,000 | ) |  | — |  |  | (3,033 | ) |  | (186,033 | )
Payments on non-recourse debt | — |  |  | — |  |  | (9,636 | ) |  | (9,636 | )
Taxes paid related to net share settlements of equity awards | (4,452 | ) |  | — |  |  | — |  |  | (4,452 | )
Proceeds from issuance of common stock in connection with ESPP | 404 |  |  | — |  |  | — |  |  | 404 |
Payment for repurchases of common stock | (70,446 | ) |  | — |  |  | — |  |  | (70,446 | )
Debt issuance costs | (990 | ) |  | — |  |  | — |  |  | (990 | )
Proceeds from stock options exercised | 1,781 |  |  | — |  |  | — |  |  | 1,781 |
Dividends paid | (172,256 | ) |  | — |  |  | — |  |  | (172,256 | )
Net cash used in financing activities | (56,959 | ) |  | — |  |  | (12,669 | ) |  | (69,628 | )
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | — |  |  | — |  |  | (5,392 | ) |  | (5,392 | )
Net (Decrease) Increase in Cash. Cash Equivalents and Restricted Cash and Cash Equivalents | (39,821 | ) |  | 13,407 |  |  | 19,570 |  |  | (6,844 | )
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period | 54,666 |  |  | 4,952 |  |  | 73,927 |  |  | 133,545 |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period | $ | 14,845 |  |  | $ | 18,359 |  |  | $ | 93,497 |  |  | $ | 126,701 |
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 | $ | 15,303 |  |  | $ | 79,088 |  |  | $ | (36,486 | ) |  | $ | 57,905 |
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 investments | — |  |  | (3,810 | ) |  | — |  |  | (3,810 | )
Capital expenditures | (34,679 | ) |  | (61,432 | ) |  | (8,019 | ) |  | (104,130 | )
Cash used in by investing activities | (387,303 | ) |  | (65,242 | ) |  | (8,008 | ) |  | (460,553 | )
Net cash used in investing activities |  |  |  |  |  |  |
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 | )
Issuance of common stock under prospectus supplement | 275,867 |  |  | — |  |  | — |  |  | 275,867 |
Proceeds from issuance of common stock in connection with ESPP | — |  |  | — |  |  | 382 |  |  | 382 |
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, Cash Equivalents and Restricted Cash and Cash Equivalents | — |  |  | — |  |  | 863 |  |  | 863 |
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | (39,545 | ) |  | 13,846 |  |  | 10,880 |  |  | (14,819 | )
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period | 45,736 |  |  | 4,922 |  |  | 39,699 |  |  | 90,357 |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period | $ | 6,191 |  |  | $ | 18,768 |  |  | $ | 50,579 |  |  | $ | 75,538 |

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