UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM10-Q

 

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018March 31, 2019

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission file number:1-14260

 

 

The GEO Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Florida 65-0043078

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

One Park Place, 621 NW 53rd Street, Suite 700,4955 Technology Way,

Boca Raton, Florida

 3348733431
(Address of principal executive offices) (Zip Code)

(561)893-0101

(Registrant’s telephone number, including area code)

One Park Place, Suite 700,

621 Northwest 53rd Street

Boca Raton, Florida 33487-8242

(Former name, former address and former fiscal year if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No    ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No    ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

 

Large accelerated filer 

  Accelerated filer 
Non-accelerated filer   Smaller reporting company 
   

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes  ☐    No  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per shareGEONew York Stock Exchange

As of November 6, 2018,May 3, 2019, the registrant had 121,796,397121,205,405 shares of common stock outstanding.

 

 

 


TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

   3 

ITEM 1. FINANCIAL STATEMENTS

   3 

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2019 AND 2018 AND 2017

   3 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2019 AND 2018 AND 2017

   4 

CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER  30, 2018MARCH  31, 2019 (UNAUDITED) AND DECEMBER 31, 20172018

   5 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2019 AND 2018 AND 2017

   6 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

   7 

ITEM  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   4636 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   6851 

ITEM 4. CONTROLS AND PROCEDURES

   6851 

PART II - OTHER INFORMATION

   6952 

ITEM 1. LEGAL PROCEEDINGS

   6952 

ITEM 1A. RISK FACTORS

   6952 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

   6953 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

   7053 

ITEM 4. MINE SAFETY DISCLOSURES

   7053 

ITEM 5. OTHER INFORMATION

   7053 

ITEM 6. EXHIBITS

   7054 

SIGNATURES

   7155 

PART I - FINANCIAL INFORMATION

ITEM 1.

ITEM 1. FINANCIAL STATEMENTS

THE GEO GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30,MARCH 31, 2019 AND 2018 AND 2017

(In thousands, except per share data)

 

  Three Months Ended Nine Months Ended   Three Months Ended 
  September 30,
2018
 September 30,
2017
 September 30,
2018
 September 30,
2017
   March 31, 2019 March 31, 2018 

Revenues

  $583,530  $566,759  $1,731,956  $1,694,443   $610,667  $564,917 

Operating expenses

   434,806  423,134  1,299,312  1,276,286    456,997  426,709 

Depreciation and amortization

   31,297  31,649  94,536  92,464    32,469  31,926 

General and administrative expenses

   47,647  49,074  136,927  143,866    46,424  41,832 
  

 

  

 

  

 

  

 

   

 

  

 

 

Operating income

   69,780  62,902  201,181  181,827    74,777  64,450 

Interest income

   8,428  14,648  26,194  38,971    8,396  9,099 

Interest expense

   (37,991 (38,719 (110,779 (109,702   (40,280 (35,869
  

 

  

 

  

 

  

 

   

 

  

 

 

Income before income taxes and equity in earnings of affiliates

   40,217  38,831  116,596  111,096    42,893  37,680 

Provision for income taxes

   3,723  1,720  12,193  5,590    4,840  4,755 

Equity in earnings of affiliates, net of income tax provision of $200, $77, $636 and $1,785, respectively

   2,735  1,342  7,071  4,255 

Equity in earnings of affiliates, net of income tax provision of $359 and $706, respectively

   2,596  1,995 
  

 

  

 

  

 

  

 

   

 

  

 

 

Net income

   39,229  38,453  111,474  109,761    40,649  34,920 

Net loss attributable to noncontrolling interests

   60  36  223  123    56  67 
  

 

  

 

  

 

  

 

   

 

  

 

 

Net income attributable to The GEO Group, Inc.

  $39,289  $38,489  $111,697  $109,884   $40,705  $34,987 
  

 

  

 

  

 

  

 

   

 

  

 

 

Weighted-average common shares outstanding:

        

Basic

   119,681  122,251  120,567  119,356    118,774  121,768 

Diluted

   120,302  122,887  121,055  120,114    119,496  122,304 

Net income per common share attributable to The GEO Group, Inc.:

        

Basic:

        

Net income per common share attributable to The GEO Group, Inc. – basic

  $0.33  $0.31  $0.93  $0.92 

Net income per common share attributable to The GEO Group, Inc. - basic

  $0.34  $0.29 
  

 

  

 

  

 

  

 

   

 

  

 

 

Diluted:

        

Net income per common share attributable to The GEO Group, Inc. – diluted

  $0.33  $0.31  $0.92  $0.91 

Net income per common share attributable to The GEO Group, Inc. - diluted

  $0.34  $0.29 
  

 

  

 

  

 

  

 

   

 

  

 

 

Dividends declared per share

  $0.47  $0.47  $1.41  $1.41   $0.48  $0.47 
  

 

  

 

  

 

  

 

   

 

  

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

THE GEO GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30,MARCH 31, 2019 AND 2018 AND 2017

(In thousands)

 

  Three Months Ended Nine Months Ended   Three Months Ended 
  September 30,
2018
 September 30,
2017
 September 30,
2018
 September 30,
2017
   March 31, 2019 March 31, 2018 

Net income

  $39,229  $38,453  $111,474  $109,761   $40,649  $34,920 

Other comprehensive income, net of tax:

        

Foreign currency translation adjustments

   (1,331 (179 (5,882 2,030    1,736  521 

Pension liability adjustment, net of tax provision (benefit) of $(894), $25, $(430) and $76, respectively

   (761 64  (31 175 

Change in fair value of derivative instrument classified as cash flow hedge, net of tax provision of $271, $307, $803 and $451, respectively

   1,536  1,740  4,550  2,556 

Pension liability adjustment, net of tax provision of $11 and $28, respectively

   (648 105 

Change in fair value of derivative instrument classified as cash flow hedge, net of tax provision of $205 and $130, respectively

   1,164  736 
  

 

  

 

  

 

  

 

   

 

  

 

 

Total other comprehensive income (loss), net of tax

   (556 1,625  (1,363 4,761 

Total other comprehensive income, net of tax

   2,252  1,362 
  

 

  

 

  

 

  

 

   

 

  

 

 

Total comprehensive income

   38,673  40,078  110,111  114,522    42,901  36,282 

Comprehensive loss attributable to noncontrolling interests

   72  34  247  119    56  59 
  

 

  

 

  

 

  

 

   

 

  

 

 

Comprehensive income attributable to The GEO Group, Inc.

  $38,745  $40,112  $110,358  $114,641   $42,957  $36,341 
  

 

  

 

  

 

  

 

   

 

  

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

THE GEO GROUP, INC.

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2018MARCH 31, 2019 AND DECEMBER 31, 20172018

(In thousands, except share data)

 

  September 30,
2018
 December 31,
2017
   March 31, 2019 December 31, 2018 
  (Unaudited)     (Unaudited)   
ASSETS      

Current Assets

      

Cash and cash equivalents

  $66,007  $81,377   $67,728  $31,255 

Restricted cash and cash equivalents

   54,931  44,932    53,749  51,678 

Accounts receivable, less allowance for doubtful accounts of $4,261 and $4,574, respectively

   403,610  389,916 

Accounts receivable, less allowance for doubtful accounts of $4,276 and $4,183, respectively

   423,596  445,526 

Contract receivable, current portion

   9,420  18,142    16,005  15,535 

Prepaid expenses and other current assets

   37,587  45,342    43,535  57,768 
  

 

  

 

   

 

  

 

 

Total current assets

   571,555  579,709    604,613  601,762 
  

 

  

 

   

 

  

 

 

Restricted Cash and Investments

   28,939  27,999    27,282  22,431 

Property and Equipment, Net

   2,148,005  2,078,123    2,150,627  2,158,610 

Assets Held for Sale

   2,634  3,915    4,607  2,634 

Non-Current Contract Receivable

   384,794  404,309 

Contract Receivable

   368,698  368,178 

Operating LeaseRight-of-Use Assets, Net

   133,365   —   

Deferred Income Tax Assets

   26,277  26,277    29,924  29,924 

Goodwill

   776,368  778,951    776,361  776,359 

Intangible Assets, Net

   237,947  255,339    226,782  232,360 

OtherNon-Current Assets

   65,820  72,286    61,807  65,860 
  

 

  

 

   

 

  

 

 

Total Assets

  $4,242,339  $4,226,908   $4,384,066  $4,258,118 
  

 

  

 

   

 

  

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY      

Current Liabilities

      

Accounts payable

  $82,284  $92,587   $93,458  $93,032 

Accrued payroll and related taxes

   53,597  71,732    58,079  76,009 

Accrued expenses and other current liabilities

   197,459  176,324    189,174  204,170 

Current portion of capital lease obligations, long-term debt andnon-recourse debt

   340,143  28,920 

Operating lease liabilities, current portion

   35,210   —   

Current portion of finance lease liabilities, long-term debt andnon-recourse debt

   332,864  332,027 
  

 

  

 

   

 

  

 

 

Total current liabilities

   673,483  369,563    708,785  705,238 
  

 

  

 

   

 

  

 

 

Non-Current Deferred Income Tax Liabilities

   8,757  8,757 

Deferred Income Tax Liabilities

   13,681  13,681 

OtherNon-Current Liabilities

   89,214  96,702    79,734  82,481 

Capital Lease Obligations

   4,954  6,059 

Operating Lease Liabilities

   102,238   —   

Finance Lease Liabilities

   4,179  4,570 

Long-Term Debt

   2,363,318  2,181,544    2,433,433  2,397,227 

Non-Recourse Debt

   22,201  365,364    15,112  15,017 

Commitments, Contingencies and Other (Note 13)

   

Commitments, Contingencies and Other (Note 12)

   

Shareholders’ Equity

      

Preferred stock, $0.01 par value, 30,000,000 shares authorized, none issued or outstanding

   —     —      —     —   

Common stock, $0.01 par value, 187,500,000 shares authorized, 124,803,502 and 124,008,303 issued and 121,686,019 and 124,008,303 outstanding, respectively

   1,248  1,240 

Common stock, $0.01 par value, 187,500,000 shares authorized, 125,397,214 and 124,794,986 issued and 121,186,960 and 120,584,732 outstanding, respectively

   1,254  1,248 

Additionalpaid-in capital

   1,204,982  1,190,906    1,213,922  1,210,916 

(Distributions) in excess of earnings/earnings in excess of distributions

   (29,018 31,541 

Distributions in excess of earnings

   (71,076 (52,868

Accumulated other comprehensive loss

   (25,785 (24,446   (21,366 (23,618

Treasury stock, 3,117,483 and 0 shares, at cost, respectively

   (70,446  —   

Treasury stock, 4,210,254 and 4,210,254 shares, at cost, respectively

   (95,175 (95,175
  

 

  

 

   

 

  

 

 

Total shareholders’ equity attributable to The GEO Group, Inc.

   1,080,981  1,199,241    1,027,559  1,040,503 

Noncontrolling interests

   (569 (322   (655 (599
  

 

  

 

   

 

  

 

 

Total shareholders’ equity

   1,080,412  1,198,919    1,026,904  1,039,904 
  

 

  

 

   

 

  

 

 

Total Liabilities and Shareholders’ Equity

  $4,242,339  $4,226,908   $4,384,066  $4,258,118 
  

 

  

 

   

 

  

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

THE GEO GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

FOR THE NINETHREE MONTHS ENDED

SEPTEMBER 30,MARCH 31, 2019 AND 2018 AND 2017

(In thousands)

 

  Nine Months Ended   Three Months Ended 
  September 30,
2018
 September 30,
2017
   March 31, 2019 March 31, 2018 

Cash Flow from Operating Activities:

      

Net income

  $111,474  $109,761   $40,649  $34,920 

Net loss attributable to noncontrolling interests

   223  123    56  67 
  

 

  

 

   

 

  

 

 

Net income attributable to The GEO Group, Inc.

   111,697  109,884    40,705  34,987 

Adjustments to reconcile net income attributable to The GEO Group, Inc. to net cash provided by operating activities:

      

Depreciation and amortization expense

   94,536  92,464    32,469  31,926 

Stock-based compensation

   16,351  14,852    6,727  5,827 

Amortization of debt issuance costs, discount and/or premium and othernon-cash interest

   5,860  11,922    2,563  2,138 

Provision for doubtful accounts

   806  1,597    131  195 

Equity in earnings of affiliates, net of tax

   (7,071 (4,255   (2,596 (1,995

Dividends received from unconsolidated joint venture

   8,710  5,052    3,088  736 

(Gain) loss on sale/disposal of property and equipment, net

   3,652  2,194 

Loss on sale/disposal of property and equipment, net

   697  (350

Loss on assets held for sale

   1,083   —   

Changes in assets and liabilities, net of effects of acquisitions:

      

Changes in accounts receivable, prepaid expenses and other assets

   (13,955 5,604    27,527  7,525 

Changes in contract receivable

   (3,412 (163,083   1,446  6,298 

Changes in accounts payable, accrued expenses and other liabilities

   3,049  (18,326   (14,829 (17,601
  

 

  

 

   

 

  

 

 

Net cash provided by operating activities

   220,223  57,905    99,011  69,686 
  

 

  

 

   

 

  

 

 

Cash Flow from Investing Activities:

      

Acquisition of CEC, net of cash acquired

   —    (353,555

Insurance proceeds – damaged property

   5,998  86 

Insurance proceeds - damaged property

   2,503  4,504 

Proceeds from sale of property and equipment

   2,061  856    274   —   

Proceeds from sale of assets held for sale

   3,797   —      —    3,797 

Change in restricted investments

   (2,413 (3,810   (4,062 (505

Capital expenditures

   (161,490 (104,130   (28,084 (52,147
  

 

  

 

   

 

  

 

 

Net cash used in investing activities

   (152,047 (460,553   (29,369 (44,351
  

 

  

 

   

 

  

 

 

Cash Flow from Financing Activities:

      

Proceeds from long-term debt

   372,000  1,324,865    130,000  102,000 

Payments on long-term debt

   (186,033 (1,093,088   (96,926 (43,000

Payments onnon-recourse debt

   (9,636 (68,887   (2,089 (5,600

Proceeds fromnon-recourse debt

   —    123,785 

Taxes paid related to net share settlements of equity awards

   (4,452 (4,122   (4,172 (4,356

Proceeds from issuance of common stock under prospectus supplement

   —    275,867 

Proceeds from issuance of common stock in connection with ESPP

   404  382    124  140 

Payment for repurchases of common stock

   (70,446  —      —    (40,182

Debt issuance costs

   (990 (9,470

Proceeds from the exercise of stock options

   1,781  6,786    333  260 

Cash dividends paid

   (172,256 (169,152   (57,945 (58,238
  

 

  

 

   

 

  

 

 

Net cash (used in) provided by financing activities

   (69,628 386,966 

Net cash used in financing activities

   (30,675 (48,976

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents

   (5,392 863    366  (655
  

 

  

 

   

 

  

 

 

Net Decrease in Cash, Cash Equivalents and Restricted Cash and Cash Equivalents

   (6,844 (14,819

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash and Cash Equivalents

   39,333  (24,296

Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period

   133,545  90,357    84,472  133,545 
  

 

  

 

   

 

  

 

 

Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period

  $126,701  $75,538   $123,805  $109,249 
  

 

  

 

   

 

  

 

 

Supplemental Disclosures:

      

Non-cash Investing and Financing activities:

      

Right-of-use assets obtained from operating lease liabilities upon adoption of new lease standard (Refer to Note 2 - Leases)

  $147,000  $—   
  

 

  

 

 

Capital expenditures in accounts payable and accrued expenses

  $4,152  $7,526   $5,081  $1,814 
  

 

  

 

   

 

  

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

THE GEO GROUP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The GEO Group, Inc., a Florida corporation, and subsidiaries (the “Company” or “GEO”) is a fully-integrated real estate investment trust (“REIT”) specializing in the ownership, leasing and management of correctional, detention and reentry facilities and the provision of community-based services and youth services in the United States, Australia, South Africa and the United Kingdom. The Company owns, leases and operates a broad range of correctional and detention facilities including maximum, medium and minimum security prisons, immigration detention centers, minimum security detention centers, as well as community-based reentry facilities and offers an expanded delivery of offender rehabilitation services under its ‘GEO Continuum of Care’ platform. The ‘GEO Continuum of Care’ program integrates enhancedin-prison programs, which are evidence-based and include cognitive behavioral treatment and post-release services, and provides academic and vocational classes in life skills and treatment programs while helping individuals reintegrate into their communities. The Company develops new facilities based on contract awards, using its project development expertise and experience to design, construct and finance what it believes arestate-of-the-art facilities that maximize security and efficiency. The Company provides innovative compliance technologies, industry-leading monitoring services, and evidence-based supervision and treatment programs for community-based parolees, probationers and pretrial defendants. The Company also provides secure transportation services for offender and detainee populations as contracted domestically and in the United Kingdom through its joint venture GEO Amey PECS Ltd. (“GEOAmey”). At September 30, 2018,March 31, 2019, the Company’s worldwide operations include the management and/or ownership of approximately 96,00095,000 beds at 136134 correctional and detention facilities, including idle facilities, projects under development and recently awarded contracts, and also include the provision of community supervision services for more than 192,000210,000 offenders and pretrial defendants, including approximately 100,000 individuals through an array of technology products including radio frequency, GPS, and alcohol monitoring devices.

The Company’s unaudited consolidated financial statements included in this Quarterly Report on Form10-Q have been prepared in accordance with accounting principles generally accepted in the United States and the instructions to Form10-Q and consequently do not include all disclosures required by Form10-K. The accounting policies followed for quarterly financial reporting are the same as those disclosed in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form10-K filed with the Securities and Exchange Commission on February 26, 201825, 2019 for the year ended December 31, 2017.2018. The accompanying December 31, 20172018 consolidated balance sheet has been derived from those audited financial statements. Additional information may be obtained by referring to the Company’s Form10-K for the year ended December 31, 2017.2018. Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported financial position, results of operations or cash flows. In the opinion of management, all adjustments (consisting only of normal recurring items) necessary for a fair presentation of the financial information for the interim periods reported in this Quarterly Report on Form10-Q have been made. Results of operations for the ninethree months ended September 30, 2018March 31, 2019 are not necessarily indicative of the results for the entire year ending December 31, 2018,2019, or for any other future interim or annual periods.

2. REVENUE RECOGNITIONLEASES

On January 1, 2018,2019, the Company adopted Accounting Standards CodificationStandard Update (“ASC”ASU”) Topic 606, “Revenue from Contracts with Customers”No. 2016-02, “Leases” (Topic 842) which requires that entities record lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company implemented the new standard using the modified retrospectivetransition method applied to those contracts that were not completed as of January 1, 2018. Theprovided for adoption of this standard did not result inon the adoption date and recognizing a significant change to the Company’s historical revenue recognition policies and there were no significant adjustments that required a cumulativecumulative-effect adjustment to retained earnings, if any, upon transition.

Revenue is recognized when control of the promised goods or services is transferred to GEO’s customers, in an amount that reflects the consideration GEO expects to be entitled to in exchange for those goods or services. Sales, value added and other taxes GEO collects concurrent with revenue producing activities and that are subsequently remitted to governmental authorities are excluded from revenues. The guidance distinguishes between goods and services. The definition of services under the guidance includes everything other than goods. As such, in the case of GEO, this guidance views the provision of housing as a service.

When a contract includes variable consideration, GEO determines an estimate of the variable consideration and evaluates whether the estimate needs to be constrained; therefore, GEO includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration estimates are updated at each reporting date. A limited number of GEO’s domestic contracts have provisions upon which a small portion of the revenue for the contract is based on the performance of certain targets. Domestically, revenue based on the performance of certain targets is less than 1% of the Company’s consolidated domestic revenues and was not significant during the periods presented. One of GEO’s international contracts, related to its Ravenhall correctional facility project (discussed further below), contains a provision where a significant portion of the revenue for the contract is based on the performance of certain targets. These performance targets are based on specific criteria to be met over specific periods of time. Such criteria includes the Company’s ability to achieve certain contractual benchmarks relative to the quality of service it provides,non-occurrence of certain disruptive events, effectiveness of its quality control programs and its responsiveness to customer requirements. The performance of these targets are measured quarterly and there was no significant constraint on the estimate of such variable consideration for this contract during the nine months ended September 30, 2018.

GEO does not disclose the value of unsatisfied performance obligations for (i) contracts with an expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which GEO has the right to invoice for services performed, which is generally the case for all of GEO’s contracts. Incidental items that are immaterial in the context of the contract are recognized as expense. GEO generally does not incur incremental costs of obtaining a contract with its customers that would meet the requirement for capitalization. There were no assets recognized from costs to obtain a contract with a customer at September 30, 2018 or December 31, 2017.

The timing of revenue recognition may differ from the timing of invoicing to customers. GEO records a receivable when services are performed which are due from its customers based on the passage of time. GEO records a contract liability if consideration is received in advance of the performance of services. Generally, GEO’s customers do not provide payment in advance of the performance of services. Therefore, any contract liability is not significant at September 30, 2018 or December 31, 2017 and revenue recognized during the nine months ended September 30, 2018 that was included in the opening balance of unearned revenue was not significant. There have been no significant amounts of revenue recorded in the periods presented from performance obligations either wholly or partially satisfied in prior periods.

The right to consideration under GEO’s contracts is only dependent on the passage of time and is therefore considered to be unconditional. Payment terms and conditions vary by contract type, although, with the exception of the contract receivable related to GEO’s Ravenhall correctional facility (further discussed below), terms generally include a requirement of payment within 30 days after performance obligations are satisfied and generally do not include a significant financing component. There have been no significant changes in receivable or unearned revenue balances during the period other than regular invoicing and collection activity.

The following table disaggregates GEO’s revenue by major source and also provides a reconciliation with revenue information disclosed for reportable segments in Note 14 – Business Segments and Geographic Information:

   Nine Months Ended September 30, 2018
(in thousands)
 
   U.S.
Corrections &
Detention
   GEO Care   International   Facility
Construction
and Design
   Total 

Owned and Leased: Corrections & Detention

  $817,666   $—     $—     $—     $817,666 

Owned and Leased: Community-based

   —      127,615    —      —      127,615 

Owned and Leased: Youth Services

   —      68,590    —      —      68,590 

Managed Only

   289,350    3,724    193,121    —      486,195 

Facility Construction and Design

   —      —      —      —      —   

Non-residential Services and Other

   —      231,890    —      —      231,890 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenues

  $1,107,016   $431,819   $193,121   $—     $1,731,956 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   Nine Months Ended September 30, 2017
(in thousands)
 
   U.S.
Corrections &
Detention
   GEO Care   International   Facility
Construction
and Design
   Total 

Owned and Leased – Corrections & Detention

  $789,230   $—     $—     $—     $789,230 

Owned and Leased – Community-based

   —      106,996    —      —      106,996 

Owned and Leased – Youth Services

   —      65,408    —      —      65,408 

Managed Only

   284,610    2,278    130,261    —      417,149 

Facility Construction and Design

   —      —      —      112,602    112,602 

Non-residential Services and Other

   —      203,058    —      —      203,058 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenues

  $1,073,840   $377,740   $130,261   $112,602   $1,694,443 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Owned and Leased – Corrections & Detention

GEO recognizes revenue for corrections & detention housing services where GEO owns or leases the facility as services are performed. GEO provides for the safe and secure housing and care of incarcerated individuals under public-private partnerships with federal, state and local government agencies. This includes providing24-hour care and supervision, including but not limited to, such services as medical, transportation, food service, laundry services and various programming activities. These tasks are considered to be activities to fulfill the safe and secure housing performance obligation and are not considered to be individually separate promises in the contract. Each of these activities is highly interrelated and GEO performs a significant level of integration of these activities. GEO has identified these activities as a bundle of services and determined that each day of the promised service is distinct. The services provided are part of a series of distinct services that are substantially the same and are measured using the same measure of progress (time-based output method). GEO has determined that revenue for these services are recognized over time as it’s customers simultaneously receive and consume the benefits as the services are performed, which is on a continual daily basis, and GEO has a right to payment for performance completed to date. Time-based output methods of revenue recognition are considered to be a faithful depiction of GEO’s efforts to fulfill its obligations under its contracts and therefore reflect the transfer of services to its customers. GEO’s customers generally pay for these services based on a net rate per day per individual or on a fixed monthly rate.

Owned and Leased – Community-based

GEO recognizes revenue for community-based reentry services where GEO owns or leases the facility in a manner similar to its corrections and detention services discussed above. GEO provides individuals nearing the end of their sentence with the resources necessary to productively transition back into society. Through its residential reentry centers, GEO provides federal and state parolees and probationers with temporary housing, rehabilitation, substance abuse counseling and vocational and educational programs. These activities are considered to be a bundle of services which are a part of a series of distinct services recognized over time based on the same criteria as discussed above for corrections and detention revenues. GEO’s customers also generally pay for these services based on a net rate per day per individual or on a fixed monthly rate.

Owned and Leased – Youth Services

GEO recognizes revenues for youth services where GEO owns or leases the facility in the same manner as discussed above for the housing, supervision, care and rehabilitation of troubled youth residents. The activities to house and care for troubled youth residents are also considered to be a bundle of services which are part of a series of distinct services recognized over time based on the same criteria discussed for the previous two revenue streams. GEO’s customers generally pay for these services based on a net rate per day per individual.

Managed Only

GEO recognizes revenue for its managed only contracts in the same manner as its Owned and Leased Corrections & Detention and Owned and Leased Community-based contracts as discussed above. The primary exception is that GEO does not own or lease the facility. The facility is owned by the customer. In certain circumstances, GEO’s customers may request that GEO make certain capital improvements to the facility or make other payments related to the facility. These payments are amortized as a reduction of revenues over the life of the contract. GEO’s customers generally pay for these services based on a net rate per day per individual or a fixed monthly rate.

Facility Construction and Design

Facility Construction and Design revenues during the nine months ended September 30, 2017 consisted of one contract with the Department of Justice in the State of Victoria (the “State”) for the development and operation of a new1,300-bed correctional facility (the “Facility”) in Ravenhall, a locality near Melbourne, Australia. The Facility was completed during the fourth quarter of 2017 and GEO is currently managing the Facility under a25-year management contract. There were no facility construction and design revenues during the nine months ended September 30, 2018. GEO’s promise to design and construct the Facility was considered to be a separate and distinct performance obligation from the management obligation which includes the safe and secure housing, care and programming activities for incarcerated individuals similar to the correction & detention services discussed above. For the obligation to manage the Facility, GEO determined revenue should be recorded over time using a time-based output method based on the same criteria as discussed above for correction and detention services. Fees included and priced in the contract for managing the Facility are considered to be stated at their individual estimated stand-alone selling prices using the adjusted market assessment approach. These services are regularly provided by GEO on a stand-alone basis to similar customers within a similar range of amounts. GEO used the expected cost plus margin approach to allocate the transaction price to the construction obligation. GEO was entitled under the contract to receive consideration in the amount of its costs plus a margin.

During the design and construction phase, GEO determined that revenue should be recorded over time and applied cost based input methods using the actual costs incurred relative to the total estimated costs (percentage of completion basis) to determine progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. Cost

based input methods of revenue recognition are considered to be a faithful depiction of GEO’s efforts to satisfy long-term construction contracts and therefore reflect the transfer of goods to the customer as the customer controls the work in progress as the Facility is constructed. Cost based input methods of revenue recognition also require GEO to make estimates of net contract revenues and costs to complete the project. Significant judgment was required to evaluate the costs to complete the project, including materials, labor, contingencies and other costs. If estimated total costs on the contract are greater than the net contract revenues, the entire estimated loss on the contract is recognized in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues or costs to complete are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Typically, the Company enters into fixed price contracts and does not perform additional work unless approved change orders are in place. Costs attributable to unapproved change orders are expensed in the period in which the costs are incurred if the Company believes that it is not probable that the costs will be recovered through a change in the contract price. If the Company believes that it is probable that the costs will be recovered through a change in the contract price, costs related to unapproved change orders are expensed in the period in which they are incurred, and contract revenue is recognized to the extent of the costs incurred. Revenue in excess of the costs attributable to unapproved change orders is not recognized until the change order is approved. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to estimated costs and income, and are recognized in the period in which the revisions are determined. For the periods presented, there were no changes in job performance, job conditions and estimated profitability that required a revision to the estimated costs and income recorded.

GEO was the primary developer of the project and subcontracted with a bonded international design and build contractor to design and construct the Facility. As the primary contractor for the project, GEO determined that it was primarily responsible for fulfilling the promise to develop and provide the Facility to the State, including overall responsibility for the acceptability of the project in meeting the State’s specifications. Therefore, GEO was considered to be a principal in the transaction and construction revenues and construction costs were recorded on a gross basis.

The cost of the project during the design and construction phase was funded by debt financing along with a capital contribution by GEO which was made in January 2017. GEO’s promise to provide the equity contribution was considered to be a separate and distinct performance obligation that is separate from the construction and facility management obligations. The contribution represents a significant financing element which provided a benefit to the State. Costs incurred and estimated earnings in excess of billings are classified as contract receivable in the accompanying consolidated balance sheets. The contract receivable will be satisfied through a State contribution, which was made in November 2017 upon commercial acceptance of the Facility, and by quarterly payments to be made over the25-year operating phase. The timing of these payments provide the State with a significant benefit of financing for the Facility as the payments by the State occur significantly after performance (construction of the Facility).adoption. Therefore, the contract receivable has been recorded at net present value based on the timing of expected future settlement. Interest income is calculated using an effective interest rate of 8.97% and has been presented separately from facility design and construction revenue. Interest income also includes an equity returnconsolidated financial statements for GEO’s capital contribution.

Non-residential Services and Other

Non-residential Services and Other revenue consists of the Company’s contracts with federal and various state and local governments to provide location, alcohol and drug detecting electronic monitoring and case management services to individuals on an as needed or as requested basis. This category also includes the Company’s day reporting centers.

GEO recognizes revenues for electronic monitoring and case management services as the services are performed. Services provided consist of community-based supervision (home visits),in-person reporting, telephonic reporting and GPS and other electonic monitoring as well as overall contract management services. The rates for the various services are considered to be stated at their individual stand-alone selling prices. GEO has determined that the services to be provided are recognized over time based on the unit of occurrence of the various services as its customer simultaneously receives and consumes the benefits as the services are performed and GEO has a right to payment for performance completed to date. Generally, these services are paid based on a net rate per occurrence and a monthly fee for management services.

Certain of the Company’s electronic monitoring contracts include providing monitoring equipment and related monitoring services activities (using internal proprietary software platforms) to its customers. These tasks are considered to be activities to fulfill the promise to provide electronic monitoring services to individuals and are not considered to be individually separate promises in the contract. In the context of the contract, the equipment and monitoring service is not considered to be capable of being distinct as the customer typically cannot benefit from the equipment or monitoring service on its own or with other readily available resources. Management has identified these activities as a bundle of services and determined that each day or unit of the promised service is distinct. These services are part of a series of distinct services that are substantially the same and are measured using the same measure of progress (time-based output method) and are therefore accounted for as a single performance obligation. GEO has determined that services are recognized over time as the customer simultaneously receives and consumes the benefits as the services are performed and GEO has a right to payment for performance completed to date.

Services provided for GEO’s day reporting centers are similar to its Owned and Leased Community-based services discussed above with the exception of temporary housing.

3. BUSINESS COMBINATIONS

Community Education Centers Acquisition

On April 5, 2017, the Company completed its acquisition of Community Education Centers (“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. Under the terms of the merger agreement, the Company acquired 100% of the voting interests in CEC for an aggregate consideration of $353.6 million. 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.

The allocation of the purchase price was complete as of March 31, 2018. During the three months ended March 31, 2018,2019 are presented under the new standard, while comparative years presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy. Refer to Note 15 - Recent Accounting Pronouncements for further information.

The Company has operating and finance leases for facilities, ground leases, office space, computers, copier equipment and transportation vehicles that have remaining lease terms of one year to seventy-seven years, some of which include options to extend the lease for up to ten years. For leases with terms greater than 12 months, the Company made measurement period adjustments to provisional amounts with respect torecords the CEC acquisition that were recognizedrelated asset and obligation at the acquisition date to reflect new information obtained about facts and circumstances that existed aspresent value of the acquisition date that, if known, would have affectedlease payments over the measurementterm of the amounts recognized aslease. Many of GEO’s leases include rental escalation clauses, renewal options and/or termination options that date. These adjustmentsare factored into the determination of lease payments when appropriate. Only renewal or termination options that are reasonably certain to be exercised by the Company are included in the lease term which is used in the calculation of lease liabilities andright-of-use assets. GEO does not typically enter into lease agreements that contain a residual guarantee or that provide for variable lease payments.

When available, GEO uses the rate implicit in the lease to discount lease payments to present value, however, most of GEO’s lease agreements do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement.

Lease related toassets and liabilities are recorded on the Company’s valuation of accounts payable and accrued expenses. Of the total measurement period adjustments, accounts payable and accrued expenses decreased by $1.0 million related to an accrual for a legal settlement that was funded out of cash held in escrow and by $1.4 million related to a contingency for unclaimed property. The remaining measurement period adjustments were not individually significant. The final purchase price allocation and adjustments made to the estimated acquisition date fair values during the three months ended March 31, 2018 arebalance sheet as follows (in thousands):

   

Classification on the Balance Sheet

  March 31, 2019 

Assets

    

Operating lease assets

  Operating LeaseRight-of-Use Assets, Net  $133,365 

Finance lease assets

  Property and Equipment, Net   3,647 
    

 

 

 

Total lease assets

    $137,012 
    

 

 

 

Liabilities

    

Current

    

Operating

  Operating lease liabilities, current portion  $35,210 

Finance [1]

  Current portion of finance liabilities, long-term debt andnon-recourse debt   1,519 

Noncurrent

    

Operating

  Operating Lease Liabilities   102,238 

Finance [1]

  Finance Lease Liabilities   4,179 
    

 

 

 

Total lease liabilities

    $143,146 
    

 

 

 

[1]

Also refer to Note 11 - Debt.

   Acquisition
Date
Estimated
Fair Value as
of
December 31,
2017
   Measurement
Period
Adjustments
   Final
Acquisition
Date Fair
Value as of
March 31,
2018
 

Accounts Receivable

  $32,869   $—     $32,869 

Prepaid and other current assets

   4,397    —      4,397 

Property and equipment

   126,510    —      126,510 

Intangible assets

   76,000    —      76,000 

Favorable lease assets

   3,110    —      3,110 

Deferred income tax assets

   4,116    44    4,160 

Othernon-current assets

   4,327    —      4,327 
  

 

 

   

 

 

   

 

 

 

Total assets acquired

  $251,329   $44   $251,373 
  

 

 

   

 

 

   

 

 

 

Accounts payable and accrued expenses

   51,651    (1,339   50,312 

Unfavorable lease liabilities

   1,299    —      1,299 

Othernon-current liabilities

   10,479    (1,166   9,313 
  

 

 

   

 

 

   

 

 

 

Total liabilities assumed

  $63,429   $(2,505  $60,924 
  

 

 

   

 

 

   

 

 

 

Total identifiable net assets

   187,900    2,549    190,449 

Goodwill

   165,656    (2,549   163,107 
  

 

 

   

 

 

   

 

 

 

Total consideration paid, net of cash acquired

  $353,556   $—     $353,556 
  

 

 

   

 

 

   

 

 

 

The Company recognized a reduction of operating expenses of $2.3 millionCertain information related to CEC during the nine months endedlease costs for finance and operating leases is presented as follows (in thousands):

September 30, 2018

   Three Months Ended
March 31, 2019
 

Operating lease cost

  $12,492 

Finance lease cost:

  

Amortization ofright-of-use assets

   256 

Interest on lease liabilities

   113 
  

 

 

 

Total finance lease cost

   369 

Short-term lease cost

   1,915 
  

 

 

 

Total Lease Cost

  $14,776 
  

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

  

Operating cash flows for operating leases

  $12,616 

Operating cash flows for finance leases

  $113 

Financing activities for finance leases

  $394 

Right-of-use assets obtained in exchange for new operating lease liabilities

  $3,164 

Weighted average remaining lease term:

  

Operating leases

   7.3 years 

Finance leases

   3.4 years 

Weighted average discount rate:

  

Operating leases [1]

   4.71

Finance leases

   8.27

[1]

Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.

Undiscounted Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities and finance lease liabilities recorded on the balance sheet as a result of a recovery of funds held in escrow after the measurement period had ended.March 31, 2019 (in thousands).

4.

   Operating Leases   Finance Leases 

2019

  $31,919   $1,450 

2020

   30,134    1,934 

2021

   21,376    1,936 

2022

   16,054    1,234 

2023

   13,430    —   

Thereafter

   51,675    —   
  

 

 

   

 

 

 

Total minimum lease payments

   164,588    6,554 

Less: amount of lease payment representing interest

   (27,140   (856
  

 

 

   

 

 

 

Present value of future minimum lease payments

   137,448    5,698 

Less: current obligations under leases

   (35,210   (1,519
  

 

 

   

 

 

 

Long-term lease obligations

  $102,238   $4,179 
  

 

 

   

 

 

 

3. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company has recorded goodwill as a result of its various business combinations. On April 5, 2017, the Company completed its acquisition of CEC. Refer to Note 3 – Business Combinations. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the tangible assets and intangible assets acquired net of liabilities assumed, including noncontrolling interests. Changes in the Company’s goodwill balances from December 31, 20172018 to September 30, 2018March 31, 2019 are as follows (in thousands):

 

   December 31,
2017
   Acquisition
Adjustments
   Foreign
Currency
Translation
   September 30,
2018
 

U.S. Corrections & Detention

  $317,005   $(639  $—     $316,366 

GEO Care

   461,499    (1,910   —      459,589 

International Services

   447    —      (34   413 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Goodwill

  $778,951   $(2,549  $(34  $776,368 
  

 

 

   

 

 

   

 

 

   

 

 

 

   December 31, 2018   Acquisition
Adjustments
   Foreign
Currency
Translation
   March 31, 2019 

U.S. Corrections & Detention

  $316,366   $—     $—     $316,366 

GEO Care

   459,589    —      —      459,589 

International Services

   404    —      2    406 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Goodwill

  $776,359   $—     $2   $776,361 
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company has also recorded other finite and indefinite-lived intangible assets as a result of its various business combinations. Refer to Note 3 – Business Combinations for a discussion of the Company’s recent acquisition of CEC. The Company’s intangible assets include facility management contracts, covenants not to compete, trade names and technology, as follows (in thousands):

 

  September 30, 2018   December 31, 2017   March 31, 2019   December 31, 2018 
  Weighted
Average
Useful Life
(years)
   Gross
Carrying
Amount
   Accumulated
Amortization
 Net
Carrying
Amount
   Gross
Carrying
Amount
   Accumulated
Amortization
 Net
Carrying
Amount
   Weighted Average
Useful Life
(years)
   Gross
Carrying
Amount
   Accumulated
Amortization
 Net Carrying
Amount
   Gross
Carrying
Amount
   Accumulated
Amortization
 Net Carrying
Amount
 

Facility management contracts

   16.3   $308,431   $(122,309 $186,122   $308,518   $(106,724 $201,794    16.3   $308,516   $(132,753 $175,763   $308,419   $(127,481 $180,938 

Covenants not to compete

   1    700    (700  —      700    (517 183    1    —      —     —      700    (700  —   

Technology

   7.3    33,700    (27,075 6,625    33,700    (25,538 8,162    7.3    33,700    (27,881 5,819    33,700    (27,478 6,222 

Trade name (Indefinite lived)

   Indefinite    45,200    —    45,200    45,200    —    45,200    Indefinite    45,200    —    45,200    45,200    —    45,200 
    

 

   

 

  

 

   

 

   

 

  

 

     

 

   

 

  

 

   

 

   

 

  

 

 

Total acquired intangible assets

    $388,031   $(150,084 $237,947   $388,118   $(132,779 $255,339     $387,416   $(160,634 $226,782   $388,019   $(155,659 $232,360 
    

 

   

 

  

 

   

 

   

 

  

 

     

 

   

 

  

 

   

 

   

 

  

 

 

Amortization expense was $17.3$5.6 million and $18.1$6.1 million for the ninethree months ended September 30,March 31, 2019 and 2018, and 2017, respectively. Amortization expense was primarily related to the U.S. Corrections & Detention and GEO Care segments’ amortization of acquired facility management contracts. As of September 30, 2018,March 31, 2019, the weighted average period before the next contract renewal or extension for the acquired facility management contracts was approximately 1.5 years. Although the facility management contracts acquired have renewal and extension terms in the near term, the Company has historically maintained these relationships beyond the current contractual periods.

Estimated amortization expense related to the Company’s finite-lived intangible assets for the remainder of 20182019 through 20222023 and thereafter is as follows (in thousands):

 

Fiscal Year

  Total
Amortization
Expense
   Total Amortization
Expense
 

Remainder of 2018

  $5,647 

2019

   22,305 

Remainder of 2019

  $16,522 

2020

   22,305    22,306 

2021

   19,782    19,782 

2022

   18,103    18,273 

2023

   13,632 

Thereafter

   104,605    91,067 
  

 

   

 

 
  $192,747   $181,582 
  

 

   

 

 

5.4. FINANCIAL INSTRUMENTS

The following tables provide a summary of the Company’s significant financial assets and liabilities carried at fair value and measured on a recurring basis as of September 30, 2018March 31, 2019 and December 31, 20172018 (in thousands):

 

       Fair Value Measurements at
September 30, 2018
 
   Carrying
Value at
September 30,
2018
   Quoted Prices in
Active Markets
(Level 1)
   Significant Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs (Level 3)
 

Assets:

        

Restricted investment:

        

Rabbi Trust

  $23,176   $—     $23,176   $—   

Fixed income securities

   1,871    —      1,871    —   

Liabilities:

        

Interest rate swap derivatives

  $8,638   $—     $8,638   $—   
       Fair Value Measurements at March 31, 2019 
   Carrying Value at
March 31, 2019
   Quoted Prices in
Active Markets
(Level 1)
   Significant Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs (Level 3)
 

Assets:

        

Restricted investment:

        

Rabbi Trust

  $24,954   $—     $24,954   $—   

Fixed income securities

   1,848    —      1,848    —   

Liabilities:

        

Interest rate swap derivatives

  $5,393   $—     $5,393   $—   

      Fair Value Measurements at
December 31, 2017
       Fair Value Measurements at December 31, 2018 
  Carrying
Value at
December 31,
2017
   Quoted Prices in
Active Markets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs (Level 3)
   Carrying Value at
December 31,
2018
   Quoted Prices in
Active Markets
(Level 1)
   Significant Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs (Level 3)
 

Assets:

                

Restricted investments:

                

Rabbi Trust

  $20,763   $—     $20,763   $—     $20,892   $—     $20,892   $—   

Fixed income securities

   1,902    —      1,902    —      1,801    —      1,801    —   

Liabilities:

                

Interest rate swap derivatives

  $13,992   $—     $13,992   $—     $8,638   $—     $8,638   $—   

The Company’s Level 2 financial instruments included in the tables above as of September 30, 2018March 31, 2019 and December 31, 20172018 consist of interest rate swap derivative liabilities held by the Company’s Australian subsidiary, the Company’s rabbi trust established for GEO employee and employer contributions to The GEO Group, Inc.Non-qualified Deferred Compensation Plan and an investment in Canadian dollar denominated fixed income securities.

The Australian subsidiary’s interest rate swap derivative liabilities are valued using a discounted cash flow model based on projected Australian borrowing rates. The Company’s restricted investment in the rabbi trust is invested in Company owned life insurance policies which are recorded at their cash surrender values. These investments are valued based on the underlying investments held in the policies’ separate account. The underlying assets are equity and fixed income pooled funds that are comprised of Level 1 and Level 2 securities. The Canadian dollar denominated securities, not actively traded, are valued using quoted rates for these and similar securities.

During the ninethree months ended September 30, 2018,March 31, 2019, the Company transferred certain accounts receivable balances that had a carrying value of approximately $6.9$3.0 million to an unrelated third party. The transfer was accounted for as a sale and the Company has no continuing involvement with the transferred assets. The Company received cash proceeds in connection with the sale of approximately $6.9$3.0 million, and as such, there was no gain or loss in connection with the transaction.

6.5. FAIR VALUE OF ASSETS AND LIABILITIES

The Company’s consolidated balance sheets reflect certain financial assets and liabilities at carrying value. The carrying value of certain debt instruments, if applicable, is net of unamortized discount. The following tables present the carrying values of those financial instruments and the estimated corresponding fair values at September 30, 2018March 31, 2019 and December 31, 20172018 (in thousands):

 

       Estimated Fair Value Measurements at
September 30, 2018
 
   Carrying
Value as of
September 30,
2018
   Total Fair
Value
   Level 1   Level 2   Level 3 

Assets:

          

Cash and cash equivalents

  $66,007   $66,007   $66,007   $—     $—   

Restricted cash and investments

   60,694    60,694    58,241    2,453    —   

Liabilities:

          

Borrowings under senior credit facility

  $1,243,919   $1,242,560   $—     $1,242,560   $—   

5.875% Senior Notes due 2024

   250,000    240,523    —      240,523    —   

5.125% Senior Notes

   300,000    289,731    —      289,731    —   

5.875% Senior Notes due 2022

   250,000    252,878    —      252,878    —   

6.00% Senior Notes

   350,000    336,872    —      336,872    —   

Non-recourse debt

   357,506    357,736    —      357,736    —   

      Estimated Fair Value Measurements at
December 31, 2017
       Estimated Fair Value Measurements at March 31, 2019 
  Carrying
Value as of
December 31,
2017
   Total Fair
Value
   Level 1   Level 2   Level 3   Carrying Value as
of March 31, 2019
   Total Fair Value   Level 1   Level 2   Level 3 

Assets:

                    

Cash and cash equivalents

  $81,377   $81,377   $81,377   $—     $—     $67,728   $67,728   $67,728   $—     $—   

Restricted cash and investments

   52,168    52,168    49,884    2,284    —      56,077    56,077    53,148    2,929    —   

Liabilities:

                    

Borrowings under senior credit facility

  $1,064,599   $1,070,514   $—     $1,070,514   $—     $1,311,175   $1,252,400   $—     $1,252,400   $—   

5.875% Senior Notes due 2024

   250,000    262,095    —      262,095    —      250,000    219,278    —      219,278    —   

5.125% Senior Notes

   300,000    303,918    —      303,918    —      300,000    266,034    —      266,034    —   

5.875% Senior Notes due 2022

   250,000    258,338    —      258,338    —      250,000    242,853    —      242,853    —   

6.00% Senior Notes

   350,000    362,835    —      362,835    —      350,000    294,914    —      294,914    —   

Non-recourse debt

   393,737    394,671    —      394,671    —      341,196    341,595    —      341,595    —   
      Estimated Fair Value Measurements at December 31, 2018 
  Carrying Value as
of December 31, 2018
   Total Fair Value   Level 1   Level 2   Level 3 

Assets:

          

Cash and cash equivalents

  $31,255   $31,255   $31,255   $—     $—   

Restricted cash and investments

   53,217    53,217    49,884    2,284    —   

Liabilities:

          

Borrowings under senior credit facility

  $1,273,965   $1,188,196   $—     $1,188,196   $—   

5.875% Senior Notes due 2024

   250,000    224,590    —      224,590    —   

5.125% Senior Notes

   300,000    271,992    —      271,992    —   

5.875% Senior Notes due 2022

   250,000    244,550    —      244,550    —   

6.00% Senior Notes

   350,000    310,177    —      310,177    —   

Non-recourse debt

   340,910    348,274    —      348,274    —   

The fair values of the Company’s cash and cash equivalents, and restricted cash approximates the carrying values of these assets at September 30, 2018March 31, 2019 and December 31, 2017.2018. Restricted cash consists of money market funds, bank deposits, commercial paper and time deposits used for asset replacement funds and other funds contractually required to be maintained at the Company’s Australian subsidiary. The fair value of the money market funds and bank deposits is based on quoted market prices (Level 1) and the fair value of commercial paper and time deposits is based on market prices for similar instruments (Level 2).

The fair values of the Company’s 5.875% senior unsecured notes due 2022 (“5.875% Senior Notes due 2022”), 5.875% senior unsecured notes due 2024 (“5.875% Senior Notes due 2024”), 6.00% senior unsecured notes due 2026 (“6.00% Senior Notes”), and the 5.125% senior unsecured notes due 2023 (“5.125% Senior Notes”), although not actively traded, are based on published financial data for these instruments. The fair values of the Company’snon-recourse debt related to the Washington Economic Development Finance Authority (“WEDFA”) and the Company’s Australian subsidiary are estimated based on market prices of similar instruments. The fair value of borrowings under the senior credit facility is based on an estimate of trading value considering the Company’s borrowing rate, the undrawn spread and similar instruments.

7.6. RESTRICTED CASH AND CASH EQUIVALENTS

The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported on the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:

 

   September 30,
2018
   September 30,
2017
 

Cash and Cash Equivalents

  $66,007   $51,526 

Restricted cash and cash equivalents – current

   54,931    12,452 

Restricted cash and investments –non-current

   28,939    31,032 

Less Restricted investments –non-current

   (23,176   (19,472
  

 

 

   

 

 

 

Total cash, cash equivalents and restricted cash and cash equivalents shown in the statement of cash flows

  $126,701   $75,538 
  

 

 

   

 

 

 
   March 31, 2019   March 31, 2018 

Cash and Cash Equivalents

  $67,728   $49,235 

Restricted cash and cash equivalents - current

   53,749    56,888 

Restricted cash and investments -non-current

   27,282    24,394 

Less Restricted investments -non-current

   (24,954   (21,268
  

 

 

   

 

 

 

Total cash, cash equivalents and restricted cash and cash equivalents shown in the statement of cash flows

  $123,805   $109,249 
  

 

 

   

 

 

 

Amounts included in restricted cash and cash equivalents are attributable to certain contractual cash restriction requirements at the Company’s wholly owned Australian subsidiary related tonon-recourse debt and asset replacement funds contractually required to be maintained and other guarantees. Restricted investments -non-current (included in Restricted Cash and Investments in the accompanying consolidated balance sheets) consists of the Company’s rabbi trust established for employee and employer contributions to The GEO Group, Inc.Non-qualified Deferred Compensation Plan and is not considered to be a restricted cash equivalent. Refer to Note 5 –4 - Financial Instruments.

8.7. SHAREHOLDERS’ EQUITY

The following table presents the changes in shareholders’ equity that are attributable to the Company’s shareholders and to noncontrolling interests for the three months ended March 31, 2019 and 2018 (in thousands):

 

  

 

Common shares

  Additional
Paid-In
Capital
 Earnings in
Excess of
Distributions/
(Distributions)
in Excess of

Earnings
 Accumulated
Other
Comprehensive
Loss
  

 

Treasury shares

  Noncontrolling
Interests
 Total
Shareholders’
Equity
   Common shares 

Additional

Paid-In

 Distributions
in Excess of
 

Accumulated

Other

Comprehensive

 Treasury shares Noncontrolling 

Total

Shareholders’

 
  Shares Amount Shares   Amount   Shares Amount Capital Earnings Loss Shares   Amount Interests Equity 

Balance, January 1, 2018

   124,008  $1,240  $1,190,906  $31,541  $(24,446  —     $—    $(322 $1,198,919 

Balance, January 1, 2019

   120,585  $1,248  $1,210,916  $(52,868 $(23,618 4,210   $(95,175 $(599 $1,039,904 

Proceeds from exercise of stock options

   97  1  1,780   —     —     —      —     —    1,781    22   —    333   —     —     —      —     —    333 

Stock-based compensation expense

   —     —    16,351   —     —     —      —     —    16,351    —     —    6,727   —     —     —      —     —    6,727 

Restricted stock granted

   905  9  (9  —     —       —     —     —      778  8  (8  —     —       —     —     —   

Restricted stock canceled

   (52  —     —     —     —     —      —     —     —      (6  —     —     —     —     —      —     —     —   

Dividends paid

   —     —     —    (172,256  —     —      —     —    (172,256   —     —     —    (57,945  —     —      —     —    (57,945

Shares withheld for net settlements of share-based awards [1]

   (173 (2 (4,450  —     —  ��  —      —     —    (4,452   (198 (2 (4,170  —     —     —      —     —    (4,172

Issuance of common stock – ESPP

   18   —    404   —     —     —      —     —    404 

Repurchases of common stock

   (3,117  —     —     —     —    3,117    (70,446  —    (70,446

Issuance of common stock - ESPP

   6   —    124   —     —     —      —     —    124 

Transition adjustment for accounting standard adoption [2]

   —     —     —    (968 968   —      —     —     —   

Net income (loss)

   —     —     —    111,697   —     —      —    (223 111,474    —     —     —    40,705   —     —      —    (56 40,649 

Other comprehensive loss

   —     —     —     —    (1,339  —      —    (24 (1,363

Other comprehensive income

   —     —     —     —    1,284   —      —     —    1,284 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

 

Balance, September 30, 2018

   121,686  $1,248  $1,204,982  $(29,018 $(25,785 3,117   $(70,446 $(569 $1,080,412 

Balance, March 31, 2019

   121,187  $1,254  $1,213,922  $(71,076 $(21,366 4,210   $(95,175 $(655 $1,026,904 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

 

   Common shares  Additional
Paid-In
  Earnings in
Excess of
  Accumulated
Other
Comprehensive
  Treasury shares  Noncontrolling  Total
Shareholders’
 
   Shares  Amount  Capital  Distributions  Loss  Shares   Amount  Interests  Equity 

Balance, January 1, 2018

   124,008  $1,240  $1,190,906  $31,541  $(24,446  —      —    $(322 $1,198,919 

Proceeds from exercise of stock options

   15   1   260   —     —     —      —     —     261 

Stock-based compensation expense

   —     —     5,827   —     —     —      —     —     5,827 

Restricted stock canceled

   (9  —     —     —     —     —      —     —     —   

Dividends paid

   —     —     —     (58,319  —     —      —     —     (58,319

Shares withheld for net settlements of share-based awards [1]

   (169  (2  (4,355  —     —     —      —     —     (4,357

Issuance of common stock - ESPP

   8   —     141   —     —     —      —     —     141 

Repurchases of common stock

   (1,848  —     —     —     —     1,848    (40,182  —     (40,182

Net income (loss)

   —     —     —     34,987   —     —      —     (67  34,920 

Other comprehensive income

   —     —     —     —     1,354   —      —     8   1,362 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Balance, March 31, 2018

   122,005  $1,239  $1,192,779  $8,209  $(23,092  1,848   $(40,182 $(381 $1,138,572 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

 

[1]

During the ninethree months ended September 30,March 31, 2019 and 2018, the Company withheld shares through net share settlements to satisfy statutory tax withholding requirements upon vesting of shares of restricted stock held by employees.

[2]

On January 1, 2019, the Company adopted Accounting Standard Update (“ASU”)No. 2018-02Income Statement-Reporting Comprehensive Income-Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. Refer to Note 15 - Recent Accounting Pronouncements for further information.

REIT Distributions

As a REIT, GEO is required to distribute annually at least 90% of its REIT taxable income (determined without regard to the dividends paid deduction and by excluding net capital gain) and began paying regular quarterly REIT dividends in 2013. The amount, timing and frequency of future dividends, however, will be at the sole discretion of GEO’s Board of Directors (the “Board”) and will be declared based upon various factors, many of which are beyond GEO’s control, including, GEO’s financial condition and operating cash flows, the amount required to maintain REIT status, limitations on distributions in GEO’s existing and future debt instruments, limitations on GEO’s ability to fund distributions using cash generated through GEO’s taxable REIT subsidiaries (“TRSs”) and other factors that GEO’s Board may deem relevant.

During the ninethree months ended September 30, 2018March 31, 2019 and the year ended December 31, 20172018 GEO declared and paid the following regular cash distributions to its shareholders as follows:

 

Declaration Date

  

Record Date

  

Payment Date

  Distribution
Per Share
   Aggregate
Payment
Amount
(in millions)
 

February 6, 2017

  

February 17, 2017

  

February 27, 2017

  $0.47   $52.5 

April 25, 2017

  

May 9, 2017

  

May 19, 2017

  $0.47   $58.4 

July 10, 2017

  

July 21, 2017

  

July 28, 2017

  $0.47   $58.3 

October 12, 2017

  

October 23, 2017

  

October 30, 2017

  $0.47   $58.3 

February 5, 2018

  

February 16, 2018

  

February 27, 2018

  $0.47   $58.3 

April 11, 2018

  

April 23, 2018

  

May 3, 2018

  $0.47   $57.4 

July 10, 2018

  

July 20, 2018

  

July 27, 2018

  $0.47   $57.2 

Declaration Date

  Record Date  Payment Date  Distribution Per Share   Aggregate
Payment Amount
(in millions)
 

February 5, 2018

  February 16, 2018  February 27, 2018  $0.47   $58.3 

April 11, 2018

  April 23, 2018  May 3, 2018  $0.47   $57.4 

July 10, 2018

  July 20, 2018  July 27, 2018  $0.47   $57.2 

October 15, 2018

  October 26, 2018  November 2, 2018  $0.47   $57.2 

February 4, 2019

  February 15, 2019  February 22, 2019  $0.48   $57.9 

Stock Buyback Program

On February14,February 14, 2018, the Company announced that its Board of Directors authorized a stock buyback program authorizing the Company to repurchase up to a maximum of $200.0 million of its shares of common stock. The stock buyback program will be funded primarily with cash on hand, free cash flow and borrowings under the Company’s $900 million revolving credit facility (the “Revolver”). The program is effective through October 20, 2020. The stock buyback program is intended to be implemented through purchases made from time to time in the open market or in privately negotiated transactions, in accordance with applicable Securities and Exchange Commission (“SEC”) requirements. The stock buyback program does not obligate the Company to purchase any specific amount of ourthe Company’s common stock and may be suspended or extended at any time at the discretion of the Company’s BoardBoard. There were no repurchases of Directors. Duringshares of the nineCompany’s common stock during the three months ended September 30, 2018, the Company purchased 3,117,483 shares of its common stock at a cost of $70.4 million primarily purchased with proceeds from the Company’s Revolver.March 31, 2019. The Company believes it has the ability to continue to fund the stock buyback program, its debt service requirements and its maintenance and growth capital expenditure requirements, while maintaining sufficient liquidity for other corporate purposes.

Prospectus Supplement

On October 20, 2017, the Company filed with the SEC an automatic shelf registration on FormS-3. Under this shelf registration, the Company may, from time to time, sell any combination of securities described in the prospectus in one or more offerings. Each time that the Company may sell securities, the Company will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities being offered. On November 9, 2017, in connection with the shelf registration, the Company filed with the SEC a prospectus supplement related to the offer and sale from time to time of the Company’s common stock at an aggregate offering price of up to $150 million through sales agents. Sales of shares of the Company’s common stock under the prospectus supplement and the equity distribution agreements entered into with the sales agents, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933. There were no shares of common stock sold under this prospectus supplement during the ninethree months ended September 30, 2018.March 31, 2019.

Comprehensive Income (Loss)

Comprehensive income (loss) represents the change in shareholders’ equity from transactions and other events and circumstances arising fromnon-shareholder sources. The Company’s total comprehensive income (loss) is comprised of net income attributable to GEO, net income attributable to noncontrolling interests, foreign currency translation adjustments that arise from consolidating foreign operations that do not impact cash flows, net unrealized gains and/or losses on derivative instruments, and pension liability adjustments within shareholders’ equity and comprehensive income (loss).

The components of accumulated other comprehensive income (loss) attributable to GEO within shareholders’ equity are as follows:

 

   Nine Months Ended September 30, 2018
(In thousands)
 
   Foreign currency
translation adjustments,
net of tax attributable to
The GEO Group, Inc. (1)
  Change in fair value of
derivatives, net of tax
  Pension
adjustments,
net of tax
  Total 

Balance, January 1, 2018

  $(7,470 $(11,892 $(5,084 $(24,446

Current-period other comprehensive (loss) income

   (5,858  4,550   (31  (1,339
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, September 30, 2018

  $(13,328 $(7,342 $(5,115 $(25,785
  

 

 

  

 

 

  

 

 

  

 

 

 
   Three Months Ended March 31, 2019
(In thousands)
 
   Foreign currency
translation adjustments,
net of tax attributable to
The GEO Group, Inc. (1)
   Change in fair value of
derivatives, net of tax
   Pension adjustments, net
of tax
   Total 

Balance, January 1, 2019

  $(14,573  $(5,746  $(3,299  $(23,618

Current-period other comprehensive (loss) income

   1,736    1,164    (648   2,252 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2019

  $(12,837  $(4,582  $(3,947  $(21,366
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

The foreign currency translation related to noncontrolling interests was not significant at September 30,March 31, 2019 or December 31, 2018.

   Three Months Ended March 31, 2018
(In thousands)
 
   Foreign currency
translation adjustments,
net of tax attributable to
The GEO Group, Inc. (1)
   Change in fair value of
derivatives, net of tax
   Pension adjustments,
net of tax
   Total 

Balance, January 1, 2018

   (7,470   (11,892   (5,084   (24,446

Current-period other comprehensive (loss) income

   513    736    105    1,354 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2018

   (6,957   (11,156   (4,979   (23,092
  

 

 

   

 

 

   

 

 

   

 

 

 

1)

The foreign currency translation related to noncontrolling interests was not significant at March 31, 2018 or December 31, 2017.

9.8. EQUITY INCENTIVE PLANS

The Board has adopted The GEO Group, Inc. 2018 Stock Incentive Plan (the “2018 Plan”), which was approved by the Company’s shareholders on April 24, 2018. The 2018 Plan replaced the 2014 Stock Incentive Plan (the “2014 Plan”). As of the date the 2018 Plan was adopted, it provided for a reserve of 4,600,000 shares of common stock that may be issued pursuant to awards granted under the 2018 Plan. The Company filed a FormS-8 registration statement related to the 2018 Plan on May 11, 2018.

Stock Options

The Company uses a Black-Scholes option valuation model to estimate the fair value of each time based or performance based option awarded. For options granted during the ninethree months ended September 30, 2018,March 31, 2019, the fair value was estimated using the following assumptions: (i) volatility of 39.69%40.69%; (ii) expected term of 5.0 years; (iii) risk free interest rate of 2.84%2.44%; and (iv) expected dividend yield of 8.70%8.47%. A summary of the activity of stock option awards issued and outstanding under Company plans was as follows for the ninethree months ended September 30, 2018:March 31, 2019:

   Shares   Wtd. Avg.
Exercise
Price
   Wtd. Avg.
Remaining
Contractual Term
(years)
   Aggregate
Intrinsic
Value
 
   (in thousands)           (in thousands) 

Options outstanding at January 1, 2018

   1,230   $25.02    7.33   $3,117 

Options granted

   475    21.60     

Options exercised

   (97   19.13     

Options forfeited/canceled/expired

   (108   25.24     
  

 

 

       

Options outstanding at September 30, 2018

   1,500   $24.30    7.50   $4,849 
  

 

 

       

Options vested and expected to vest at September 30, 2018

   1,404   $24.31    7.39   $4,580 
  

 

 

       

Options exercisable at September 30, 2018

   656   $23.80    5.93   $2,601 
  

 

 

       
   Shares   Wtd. Avg.
Exercise
Price
   Wtd. Avg.
Remaining
Contractual
Term
(years)
   Aggregate
Intrinsic
Value
 
   (in thousands)           (in thousands) 

Options outstanding at January 1, 2019

   1,462   $24.30    7.20   $924 

Options granted

   379    22.68     

Options exercised

   (22   14.83     

Options forfeited/canceled/expired

   (55   25.43     
  

 

 

       

Options outstanding at March 31, 2019

   1,764   $24.06    7.61   $700 
  

 

 

       

Options vested and expected to vest at March 31, 2019

   1,642   $24.11    7.49   $700 
  

 

 

       

Options exercisable at March 31, 2019

   896   $24.42    6.18   $700 
  

 

 

       

On April 24, 2018,March 1, 2019, the Company granted approximately 475,000379,000 options to certain employees which had a per share grant date fair value of $3.64.$3.96. For the ninethree months ended September 30,March 31, 2019 and March 31, 2018, and September 30, 2017, the amount of stock-based compensation expense related to stock options was $0.7$0.3 million and $1.1$0.2 million, respectively. As of September 30, 2018,March 31, 2019, the Company had $2.4$2.9 million of unrecognized compensation costs related tonon-vested stock option awards that are expected to be recognized over a weighted average period of 3.03.1 years.

Restricted Stock

Compensation expense for nonvested stock awards is recorded over the vesting period based on the fair value at the date of grant. Generally, the restricted stock awards vest in equal increments over either a three or four-year period. The fair value of restricted stock awards, which do not contain a market-based vesting condition, is determined using the closing price of the Company’s common stock on the date of grant. The Company has historically issued share-based awards with service-based, performance-based and market-based vesting criteria.

A summary of the activity of restricted stock outstanding is as follows for the ninethree months ended September 30, 2018:March 31, 2019:

 

  Shares   Wtd. Avg.
Grant Date
Fair Value
   Shares   Wtd. Avg.
Grant Date
Fair Value
 
  (in thousands)       (in thousands)     

Restricted stock outstanding at January 1, 2018

   1,770   $30.47 

Restricted stock outstanding at January 1, 2019

   2,018   $27.62 

Granted

   905    22.70    778    23.79 

Vested

   (577   28.52    (697   24.08 

Forfeited/canceled

   (52   25.00    (6   24.89 
  

 

     

 

   

Restricted stock outstanding at September 30, 2018

   2,046   $27.54 

Restricted stock outstanding at March 31, 2019

   2,093   $27.26 
  

 

     

 

   

During the ninethree months ended September 30, 2018,March 31, 2019, the Company granted approximately 905,000778,000 shares of restricted stock to certain employees and executive officers. Of these awards, 352,500250,000 are market and performance-based awards which will be forfeited if the Company does not achieve certain annual metrics during 2018, 2019, 2020 and 2020.2021.

The vesting of these performance-based restricted stock grants are subject to the achievement by GEO of two annual performance metrics as follows: (i) up to 50% of the shares of restricted stock (“TSR Target Award”) can vest at the end of a three year performance period if GEO meets certain total shareholder return (“TSR”) performance targets, as compared to the total shareholder return of a peer group of companies, over a three year period from January 1, 20182019 to December 31, 20202021 and (ii) up to 50% of the shares of restricted stock (“ROCE Target Award”) can vest at the end of a three year period if GEO meets certain return on capital employed (“ROCE”) performance targets over a three year period from January 1, 20182019 to December 31, 2020.2021. These market and performance awards can vest at between 0% and 200% of the target awards for both metrics. The number of shares shown for the performance-based awards is based on the target awards for both metrics.

The metric related to ROCE is considered to be a performance condition. For share-based awards that contain a performance condition, the achievement of the targets must be probable before any share-based compensation expense is recorded. The Company reviews the likelihood of which the target in the range will be achieved and if deemed probable, compensation expense is recorded at that time. If subsequent to initial measurement there is a change in the estimate of the probability of

meeting the performance condition, the effect of the change in the estimated quantity of awards expected to vest is recognized by cumulatively adjusting compensation expense. If ultimately the performance targets are not met, for any awards where vesting was previously deemed probable, previously recognized compensation expense will be reversed in the period in which vesting is no longer deemed probable. The fair value of these awards was determined based on the closing price of the Company’s common stock on the date of grant.

The metric related to TSR is considered to be a market condition. For share-based awards that contain a market condition, the probability of satisfying the market condition must be considered in the estimate of grant-date fair value and previously recorded compensation expense is not reversed if the market condition is never met. The fair value of these awards was determined based on a Monte Carlo simulation, which calculates a range of possible outcomes and the probabilities that they will occur, using the following key assumptions: (i) volatility of 44.5%43.7%; (ii) beta of 1.05;1.0; and (iii) risk free rate of 2.58%2.53%.

For the ninethree months ended September 30,March 31, 2019 and March 31, 2018, and September 30, 2017, the Company recognized $15.6$6.5 million and $13.8$5.6 million, respectively, of compensation expense related to its restricted stock awards. As of September 30, 2018,March 31, 2019, the Company had $40.0$41.2 million of unrecognized compensation costs related tonon-vested restricted stock awards, includingnon-vested restricted stock awards with performance-based and market-based vesting, that are expected to be recognized over a weighted average period of 2.42.6 years.

Employee Stock Purchase Plan

The Company previously adopted The GEO Group Inc. 2011 Employee Stock Purchase Plan (the “Plan or “ESPP”) which was approved by the Company’s shareholders. The purpose of the Plan, which is qualified under Section 423 of the Internal Revenue Service Code of 1986, as amended, is to encourage stock ownership through payroll deductions by the employees of GEO and designated subsidiaries of GEO in order to increase their identification with the Company’s goals and secure a proprietary interest in the Company’s success. These deductions are used to purchase shares of the Company’s common stock at a 5% discount from the then current market price. The Company has made available up to 750,000 shares of its common stock, which were registered with the Securities and Exchange Commission on May 4, 2012, as amended on July 18, 2014, for sale to eligible employees under the Plan.

The Plan is considered to benon-compensatory. As such, there is no compensation expense required to be recognized. Share purchases under the Plan are made on the last day of each month. During the ninethree months ended September 30, 2018, 17,751March 31, 2019, 5,886 shares of the Company’s common stock were issued in connection with the Plan.

10.9. EARNINGS PER SHARE

Basic earnings per share of common stock is computed by dividing the net income attributable to The GEO Group, Inc. by the weighted average number of outstanding shares of common stock. The calculation of diluted earnings per share is similar to that of basic earnings per share except that the denominator includes dilutive common stock equivalents such as stock options and shares of restricted stock. Basic and diluted earnings per share were calculated for the three and nine months ended September 30,March 31, 2019 and 2018 and 2017 as follows (in thousands, except per share data):

 

  Three Months Ended   Nine Months Ended   Three Months Ended 
  September 30,
2018
   September 30,
2017
   September 30,
2018
   September 30,
2017
   March 31, 2019   March 31, 2018 

Net income

  $39,229   $38,453   $111,474   $109,761   $40,649   $34,920 

Net loss attributable to noncontrolling interests

   60    36    223    123    56    67 
  

 

   

 

   

 

   

 

   

 

   

 

 

Net income attributable to The GEO Group, Inc.

   39,289    38,489    111,697    109,884    40,705    34,987 

Basic earnings per share attributable to The GEO Group, Inc.:

            

Weighted average shares outstanding

   119,681    122,251    120,567    119,356    118,774    121,768 
  

 

   

 

   

 

   

 

   

 

   

 

 

Per share amount

  $0.33   $0.31   $0.93   $0.92   $0.34   $0.29 
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted earnings per share attributable to The GEO Group, Inc.:

            

Weighted average shares outstanding

   119,681    122,251    120,567    119,356    118,774    121,768 

Dilutive effect of equity incentive plans

   621    636    488    758    721    536 
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted average shares assuming dilution

   120,302    122,887    121,055    120,114    119,496    122,304 
  

 

   

 

   

 

   

 

   

 

   

 

 

Per share amount

  $0.33   $0.31   $0.92   $0.91   $0.34   $0.29 
  

 

   

 

   

 

   

 

   

 

   

 

 

Three Months

For the three months ended September 30, 2018, 613,224March 31, 2019, 1,191,206 weighted average shares of common stock underlying options were excluded from the computation of diluted earnings per share (“EPS”) because the effect would be anti-dilutive. There were 477,941874,714 common stock equivalents from restricted shares that were anti-dilutive.

For the three months ended September 30, 2017, 681,007March 31, 2018, 759,382 weighted average shares of common stock underlying options were excluded from the computation of diluted EPS because the effect would be anti-dilutive. There were 818,400757,401 common stock equivalents from restricted shares that were anti-dilutive.

Nine Months

For the nine months ended September 30, 2018, 904,375 weighted average shares of common stock underlying options were excluded from the computation of diluted EPS because the effect would be anti-dilutive. There were 671,149 common stock equivalents from restricted shares that were anti-dilutive.

For the nine months ended September 30, 2017, 601,453 weighted average shares of common stock underlying options were excluded from the computation of diluted EPS because the effect would be anti-dilutive. There were 662,126 common stock equivalents from restricted shares that were anti-dilutive.

11.10. DERIVATIVE FINANCIAL INSTRUMENTS

The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in interest rates. The Company measures its derivative financial instruments at fair value.

Australia - Ravenhall

The Company’s Australian subsidiary has entered into interest rate swap agreements to fix the interest rate on its variable ratenon-recourse debt related to a correctional facility project in Ravenhall, a locality near Melbourne, Australia to 4.2% during the project’s operating phase. The swaps’ notional amounts coincide with outstanding draws under the project. At September 30, 2018,March 31, 2019, the swaps had a notional amount of approximately AUD 457448 million, or $330.2$318.1 million, based on exchange rates at September 30, 2018.March 31, 2019. The Company has determined that the swaps have payment, expiration dates, and provisions that coincide with the terms of thenon-recourse debt and are therefore considered to be effective cash flow hedges. Accordingly, the Company records the change in the fair value of the interest rate swaps in accumulated other comprehensive income, net of applicable income taxes. Total unrealized gain recorded in other comprehensive income, net of tax, related to this cash flow hedge was $4.6$1.2 million during the ninethree months ended September 30, 2018.March 31,

2019. The total fair value of the swap liability as of September 30, 2018March 31, 2019 was $8.6$5.4 million and is recorded as a component of OtherNon-Current liabilities within the accompanying consolidated balance sheet. There was no material ineffectiveness for the periods presented. TheIf the Company does not expect to enter into any transactions duringrefinances the next twelve months whichdebt before its maturity date, this would result in the reclassification into earnings or losses amounts associated with these swaps currently reported in accumulated other comprehensive income (loss).

The Company intends to refinance the construction facility prior to September 2019. The transaction is expected to close in the second quarter of 2019 and, as such, the amounts associated with the swaps will be reclassified to earnings or losses at that time.

12.11. DEBT

Debt outstanding as of September 30, 2018March 31, 2019 and December 31, 20172018 consisted of the following (in thousands):

 

  September 30,
2018
 December 31,
2017
   March 31, 2019   December 31, 2018 

Senior Credit Facility:

       

Term loan

  $788,000  $794,000   $784,000   $786,000 

Unamortized discount on term loan

   (7,192 (3,499   (2,729   (2,878

Unamortized debt issuance costs on term loan

   (3,032 (7,612   (6,472   (6,826

Revolver

   455,919  270,559    529,904    490,843 
  

 

  

 

   

 

   

 

 

Total Senior Credit Facility

   1,233,695  1,053,448    1,304,703    1,267,139 

6.00% Senior Notes:

       

Notes Due in 2026

   350,000  350,000    350,000    350,000 

Unamortized debt issuance costs

   (4,950 (5,325   (4,691   (4,820
  

 

  

 

   

 

   

 

 

Total 6.00% Senior Notes Due in 2026

   345,050  344,675    345,309    345,180 

5.875% Senior Notes:

       

Notes Due in 2024

   250,000  250,000    250,000    250,000 

Unamortized debt issuance costs

   (3,078 (3,385   (2,865   (2,971
  

 

  

 

   

 

   

 

 

Total 5.875% Senior Notes Due in 2024

   246,922  246,615    247,135    247,029 

5.125% Senior Notes:

       

Notes Due in 2023

   300,000  300,000    300,000    300,000 

Unamortized debt issuance costs

   (3,712 (4,184   (3,386   (3,548
  

 

  

 

   

 

   

 

 

Total 5.125% Senior Notes Due in 2023

   296,288  295,816    296,614    296,452 

5.875% Senior Notes:

       

Notes Due in 2022

   250,000  250,000    250,000    250,000 

Unamortized debt issuance costs

   (2,702 (3,241   (2,329   (2,514
  

 

  

 

   

 

   

 

 

Total 5.875% Senior Notes Due in 2022

   247,298  246,759    247,671    247,486 

Non-Recourse Debt

   357,692  394,008    341,338    341,074 

Unamortized debt issuance costs onnon-recourse debt

   (5,159 (9,322   (2,738   (3,883

Unamortized discount onnon-recourse debt

   (186 (271   (142   (164
  

 

  

 

   

 

   

 

 

TotalNon-Recourse Debt

   352,347  384,415    338,458    337,027 

Capital Lease Obligations

   6,412  7,431 

Finance Lease Liabilities

   5,698    6,059 

Other debt

   2,604  2,728    —      2,469 
  

 

  

 

   

 

   

 

 

Total debt

   2,730,616  2,581,887    2,785,588    2,748,841 

Current portion of capital lease obligations, long-term debt andnon-recourse debt

   (340,143 (28,920

Capital Lease Obligations, long-term portion

   (4,954 (6,059

Current portion of finance lease liabilities, long-term debt andnon-recourse debt

   (332,864   (332,027

Finance Lease Liabilities, long-term portion

   (4,179   (4,570

Non-Recourse Debt, long-term portion

   (22,201 (365,364   (15,112   (15,017
  

 

  

 

   

 

   

 

 

Long-Term Debt

  $2,363,318  $2,181,544   $2,433,433   $2,397,227 
  

 

  

 

   

 

   

 

 

Amended and Restated Credit Agreement

On April 30, 2018, GEO entered into Amendment No. 1 to Third Amended and Restated Credit Agreement (the “Credit Agreement”) by and among the Refinancing Lendersrefinancing lenders party thereto, the other lenders party thereto, GEO and GEO Corrections Holdings, Inc. and BNP Paribas, as Administrative Agent.administrative agent. The amendment, among other things, provides for the refinancing of all of GEO’s existing senior secured term loans with refinancing term loans in the aggregate principal amount of $792.0 million and makes certain other modifications to GEO’s senior secured credit agreement. The interest rate applicable to the refinancing term loans is equal to LIBOR plus 2.00% (with a LIBOR floor of 0.75%). The amendment was considered to be a modification and loan costs of approximately $1.0 million were incurred and capitalized in connection with the transaction.

The Credit Agreement evidences a credit facility (the “Credit Facility”) consisting of the $792.0 million term loan discussed above (the “Term Loan”) bearing interest at LIBOR plus 2.00% (with a LIBOR floor of 0.75%), and a $900.0 million Revolver initially bearing interest at LIBOR plus 2.25% (with no LIBOR floor) together with AUD275 million available solely for the issuance of financial letters of credit and performance letters of credit, in each case denominated in Australian Dollars under the Australian Dollar Letter of Credit Facility (the “Australian LC Facility”). As of September 30, 2018,March 31, 2019, there were no letters of credit issued under the Australian LC Facility. Amounts to be borrowed by GEO under the Credit Agreement are subject to the satisfaction of customary conditions to borrowing. The Term Loan component is scheduled to mature on March 23, 2024. The revolving credit commitment component is scheduled to mature on May 19, 2021. The Credit Agreement also has an accordion feature of $450.0 million, subject to lender demand and prevailing market conditions and satisfying the relevant borrowing conditions.

The Credit Agreement contains certain customary representations and warranties, and certain customary covenants that restrict GEO’s ability to, among other things (i) create, incur or assume any indebtedness, (ii) create, incur, assume or permit liens, (iii) make loans and investments, (iv) engage in mergers, acquisitions and asset sales, (v) make certain restricted payments, (vi) issue, sell or otherwise dispose of capital stock, (vii) engage in transactions with affiliates, (viii) allow the total leverage ratio to exceed 6.25 to 1.00, allow the senior secured leverage ratio to exceed 3.50 to 1.00, or allow the interest coverage ratio to be less than 3.00 to 1.00, (ix) cancel, forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value any senior notes, except as permitted, (x) alter the business GEO conducts, and (xi) materially impair GEO’s lenders’ security interests in the collateral for its loans.

Events of default under the Credit Agreement include, but are not limited to, (i) GEO’s failure to pay principal or interest when due, (ii) GEO’s material breach of any representation or warranty, (iii) covenant defaults, (iv) liquidation, reorganization or other relief relating to bankruptcy or insolvency, (v) cross default under certain other material indebtedness, (vi) unsatisfied final judgments over a specified threshold, (vii) certain material environmental liability claims asserted against GEO, and (viii) a change in control.

All of the obligations under the Credit Agreement are unconditionally guaranteed by certain domestic subsidiaries of GEO and the Credit Agreement and the related guarantees are secured by a perfected first-priority pledge of substantially all of GEO’s present and future tangible and intangible domestic assets and all present and future tangible and intangible domestic assets of each guarantor, including but not limited to a first-priority pledge of all of the outstanding capital stock owned by GEO and each guarantor in their domestic subsidiaries.

GEO Australasia Holdings Pty Ltd, GEO Australasia Finance Holdings Pty Ltd as trustee for the GEO Australasia Finance Holding Trust, and together with GEO Australasia Holdings, collectively (“the Australian Borrowers”) are wholly owned foreign subsidiaries of GEO. GEO has designated each of the Australian Borrowers as restricted subsidiaries under the Credit Agreement. However, the Australian Borrowers are not obligated to pay or perform any obligations under the Credit Agreement other than their own obligations as Australian Borrowers under the Credit Agreement. The Australian Borrowers do not pledge any of their assets to secure any obligations under the Credit Agreement.

On August 18, 2016, the Company executed a Letter of Offer by and among GEO and HSBC Bank Australia Limited (the “Letter of Offer”) providing for a bank guarantee line and bank guarantee/standbysub-facility in an aggregate amount of approximately AUD100 million, or $72.2$71.0 million, based on exchange rates in effect as of September 30, 2018March 31, 2019 (collectively, the “Bank Guarantee Facility”). The Bank Guarantee Facility allows GEO to provide letters of credit to assure performance of certain obligations of its wholly owned subsidiary relating to its correctional facility in Ravenhall, located near Melbourne, Australia. The Bank Guarantee Facility is unsecured. The issuance of letters of credit under the Bank Guarantee Facility is subject to the satisfaction of the conditions precedent specified in the Letter of Offer. Letters of credit issued under the bank

guarantee lines are due on demand and letters of credit issued under the bank guarantee/standbysub-facility cannot have a duration exceeding twelve months. The Bank Guarantee Facility may be terminated by HSBC Bank Australia Limited on 90 days written notice. As of September 30, 2018,March 31, 2019, there was AUD100 million in letters of credit issued under the Bank Guarantee Facility.

As of September 30, 2018,March 31, 2019, the Company had approximately $788$784 million in aggregate borrowings outstanding under the Term Loan, approximately $456$530 million in borrowings under the Revolver, and approximately $70$62 million in letters of credit which left approximately $374$308 million in additional borrowing capacity under the Revolver. The weighted average interest rate on outstanding borrowings under the Credit Agreement as of September 30, 2018March 31, 2019 was 4.3%4.6%.

6.00% Senior Notes due 2026

Interest on the 6.00% Senior Notes accrues at the stated rate. The Company pays interest semi-annually in arrears on April 15 and October 15 of each year. On or after April 15, 2019, the Company may, at its option, redeem all or part of the 6.00% Senior Notes at the redemption prices set forth in the indenture governing the 6.00% Senior Notes. The indenture contains certain covenants, including limitations and restrictions on the Company and its subsidiary guarantors. Refer to Note17-16- Condensed Consolidating Financial Information.

5.875% Senior Notes due 2024

Interest on the 5.875% Senior Notes due 2024 accrues at the stated rate. The Company pays interest semi-annually in arrears on April 15 and October 15 of each year. On or after October 15, 2019, the Company may, at its option, redeem all or part of the 5.875% Senior Notes due 2024 at the redemption prices set forth in the indenture governing the 5.875% Senior Notes due 2024. The indenture contains certain covenants, including limitations and restrictions on the Company and its subsidiary guarantors. Refer to Note17-16- Condensed Consolidating Financial Information.

5.125% Senior Notes due 2023

Interest on the 5.125% Senior Notes accrues at the stated rate. The Company pays interest semi-annually in arrears on April 1 and October 1 of each year. On or after April 1, 2018, the Company may, at its option, redeem all or part of the 5.125% Senior Notes at the redemption prices set forth in the indenture governing the 5.125% Senior Notes. The indenture contains certain covenants, including limitations and restrictions on the Company and its subsidiary guarantors. Refer to Note17-16- Condensed Consolidating Financial Information.

5.875% Senior Notes due 2022

Interest on the 5.875% Senior Notes due 2022 accrues at the stated rate. The Company pays interest semi-annually in arrears on January 15 and July 15 of each year. On or after January 15, 2017, the Company may, at its option, redeem all or part of the 5.875% Senior Notes due 2022 at the redemption prices set forth in the indenture governing the 5.875% Senior Notes due 2022. The indenture contains certain covenants, including limitations and restrictions on the Company and its subsidiary guarantors. Refer to Note17-16- Condensed Consolidating Financial Information.

Non-Recourse Debt

Northwest Detention Center

The remaining balance of the original debt service requirement under the $54.4 million note payable (“2011 Revenue Bonds”) to WEDFA is $30.0$23.0 million, of which $7.0$7.3 million is classified as current in the accompanying consolidated balance sheet as of September 30, 2018.March 31, 2019. The payment of principal and interest on the 2011 Revenue Bonds issued by WEDFA isnon-recourse to GEO. The 2011 Revenue Bonds will mature in October 2021 with fixed coupon rates of 5.25%.

As of September 30, 2018,March 31, 2019, included in current restricted cash and cash equivalents is $8.3$8.0 million of funds held in trust for debt service and other reserves with respect to the above mentioned note payable to WEDFA.

Australia - Ravenhall

In connection with a design and build correctional facility project agreement with the State of Victoria, the Company entered into a syndicated facility agreement (the “Construction Facility”) with National Australia Bank Limited to provide debt financing for construction of the project. The Construction Facility provided fornon-recourse funding up to AUD 791.0 million, or approximately $571.5$561.6 million, based on exchange rates as of September 30, 2018. Construction draws were funded throughout the project according to a fixed utilization schedule as defined in the Construction Facility.March 31, 2019. The term of the Construction Facility is through September 2019 and bears interest at a variable rate quoted by certain Australian banks plus 200 basis points. The project was developed under a public-private partnership financing structure with a capital contribution from the Company which was made in January 2017, of approximately AUD115 million, or $83.1 million, based on exchange rates as of September 30, 2018. The Company has begun negotiations for a refinancing transaction and anticipates completion of the refinancing transaction in the first quarter of 2019. As the Company currently does not yet have a financing agreement in place, the balance has been presented as current in the accompanying consolidated balance sheet as of September 30, 2018. In accordance with the terms ofintends to refinance the Construction Facility upon completion and commercial acceptance of the correctional facility in the fourth quarter of 2017, in accordance with the contract, the State made a lump sum payment of AUD310 million, or approximately $224 million, based on exchange rates as ofprior to September 30, 2018, towards a portion of the outstanding principal. The remaining outstanding principal balance will be repaid over the term of the operating agreement.2019. As of September 30, 2018,March 31, 2019, approximately $328$318 million was outstanding under the Construction Facility. The Company also entered into interest rate swap and interest rate cap agreements related to itsnon-recourse debt in connection with the project. Refer to Note 11 –10 - Derivative Financial Instruments.

Guarantees

Australia

The Company has entered into a guarantee in connection with the operating performance of a facility in Australia. The obligation amounted to approximately AUD 100.0 million, or $72.2$71.0 million, based on exchange rates as of September 30, 2018.March 31, 2019. The guarantee is secured by outstanding letters of credit under the Company’s Revolver as of September 30, 2018.March 31, 2019.

At September 30, 2018,March 31, 2019, the Company also had tennine other letters of credit outstanding under separate international facilities relating to performance guarantees of its Australian subsidiary totaling $14.7$12.3 million.

South Africa

In connection with the creation of South African Custodial Services Pty. Limited (“SACS”), the Company had entered into certain guarantees related to the financing, construction and operation of the prison. The Company had guaranteed certain obligations of SACS under its debt agreements to SACS’ senior lenders through the issuance of letters of credit under the Company’s Revolver. In July 2018, SACS settled all amounts due under the debt facilities and has therefore discharged the guaranteed obligations, therefore the guarantees related to these obligations were no longer necessary and the letters of credit were not renewed. Additionally, SACS iswas required to maintain funding in a rectification account maintained for the payment of certain costs in the event of contract termination. SACS has met the required funding obligation and there is no further requirement to maintain the required funding amount.

In addition to the above, the Company had also agreed to provide a loan, if required, of up to 20 million South African Rand, or $1.5$1.4 million based on exchange rates as of September 30, 2018,March 31, 2019, referred to as the shareholder’s standby facility, to SACS for the purpose of financing SACS’ obligations under its contract with the South African government. No amounts have been funded under the shareholder’s standby facility. The Company’s obligations under the shareholder’s standby facility expireexpired upon the earlier of full funding or SACS’s release from its obligations under the common terms agreement. SACS’ obligations in terms of the common terms agreements will expireexpired in February 2019 with the final payment of the facility management fees when the Company’s obligations under the shareholder’s standby facility have expired.

The Company had also guaranteed certain obligations of SACS to the security trustee for SACS’ lenders. The Company secured its guarantee to the security trustee by ceding its rights to claims against SACS in respect of any loans or other finance agreements, and by pledging the Company’s shares in SACS. The Company’s liability under the guarantee is limited to the cession and pledge of shares. The guarantee will expireexpired in February 2019 when all SACS obligation in terms of the finance agreements have beenwere settled.

United Kingdom

In connection with the creation of GEOAmey, the Company and its joint venture partner guarantee the availability of working capital in equal proportion to ensure that GEOAmey can comply with current and future contractual commitments related to the performance of its operations. The Company and the 50% joint venture partner had each extended a £12 million line of credit, or $15.6 million, based on exchange rates as of September 30, 2018, of which £1.3 million, or $1.7 million, based on exchange rates as of September 30, 2018, was outstanding as of September 30, 2018 to each joint venture partner. The Company’s maximum exposure relative to the joint venture is its note receivable of approximately $1.7 million, which is included in OtherNon-Current Assets in the accompanying consolidated balance sheets, and any future financial support necessary to guarantee performance under the contract. In October 2018, the note receivable to each joint venture partner was paid off in full.

Except as discussed above, the Company does not have any off balance sheet arrangements.

13.12. COMMITMENTS, CONTINGENCIES AND OTHER

Litigation, Claims and Assessments

As previously reported and described in ourthe Company’s prior periodic reports, including most recently in our Form10-Q10-K for the quarteryear ended June 30,December 31, 2018, on February 8, 2017, the Attorney General of the State of Mississippi filed a lawsuit in the Circuit Court for the First Judicial District of Hinds County, Mississippi against the Company, Cornell Companies, Inc., a subsidiary of the Company, Christopher B. Epps, the former Commissioner of the Mississippi Department of Corrections, and Cecil McCrory, a former consultant of the Company, alleging several statutory and common law claims. On July 16, 2018, the Company entered into a negotiated settlement and release agreement and the case was dismissed with no admission of liability by the Company. The negotiated settlement included a monetary payment to the State of Mississippi and such payment did not have a material effect on our results of operations, financial condition or cash flows.

On October 22, 2014, former civil immigration detainees at the Aurora Immigration Detention Center filed a class action lawsuit on October 22, 2014, against the Company in the United States District Court for the District of Colorado (the “Court”). The complaint alleges that the Company was in violation of the Colorado Minimum Wages of Workers Act and the federal Trafficking Victims Protection Act (“TVPA”). The plaintiff class claims that the Company was unjustly enriched as a resultbecause of the level of payment the detainees received for work performed at the facility, even though the voluntary work program as well as the wage rates and standards associated with the program that are at issue in the case are authorized by the Federal government under guidelines approved by the United States Congress. On July 6, 2015, the

Court found that detainees were not employees under the Colorado Minimum Wage Order and dismissed this claim. In February 2017, the Court granted the plaintiff-class’ motion for class certification which the Company appealed to the 10th Circuit Court of Appeals. On February 9, 2018, a three-judge panel of the appellate court affirmed the class-certification order. A petition for rehearing en banc was denied on March 7, 2018. On October 2, 2018, the U.S. Supreme Court denied the Company’s petition for a writ of certiorari on the class certification order.certification. The plaintiff class seeks actual damages, compensatory damages, exemplary damages, punitive damages, restitution, attorneys’ fees and costs, and such other relief as the Court may deem proper. In the time since the Colorado suit was initially filed, three similar lawsuits have been filed - two in Washington and one in California. In Washington, one of the two lawsuits was filed on September 9, 2017 by immigration detainees against the Company in the U.S. District Court for the Western District of Washington. The second was filed on September 20, 2017 by the State Attorney General against the Company in the Superior Court of the State of Washington for Pierce County, which the Company removed to the U.S. District Court for the Western

District of Washington on October 9, 2017. In California, a class-action lawsuit was filed on December 19, 2017 by immigration detainees against the Company in the U.S. District Court Eastern Division of the Central District of California. All three lawsuits allege violations of the respective state’s minimum wage laws. However, the California lawsuit, like the Colorado suit, also includes claims based that the Company violated the TVPA and California’s equivalent state statute. The Company intends to take all necessary steps to vigorously defend itself and has consistently refuted the allegations and claims in these lawsuits. The Company has not recorded an accrual relating to these matters at this time, as a loss is not considered probable nor reasonably estimable at this stage of the lawsuit.

The nature of the Company’s business exposes it to various types of third-party legal claims or litigation against the Company, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by prisoners or detainees, medical malpractice claims, product liability claims, intellectual property infringement claims, claims relating to employment matters (including, but not limited to, employment discrimination claims, union grievances and wage and hour claims), property loss claims, environmental claims, automobile liability claims, indemnification claims by its customers and other third parties, contractual claims and claims for personal injury or other damages resulting from contact with the Company’s facilities, programs, electronic monitoring products, personnel or prisoners, including damages arising from a prisoner’s escape or from a disturbance or riot at a facility. The Company does not expect the outcome of any pending claims or legal proceedings to have a material adverse effect on its financial condition, results of operations or cash flows. However, the results of these claims or proceedings cannot be predicted with certainty, and an unfavorable resolution of one or more of these claims or proceedings could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Other Assessment

A statenon-income tax audit completed in 2016 included tax periods for which the state tax authority had a number of years ago processed a substantial tax refund. At the completion of the audit fieldwork, the Company received a notice of audit findings disallowing deductions that were previously claimed by the Company, approved by the state tax authority and served as the basis for the approved refund claim. In early January 2017, the Company received a formal Notice of Assessment of Taxes and Demand for Payment from the taxing authority disallowing the deductions. The total tax, penalty and interest assessed is approximately $19.6 million. The Company has filed an administrative protest and disagrees with the assessment and intends to take all necessary steps to vigorously defend its position. The Company has established a reserve based on its estimate of the most probable loss based on the facts and circumstances known to date and the advice of outside counsel in connection with this matter.

Commitments

The Company currently has contractual commitments for a number of projects using Company financing. The Company’s management estimates that the cost of these existing capital projects will be approximately $229.4$218 million of which $188.7$195 million was spent through the first ninethree months of 2018.2019. The Company estimates the remaining capital requirements related to these capital projects will be $40.7$23 million which will be spent through the remainder of 2019.

Idle Facilities

As of September 30, 2018,March 31, 2019, the Company iswas marketing approximately 4,7004,000 vacant beds at four of its U.S. Corrections & Detention idle facilities to potential customers. The carrying values of these idle facilities, which are included in Property and Equipment, Net in the accompanying consolidated balance sheets, totaled $124.1$110.0 million as of September 30, 2018,March 31, 2019, excluding equipment and other assets that can be easily transferred for use at other facilities. There was no indication of impairment related to the Company’s idle facilities at September 30, 2018.March 31, 2019. In May 2019, the Company entered into a contract for the reactivation of its company-owned1,800-bed North Lake Correctional Facility located in Baldwin, Michigan which was included in the above idle facilities. Refer to Note 17 - Subsequent Events.

14.13. BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION

Operating and Reporting Segments

The Company conducts its business through four reportable business segments: the U.S. Corrections & Detention segment; the GEO Care segment; the International Services segment; and the Facility Construction & Design segment. The Company’s segment revenues from external customers and a measure of segment profit are as follows (in thousands):

 

  Three Months Ended   Nine Months Ended   Three Months Ended 
  September 30,
2018
   September 30,
2017
   September 30,
2018
   September 30,
2017
   March 31, 2019   March 31, 2018 

Revenues:

            

U.S. Corrections & Detention

  $379,351   $365,071   $1,107,016   $1,073,840   $390,510   $358,681 

GEO Care

   141,808    134,610    431,819    377,740    153,843    140,078 

International Services

   62,371    45,641    193,121    130,261    64,224    66,158 

Facility Construction & Design [1]

   —      21,437    —      112,602    2,090    —   
  

 

   

 

   

 

   

 

   

 

   

 

 

Total revenues

  $583,530   $566,759   $1,731,956   $1,694,443   $610,667   $564,917 
  

 

   

 

   

 

   

 

   

 

   

 

 

Operating income (loss) from segments:

        

Operating income from segments:

    

U.S. Corrections & Detention

  $77,885   $77,551   $224,386   $224,838   $76,924   $69,188 

GEO Care

   35,959    31,293    102,795    94,062    38,538    31,692 

International Services

   3,583    3,410    10,927    8,413    5,739    5,402 

Facility Construction & Design [1]

   —      (278   —      (1,620   —      —   
  

 

   

 

   

 

   

 

   

 

   

 

 

Operating income from segments

  $117,427   $111,976   $338,108   $325,693   $121,201   $106,282 

General and Administrative Expenses

   (46,424   (41,832
  

 

   

 

   

 

   

 

   

 

   

 

 

Total Operating Income

  $74,777   $64,450 
  

 

   

 

 

 

[1]

In 2019, Facility Construction & Design activityrevenues related to an expansion project at the Company’s Ravenhall correctional facility projectFulham Correctional Centre in Australia which wasis expected to be completed duringin the fourththird quarter of 2017.2020. There is no margin associated with the expansion.

Pre-Tax Income Reconciliation of Segments

The following is a reconciliation of the Company’s total operating income from its reportable segments to the Company’s income before income taxes and equity in earnings of affiliates (in thousands):

 

  Three Months Ended   Nine Months Ended   Three Months Ended 
  September 30,
2018
   September 30,
2017
   September 30,
2018
   September 30,
2017
   March 31, 2019   March 31, 2018 

Total operating income from segments

  $117,427   $111,976   $338,108   $325,693 

Operating income from segments

  $121,201   $106,282 

Unallocated amounts:

            

General and Administrative Expenses

   (47,647   (49,074   (136,927   (143,866   (46,424   (41,832

Net Interest Expense

   (29,563   (24,071   (84,585   (70,731   (31,884   (26,770
  

 

   

 

   

 

   

 

   

 

   

 

 

Income before income taxes and equity in earnings of affiliates

  $40,217   $38,831   $116,596   $111,096   $42,893   $37,680 
  

 

   

 

   

 

   

 

   

 

   

 

 

Equity in Earnings of Affiliates

Equity in earnings of affiliates includes the Company’s 50% owned joint ventures in SACS, located in South Africa, and GEOAmey, located in the United Kingdom. The Company’s investments in these entities are accounted for under the equity method of accounting. The Company’s investments in these entities are presented as a component of OtherNon-Current Assets in the accompanying consolidated balance sheets.

The Company has recorded $2.2$1.4 million and $5.9 million in earnings, net of tax, for SACS operations during the three and nine months ended September 30, 2018, and $1.1 million and $3.4$1.6 million in earnings, net of tax, for SACS operations during the three months ended March 31, 2019, and nine months ended September 30, 2017,2018, respectively, which are included in equity in earnings of affiliates, net of income tax provision in the accompanying consolidated statements of operations. As of September 30, 2018March 31, 2019 and December 31, 2017,2018, the Company’s investment in SACS was $12.8$11.6 million and $18.1$13.4 million, respectively, and represents its share of cumulative reported earnings.

The Company has recorded $0.6$1.2 million and $1.2$0.4 million in earnings, net of tax, for GEO Amey’s operations during the three and nine months ended September 30,March 31, 2019 and 2018, and $0.2 million and $0.8 million for the three and nine months ended September 30, 2017, respectively, which are included in equity in earnings of affiliates, net of income tax provision in the accompanying consolidated statements of operations. As of September 30, 2018March 31, 2019 and December 31, 2017,2018, the Company’s investment in GEOAmey was $3.9$6.1 million and $2.7$4.8 million, respectively, and represents its share of cumulative reported earnings.

15.14. BENEFIT PLANS

The following table summarizes key information related to the Company’s pension plans and retirement agreements (in thousands):

 

   Nine Months
Ended
September 30,
2018
   Year Ended
December 31,
2017
 

Change in Projected Benefit Obligation

    

Projected benefit obligation, beginning of period

  $32,820   $28,624 

Service cost

   900    1,001 

Interest cost

   931    1,228 

Actuarial loss

   —      2,474 

Benefits paid

   (396   (507
  

 

 

   

 

 

 

Projected benefit obligation, end of period

  $34,255   $32,820 
  

 

 

   

 

 

 

Change in Plan Assets

    

Plan assets at fair value, beginning of period

  $—     $—   

Company contributions

   396    507 

Benefits paid

   (396   (507
  

 

 

   

 

 

 

Plan assets at fair value, end of period

  $—     $—   
  

 

 

   

 

 

 

Unfunded Status of the Plan

  $(34,255  $(32,820
  

 

 

   

 

 

 

  Three Months Ended
March 31, 2019
   Year Ended
December 31, 2018
 

Change in Projected Benefit Obligation

    

Projected benefit obligation, beginning of period

  $32,474   $32,820 

Service cost

   250    1,200 

Interest cost

   348    1,242 

Actuarial loss

   —      (2,166

Benefits paid

   (179   (622
  

 

   

 

 

Projected benefit obligation, end of period

  $32,893   $32,474 
  

 

   

 

 

Change in Plan Assets

    

Plan assets at fair value, beginning of period

  $—     $—   

Company contributions

   179    622 

Benefits paid

   (179   (622
  

 

   

 

 

Plan assets at fair value, end of period

  $—     $—   
  

 

   

 

 

Unfunded Status of the Plan

  $(32,893  $(32,474
  

 

   

 

 
  Three Months Ended   Nine Months Ended   Three Months Ended 
  September 30,
2018
   September 30,
2017
   September 30,
2018
   September 30,
2017
   March 31, 2019   March 31, 2018 

Components of Net Periodic Benefit Cost

            

Service cost

  $300   $250   $900   $751   $250   $300 

Interest cost

   310    307    931    921    348    310 

Net loss

   133    73    399    218    53    133 
  

 

   

 

   

 

   

 

   

 

   

 

 

Net periodic pension cost

  $743   $630   $2,230   $1,890   $651   $743 
  

 

   

 

   

 

   

 

   

 

   

 

 

The long-term portion of the pension liability as of September 30, 2018March 31, 2019 and December 31, 20172018 was $33.9$32.6 million and $32.4$32.1 million, respectively, and is included in OtherNon-Current Liabilities in the accompanying consolidated balance sheets.

16.15. RECENT ACCOUNTING PRONOUNCEMENTS

The Company implemented the following accounting standards during the ninethree months ended September 30, 2018:March 31, 2019:

In May 2014,June 2018, the Financial Accounting Standards Board (“FASB”),FASB issued a new standard related to revenue recognition (ASUASU2014-09,No. 2018-07,Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting”as a part of its Simplification Initiative. The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the period of time over which share-based payment awards vest and the pattern of cost recognition over that period. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606,”Revenue from Contracts with Customers”Customers.. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has issued several amendments to the standard, including clarification on accounting for licenses of intellectual property and identifying performance obligations. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective transition method). The new standard became effective for the Company beginning on January 1, 2018 and the Company used the modified retrospective transition method to implement this standard. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows. Disclosures related to the nature, amount and timing of revenue and cash flows arising from contracts with customers are included in Note 2 – Revenue Recognition.

In August 2016, the FASB issuedASU No. 2016-15, “Statement of Cash Flows,” which clarified the presentation and classification in the statement of cash flows for eight specific cash flow issues with the objective of reducing diversity in practice. These cash flow issues include debt prepayment or debt extinguishment costs, settlementof zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies), distributions received from equity method investees, beneficial interests in securitization transactions and also addresses separately identified cash flows and the application of the predominance principle. The amendments inASU No. 2016-15 became effective for the Company on January 1, 2018. The Company elected to apply the cumulative earnings approach to classify distributions received from its equity method investees and determined that the distributions are a return on investment and are therefore classified as cash inflows from operating activities. The implementation of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

In October 2016, the FASB issued ASUNo. 2016-16,Income Taxes – Intra-Entity Transfers of Assets Other Than Inventory,” as a part of its simplification initiative. The amendments in this standard require entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Under prior generally accepted accounting principles, the recognition of current and deferred income taxes for an intra-entity asset transfer was prohibited until the asset has been sold to an outside party. The new standard became effective for the Company on January 1, 2018. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the adoption period.2019. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

In November 2016,February 2018, the FASB issued ASUASU No. 2016-18, “Statement2018-02, Income Statement-Reporting Comprehensive Income-Reclassification of Cash FlowsCertain Tax Effects from Accumulated Other Comprehensive Income”. The amendments in this update allow an entity to elect to reclassify the income tax effects resulting from the Tax Cuts and Jobs Act on items within accumulated other comprehensive income (“AOCI”) to retained earnings. The new standard is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption was permitted. The Company adopted the new standard effective January 1, 2019 and has made a policy election to reclassify the income tax effects resulting from the Tax Cuts and Jobs Act on items within AOCI to distributions in excess of earnings on a prospective basis. As a result, the Company reclassified $0.7 million for the tax effect of the tax rate reduction related to its pension liability and $1.7 million for the tax effect of other income tax effects of tax reform on items remaining in AOCI related to currency translation adjustments to distributions in excess of earnings on January 1, 2019. The net effect of both adjustments resulted in an aggregate increase to distributions in excess of earnings of approximately $1.0 million. Refer to Note 7 - Shareholders’ Equity.

In August 2017, the FASB issued ASUNo. 2017-12, – Restricted CashDerivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities.,which requires that a statementThe objective of this guidance is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. Certain of the amendments in this update as they relate to cash flows explainflow hedges, eliminate the change duringrequirement to separately record hedge ineffectiveness currently in earnings. Instead, the periodentire change in the totalfair value of cash, cash equivalents andthe hedging instrument is recorded in other comprehensive income. Those amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalentsare reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item when reconciling thebeginning-of-period andend-of-period total amounts shown on the statement of cash flows.hedged item affects earnings. The new standard became effective for the Company onbeginning January 1, 2018 and was applied using a retrospective transition method to each period presented. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows. As a result of the adoption of this standard, the Consolidated Statement of Cash Flows for the nine months ended September 30, 2017 has been retrospectively adjusted. Refer to Note 7 – Restricted Cash and Cash Equivalents for additional disclosures required under the standard.

In January 2017, the FASB issued ASUNo. 2017-01,Business Combinations,” which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update provides a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The amendments in this update became effective for the Company on January 1, 2018. The implementation of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

In March 2017, the FASB issued ASUNo. 2017-07Compensation – Retirement Benefits (Topic 715)-Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”. This guidance revises how employers that sponsor defined benefit pension and other postretirement plans present the net periodic benefit cost in their income statement and requires that the service cost component of net periodic benefit cost be presented in the same income statement line items as other employee compensation costs from services rendered during the period. Of the components of net periodic benefit cost, only the service cost component will be eligible for asset capitalization. The other components of the net periodic benefit cost must be presented separately from the line items that include the service cost and outside of any subtotal of operating income on the income statement. The new standard became effective for the Company on January 1, 2018.2019. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2017, theFebruary 2016, FASB issued ASUNo. 2017-102016-02,Service Concession Arrangements – DeterminingLeases,” which requires entities to recognize lease assets and lease liabilities on the Customerbalance sheet and to disclose key information about leasing arrangements. For finance leases and operating leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and aright-of-use asset representing its right to use the underlying asset for the lease term with each initially measured at the present value of the Operation Services”. The objective of this guidance is to reduce diversity in practice and provide clarification on how an operating entity determines the customer of the operation services for transactions within the scope of Topic 853, Service Concessions Arrangements.lease payments. The amendments in this update clarify that the grantor is the customer of the operation services in all cases for such arrangements. The new standard was effective for the Company beginning on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2017, the FASB issued ASUNo. 2017-092016-02Compensation – Stock Compensation”. The objective of this guidance is to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying modification accounting for changes in the terms or conditions of share-based payment awards. An entity should account for the effects of a modification unless all of the following factors are met: (i) the fair value of the modified award is the same as the fair value of the original award immediately before the award is modified; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The new standard became effective for the Company on January 1, 2018.2019. The amendments in this update should be applied prospectivelyCompany elected the package of transition expedients available for expired or existing lease contracts, which allowed it to an award modified oncarry forward its historical assessments of (1) whether contracts are or aftercontain leases, (2) lease classification and (3) initial direct costs. The Company also elected not to apply the adoption date.recognition requirements to lease arrangements that have terms of twelve months or less. The adoption of this standardhad a material impact in the Company’s consolidated balance sheets, but did not have a materialan impact on the Company’s financial position, resultsits consolidated statements of operations or cash flows. The most significant impact was the recognition ofright-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. The new standard resulted in the recording of operatingright-of-use lease assets and operating lease liabilities of approximately $140 million and $147 million, respectively, as of January 1, 2019. Refer to Note 2 - Leases for further discussion and additional required disclosures.

The following accounting standards will be adopted in future periods:

In August 2018, the FASB issued ASUNo. 2018-14,Compensation-Retirement Benefits-Defined Benefit Plans-General (Topic 715.20)”as a part of its disclosure framework project. The amendments in this update remove, modify and add certain disclosures primarily related to amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, explanations for reasons for significant gains and losses related to changes in the benefit obligation for the period, and projected and accumulated benefit obligations. The new standard is effective for the Company beginning January 1, 2021. The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In August 2018, the FASB issued ASUNo. 2018-13,Fair Value Measurement (Topic 820)”as a part of its disclosure framework project. The amendments in this update remove, modify and add certain disclosures primarily related to transfers between Level 1 and Level 2 of the fair value hierarchy, various disclosures related to Level 3 fair value measurements and investments in certain entities that calculate net asset value. The new standard is effective for the Company beginning January 1, 2020. The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In June 2018,2016, the FASB issued ASUASCNo. 2018-072016-13,CompensationFinancial InstrumentsStock CompensationCredit Losses (Topic 718), Improvements326): Measurement of Credit Losses on Financial Instruments”. The purpose of UpdateNo. 2016-13 is to Nonemployee Share-Based Payment Accounting”asreplace the current incurred loss impairment methodology for financial assets measured at amortized cost with a part of its Simplification Initiative. The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goodsmethodology that reflects expected credit losses and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the period of time over which share-based payment awards vest and the pattern of cost recognition over that period. The amendment specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as partrequires consideration of a contract accounted for under Topicbroader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. Update606-”No. 2016-13Revenue from Contracts with Customers.” The new standard is effective for the Company beginning January 1, 2019. The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2018, the FASB issued ASUNo. 2018-02Income Statement-Reporting Comprehensive Income-Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. The amendments in this update allow an entity to elect to reclassify the income tax effects resulting from the Tax Cuts and Jobs Act on items within accumulated other comprehensive income to retained earnings. The new standard is effective for all entities for fiscal yearsannual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In August 2017, the FASB issued ASUNo. 2017-12Derivatives and Hedging – Targeted Improvements to Accounting for Hedging Activities.” The objective of this guidance is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. Certain of the amendments in this update as they relate to cash flow hedges, eliminate the requirement to separately record hedge ineffectiveness currently in earnings. Instead, the entire change in the fair value of the hedging instrument is recorded in other comprehensive income. Those amounts are reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item when the hedged item affects earnings. The new standard is effective for the Company beginning January 1, 2019. The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2016, FASB issued ASU2016-02,Leases,” which requires entities to recognize lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. For finance leases and operating leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and aright-of-use asset representing its right to use the underlying asset for the lease term with each initially measured at the present value of the lease payments. The FASB has recently issued several amendments to the standard, including accounting for land easements. The amendments in ASU2016-02 are effective for public companies for fiscal years beginning after December 15, 2018,2019, including interim periods within those fiscal years. In July 2018, the FASB issued ASU2018-11 which providesannual periods. Early adoption is permitted for an optional transition method where an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings. Consequently, an entity’s reporting for the comparativeannual periods presentedbeginning after December 15, 2018. The Company is in the financial statements in which it adopts the new lease standard will continue to be in accordance with current generally accepted accounting principles (Topic 940, “Leases”). Alternatively, lessees and lessors can elect to recognize and measure leases at the beginningprocess of the earliest period presented using a modified retrospective approach. The Company has elected to apply the new lease standard at the adoption date on January 1, 2019 under the optional transition method as outlined in ASU2018-11. There are also several practical expedients that entities may elect upon transition relating to short-term leases (twelve-month terms or less),non-lease components, reassessing certain lease decision points for existing leases, using hindsight in determining the lease term and land easements. With regard to these practical expedients, the Company has elected not to apply the recognition requirements to lease arrangements that have terms of twelve months or less. The Company has also elected to not reassess the major lease decision points for existing leases (whether a contract contains a lease, how a lease should be classified and whether previously capitalized initial direct costs meet the new standard definition). The Company has implemented a lease management software application tool and is currently assessing the impacteffect that the adoption of ASU2016-02 will have on its consolidated financial position orand results of operations, but expects that it will result in a significant increase in its long-term assets and liabilities given the significant number of leases as disclosed in Note 17 – Commitments and Contingencies in the Company’s Annual Report on Form10-K for the year ended December 31, 2017.operations.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or are not expected to, have a material effect on the Company’s results of operations or financial position.

17.16. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

As of September 30, 2018,March 31, 2019, 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 Rule3-10(d) of RegulationS-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 SubsidiaryNon-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   For the Three Months Ended March 31, 2019 
  The GEO Group, Inc. Combined
Subsidiary
Guarantors
 Combined
Non-Guarantor
Subsidiaries
 Eliminations Consolidated   The GEO Group, Inc. Combined
Subsidiary
Guarantors
 Combined
Non-Guarantor
Subsidiaries
 Eliminations Consolidated 

Revenues

  $208,607  $479,175  $65,028  $(169,280 $583,530   $228,382  $494,890  $68,968  $(181,573 $610,667 

Operating expenses

   171,038  379,892  53,156  (169,280 434,806    171,516  412,453  54,601  (181,573 456,997 

Depreciation and amortization

   6,742  23,621  934   —    31,297    7,419  24,185  865   —    32,469 

General and administrative expenses

   16,878  25,568  5,201   —    47,647    17,200  24,030  5,194   —    46,424 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Operating income

   13,949  50,094  5,737   —    69,780    32,247  34,222  8,308   —    74,777 

Interest income

   3,415  1,159  8,660  (4,806 8,428    3,478  1,335  8,198  (4,615 8,396 

Interest expense

   (20,765 (13,714 (8,318 4,806  (37,991   (23,296 (13,847 (7,752 4,615  (40,280
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Income (loss) before income taxes and equity in earnings of affiliates

   (3,401 37,539  6,079   —    40,217 

Income before income taxes and equity in earnings of affiliates

   12,429  21,710  8,754   —    42,893 

Income tax provision

   162  2,446  1,115   —    3,723    289  2,379  2,172   —    4,840 

Equity in earnings of affiliates, net of income tax provision

   —     —    2,735   —    2,735    —     —    2,596   —    2,596 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Income (loss) before equity in income of consolidated subsidiaries

   (3,563 35,093  7,699   —    39,229 

Income before equity in income of consolidated subsidiaries

   12,140  19,331  9,178   —    40,649 

Income from consolidated subsidiaries, net of income tax provision

   42,792   —     —    (42,792  —      28,509   —     —    (28,509  —   
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net income

   39,229  35,093  7,699  (42,792 39,229    40,649  19,331  9,178  (28,509 40,649 

Net loss attributable to noncontrolling interests

   —     —    60   —    60    —     —    56   —    56 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net income attributable to The GEO Group, Inc.

  $39,229  $35,093  $7,759  $(42,792 $39,289   $40,649  $19,331  $9,234  $(28,509 $40,705 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net income

  $39,229  $35,093  $7,699  $(42,792 $39,229   $40,649  $19,331  $9,178  $(28,509 $40,649 

Other comprehensive income (loss), net of tax

   —    (761 205   —    (556   —    (648 2,900   —    2,252 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

  $39,229  $34,332  $7,904  $(42,792 $38,673   $40,649  $18,683  $12,078  $(28,509 $42,901 

Comprehensive loss attributable to noncontrolling interests

   —     —    72   —    72    —     —    56   —    56 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Comprehensive income attributable to The GEO Group, Inc.

  $39,229  $34,332  $7,976  $(42,792 $38,745   $40,649  $18,683  $12,134  $(28,509 $42,957 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

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   For the Three Months Ended March 31, 2018 
  The GEO Group, Inc. Combined
Subsidiary
Guarantors
 Combined
Non-Guarantor
Subsidiaries
 Eliminations Consolidated   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   $195,630  $458,728  $68,806  $(158,247 $564,917 

Operating expenses

   406,576  1,076,232  213,259  (419,781 1,276,286    151,822  377,966  55,168  (158,247 426,709 

Depreciation and amortization

   18,319  71,404  2,741   —    92,464    6,460  24,443  1,023   —    31,926 

General and administrative expenses

   43,939  78,479  21,448   —    143,866    14,341  22,447  5,044   —    41,832 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Operating income

   52,152  116,505  13,170   —    181,827    23,007  33,872  7,571   —    64,450 

Interest income

   12,793  2,858  39,175  (15,855 38,971    4,177  1,417  9,384  (5,879 9,099 

Interest expense

   (51,391 (41,353 (32,813 15,855  (109,702   (18,622 (14,460 (8,666 5,879  (35,869
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Income before income taxes and equity in earnings of affiliates

   13,554  78,010  19,532   —    111,096    8,562  20,829  8,289   —    37,680 

Income tax provision

   441  3,058  2,091   —    5,590    177  2,300  2,278   —    4,755 

Equity in earnings of affiliates, net of income tax provision

   —     —    4,255   —    4,255    —     —    1,995   —    1,995 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Income before equity in income of consolidated subsidiaries

   13,113  74,952  21,696   —    109,761 

Income (loss) before equity in income of consolidated subsidiaries

   8,385  18,529  8,006   —    34,920 

Income from consolidated subsidiaries, net of income tax provision

   96,648   —     —    (96,648  —      26,535   —     —    (26,535  —   
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net income

  $109,761  $74,952  $21,696  $(96,648 $109,761    34,920  18,529  8,006  (26,535 34,920 

Net loss attributable to noncontrolling interests

   —     —    123   —    123    —     —    67   —    67 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net income attributable to The GEO Group, Inc.

  $109,761  $74,952  $21,819  $(96,648 $109,884   $34,920  $18,529  $8,073  $(26,535 $34,987 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net income

  $109,761  $74,952  $21,696  $(96,648 $109,761   $34,920  $18,529  $8,006  $(26,535 $34,920 

Other comprehensive income, net of tax

   —    175  4,586   —    4,761    —    105  1,257   —    1,362 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

  $109,761  $75,127  $26,282  $(96,648 $114,522   $34,920  $18,634  $9,263  $(26,535 $36,282 

Comprehensive loss attributable to noncontrolling interests

   —     —    119   —   119    —     —    59   —    59 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Comprehensive income attributable to The GEO Group, Inc.

  $109,761  $75,127  $26,401  $(96,648 $114,641   $34,920  $18,634  $9,322  $(26,535 $36,341 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in thousands)

(unaudited)

 

  As of September 30, 2018   As of March 31, 2019 
  The GEO Group, Inc.   Combined
Subsidiary
Guarantors
   Combined
Non-Guarantor
Subsidiaries
 Eliminations Consolidated   The GEO Group, Inc.   Combined
Subsidiary
Guarantors
   Combined
Non-Guarantor
Subsidiaries
 Eliminations Consolidated 
ASSETSASSETS

 

ASSETS

 

Cash and cash equivalents

  $9,193   $18,059   $38,755  $—    $66,007   $32,701   $2,965   $32,062  $—    $67,728 

Restricted cash and cash equivalents

   5,652    —      49,279   —    54,931    1,125    —      52,624   —    53,749 

Accounts receivable, less allowance for doubtful accounts

   178,579    187,231    33,695  4,105  403,610    177,929    199,420    43,128  3,119  423,596 

Contract receivable, current portion

   —      —      9,420   —    9,420    —      —      16,005   —    16,005 

Prepaid expenses and other current assets

   2,153    26,183    11,037  (1,786 37,587    586    40,108    4,736  (1,895 43,535 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total current assets

   195,577    231,473    142,186  2,319  571,555    212,341    242,493    148,555  1,224  604,613 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Restricted Cash and Investments

   —      23,476    5,463   —    28,939    —      24,954    2,328   —    27,282 

Property and Equipment, Net

   843,558    1,217,597    86,850   —    2,148,005    842,309    1,223,123    85,195   —    2,150,627 

Non-Current Contract Receivable

   —      —      384,794   —    384,794 

Assets Held for Sale

   705    1,929    —     —    2,634    705    3,902    —     —    4,607 

Contract Receivable

   —      —      368,698   —    368,698 

Operating LeaseRight-of-Use Assets, Net

   25,097    107,432    836   —    133,365 

Intercompany Receivable

   980,555    126,525    24,460  (1,131,540  —      989,843    219,936    25,462  (1,235,241  —   

Non-Current Deferred Income Tax Assets

   863    23,913    1,501   —    26,277 

Deferred Income Tax Assets

   798    27,928    1,198   —    29,924 

Goodwill

   —      775,955    413   —    776,368    —      775,954    407   —    776,361 

Intangible Assets, Net

   —      237,345    602   —    237,947    —      226,229    553   —    226,782 

Investment in Subsidiaries

   1,516,564    458,229    2,190  (1,976,983  —      1,483,260    458,229    2,189  (1,943,678  —   

OtherNon-Current Assets

   8,711    115,759    20,245  (78,895 65,820    7,931    113,075    19,289  (78,488 61,807 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total Assets

  $3,546,533   $3,212,201   $668,704  $(3,185,099 $4,242,339   $3,562,284   $3,423,255   $654,710  $(3,256,183 $4,384,066 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITYLIABILITIES AND SHAREHOLDERS’ EQUITY

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

Accounts payable

  $11,967   $64,568   $5,749  $—    $82,284   $13,657   $70,420   $9,381  $—    $93,458 

Accrued payroll and related taxes

   —      33,424    20,173   —    53,597    —      37,351    20,728   —    58,079 

Accrued expenses and other current liabilities

   43,371    121,258    30,511  2,319  197,459    35,765    126,669    26,938  (198 189,174 

Current portion of capital lease obligations, long-term debt andnon-recourse debt

   8,000    1,998    330,145   —    340,143 

Operating lease liabilities, current portion

   5,042    29,786    382   —    35,210 

Current portion of finance lease liabilities, long-term debt andnon-recourse debt

   8,000    1,521    323,343   —    332,864 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total current liabilities

   63,338    221,248    386,578  2,319  673,483    62,464    265,747    380,772  (198 708,785 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Non-Current Deferred Income Tax Liabilities

   —      —      8,757   —    8,757 

Deferred Income Tax Liabilities

   —      —      13,681   —    13,681 

Intercompany Payable

   118,478    979,528    33,534  (1,131,540  —      92,733    1,106,285    34,800  (1,233,818  —   

OtherNon-Current Liabilities

   1,337    157,333    9,439  (78,895 89,214    387    151,804    6,031  (78,488 79,734 

Capital Lease Obligations

   —      4,954    —     —    4,954 

Operating lease Liabilities

   20,612    81,171    455   —    102,238 

Finance Lease Liabilities

   —      4,179    —     —    4,179 

Long-Term Debt

   2,282,399    —      80,919   —    2,363,318    2,358,529    —      74,904   —    2,433,433 

Non-Recourse Debt

   —      —      22,201   —    22,201    —      —      15,112   —    15,112 

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    1,027,559    1,814,069    129,610  (1,943,679 1,027,559 

Noncontrolling Interests

   —      —      (569  —    (569   —      —      (655  —    (655
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total Shareholders’ Equity

   1,080,981    1,849,138    127,276  (1,976,983 1,080,412    1,027,559    1,814,069    128,955  (1,943,679 1,026,904 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total Liabilities and Shareholders’ Equity

  $3,546,533   $3,212,201   $668,704  $(3,185,099 $4,242,339   $3,562,284   $3,423,255   $654,710  $(3,256,183 $4,384,066 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in thousands)

 

  As of December 31, 2017   As of December 31, 2018 
  The GEO Group, Inc.   Combined
Subsidiary
Guarantors
   Combined
Non-Guarantor
Subsidiaries
 Eliminations Consolidated   The GEO Group, Inc.   Combined
Subsidiary
Guarantors
   Combined
Non-Guarantor
Subsidiaries
 Eliminations Consolidated 
ASSETSASSETS

 

ASSETS

 

Cash and cash equivalents

  $54,666   $—     $26,711  $—    $81,377   $4,468   $7,873   $18,914  $—    $31,255 

Restricted cash and cash equivalents

   —      —      44,932   —    44,932    2,854    —      48,824   —    51,678 

Accounts receivable, less allowance for doubtful accounts

   130,354    225,029    34,533   —    389,916    190,594    221,957    44,377  (11,402 445,526 

Contract receivable, current portion

   —      —      18,142   —    18,142    —      —      15,535   —    15,535 

Prepaid expenses and other current assets

   2,589    24,163    18,590   —    45,342    2,011    50,482    7,114  (1,839 57,768 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total current assets

   187,609    249,192    142,908   —    579,709    199,927    280,312    134,764  (13,241 601,762 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Restricted Cash and Investments

   —      25,715    2,284   —    27,999    —      21,009    1,422   —    22,431 

Property and Equipment, Net

   777,404    1,209,816    90,903   —    2,078,123    845,291    1,227,223    86,096   —    2,158,610 

Assets Held for Sale

   —      3,915    —     —    3,915    705    1,929    —     —    2,634 

Non-Current Contract Receivable

   —      —      404,309   404,309 

Contract Receivable

   —      —      368,178   368,178 

Intercompany Receivable

   1,130,189    88,534    28,218  (1,246,941  —      990,365    150,710    22,407  (1,163,482  —   

Non-Current Deferred Income Tax Assets

   863    23,913    1,501   —    26,277 

Deferred Income Tax Assets

   798    27,928    1,198   —    29,924 

Goodwill

   —      778,504    447   —    778,951    —      775,955    404   —    776,359 

Intangible Assets, Net

   —      254,531    808   —    255,339    —      231,787    573   —    232,360 

Investment in Subsidiaries

   1,336,665    456,076    2,190  (1,794,931  —      1,503,841    458,229    2,190  (1,964,260  —   

OtherNon-Current Assets

   11,141    115,330    25,210  (79,395 72,286    9,541    115,695    19,334  (78,710 65,860 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total Assets

  $3,443,871   $3,205,526   $698,778  $(3,121,267 $4,226,908   $3,550,468   $3,290,777   $636,566  $(3,219,693 $4,258,118 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITYLIABILITIES AND SHAREHOLDERS’ EQUITY

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

Accounts payable

  $20,643   $65,475   $6,469  $—    $92,587   $13,566   $72,128   $7,338  $—    $93,032 

Accrued payroll and related taxes

   —      51,780    19,952   —    71,732    —      56,543    19,466   —    76,009 

Accrued expenses and other current liabilities

   40,344    115,636    20,344   —    176,324    23,565    168,231    25,615  (13,241 204,170 

Current portion of capital lease obligations, long-term debt andnon-recourse debt

   8,000    1,870    19,050   —    28,920 

Current portion of finance lease liabilities, long-term debt andnon-recourse debt

   8,000    2,017    322,010   —    332,027 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total current liabilities

   68,987    234,761    65,815   —    369,563    45,131    298,919    374,429  (13,241 705,238 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Non-Current Deferred Income Tax Liabilities

   —      —      8,757   —    8,757 

Deferred Income Tax Liabilities

   —      —      13,681   —    13,681 

Intercompany Payable

   79,984    1,129,590    37,367  (1,246,941  —      142,055    989,856    31,571  (1,163,482  —   

OtherNon-Current Liabilities

   4,674    157,200    14,223  (79,395 96,702    1,395    152,815    6,981  (78,710 82,481 

Capital Lease Obligations

   —      6,059    —     —    6,059 

Finance Lease Liabilities

   —      4,570    —     —    4,570 

Long-Term Debt

   2,090,985    —      90,559   —    2,181,544    2,321,384    —      75,843   —    2,397,227 

Non-Recourse Debt

   —      —      365,364   —    365,364    —      —      15,017   —    15,017 

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    1,040,503    1,844,617    119,643  (1,964,260 1,040,503 

Noncontrolling Interests

   —      —      (322  —    (322   —      —      (599  —    (599
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total Shareholders’ Equity

   1,199,241    1,677,916    116,693  (1,794,931 1,198,919    1,040,503    1,844,617    119,044  (1,964,260 1,039,904 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total Liabilities and Shareholders’ Equity

  $3,443,871   $3,205,526   $698,778  $(3,121,267 $4,226,908   $3,550,468   $3,290,777   $636,566  $(3,219,693 $4,258,118 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(dollars in thousands)

(unaudited)

 

  For the Nine Months Ended September 30, 2018   For the Three Months Ended March 31, 2019 
  The GEO Group, Inc. Combined
Subsidiary
Guarantors
 Combined
Non-Guarantor
Subsidiaries
 Consolidated   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   $14,354  $20,879  $63,778  $99,011 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Cash Flow from Investing Activities:

          

Insurance proceeds – damaged property

   —    5,998   —    5,998 

Insurance proceeds - damaged property

   —    2,503   —    2,503 

Proceeds from sale of property and equipment

   —     —    2,061  2,061    —    274   —    274 

Proceeds from sale of assets held for sale

   —    3,797   —    3,797 

Change in restricted investments

   —    (2,413  —    (2,413   —    (4,062  —    (4,062

Capital expenditures

   (95,461 (64,015 (2,014 (161,490   (6,608 (21,452 (24 (28,084
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net cash (used in) provided by investing activities

   (95,461 (56,633 47  (152,047

Net cash used in investing activities

   (6,608 (22,737 (24 (29,369
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Cash Flow from Financing Activities:

          

Proceeds from long-term debt

   372,000   —     —    372,000    130,000   —     —    130,000 

Payments on long-term debt

   (183,000  —    (3,033 (186,033   (96,926  —     —    (96,926

Payments onnon-recourse debt

   —     —    (9,636 (9,636   —     —    (2,089 (2,089

Taxes paid related to net share settlements of equity awards

   (4,452  —     —    (4,452   (4,172  —     —    (4,172

Proceeds from issuance of common stock in connection with ESPP

   404   —     —    404    124   —     —    124 

Payment for repurchases of common stock

   (70,446  —     —    (70,446

Debt issuance costs

   (990  —     —    (990

Proceeds from stock options exercised

   1,781   —     —    1,781    333   —     —    333 

Dividends paid

   (172,256  —     —    (172,256   (57,945  —     —    (57,945
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net cash used in financing activities

   (56,959  —    (12,669 (69,628   (28,586  —    (2,089 (30,675

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents

   —     —    (5,392 (5,392   —     —    366  366 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net (Decrease) Increase in Cash. Cash Equivalents and Restricted Cash and Cash Equivalents

   (39,821 13,407  19,570  (6,844   (20,840 (1,858 62,031  39,333 

Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period

   54,666  4,952  73,927  133,545    54,666  4,823  24,983  84,472 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period

  $14,845  $18,359  $93,497  $126,701   $33,826  $2,965  $87,014  $123,805 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(dollars in thousands)

(unaudited)

 

  For the Nine Months Ended September 30, 2017   For the Three Months Ended March 31, 2018 
  The GEO Group, Inc. Combined
Subsidiary
Guarantors
 Combined
Non-Guarantor
Subsidiaries
 Consolidated   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 

Net cash provided by operating activities

  $39,888  $17,614  $12,184  $69,686 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

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 

Proceeds from sale of assets held for sale

   —    3,797   3,797 

Insurance proceeds - damaged property

   —    4,504   —    4,504 

Change in restricted investments

   —    (3,810  —    (3,810   —    (505  —    (505

Capital expenditures

   (34,679 (61,432 (8,019 (104,130   (34,360 (16,654 (1,133 (52,147
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Cash used in by investing activities

   (387,303 (65,242 (8,008 (460,553

Net cash used in investing activities

   (34,360 (8,858 (1,133 (44,351
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net cash used in investing activities

     

Cash Flow from Financing Activities:

          

Proceeds from long-term debt

   1,324,865   —     —    1,324,865    102,000   —     —    102,000 

Payments on long-term debt

   (1,093,088  —     —    (1,093,088   (43,000  —     —    (43,000

Payments onnon-recourse debt

   —     —    (68,887 (68,887   —     —    (5,600 (5,600

Proceeds fromnon-recourse debt

   —     —    123,785  123,785 

Taxes paid related to net share settlements of equity awards

   (4,122  —     —    (4,122   (4,356  —     —    (4,356

Issuance of common stock under prospectus supplement

   275,867   —     —    275,867 

Proceeds from issuance of common stock in connection with ESPP

   —     —    382  382    140   —     —    140 

Debt issuance costs

   (8,701  —    (769 (9,470

Proceeds from stock options exercised

   6,786   —     —    6,786    260   —     —    260 

Payments for repurchases of common stock

   (40,182  —     —    (40,182

Dividends paid

   (169,152  —     —    (169,152   (58,238  —     —    (58,238
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net cash provided by financing activities

   332,455   —    54,511  386,966 

Net cash used in financing activities

   (43,376  —    (5,600 (48,976

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents

   —     —    863  863    —     —    (655 (655
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash and Cash Equivalents

   (39,545 13,846  10,880  (14,819   (37,848 8,756  4,796  (24,296

Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period

   45,736  4,922  39,699  90,357    54,666  4,952  73,927  133,545 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period

  $6,191  $18,768  $50,579  $75,538   $16,818  $13,708  $78,723  $109,249 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

18.17. SUBSEQUENT EVENTS

Dividend

On October 15, 2018,April 3, 2019, the Board of Directors declared a quarterly cash dividend of $0.47$0.48 per share of common stock which was paid on November 2, 2018April 22, 2019 to shareholders of record as of the close of business on October 26, 2018.April 15, 2019.

Hurricane MichaelContract Awards

On October 10, 2018, Hurricane Michael impactedMay 2, 2019, the Florida Panhandle, which resulted in widespread damage toCompany announced that it has entered into a newten-year contract, inclusive of renewal option periods, with the area. As a result,Federal Bureau of Prisons (“BOP”) for the Company’s managed-only Bayreactivation of the existing company-owned,1,800-bed North Lake Correctional Facility was impacted and incurred significant property damage. As a result, inmates housedlocated in that facility have been temporarilyre-located to other facilities.Baldwin, Michigan. The Company is continuingalso announced on May 2, 2019 that Reeves County, Texas has entered into two newten-year contracts, inclusive of renewal periods, with the BOP for the county-owned,1,800-bed Reeves County Detention Center I & II and the county-owned,1,376-bed Reeves County Detention Center III. GEO provides management consulting and support services to makeReeves County. The newten-year contracts were awarded to GEO and Reeves County under a full assessmentlong-standing procurement, for the housing ofnon-U.S. citizen criminal aliens, commonly referred to as Criminal Alien Requirement (CAR) 19, which was issued by the extentBOP in 2017.

On April 25, 2019, the Company announced it had signed a contract modification with U.S. Immigration and Customs Enforcement (“ICE”) for the reactivation of its existing company-owned1,000-bed South Louisiana ICE Processing Center (the “Center”) located in Basile, Louisiana. The previously idled Center will house federal immigration detainees under an existing intergovernmental service agreement between Evangeline Parish, Louisiana and ICE. The Center will begin the impact.

The Company maintains property and business interruption insurance, subject to certain deductibles, and is currently assessing claims under such policies; however,intake process during the timing and amountthird quarter of insurance proceeds are uncertain and may not be sufficient to cover all losses. Timing differences are likely to exist between the capital expenditures made to repair or restore the property and recognition and receipt of insurance proceeds reflected in our financial statements. The Company expects that its results of operations related to the facility will be adversely impacted in the near term.2019.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Information

This Quarterly Report on Form10-Q and the documents incorporated by reference herein contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. “Forward-looking” statements are any statements that are not based on historical information. Statements other than statements of historical facts included in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are “forward-looking” statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements and we can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to:

 

our ability to timely build and/or open facilities as planned, profitably manage such facilities and successfully integrate such facilities into our operations without substantial additional costs;

 

our ability to fulfill our debt service obligations and its impact on our liquidity;

 

our ability to successfully refinance any of our debt service obligations within the anticipated timing;

our ability to estimate the government’s level of utilization of public-private partnerships for correctional services and the impact of any modifications or reductions by our government customers of their utilization of public-private partnerships;

 

our ability to accurately project the size and growth of public-private partnerships for correctional services in the U.S. and internationally and our ability to capitalize on opportunities for public-private partnerships;

 

our ability to successfully respond to any challenges or concerns that our government customers may raise regarding their use of public-private partnerships for correctional services;

 

our ability to successfully respond to delays encountered by states pursuing public-private partnerships for correctional services and cost savings initiatives implemented by a number of states;

 

our ability to activate the inactive beds at our idle facilities;

 

our ability to maintain or increase occupancy rates at our facilities;

 

our ability to expand, diversify and grow our correctional, detention, reentry, community-based services, youth services, monitoring services, evidence-based supervision and treatment programs and secure transportation services businesses;

 

our ability to win management contracts for which we have submitted proposals, retain existing management contracts and meet any performance standards required by such management contracts;

 

our ability to control operating costs associated with contractstart-ups;

 

our ability to raise new project development capital given the often short-term nature of the customers’ commitment to use newly developed facilities;

 

our ability to develop long-term earnings visibility;

 

our ability to identify suitable acquisitions, and to successfully complete and integrate such acquisitions on satisfactory terms, to enhance occupancy levels and the financial performance of assets acquired and estimate the synergies to be achieved as a result of such acquisitions;

 

our exposure to the impairment of goodwill and other intangible assets as a result of our acquisitions;

 

our ability to successfully conduct our operations in the United Kingdom, South Africa and Australia through joint ventures or a consortium;

 

our ability to obtain future financing on satisfactory terms or at all, including our ability to secure the funding we need to complete ongoing capital projects;

 

our exposure to political and economic instability and other risks impacting our international operations;

 

the instability of foreign exchange rates, exposing us to currency risks in Australia, the United Kingdom, and South Africa, or other countries in which we may choose to conduct our business;

 

our exposure to risks impacting our information systems, including those that may cause an interruption, delay or failure in the provision of our services;

our exposure to rising general insurance costs;

 

an increase in unreimbursed labor rates;

 

our exposure to federal, state and foreign income tax law changes, including changes to the REIT provisions and the recently enacted Tax Cuts and Jobs Act and our exposure as a result of federal, state and international examinations of our tax returns or tax positions;

our exposure to claims for which we are uninsured;

 

our exposure to rising employee and inmate medical costs;

 

our ability to manage costs and expenses relating to ongoing litigation arising from our operations;

 

our ability to accurately estimate on an annual basis, loss reserves related to general liability, workers compensation and automobile liability claims;

 

the ability of our government customers to secure budgetary appropriations to fund their payment obligations to us and continue to operate under our existing agreements and/or renew our existing agreements;

 

our ability to pay quarterly dividends consistent with our requirements as a REIT, and expectations as to timing and amounts;

 

our ability to remain qualified for taxation as a real estate investment trust, or REIT;

 

our ability to comply with government regulations and applicable contractual requirements;

 

our ability to acquire, protect or maintain our intellectual property;

 

the risk that a number of factors could adversely affect the market price of our common stock;

 

our ability to fully implement our stock buyback program and the timing and amounts of any future stock repurchases; and

 

other factors contained in our filings with the Securities and Exchange Commission, or the SEC, including, but not limited to, those detailed in this Quarterly Report on Form10-Q, our Annual Report on Form10-K for the year ended December 31, 20172018 and our Current Reports on Form8-K filed with the SEC.

We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form10-Q.

Introduction

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of numerous factors including, but not limited to, those described above under “Forward-Looking Information”, those described below under “Part II - Item 1A. Risk Factors” and under “Part I - Item 1A. Risk Factors” in our Annual Report on Form10-K for the year ended December 31, 2017.2018. The discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form10-Q.

We are a real estate investment trust (“REIT”) specializing in the ownership, leasing and management of correctional, detention and reentry facilities and the provision of community-based services and youth services in the United States, Australia, South Africa, and the United Kingdom. We own, lease and operate a broad range of correctional and detention facilities including maximum, medium and minimum security prisons, immigration detention centers, minimum security detention centers, and community-based reentry facilities and we offer an expanded delivery of offender rehabilitation services under our ‘GEO Continuum of Care’ platform. We offer counseling, education and/or treatment to inmates with alcohol and drug abuse problems at most of the domestic facilities we manage. We are also a provider of innovative compliance technologies, industry-leading monitoring services, and evidence-based supervision and treatment programs for community-based parolees, probationers and pretrial defendants.

At September 30, 2018,March 31, 2019, our worldwide operations include the management and/or ownership of approximately 96,00095,000 beds at 136134 correctional, detention and reentry facilities, including idle facilities, projects under development and recently awarded contracts, and also include the provision of community supervision services for more than 192,000210,000 offenders andpre-trial defendants, including approximately 100,000 individuals through an array of technology products including radio frequency, GPS, and alcohol monitoring devices.

We provide a diversified scope of services on behalf of our government clients:

 

our correctional and detention management services involve the provision of security, administrative, rehabilitation, education and food services, primarily at adult male correctional and detention facilities;

 

our community-based services involve supervision of adult parolees and probationers and the provision of temporary housing, programming, employment assistance and other services with the intention of the successful reintegration of residents into the community;

 

our youth services include residential, detention and shelter care and community-based services along with rehabilitative and educational programs;

 

our monitoring services provide our governmental clients with innovative compliance technologies, industry-leading monitoring services, and evidence-based supervision and treatment programs for community-based parolees, probationers and pretrial defendants; including services provided under the Intensive Supervision Appearance Program, which we refer to as ISAP, to the U.S. Immigration and Customs Enforcement, which we refer to as ICE, for the provision of services designed to improve the participation ofnon-detained aliens in the immigration court system;

 

we develop new facilities using our project development experience to design, construct and finance what we believe arestate-of-the-art facilities that maximize security and efficiency;

 

we provide secure transportation services for offender and detainee populations as contracted domestically and internationally – internationally—our joint venture GEOAmey is responsible for providing prisoner escort and custody services in the United Kingdom, including all of Wales and England except London and the East of England; and

 

our services are provided at facilities which we either own, lease or are owned by our customers.

For the ninethree months ended September 30,March 31, 2019 and March 31, 2018, and September 30, 2017, we had consolidated revenues of $1,732.0$610.7 million and $1,694.4$564.9 million, respectively. We maintained an average company wide facility occupancy rate of 93.2%93.9% including 88,48087,744 active beds and excluding 7,068 idle beds which includes those being marketed to potential customers for the ninethree months ended September 30, 2018,March 31, 2019, and 91.0%91.5% including 87,82388,345 active beds and excluding 8,2727,846 idle beds which includes those being marketed to potential customers and beds under development for the ninethree months ended September 30, 2017.March 31, 2018.

As a REIT, we are required to distribute annually at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and by excluding net capital gain) and we began paying regular quarterly REIT dividends in 2013. The amount, timing and frequency of future dividends, however, will be at the sole discretion of our Board of Directors (the “Board”) and will be declared based upon various factors, many of which are beyond our control, including, our financial condition and operating cash flows, the amount required to maintain REIT status, limitations on distributions in our existing and future debt instruments, limitations on our ability to fund distributions using cash generated through our taxable REIT subsidiaries (“TRSs”) and other factors that our Board may deem relevant.

During the ninethree months ended September 30, 2018March 31, 2019 and the year ended December 31, 2017,2018, respectively, we declared and paid the following regular cash distributions to our shareholders as follows:

 

Declaration Date

  

Record Date

  

Payment Date

  Distribution
Per Share
   Aggregate
Payment
Amount
(in millions)
   Record Date  Payment Date  Distribution
Per Share
   Aggregate
Payment Amount
(in millions)
 

February 6, 2017

  

February 17, 2017

  

February 27, 2017

  $0.47   $52.5 

April 25, 2017

  

May 9, 2017

  

May 19, 2017

  $0.47   $58.4 

July 10, 2017

  

July 21, 2017

  

July 28, 2017

  $0.47   $58.3 

October 12, 2017

  

October 23, 2017

  

October 30, 2017

  $0.47   $58.3 

February 5, 2018

  

February 16, 2018

  

February 27, 2018

  $0.47   $58.3   February 16, 2018  February 27, 2018  $0.47   $58.3 

April 11, 2018

  

April 23, 2018

  

May 3, 2018

  $0.47   $57.4   April 23, 2018  May 3, 2018  $0.47   $57.4 

July 10, 2018

  

July 20, 2018

  

July 27, 2018

  $0.47   $57.2   July 20, 2018  July 27, 2018  $0.47   $57.2 

October 15, 2018

  October 26, 2018  November 2, 2018  $0.47   $57.2 

February 4, 2019

  February 15, 2019  February 22, 2019  $0.48   $57.9 

On October 15, 2018, theApril 3, 2019, our Board of Directors declared a quarterly cash dividend of $0.47$0.48 per share of common stock which was paid on November 2, 2018April 22, 2019 to shareholders of record as of the close of business on October 26, 2018.April 15, 2019.

Reference is made to Part II, Item 7 of our Annual Report on Form10-K filed with the SEC on February 26, 2018,25, 2019, for further discussion and analysis of information pertaining to our financial condition and results of operations as of and for the fiscal year ended December 31, 2017.2018.

Fiscal 20182019 Developments

Stock Buyback Program

On February14, 2018, we announced that our Board of Directors authorized a stock buyback program authorizing us to repurchase up to a maximum of $200.0 million of our shares of common stock. The stock buyback program will be funded primarily with cash on hand, free cash flow and borrowings under our Revolver. The program is effective through October 20, 2020. The stock buyback program is intended to be implemented through purchases made from time to time in the open market or in privately

negotiated transactions, in accordance with applicable Securities and Exchange Commission requirements. The stock buyback program does not obligate us to purchase any specific amount of our common stock and may be suspended or extended at any time at the discretion of our Board of Directors. During the nine months ended September 30, 2018, we purchased 3,117,483 shares of our common stock at a cost of $70.4 million primarily purchased with proceeds from our Revolver. We believe that we have the ability to continue to fund the stock buyback program, our debt service requirements and our maintenance and growth capital expenditure requirements, while maintaining sufficient liquidity for other corporate purposes.

Contract Awards/Terminations

On June 26, 2018, we announced that we have signed a contract with the Idaho Department of Correction for the housing, management and supervision of approximately 670 medium-custody inmates at the company-owned Eagle Pass Detention Facility in Eagle Pass, Texas and the company-owned Karnes Correctional Center in Karnes City, Texas. The contract will have a term of two years effective October 1, 2018 and is expected to generate approximately $17 million in annualized revenues.

On March 29, 2018, we announced that our transportation joint venture in the United Kingdom, GEO Amey, has signed a contract with Scottish Prison Service for the provision of court custody and prisoner escort services in Scotland. The contract will have a base term of eight years effective January 26, 2019 with a renewal option of four years and is expected to have an average annual revenue of approximately $39 million.

With respect to the Parklea Centre in Australia, we were unfortunately unsuccessful during the current competitive rebid process and we expect to transition the management contract in March of 2019. Upon transition, due to the requirements under the labor and employment laws in Australia, we may incur certain transition costs related to employee compensation and benefits. Any such costs are not expected to be material to our results of operations, financial condition or cash flows.

Effective in April 2018, our contract for the management of the 1,576-bed Allen Correctional Center in Kinder, Louisiana, terminated.

Idle Facilities

AsIn May 2019, the Company entered into a contract for the reactivation of September 30, 2018, weits company-owned1,800-bed North Lake Correctional Facility located in Baldwin, Michigan which was previously idle. See further discussion underContract Awards below. We are currently marketing approximately 4,7002,300 vacant beds at fourthree of our idle facilities to potential customers. The carrying values of these idle facilities totaled approximately $124.1$27.8 million as of September 30, 2018,March 31, 2019, excluding equipment and other assets that can be easily transferred for use at other facilities.

Contract Awards

On April 25, 2019, we announced that we had signed a contract modification with U.S. Immigration and Customs Enforcement for the reactivation of our existing company-owned1,000-bed South Louisiana ICE Processing Center (the “Center”) located in Basile, Louisiana. The previously idled Center will house federal immigration detainees under an existing intergovernmental service agreement between Evangeline Parish, Louisiana and ICE. The Center will begin the intake process during the third quarter of 2019 and is expected to generate approximately $25 million in incremental annualized revenues.

On May 2, 2019, we announced that we have entered into a newten-year contract, inclusive of renewal option periods, with the Federal Bureau of Prisons (“BOP”) for the reactivation of our existing company-owned,1,800-bed North Lake Correctional Facility located in Baldwin, Michigan. The contract is expected to generate approximately $37 million in incremental annualized revenues. We also announced on May 2, 2019 that Reeves County, Texas has entered into two newten-year contracts, inclusive of renewal periods, with the BOP for the county-owned,1,800-bed Reeves County Detention Center I & II and the county-owned,1,376-bed Reeves County Detention Center III. We provide management consulting and support services to Reeves County. The newten-year contracts were awarded to GEO and Reeves County under a long-standing procurement, for the housing ofnon-U.S. citizen criminal aliens, commonly referred to as Criminal Alien Requirement (CAR) 19, which was issued by the BOP in 2017.

Critical Accounting Policies

The accompanying unaudited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We routinely evaluate our estimates based on historical experience and on various other assumptions that management

believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. During the ninethree months ended September 30, 2018,March 31, 2019, we did not experience any significant changes in estimates or judgments inherent in the preparation of our consolidated financial statements. A summary of our significant accounting policies is contained in Note 1 to our consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, 2017. With respect to the adoption of ASC Topic 606, “Revenue from Contracts with Customers” on January 1, 2018, refer to Note 2 – Revenue Recognition of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for additional disclosures related to our revenue recognition policies.2018.

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the notes to our unaudited consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form10-Q.

Comparison of ThirdFirst Quarter 20182019 and ThirdFirst Quarter 20172018

Revenues

 

  2018   % of Revenue 2017   % of Revenue $ Change % Change   2019   % of Revenue 2018   % of Revenue $ Change % Change 
  (Dollars in thousands)   (Dollars in thousands) 

U.S. Corrections & Detention

  $379,351    65.0 $365,071    64.3 $14,280  3.9  $390,510    63.9 $358,681    63.5 $31,829  8.9

GEO Care

   141,808    24.3 134,610    23.8 7,198  5.3   153,843    25.2 140,078    24.8 13,765  9.8

International Services

   62,371    10.7 45,641    8.1 16,730  36.7   64,224    10.5 66,158    11.7 (1,934 (2.9)

Facility Construction & Design

   —      —   21,437    3.8 (21,437 (100.0)%    2,090    0.3  —      —   2,090  —  
  

 

   

 

  

 

   

 

  

 

    

 

   

 

  

 

   

 

  

 

  

Total

  $583,530    100.0 $566,759    100.0 $16,771  3.0  $610,667    100.0 $564,917    100.0 $45,750  8.1
  

 

    

 

    

 

    

 

    

 

    

 

  

U.S. Corrections & Detention

Revenues increased in ThirdFirst Quarter 20182019 compared to ThirdFirst Quarter 20172018 primarily due to aggregate increases of $16.8$20.5 million due to aggregate net increases in population with our federal clients, transportation services and/or rates. We also had increases of $1.6$14.7 million resulting from the activation of our contracts at our company-owned Eagle Pass Detention Facility in Eagle Pass, Texas and our company-owned Montgomery Processing Center in Conroe, Texas. These increases were partially offset by net decreases of $4.1$3.4 million at certain of our facilities due to contract terminations.

The number of compensated mandays in U.S. Corrections & Detention facilities was approximately 5.8 million in ThirdFirst Quarter 20182019 and 5.75.6 million in ThirdFirst Quarter 2017.2018. We experienced an aggregate net increase of approximately 100,000200,000 mandays as a result of population increases with our federal clients and our contract activations discussed above, offset by contract terminations. We look at the average occupancy in our facilities to determine how we are managing our available beds. The average occupancy is calculated by taking compensated mandays as a percentage of capacity. The average occupancy in our U.S. Corrections & Detention facilities was 96.0%96.5% and 93.0%94.0% of capacity in the ThirdFirst Quarter 20182019 and ThirdFirst Quarter 2017,2018, respectively, excluding idle facilities.

GEO Care

Revenues increased in ThirdFirst Quarter 20182019 compared to ThirdFirst Quarter 20172018 primarily due to aggregate increases of $12.5$15.8 million primarily due to increases in average client and participant counts under our ISAP and electronic monitoring services as well as census levels at certain of our community-based and reentry centers. These increases were partially offset by $5.3$2.0 million related to contract terminations/closures of underutilized facilities.

International Services

Revenues for International Services in ThirdFirst Quarter 2019 compared to First Quarter 2018 compared to Third Quarter 2017 increaseddecreased by $16.7$1.9 million. We experienced a net increase of $21.4$5.1 million in performance which was primarily attributable to our Australian subsidiary’s Ravenhall correctional facility project which began operations during the fourth quarter of 2017.2017 and continued to ramp up in 2018. This increase was partially offset by a decrease in revenue in connection with the transition of our Parklea Correctional Centre to a new operator in March 2019. Additionally, we had a decrease due to foreign exchange rate fluctuations of $4.7$7.1 million resulting from the strengthening of the U.S. dollar against certain international currencies.

Facility Construction & Design

Revenues for our Facility Construction & Design services during Third Quarter 2017 relate to the design and construction activity for our Ravenhall correctional facility contract with the Department of JusticeBeginning in the State of Victoria, Australia which was completed during the fourth quarter of 2017.2018 and into 2019, we had facility construction & design services related to an expansion project at our Fulham Correctional Centre in Australia which is expected to be completed in the third quarter of 2020. There is no margin associated with the expansion.

Operating Expenses

 

  2018   % of Segment
Revenues
 2017   % of Segment
Revenues
 $ Change % Change   2019   % of
Segment
Revenues
 2018   % of
Segment
Revenues
 $ Change % Change 
  (Dollars in thousands)   (Dollars in thousands) 

U.S. Corrections & Detention

  $282,332    74.4 $268,718    73.6 $13,614  5.1  $292,429    74.9 $270,448    75.4 $21,981  8.1

GEO Care

   94,169    66.4 90,949    67.6 3,220  3.5   104,406    67.9 96,076    68.6 8,330  8.7

International Services

   58,305    93.5 41,752    91.5 16,553  39.6   58,072    90.4 60,185    91.0 (2,113 (3.5)% 

Facility Construction & Design

   —      —   21,715    101.3 (21,715 (100.0)%    2,090    100.0  —      —   2,090  —  
  

 

    

 

    

 

    

 

    

 

    

 

  

Total

  $434,806    74.5 $423,134    74.7 $11,672  2.8  $456,997    74.8 $426,709    75.5 $30,288  7.1
  

 

    

 

    

 

    

 

    

 

    

 

  

Operating expenses consist of those expenses incurred in the operation and management of our correctional, detention and community-based facilities.

U.S. Corrections & Detention

Operating expenses for U.S. Corrections & Detention increased by $13.6$22.0 million in ThirdFirst Quarter 20182019 compared to ThirdFirst Quarter 2017.2018. The increase was primarily due to aggregate net increases in population, transportation services and the variable costs associated with those services of $12.2$15.9 million. We also experienced increases of $5.1$9.1 million resulting from the activation of our contracts at our company-owned Eagle Pass Detention Facility in Eagle Pass, Texas and our company-owned Montgomery Processing Center in Conroe, Texas. These increases were partially offset by decreases of $3.7$3.0 million at certain of our facilities primarily due to contract terminations.

GEO Care

Operating expenses for GEO Care increased by $3.2$8.3 million during ThirdFirst Quarter 20182019 from ThirdFirst Quarter 20172018 primarily due to $4.5$10.8 million of increases in average client and participant counts under our ISAP and electronic monitoring services.services as well as census levels at certain of our community-based and reentry centers. These increases were partially offset by decreases of $1.3$2.5 million due to net decreases in census levels at certain of our community-based and reentry centers as well as contract terminations/closures of underutilized facilities.

International Services

Operating expenses for International Services in ThirdFirst Quarter 2019 compared to First Quarter 2018 compared to Third Quarter 2017 increaseddecreased by $16.6$2.1 million. We experienced a net increase of $20.3$4.3 million primarily attributable to our Australian subsidiary’s Ravenhall correctional facility project which began operations during the fourth quarter of 2017.2017 and continued to ramp up in 2018. This increase was partially offset by a decrease in operating expenses in connection with the transition of our Parklea Correctional Centre to a new operator in March 2019. Additionally, we had a decrease due to foreign exchange rate fluctuations of $3.7$6.4 million resulting from the strengthening of the U.S. dollar against certain international currencies.

Facility Construction & Design

Operating expenses for our Facility Construction & Design services during Third Quarter 2017 relate to the design and construction activity for our Ravenhall correctional facility contract with the Department of JusticeBeginning in the State of Victoria, Australia which was completed during the fourth quarter of 2017.2018 and into 2019, we had facility construction & design services related to an expansion project at our Fulham Correctional Centre in Australia which is expected to be completed in the third quarter of 2020. There is no margin associated with the expansion.

Depreciation and Amortization

 

  2018   % of Segment
Revenue
 2017   % of Segment
Revenue
 $ Change % Change   2019   % of
Segment
Revenue
 2018   % of
Segment
Revenue
 $ Change % Change 
  (Dollars in thousands)   (Dollars in thousands) 

U.S. Corrections & Detention

  $19,134    5.0 $18,802    5.2 $332  1.8  $21,157    5.4 $19,045    5.3 $2,112  11.1

GEO Care

   11,680    8.2 12,368    9.2 (688 (5.6)%    10,899    7.1 12,310    8.8 (1,411 (11.5)% 

International Services

   483    0.8 479    1.0 4  0.8   413    0.6 571    0.9 (158 (27.7)% 
  

 

    

 

    

 

    

 

    

 

    

 

  

Total

  $31,297    5.4 $31,649    5.6 $(352 (1.1)%   $32,469    5.3 $31,926    5.7 $543  1.7
  

 

    

 

    

 

    

 

    

 

    

 

  

U.S. Corrections & Detention

U.S. Corrections & Detention depreciation and amortization expense increased slightly in ThirdFirst Quarter 2019 compared to First Quarter 2018 compared to Third Quarter 2017 primarily due to net increases related to assets written off related to contract terminationsthe activation of our contracts at certainour company-owned Eagle Pass Detention Facility in Eagle Pass, Texas and our company-owned Montgomery Processing Center in Conroe, Texas as well as renovations made at several of our other facilities.

GEO Care

GEO Care depreciation and amortization expense decreased in ThirdFirst Quarter 20182019 compared to ThirdFirst Quarter 20172018 primarily due to certain assets becoming fully depreciated and/or amortized. These decreases were partially offset by assets written off related to contract terminations at certain of our facilities.

International Services

Depreciation and amortization expense remained relatively consistentdecreased slightly in ThirdFirst Quarter 20182019 compared to ThirdFirst Quarter 20172018 as a result of certain assets becoming fully depreciated and there were no significant expansions or renovations during 20172018 or 20182019 at our international subsidiaries.

Other Unallocated Operating Expenses

 

   2018   % of
Revenue
  2017   % of
Revenue
  $ Change  % Change 
   (Dollars in thousands) 

General and Administrative Expenses

  $47,647    8.2 $49,074    9.0 $(1,427  (2.9)% 
   2019   % of
Revenue
  2018   % of
Revenue
  $ Change   % Change 
   (Dollars in thousands) 

General and Administrative Expenses

  $46,424    7.6 $41,832    7.4 $4,592    11.0

General and administrative expenses comprise substantially all of our other unallocated operating expenses which primarily includes corporate management salaries and benefits, professional fees and other administrative expenses. General and administrative expenses decreasedincreased in ThirdFirst Quarter 20182019 compared to ThirdFirst Quarter 2017.2018. The decreaseincrease is primarily due to merger and acquisition related expenses of $5.0 million incurred in Third Quarter 2017 related to our acquisition of CEC. This decrease was partially offset by increases related to highernon-cash stock-based compensation expense of $0.6$0.9 million as well as normal personnel and compensation adjustments, professional, consulting, business development and other administrative expenses in the aggregate of $3.0$3.7 million.

Non Operating Expenses

Interest Income and Interest Expense

 

  2018   % of
Revenue
 2017   % of
Revenue
 $ Change % Change   2019   % of
Revenue
 2018   % of
Revenue
 $ Change % Change 
  (Dollars in thousands)   (Dollars in thousands) 

Interest Income

  $8,428    1.4 $14,648    2.6 $(6,220 (42.5)%   $8,396    1.4 $9,099    1.6 $(703 (7.7)% 

Interest Expense

  $37,991    6.5 $38,719    6.8 $(728 (1.9)%   $40,280    6.6 $35,869    6.3 $4,411  12.3

Interest income decreased in the ThirdFirst Quarter 20182019 compared to ThirdFirst Quarter 20172018 primarily due to a lower balance on our contract receivable related to our correctional facility project in Ravenhall, Australia. When the facility was completed during the fourth quarter 2017, the State of Victoria made a principal payment towards the balance of approximately $224 million.

Interest expense decreased slightlyincreased in ThirdFirst Quarter 20182019 compared to ThirdFirst Quarter 20172018 primarily due to less construction loanincreased net interest relatedexpense attributable to our correctional facility project in Ravenhall, Australia due to a lower loan balance compared to the prior period. Upon completion of the facility in fourth quarter 2017, the State of Victoria made a payment towards the loan balance of approximately $224 million. Also contributing to the decrease was the effect of Amendment No. 1 to Third Amended and Restated Credit Agreement executed on April 30, 2018 which reduced thehigher interest rate on our term loans from LIBOR plus 2.5% to LIBOR plus 2.00%. Partially offsetting these decreases were additional interest incurred onrates as well as higher overall debt balances resulting from our acquisition of CEC on April 5, 2017.balances. Refer to Note12-11- Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further discussion.

Income Tax Provision

 

   2018   Effective Rate  2017   Effective Rate  $ Change   % Change 
   (Dollars in thousands) 

Income Taxes

  $3,723    9.3 $1,720    4.4 $2,003    116.5
   2019   Effective Rate  2018   Effective Rate  $ Change   % Change 
   (Dollars in thousands) 

Provision for Income Taxes

  $4,840    11.3 $4,755    12.6 $85    1.8

The provision for income taxes during ThirdFirst Quarter 2019 was similar compared to First Quarter 2018 increased compared to Third Quarter 2017 along withwhile our effective tax rate decreased. The decrease in the effective tax rate. The increaserate is primarily due to a change in the composition of our income. In ThirdAdditionally, in the First Quarter of 2019, there was a $0.5 million discrete tax expense which was $1.2 million in the First Quarter of 2018 more income was earned by our taxable REIT subsidiaries, which are fully subjectrelated to tax and which increased our effective tax rate. This increase was partially offset by favorablenon-recurring items.stock compensation that vested during the respective period. As a REIT, we are required to distribute at least 90% of our taxable income to shareholders and in turn are allowed a deduction for the distribution at the REIT level. Our wholly-owned taxable REIT subsidiaries continue to be fully subject to federal, state and foreign income taxes, as applicable. We estimate our annual effective tax rate to be in the range of approximately 10%9% to 12%11% exclusive of any discrete items.

Equity in Earnings of Affiliates, net of Income Tax Provision

 

   2018   % of
Revenue
  2017   % of
Revenue
  $ Change   % Change 
   (Dollars in thousands) 

Equity in Earnings of Affiliates

  $2,735    0.5 $1,342    0.2 $1,393    103.8
   2019   % of
Revenue
  2018   % of
Revenue
  $ Change   % Change 
   (Dollars in thousands) 

Equity in Earnings of Affiliates

  $2,596    0.4 $1,995    0.4 $601    30.1

Equity in earnings of affiliates, presented net of income taxes,tax provision, represents the earnings of SACS and GEOAmey in the aggregate. Equity in earnings of affiliates during ThirdFirst Quarter 20182019 compared to ThirdFirst Quarter 20172018 increased primarily due to interest income received related tomore favorable tax settlements at SACS.

Comparison of Nine Months 2018 and Nine Months 2017

Revenues

   2018   % of Revenue  2017   % of Revenue  $ Change  % Change 
   (Dollars in thousands) 

U.S. Corrections & Detention

  $1,107,016    63.9 $1,073,840    63.4 $33,176   3.1

GEO Care

   431,819    24.9  377,740    22.3  54,079   14.3

International Services

   193,121    11.2  130,261    7.7  62,860   48.3

Facility Construction & Design

   —      —    112,602    6.6  (112,602  (100.0)% 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

Total

  $1,731,956    100.0 $1,694,443    100.0 $37,513   2.2
  

 

 

    

 

 

    

 

 

  

U.S. Corrections & Detention

Revenues increased in Nine Months 2018 compared to Nine Months 2017performance by $33.2 million primarily due to aggregate net increases of $46.0 million due to our acquisition of CEC on April 5, 2017 and net increases in population with our federal clients, transportation services and/or rates. We also had increases of $1.6 million resulting from the activation of our contracts at our company-owned Eagle Pass Detention Facility in Eagle Pass, Texas and our company-owned Montgomery Processing Center in Conroe, Texas. These increases were partially offset by net decreases of $14.4 million at certain of our facilities primarily due to contract terminations.

The number of compensated mandays in U.S. Corrections & Detention facilities was approximately 17.1 million in Nine Months 2018 and 16.6 million in Nine Months 2017. We experienced an aggregate net increase of approximately 500,000 mandays primarily as a result of our acquisition of CEC, activation of new contracts and net increases in population with our federal clients discussed above. We look at the average occupancy in our facilities to determine how we are managing our available beds. The average occupancy is calculated by taking compensated mandays as a percentage of capacity. The average occupancy in our U.S. Corrections & Detention facilities was 95.1% and 93.3% of capacity in the Nine Months 2018 and Nine Months 2017, respectively, excluding idle facilities.

GEO Care

Revenues increased in Nine Months 2018 compared to Nine Months 2017 primarily due to aggregate increases of $40.2 million from our acquisition of CEC on April 5, 2017. We also experienced increases of $21.0 million primarily due to increases in average client and participant counts under our ISAP and electronic monitoring services. These increases were partially offset by $7.1 million related to net decreases in census levels at certain of our community-based and reentry centers as well as contract terminations/closures of underutilized facilities.

International Services

Revenues for International Services in Nine Months 2018 compared to Nine Months 2017 increased by $62.9 million. We experienced a net increase of $64.0 million in performance which was primarily attributable to our Australian subsidiary’s Ravenhall correctional facility project which began operations during the fourth quarter of 2017. Additionally, we had a decrease due to foreign exchange rate fluctuations of $1.1 million resulting from the strengthening of the U.S. dollar against certain international currencies.

Facility Construction & Design

Revenues for our Facility Construction & Design services during Nine Months 2017 relate to the design and construction activity for our Ravenhall correctional facility contract with the Department of Justice in the State of Victoria, Australia which was completed during the fourth quarter of 2017.

Operating Expenses

   2018   % of Segment
Revenues
  2017   % of Segment
Revenues
  $ Change  % Change 
   (Dollars in thousands) 

U.S. Corrections & Detention

  $825,475    74.6 $792,727    73.8 $32,748   4.1

GEO Care

   293,299    67.9  248,934    65.9  44,365   17.8

International Services

   180,538    93.5  120,403    92.4  60,135   49.9

Facility Construction & Design

   —      —    114,222    101.4  (114,222  (100.0)% 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Total

  $1,299,312    75.0 $1,276,286    75.3 $23,026   1.8
  

 

 

    

 

 

    

 

 

  

Operating expenses consist of those expenses incurred in the operation and management of our correctional, detention and community-based facilities.

U.S. Corrections & Detention

Operating expenses for U.S. Corrections & Detention increased by $32.7 million in Nine Months 2018 compared to Nine Months 2017. The increase was primarily due to our acquisition of CEC on April 5, 2017 and aggregate net increases in population, transportation services and the variable costs associated with those services of $41.9 million. We also experienced increases of $5.3 million resulting from the activation of our contracts at our company-owned Eagle Pass Detention Facility in Eagle Pass, Texas and our company-owned Montgomery Processing Center in Conroe, Texas.These increases were partially offset by decreases of $14.5 million at certain of our facilities due to contract terminations.

GEO Care

Operating expenses for GEO Care increased by $44.4 million during Nine Months 2018 from Nine Months 2017 primarily due to our acquisition of CEC on April 5, 2017 resulting in an increase to operating expenses of $45.9 million. We also experienced net increases of $8.3 million due to increases in average client and participant counts under our ISAP and electronic monitoring services and program growth at our community-based and reentry centers. These increases were partially offset by $9.8 million of net decreases in census levels at certain of our community-based and reentry centers and the associated variable costs as well as contract terminations/closures of underutilized facilities. Operating expenses as a percentage of revenues have increased during Nine Months 2018 which is primarily related to our acquisition of CEC.

International Services

Operating expenses for International Services in Nine Months 2018 compared to Nine Months 2017 increased by $60.1 million. We experienced a net increase of $61.0 million primarily attributable to our Australian subsidiary’s Ravenhall correctional facility project which began operations during the fourth quarter of 2017. Additionally, we had a decrease due to foreign exchange rate fluctuations of $0.9 million resulting from the strengthening of the U.S. dollar against certain international currencies.

Facility Construction & Design

Operating expenses for our Facility Construction & Design services during Nine Months 2017 relate to the design and construction activity for our Ravenhall correctional facility contract with the Department of Justice in the State of Victoria, Australia which was completed during the fourth quarter of 2017.

Depreciation and Amortization

   2018   % of Segment
Revenue
  2017   % of Segment
Revenue
  $ Change   % Change 
   (Dollars in thousands) 

U.S. Corrections & Detention

  $57,155    5.2 $56,275    5.2 $880    1.6

GEO Care

   35,725    8.3  34,744    9.2  981    2.8

International Services

   1,656    0.9  1,445    1.1  211    14.6
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

Total

  $94,536    5.5 $92,464    5.5 $2,072    2.2
  

 

 

    

 

 

    

 

 

   

U.S. Corrections & Detention

U.S. Corrections & Detention depreciation and amortization expense increased slightly in Nine Months 2018 compared to Nine Months 2017 primarily due to renovations made at several of our facilities and new facilities and intangible assets acquired in our acquisition of CEC on April 5, 2017.

GEO Care

GEO Care depreciation and amortization expense increased slightly in Nine Months 2018 compared to Nine Months 2017 primarily due to new facilities and intangible assets acquired in our acquisition of CEC on April 5, 2017.

International Services

Depreciation and amortization expense increased in Nine Months 2018 compared to Nine Months 2017 primarily as a result of additions in connection with the activation of our Ravenhall facility in fourth quarter 2017.

Other Unallocated Operating Expenses

   2018   % of
Revenue
  2017   % of
Revenue
  $ Change  % Change 
   (Dollars in thousands) 

General and Administrative Expenses

  $136,927    7.9 $143,866    8.5 $(6,939  (4.8)% 

General and administrative expenses comprise substantially all of our other unallocated operating expenses which primarily includes corporate management salaries and benefits, professional fees and other administrative expenses. General and administrative expenses decreased in Nine Months 2018 compared to Nine Months 2017. The decrease is primarily due to merger and acquisition expenses of $17.9 million incurred in Nine Months 2017 related to our acquisition of CEC. This decrease was partially offset by increases in legal related expenses of $4.5 million incurred in Nine Months 2018, highernon-cash stock-based compensation expense of $1.9 million and normal personnel and compensation adjustments, professional, consulting, business development and other administrative expenses in the aggregate of $4.6 million.

Non Operating Expenses

Interest Income and Interest Expense

   2018   % of
Revenue
  2017   % of
Revenue
  $ Change  % Change 
   (Dollars in thousands) 

Interest Income

  $26,194    1.5 $38,971    2.3 $(12,777  (32.8)% 

Interest Expense

  $110,779    6.4 $109,702    6.5 $1,077   1.0

Interest income decreased in the Nine Months 2018 compared to Nine Months 2017 primarily due to a lower balance on our contract receivable related to our correctional facility project in Ravenhall, Australia. When the facility was completed during the fourth quarter 2017, the State of Victoria made a principal payment towards the balance of approximately $224 million.

Interest expense increased in Nine Months 2018 compared to Nine Months 2017 primarily due to additional interest incurred on higher debt balances resulting from our acquisition of CEC on April 5, 2017. Partially offsetting the increase was less construction loan interest related to our correctional project in Ravenhall, Australia due to a lower loan balance compared to the prior period. Upon completion of the facility in fourth quarter 2017, the State of Victoria made a payment towards the loan balance of approximately $224 million. Also partially offsetting the increase was the effect of Amendment No. 1 to Third Amended and Restated Credit Agreement executed on April 30, 2018 which reduced the interest rate on the term loans from LIBOR plus 2.5% to LIBOR plus 2.00%. Refer to Note12- Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further discussion.

Income Tax Provision

   2018   Effective Rate  2017   Effective Rate  $ Change   % Change 
   (Dollars in thousands) 

Income Taxes

  $12,193    10.5 $5,590    5.0 $6,603    118.1

The provision for income taxes during Nine Months 2018 increased compared to Nine Months 2017 along with the effective tax rate which is primarily due to a change in the composition of our income. In Nine Months 2018 more income was earned by our taxable REIT subsidiaries, which are fully subject to tax. In addition, in Nine Months 2017, there was a tax benefit on the merger and acquisition expenses of $17.9 million related to our acquisition of CEC which had the effect of lowering total taxes paid and favorably impacting the effective tax rate. Furthermore, related to our stock compensation that vested during Nine Months 2018, there was a $1.1 million discrete tax expense, whereas in the Nine Months 2017 there was a $1.5 million discrete tax benefit. These discrete items are the result of the adoption of ASUNo. 2016-09, Compensation – Stock Compensation (Topic 718) in 2017. As a REIT, we are required to distribute at least 90% of our taxable income to shareholders and in turn are allowed a deduction for the distribution at the REIT level. Our wholly-owned taxable REIT subsidiaries continue to be fully subject to federal, state and foreign income taxes, as applicable. We estimate our annual effective tax rate to be in the range of approximately 10% to 12% exclusive of any discrete items.

Equity in Earnings of Affiliates, net of Income Tax Provision

   2018   % of
Revenue
  2017   % of
Revenue
  $ Change   % Change 
   (Dollars in thousands) 

Equity in Earnings of Affiliates

  $7,071    0.4 $4,255    0.3 $2,816    66.2

Equity in earnings of affiliates, presented net of income taxes, represents the earnings of SACS and GEOAmey in the aggregate. Equity in earnings of affiliates during Nine Months 2018 compared to Nine Months 2017 increased primarily due to interest income received related to favorable tax settlements at SACS.GEOAmey.

Financial Condition

Capital Requirements

Our current cash requirements consist of amounts needed for working capital, distributions of our REIT taxable income in order to maintain our REIT qualification, debt service, supply purchases, investments in joint ventures, and capital expenditures related to either the development of new correctional, detention and reentry facilities, or the maintenance of existing facilities. In addition,

some of our management contracts require us to make substantial initial expenditures of cash in connection with opening or renovating a facility. Generally, these initial expenditures are subsequently fully or partially recoverable as pass-through costs or are billable as a component of the per diem rates or monthly fixed fees to the contracting agency over the original term of the contract. In connection with GEOAmey, our joint venture in the United Kingdom, we and our joint venture partner have each provided a line of credit of £12 million, or $15.6 million, based on exchange rates as of September 30, 2018, for GEOAmey’s operations. As of September 30, 2018, $1.7 million was outstanding to each of the joint venture partners. In October 2018, the note receivable to each joint venture partner was paid off in full.

We currently have contractual commitments for a number of projects using Company financing. We estimate that the cost of these existing capital projects will be approximately $229.4$218 million of which $188.7$195 million was spent through September 30, 2018.March 31, 2019. We estimate that the remaining capital requirements related to these capital projects will be $40.7$23 million which will be spent through 2019.

Liquidity and Capital Resources

Indebtedness

On April 30, 2018, we entered into Amendment No. 1 to Third Amended and Restated Credit Agreement (the “Credit Agreement”) by and among the Refinancing Lendersrefinancing lenders party thereto, the other lenders party thereto, GEO and GEO Corrections Holdings, Inc. and BNP Paribas, as Administrative Agent.administrative agent. The amendment, among other things, provides for the refinancing of all of GEO’s existing senior secured term loans with refinancing term loans in the aggregate principal amount of $792.0 million and makes certain other modifications to GEO’s senior secured credit agreement. The interest rate applicable to the refinancing term loans is equal to LIBOR plus 2.00% (with a LIBOR floor of 0.75%). The amendment was considered to be a modification and loan costs of approximately $1 million were incurred and capitalized in connection with the transaction.

The Credit Agreement evidences a credit facility (the “Credit Facility”) consisting of a $792.0 million term loan (the “Term Loan”) bearing interest at LIBOR plus 2.00% (with a LIBOR floor of 0.75%), and a $900.0 million Revolver initially bearing interest at LIBOR plus 2.25% (with no LIBOR floor) together with AUD275 million under the Australian LC Facility. As of September 30, 2018, there were no letters of credit issued under the Australian LC Facility. Amounts to be borrowed by GEO under the Credit Agreement are subject to the satisfaction of customary conditions to borrowing. The Term Loan component is scheduled to mature on March 23, 2024. The revolving credit commitment component is scheduled to mature on May 19, 2021. The Credit Agreement also has an accordion feature of $450.0 million, subject to lender demand and prevailing market conditions and satisfying the relevant borrowing conditions.

The Credit Agreement contains certain customary representations and warranties, and certain customary covenants that restrict our ability to, among other things (i) create, incur or assume any indebtedness, (ii) create, incur, assume or permit liens, (iii) make loans and investments, (iv) engage in mergers, acquisitions and asset sales, (v) make certain restricted payments, (vi) issue, sell or otherwise dispose of capital stock, (vii) engage in transactions with affiliates, (viii) allow the total leverage ratio to exceed 6.25 to 1.00, allow the senior secured leverage ratio to exceed 3.50 to 1.00, or allow the interest coverage ratio to be less than 3.00 to 1.00, (ix) cancel, forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value any senior notes, except as permitted, (x) alter the business we conduct, and (xi) materially impair our lenders’ security interests in the collateral for its loans.

Events of default under the Credit Agreement include, but are not limited to, (i) our failure to pay principal or interest when due, (ii) our material breach of any representation or warranty, (iii) covenant defaults, (iv) liquidation, reorganization or other relief relating to bankruptcy or insolvency, (v) cross default under certain other material indebtedness, (vi) unsatisfied final judgments over a specified threshold, (vii) certain material environmental liability claims which have been asserted against us, and (viii) a change in control.

All of the obligations under the Credit Agreement are unconditionally guaranteed by certain domestic subsidiaries of GEO and the Credit Agreement and the related guarantees are secured by a perfected first-priority pledge of substantially all of our present and future tangible and intangible domestic assets and all present and future tangible and intangible domestic assets of each guarantor, including but not limited to a first-priority pledge of all of the outstanding capital stock owned by us and each guarantor in our domestic subsidiaries.

GEO Australasia Holdings Pty Ltd, GEO Australasia Finance Holdings Pty Ltd as trustee for the GEO Australasia Finance Holding Trust, and together with GEO Australasia Holdings, collectively (“the Australian Borrowers”) are wholly owned foreign subsidiaries of GEO. We have designated each of the Australian Borrowers as restricted subsidiaries under the Credit Agreement. However, the Australian Borrowers are not obligated to pay or perform any obligations under the Credit Agreement other than their own obligations as Australian Borrowers under the Credit Agreement. The Australian Borrowers do not pledge any of their assets to secure any obligations under the Credit Agreement.

On August 18, 2016, we executed a Letter of Offer by and among GEO and HSBC Bank Australia Limited (the “Letter of Offer”) providing for a bank guarantee line and bank guarantee/standbysub-facility in an aggregate amount of AUD100 million, or $72.2 million, based on exchange rates in effect as of September 30, 2018 (collectively, the “Bank Guarantee Facility”). The Bank Guarantee Facility allows us to provide letters of credit to assure performance of certain obligations of our wholly owned subsidiary relating to our correctional facility in Ravenhall, located near Melbourne, Australia. The Bank Guarantee Facility is unsecured. The issuance of letters of credit under the Bank Guarantee Facility is subject to the satisfaction of the conditions precedent specified in the Letter of Offer. Letters of credit issued under the bank guarantee lines are due on demand and letters of credit issued under the bank guarantee/standbysub-facility cannot have a duration exceeding twelve months. The Bank Guarantee Facility may be terminated by HSBC Bank Australia Limited on 90 days written notice. As of September 30, 2018, there was AUD100 million, or $72.2 million based on exchange rates at September 30, 2018, in letters of credit issued under the Bank Guarantee Facility.

As of September 30, 2018,31, 2019, we had approximately $788$784 million in aggregate borrowings outstanding, net of discount, under the Term Loan and approximately $456$530 million in borrowings under the Revolver, and approximately $70$62 million in letters of credit which left approximately $374$308 million in additional borrowing capacity under the Revolver. Refer to Note 12—Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further discussion.

On April 18, 2016, we completed an offering of $350.0 million aggregate principal amount of 6.00% Senior Notes due 2026. The notes will mature on April 15, 2026 and have a coupon rate and yield to maturity of 6.00%. Interest is payable semi-annually in cash in arrears on April 15 and October 15 of each year. The proceeds were used to fund the tender offer and the redemption of all of our 6.625% Senior Notes due 2021, to pay all related fees, costs and expenses and for general corporate purposes including repaying borrowings under our Revolver. Refer to Note 12 – Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further discussion.

On September 25, 2014, we completed an offering of $250.0 million aggregate principal amount of 5.875% Senior Notes due 2024. The notes will mature on October 15, 2024 and have a coupon rate and yield to maturity of 5.875%. Interest is payable semi-annually in cash in arrears on April 15 and October 15, which commenced on April 15, 2015. The proceeds received from the 5.875% Senior Notes due 2024 were used to pay down outstanding borrowings under our Revolver and pay related fees, costs and expenses. Refer to Note 12 –11 - Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further discussion.

In connection with a design and build correctional facility project agreement in Ravenhall, Australia with the State of Victoria, in September 2014, we entered into a syndicated facility agreement (the “Construction Facility”) with National Australia Bank Limited to provide debt financing for construction of the project. The project was completed during the fourth quarter of 2017. The Construction Facility provided fornon-recourse funding up to AUD 791.0 million, or approximately $571.5$561.6 million, based on

exchange rates as of September 30, 2018. Construction draws were funded throughout the project according to a fixed utilization schedule as defined in the Construction Facility.March 31, 2019. The term of the Construction Facility is through September 2019 and bears interest at a variable rate quoted by certain Australian banks plus 200 basis points. We have begun negotiations for a

refinancing transaction and anticipate completion of the refinancing transaction in the first quarter of 2019. As we currently do not yet have a financing agreement in place, the balance has been presented as current in the accompanying consolidated balance sheet as of September 30, 2018 included in Part I, Item 1 of this Quarterly Report on Form10-Q. In accordance with the terms ofThe Company intends to refinance the Construction Facility upon completion and commercial acceptance of the correctional facility in fourth quarter 2017, in accordance with the contract, the State made a lump sum payment of AUD 310 million, or approximately $224 million, based on exchange rates as ofprior to September 30, 2018, towards a portion of the outstanding principal. The remaining outstanding principal balance will be repaid over the term of the operating agreement.2019. As of September 30, 2018,March 31, 2019, approximately $328$318 million was outstanding under the Construction Facility. Refer to Note 12 – Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further discussion.

On October 3, 2013, we completed an offering of $250.0 million aggregate principal amount of 5.875% Senior Notes due 2022. The 5.875% Senior Notes due 2022 will mature on January 15, 2022 and have a coupon rate and yield to maturity of 5.875%. Interest is payable semi-annually on January 15 and July 15 each year, which commenced on January 15, 2014. The proceeds received from the 5.875% Senior Notes due 2022 were used, together with cash on hand, to fund the repurchase, redemption or other discharge of our 7.75% senior notes due 2017 and to pay related transaction fees and expenses. Refer to Note 12 – Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further discussion.

On March 19, 2013, we completed an offering of $300.0 million aggregate principal amount of 5.125% Senior Notes. The 5.125% Senior Notes will mature on April 1, 2023 and have a coupon rate and yield to maturity of 5.125%. Interest is payable semi-annually on April 1 and October 1 each year, which commenced on October 1, 2013. A portion of the proceeds received from the 5.125% Senior Notes were used to repay the prior revolver credit draws outstanding under the prior senior credit facility. Refer to Note 12 – Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further discussion.

In addition to the debt outstanding under the Credit Facility, the 6.00% Senior Notes, the 5.125% Senior Notes, the 5.875.% Senior Notes due 2022 and the 5.875% Senior Notes due 2024, discussed above, we also have significant debt obligations which, although these obligations arenon-recourse to us, require cash expenditures for debt service. Our significant debt obligations could have material consequences. See “Risk Factors-Risks Related to Our High Level of Indebtedness” in Item 1A of our Annual Report on Form10-K for the year ended December 31, 2017.2018. We are exposed to various commitments and contingencies which may have a material adverse effect on our liquidity. We also have guaranteed certain obligations for certain of our international subsidiaries. Thesenon-recourse obligations, commitments and contingencies and guarantees are further discussed in our Annual Report on Form10-K for the year ended December 31, 2017.2018.

Refer to Note 11 - Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further information on our indebtedness.

We consider opportunities for future business and/or asset acquisitions as we deem appropriate when market conditions present opportunities. If we are successful in our pursuit of any new projects, our cash on hand, cash flows from operations and borrowings under the existing Credit Facility may not provide sufficient liquidity to meet our capital needs and we could be forced to seek additional financing or refinance our existing indebtedness. There can be no assurance that any such financing or refinancing would be available to us on terms equal to or more favorable than our current financing terms, or at all. In the future, our access to capital and ability to compete for future capital intensive projects will also be dependent upon, among other things, our ability to meet certain financial covenants in the indenture governing the 5.125% Senior Notes, the indenture governing the 5.875% Senior Notes due 2022, the indenture governing the 5.875% Senior Notes due 2024, the indenture governing the 6.00% Senior Notes due 2026 and our Credit Agreement. A substantial decline in our financial performance could limit our access to capital pursuant to these covenants and have a material adverse affect on our liquidity and capital resources and, as a result, on our financial condition and results of operations. In addition to these foregoing potential constraints on our capital, a number of state government agencies have been suffering from budget deficits and liquidity issues. While we expect to be in compliance with our debt covenants, if these constraints were to intensify, our liquidity could be materially adversely impacted as could our ability to remain in compliance with these debt covenants.

As a REIT, we are subject to a number of organizational and operational requirements, including a requirement that we annually distribute to our shareholders an amount equal to at least 90% of our REIT taxable income (determined before the deduction for dividends paid and by excluding any net capital gain). Generally, we expect to distribute all or substantially all of our REIT taxable income so as not to be subject to the income or excise tax on undistributed REIT taxable income. The amount, timing and frequency of distributions will be at the sole discretion of our Board and will be based upon various factors.

We plan to fund all of our capital needs, including distributions of our REIT taxable income in order to maintain our REIT qualification, and capital expenditures, from cash on hand, cash from operations, borrowings under our Credit Facility and any other financings which our management and Board, in their discretion, may consummate. Currently, our primary source of liquidity to meet these requirements is cash flow from operations and borrowings under the $900.0 million Revolver. Our management believes that cash on hand, cash flows from operations and availability under our Credit Facility will be adequate to support our capital requirements for 2018 and 2019 as disclosed under “Capital Requirements” above.

Stock Buyback Program

On February 14, 2018, we announced that our BoardRefer to Note 7 - Shareholders’ Equity of Directors authorized a stock buyback program authorizing usthe Notes to repurchase up to a maximumUnaudited Consolidated Financial Statements included in Part I, Item 1 of $200.0 million of our shares of common stock. The stock buyback program will be funded primarily with cashthis Quarterly Report on hand, free cash flow and borrowings under our Revolver. The program is effective through October 20, 2020. The stock buyback program is intended to be implemented through purchases made from time to time in the open market or in privately negotiated transactions, in accordance with applicable Securities and Exchange Commission requirements. The stock buyback program does not obligate us to purchase any specific amount of our common stock and may be suspended or extended at any time at the discretion of our Board of Directors. During the nine months ended September 30, 2018, we purchased 3,117,483 shares of our common stock at a cost of $70.4 million primarily purchased with proceeds from our Revolver. We believe that we have the ability to continue to fund the stock buyback program, our debt service requirements and our maintenance and growth capital expenditure requirements, while maintaining sufficient liquidityForm10-Q for other corporate purposes.further information.

Automatic Shelf RegistrationProspectus Supplement

Refer to Note 7 - Shareholders’ Equity of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on FormS-310-Q for further information.

On October 20, 2017, we filed an automatic shelf registration statement on FormS-3 with the Securities and Exchange Commission. The shelf registration statement is automatically effective and is valid for three years. Pursuant to the shelf registration statement, we may offer common stock, preferred stock, debt securities, guarantees of debt securities, warrants and units from time to time in amounts, at prices and on terms that will be determined at the time of any such offering. On November 9, 2017, in connection with the shelf registration, we filed with the SEC a prospectus supplement related to the offer and sale from time to time of our common stock at an aggregate offering price of up to $150 million through sales agents. Sales of shares of our common stock under the prospectus supplement and the equity distribution agreements entered into with the sales agents, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933. There were no shares of common stock sold under this prospectus supplement during the nine months ended September 30, 2018.

Executive Retirement Agreement

We have anon-qualified deferred compensation agreement with our Chief Executive Officer (“CEO”). The current agreement, as amended, provides for a lump sum payment upon retirement, no sooner than age 55. Our CEO has reached age 55 and is eligible to receive the payment upon retirement. If our CEO had retired as of September 30, 2018,March 31, 2019, we would have had to pay him approximately $8.3$8.6 million. Based on our current capitalization, we do not believe that making this payment would materially adversely impact our liquidity.

Off-Balance Sheet Arrangements

Except as discussed above, and in the notes to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this quarterly report on Form10-Q, we do not have anyoff-balance sheet arrangements.

Cash Flow

Cash, cash equivalents and restricted cash and cash equivalents as of September 30, 2018March 31, 2019 was $126.7$123.8 million, compared to $133.5$109 million as of DecemberMarch 31, 2017.2018.

Operating Activities

Cash provided by operating activities amounted to $220.2$99.0 million for the ninethree months ended September 30, 2018March 31, 2019 versus cash provided by operating activities of $57.9$69.7 million for the ninethree months ended September 30, 2017.March 31, 2018. Cash provided by operating activities during the ninethree months ended September 30, 2018March 31, 2019 was positively impacted by net income attributable to GEO,non-cash expenses such as depreciation and amortization, amortization of debt issuance costs, discount and/or premium and other non-cash interest, and stock-based compensation expense. Equity in earnings of affiliates, negatively impacted cash. Changes in accounts receivable, prepaid expenses and other assets increased in total by $14.0 million, representing a negative impact on cash. The increase was primarily driven by the timingnet of billings and collections. Changes in accounts payable, accrued expenses and other liabilities increased by $3.0 million which positively impacted cash. The increase was primarily driven by the timing of payments. Additionally, cash provided by operating activities for the nine months ended September 30, 2018 was negatively impacted by an increase in changes in contract receivable related to our correctional facility in Ravenhall, Australia of $3.4 million which was a result of the timing of interest accruals and payments made towards the contract receivable.

Cash provided by operating activities amounted to $57.9 million for the nine months ended September 30, 2017. Cash provided by operating activities during the nine months ended September 30, 2017 was positively impacted by net income attributable to GEO,non-cash expenses such as depreciation and amortization, amortization of debt issuance costs, and stock-based compensation expense. Equity in earnings of affiliatestax negatively impacted cash. Changes in accounts receivable, prepaid expenses and other assets decreased in total by $5.6$27.5 million, representing a positive impact on cash. The decrease was primarily driven by the timing of billings and collections. Changes in accounts payable, accrued expenses and other liabilities decreased by $18.3$14.8 million which negatively impacted cash. The decrease was primarily driven by the timing of payments.

Additionally, cash provided by operating activities for the ninethree months ended September 30, 2017March 31, 2019 was negativelypositively impacted by an increasea decrease in changes in contract receivable of $163.1 million. This increase relates to costs incurred and estimated earnings in excess of billings related to our correctional facility in Ravenhall, Australia.Australia of $1.4 million which was a result of the timing of interest accruals and payments made towards the contract receivable.

Cash provided by operating activities during the three months ended March 31, 2018 was positively impacted by net income attributable to GEO,non-cash expenses such as depreciation and amortization, amortization of debt issuance costs, discount and/or premium and other non-cash interest, and stock-based compensation expense. Equity in earnings of affiliates, net of tax negatively impacted cash. Changes in accounts receivable, prepaid expenses and other assets decreased in total by $7.5 million, representing a positive impact on cash. The decrease was primarily driven by the timing of billings and collections. Changes in accounts payable, accrued expenses and other liabilities decreased by $17.6 million which negatively impacted cash. The decrease was primarily driven by the timing of payments. Additionally, cash provided by operating activities for the three months ended March 31, 2018 was positively impacted by a decrease in changes in contract receivable related to our prison project in Ravenhall, Australia of $6.3 million which was expected to grow as construction services were performed. In accordance witha result of payments made towards the contract the project would not be billed out until completion and commercial acceptance ofreceivable now that the facility by the State. The facility was completed and accepted by the State during the fourth quarter of 2017.is in operation.

Investing Activities

Cash used in investing activities of $152.0$29.4 million during the ninethree months ended September 30,March 31, 2019 was primarily the result of capital expenditures of $28.1 million. Cash used in investing activities of $44.4 million during the three months ended March 31, 2018 was primarily the result of capital expenditures of $161.5$52.1 million. Cash used in investing activities of $460.6 million during the nine months ended September 30, 2017 was primarily the result of capital expenditures of $104.1 million and our acquisition of CEC, net of cash acquired of $353.6 million.

Financing Activities

Cash used in financing activities during the ninethree months ended September 30, 2018March 31, 2019 was approximately $69.6$30.7 million compared to cash provided byused in financing activities of $387.0$49.0 million during the ninethree months ended September 30, 2017.March 31, 2018. Cash used in financing activities during the ninethree months ended September 30, 2018March 31, 2019 was primarily the result of dividends paid of $172.3 million, payments for repurchases of common stock of $70.4$57.9 million, payments on long-term debt of $186.0$96.9 million and payments onnon-recourse debt of $9.6$2.1 million. These decreases were partially offset by proceeds from long-term debt of $372.0$130.0 million. Cash provided byused in financing activities during the ninethree months ended September 30, 2017March 31, 2018 was primarily the result of proceeds from long-term debt of $1,324.9 million which included proceeds received from our Term Loan which$102.0 million. This increase was modified on March 23, 2017. Additionally, we had proceeds fromnon-recourse debt of $123.8 million related to construction draws for our correctional facility in Ravenhall, Australia and proceeds from the issuance of common stock under our prospectus supplement of $275.9 million. These increases were partially offset by a decrease for dividends paid of $169.2$58.2 million, payments for repurchases of our common stock of $40.2 million, payments on long-term debt of $1,093.1$43.0 million and payments onnon-recourse debt of $68.9$5.6 million.

Non-GAAP Measures

Funds from Operations (“FFO”) is a widely accepted supplementalnon-GAAP measure utilized to evaluate the operating performance of real estate investment trusts. It is defined in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income (loss) attributable to common shareholders (computed in accordance with Generally Accepted Accounting Principles), excluding real estate related depreciation and amortization, excluding gains and losses from the cumulative effects of accounting changes, extraordinary items and sales of properties, and including adjustments for unconsolidated partnerships and joint ventures.

We also present Normalized Funds From Operations, or Normalized FFO, and Adjusted Funds from Operations, or AFFO, as supplementalnon-GAAP financial measures of real estate investment trusts’ operating performances.performance.

Normalized FFO is defined as FFO adjusted for certain items which by their nature are not comparable from period to period or that tend to obscure the Company’s actual operating performance, including for the periods presented mergers and acquisitions (“M&A”) related expenses, pre-tax, loss on extinguishment of debt,start-up expenses, pre-tax, legal related expenses, pre-tax, CEC escrow releases, pre-tax, the Net Tax Cuts and Jobs Act impact and the tax effect of those adjustments.adjustments to FFO.

AFFO is defined as Normalized FFO adjusted by addingnon-cash expenses such asnon-real estate related depreciation and amortization, stock based compensation expense, the amortization of debt issuance costs, discount and/or premium and othernon-cash interest, and by subtracting recurring consolidated maintenance capital expenditures.

Because of the unique design, structure and use of our correctional facilities, we believe that assessing the performance of our correctional facilities without the impact of depreciation or amortization is useful and meaningful to investors. Although NAREIT has published its definition of FFO, companies often modify this definition as they seek to provide financial measures that meaningfully reflect their distinctive operations. We have modified FFO to derive Normalized FFO and AFFO that meaningfully reflect our operations.

Our assessment of our operations is focused on long-term sustainability. The adjustments we make to derive thenon-GAAP measures of Normalized FFO and AFFO exclude items which may cause short-term fluctuations in net income attributable to GEO but have no impact on our cash flows, or we do not consider them to be fundamental attributes or the primary drivers of our business plan and they do not affect our overall long-term operating performance. We may make adjustments to FFO from time to time for certain other income and expenses that do not reflect a necessary component of our operational performance on the basis discussed above, even though such items may require cash settlement. Because FFO, Normalized FFO and AFFO exclude depreciation and amortization unique to real estate as well asnon-operational items and certain other charges that are highly variable from year to year, they provide our investors with performance measures that reflect the impact to operations from trends in occupancy rates, per diem rates, operating costs and interest costs, providing a perspective not immediately apparent from net income attributable to GEO.

We believe the presentation of FFO, Normalized FFO and AFFO provide useful information to investors as they provide an indication of our ability to fund capital expenditures and expand our business. FFO, Normalized FFO and AFFO provide disclosure on the same basis as that used by

our management and provide consistency in our financial reporting, facilitate internal and external comparisons of our historical operating performance and our business units and provide continuity to investors for comparability purposes. Additionally, FFO, Normalized FFO and AFFO are widely recognized measures in our industry as a real estate investment trust.

Our reconciliation of net income attributable to The GEO Group, Inc. to FFO, Normalized FFO and AFFO for the three and nine months ended September 30,March 31, 2019 and 2018 and 2017 is as follows (in thousands):

 

  Three Months Ended Nine Months Ended   Three Months Ended 
  September 30,
2018
 September 30,
2017
 September 30,
2018
 September 30,
2017
   March 31, 2019   March 31, 2018 

Net income attributable to The GEO Group, Inc.

  $39,289  $38,489  $111,697  $109,884   $40,705   $34,987 

Add (Subtract):

         

Real estate related depreciation and amortization

   17,634  16,782  52,531  48,718    18,103    17,388 

Gain (loss) on sale of real estate assets *

   2,209   —    2,701  (261

(Gain)/loss on real estate assets

   1,497    (98
  

 

  

 

  

 

  

 

   

 

   

 

 

NAREIT Defined FFO

  $59,132  $55,271  $166,929  $158,341   $60,305   $52,277 

Add (Subtract):

         

Net Tax Cuts and Jobs Impact

   —     —    304   —   

Start-up expenses,pre-tax

   3,728   —    3,826   —   

Legal related expenses,pre-tax

   —     —    4,500   —   

CEC escrow releases,pre-tax

   —     —    (2,273  —   

M&A related expenses,pre-tax

   —    4,974   —    17,930 

Loss on extinguishment of debt

   —     —    574   —   

Tax effect of adjustments to Funds From Operations **

   74  (1,430 (639 (3,953

Net Tax Cuts and Jobs Act Impact

   —      304 

Tax effect of adjustments to Funds From Operations *

   (45   —   
  

 

  

 

  

 

  

 

   

 

   

 

 

Normalized Funds from Operations

  $62,934  $58,815  $173,221  $172,318   $60,260   $52,581 
  

 

  

 

  

 

  

 

   

 

   

 

 

Add (Subtract):

         

Non-real estate related depreciation and amortization

   13,663  14,867  42,005  43,746    14,366    14,538 

Consolidated maintenance capital expenditures

   (6,162 (5,822 (17,561 (17,179   (3,634   (5,323

Stock-based compensation expense

   5,564  4,859  16,351  14,852    6,727    5,827 

Amortization of debt issuance costs, discount and/or premium and othernon-cash interest

   1,868  4,246  5,860  11,922    2,563    2,138 
  

 

  

 

  

 

  

 

   

 

   

 

 

Adjusted Funds from Operations

  $77,867  $76,965  $219,876  $225,659   $80,282   $69,761 
  

 

  

 

  

 

  

 

   

 

   

 

 

 

*

No tax impact

**

Tax effect of adjustments relate to M&A related expenses, legal related expenses,start-up expenses and CEC escrow releasesgain/loss on real estate assets

Outlook

The following discussion contains statements that are not historical statements and, therefore, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied in the forward-looking statements. Please refer to “Part I - Item 1A. Risk Factors” and the “Forward Looking Statements - Safe Harbor” sections in our Annual Report on Form10-K for the fiscal year ended December 31, 2017,2018, as well as the “Forward-Looking Statements - Safe Harbor” section and other disclosures contained in this Form10-Q for further discussion on forward-looking statements and the risks and other factors that could prevent us from achieving our goals and cause the assumptions underlying the forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements.

Revenue

We continue to be encouraged by the current landscape of growth opportunities; however any positive trends may, to some extent, be adversely impacted by government budgetary constraints or any changes to a government’s willingness to maintain or grow public-private partnerships in the future. While state finances overall are stable, future budgetary pressures may cause state correctional agencies to pursue a number of cost savings initiatives which may include reductions in per diem rates and/or the scope of services provided by private operators. These potential cost savings initiatives could have a material adverse impact on our current operations and/or our ability to pursue new business opportunities. Additionally, if state budgetary constraints, as discussed above, persist or intensify, our state customers’ ability to pay us may be impaired and/or we may be forced to renegotiate our management contracts on less favorable terms and our financial condition, results of operations or cash flows could be materially adversely impacted. We plan to actively bid on any new projects that fit our target profile for profitability and operational risk. Although we are pleased with the overall industry outlook, positive trends in the industry may be offset by several factors, including budgetary constraints, contract modifications, contract terminations, contractnon-renewals, and/or contractre-bids and the impact of any other potential changes to the willingness to maintain or grow public-private partnerships on the part of other government agencies. We believe we have a strong relationship with our government partners and we believe that we operate facilities that maximize security and efficiency while offering our suite of GEO Continuum of Care services and resources.

Although we have historically had a relatively high contract renewal rate, there can be no assurance that we will be able to renew our expiring management contracts on favorable terms, or at all. Also, while we are pleased with our track record inre-bid situations, we cannot assure that we will prevail in any such future situations.

Internationally, we are exploring a number of opportunities in our current markets and will continue to actively bid on any opportunities that fit our target profile for profitability and operational risk. In September 2014, we announced that a consortium led by us and comprised of The GEO Group Australia Pty. Ltd., John Holland Construction and Honeywell signed a contract with the Department of Justice in the State of Victoria for the development and operation of a1,300-bed capacity correctional facility in Ravenhall, Australia. The Ravenhall facility was developed under a public-private partnership financing structure with a capital contribution from us, which was made in January 2017, of approximately AUD 115 million, or $83.1 million, based on exchange rates as of September 30, 2018, and we anticipate returns on investment consistent with our company-owned facilities. The project was completed during the fourth quarter of 2017 and is now operational. On March 29, 2018, we announced that our transportation joint venture in the United Kingdom, GEO Amey, has signed a contract with Scottish Prison Service for the provision of court custody and prisoner escort services in Scotland. The contract will have a base term of eight years effective January 26, 2019 with a renewal option of four years and is expected to have an average annual revenue of approximately $39 million. In New South Wales, Australia we are developing a489-bed expansion at the Junee Correctional Centre which is expected to be completed during the forth quarter of 2019. We are also constructing a137-bed expansion at the Fulham Correctional Centre in Victoria, Australia. With respect to the Parklea CenterCorrectional Centre in Australia, we were unfortunately unsuccessful during the current competitive rebid process and will be transitioninghave transitioned the management contract in March of 2019. In addition, we were recently informed by the State of Queensland, Australia that the Arthur Gorrie Correctional Centre will be transitioned to government operation between the end of 2019 and the first quarter of 2020.

With respect to our reentry services, electronic monitoring services, and youth services business conducted through our GEO Care business segment, we are currently pursuing a number of business development opportunities. RelativeRelated to opportunities for community-based reentry services, we are working with our existing federal, state, and local correctional clients to leverage new opportunities for both residential reentry facilities as well asnon-residential day reporting centers. We continue to expend resources on informing federal, state and local governments about the benefits of public-private partnerships, and we anticipate that there will be new opportunities in the future as those efforts continue to yield results. We believe we are well positioned to capitalize on any suitable opportunities that become available in this area.

Operating Expenses

Operating expenses consist of those expenses incurred in the operation and management of our contracts to provide services to our governmental clients. Labor and related costs represented 58.5%57.6% of our operating expenses during the ninethree months ended September 30, 2018.March 31, 2019. Additional significant operating expenses include food, utilities and inmate medical costs. During the ninethree months ended September 30, 2018,March 31, 2019, operating expenses totaled 75.0%74.8% of our consolidated revenues. OurWe expect our operating expenses as a percentage of revenues in 20182019 will be impacted by the opening of any new or existing idle facilities as a result of the cost of transitioning and/orstart-up operations related to a facility opening. During 2018,2019, we will incur carrying costs for facilities that are currently vacant. As of September 30, 2018,March 31, 2019, our worldwide operations include the management and/or ownership of approximately 96,00095,000 beds at 136134 correctional and detention facilities, including idle facilities, projects under development and recently awarded contracts, and also include the provision of community supervision services for more than 192,000210,000 offenders and pretrial defendants, including approximately 100,000 individuals through an array of technology products including radio frequency, GPS, and alcohol monitoring devices.

General and Administrative Expenses

General and administrative expenses consist primarily of corporate management salaries and benefits, professional fees and other administrative expenses. During the ninethree months ended September 30, 2018,March 31, 2019, general and administrative expenses totaled 7.9%7.6% of our consolidated revenues. We expect general and administrative expenses as a percentage of revenues in 20182019 to remain consistent or decrease as a result of cost savings initiatives. We expect business development costs to remain consistent or increase slightly as we pursue additional business development opportunities in all of our business lines. We also plan to continue expending resources from time to time on the evaluation of potential acquisition targets.

Idle Facilities

As of September 30, 2018, weWe are currently marketing approximately 4,7002,300 vacant beds at fourthree of our U.S. Corrections & Detention idle facilities to potential customers. The annual carrying cost of our idle facilities in 20182019 is estimated to be $17.6$11.5 million, including depreciation expense of $4.0$1.0 million. As of September 30, 2018,March 31, 2019, these three facilities had a net book value of $124.1$27.8 million. In May 2019, the Company entered into a contract for the reactivation of its company-owned1,800-bed North Lake Correctional Facility located in Baldwin, Michigan which was included in its idle facilities being marketed at March 31, 2019. The contract is expected to generate approximately $37 million in incremental annualized revenues. Refer to Note 17 - Subsequent Events of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further discussion. We currently do not have any firm commitment or agreement in place to activate thesethe remaining facilities. Historically, some facilities have been idle for multiple years before they received a new contract award.award as was the case for our company-owned North Lake Correctional Facility as discussed above. These idle facilities are included in the U.S. Corrections & Detention segment. The per diem rates that we charge our clients often vary by contract across our portfolio. However, if all of thesethree remaining idle facilities were to be activated using our U.S. Corrections & Detention average per diem rate in 20182019 (calculated as the U.S. Corrections & Detention revenue divided by the number of U.S. Corrections & Detention mandays) and based on the average occupancy rate in our U.S. Corrections & Detention facilities through September 30, 2018,March 31, 2019, we would expect to receive incremental annualized revenue of approximately $105$55 million and an annualized increase in earnings per share of approximately $0.15$0.05 to $0.20$0.10 per share based on our average U.S. Corrections and Detention operating margin.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk

We are exposed to market risks related to changes in interest rates with respect to our Credit Facility. Payments under the Credit Facility are indexed to a variable interest rate. Based on borrowings outstanding under the Credit Facility of approximately $1,244$1,314 million and approximately $70$62 million in outstanding letters of credit, as of September 30, 2018,March 31, 2019, for every one percent increase in the average interest rate applicable to the Credit Facility, our total annual interest expense would increase by approximately $12$13 million.

We have entered into certain interest rate swap arrangements for hedging purposes, fixing the interest rates on our Australiannon-recourse debt related to our Ravenhall Project to 4.2% during the operating phase. The difference between the floating rate and the swap rate on these instruments is recognized in interest expense within the respective entity. Because the interest rates with respect to these instruments are fixed, a hypothetical one percent change in the current interest rate would not have a material impact on our financial condition or results of operations.

Additionally, we invest our cash in a variety of short-term financial instruments to provide a return. These instruments generally consist of highly liquid investments with original maturities at the date of purchase of three months or less. While these instruments are subject to interest rate risk, a hypothetical 100 basis point increase or decrease in market interest rates would not have a material impact on our financial condition or results of operations.

Foreign Currency Exchange Rate Risk

We are also exposed to market risks related to fluctuations in foreign currency exchange rates between the U.S. dollar, and the Australian dollar, the South African Rand and the British Pound currency exchange rates. Based upon our foreign currency exchange rate exposure at September 30, 2018,March 31, 2019, every 10 percent change in historical currency rates would have approximately a $4.6$5.3 million effect on our financial position and approximately a $1 million impact on our results of operations during the ninethree months ended September 30, 2018.March  31, 2019.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act), as of the end of the period covered by this report. On the basis of this review, our management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed in our reports filed with the SEC, under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

It should be noted that the effectiveness of our system of disclosure controls and procedures is subject to certain limitations inherent in any system of disclosure controls and procedures, including the exercise of judgment in designing, implementing and evaluating the controls and procedures, the assumptions used in identifying the likelihood of future events, and the inability to eliminate misconduct completely. Accordingly, there can be no assurance that our disclosure controls and procedures will detect all errors or fraud. As a result, by its nature, our system of disclosure controls and procedures can provide only reasonable assurance regarding management’s control objectives.

Changes in Internal Control Over Financial Reporting.

Our management is responsible to report any changes in our internal control over financial reporting (as such term is defined in Rules13a-15(f) and15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management believes that there have not been any changes in our internal control over financial reporting (as such term is defined in Rules13a-15(f) and15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. WeWith respect to the adoption of ASC Topic 842, “Leases” on January 1, 2019, we implemented certain internal controls to ensure we adequately evaluated our lease contracts and properly assessed the impact of the new accounting standard related to revenue recognition on our financial statements, including relevant disclosures, to

facilitate itsthis adoption on January 1, 2018.2019. There were no significant changes to our internal control over financial reporting during the quarter ended March 31, 2019 due to the adoption of this standard. Refer to Note 2 - Leases of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for additional disclosures required under the new standard.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The information required herein is incorporated by reference from Note 13 –12 - Commitments, Contingencies and Other in the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q.

ITEM 1A. RISK FACTORS.

Item 1A of Part I of our Annual Report on Form10-K for the year ended December 31, 20172018 (the “2018Form 10-K”) includes a detailed discussion of the risk factors that could materially affect our business, financial condition or future prospects. There have been noSet forth below is a discussion of the material changes toin our risk factors.factors previously disclosed in the 2018 Form10-K. The information below updates, and should be read in conjunction with, the risk factors in our 2018 Form10-K. We encourage you to read these risk factors in their entirety.

Public resistance to the use of public-private partnerships for correctional, detention and community-based facilities could result in our inability to obtain new contracts or the loss of existing contracts, impact our ability to obtain or refinance debt financing or enter into commercial arrangements, which could have a material adverse effect on our business, financial condition and results of operations.

The management and operation of correctional, detention and community-based facilities under public-private partnerships has not achieved complete acceptance by either government agencies or the public. Some governmental agencies have limitations on their ability to delegate their traditional management responsibilities for such facilities to private companies or they may be instructed by a governmental agency or authority overseeing them to reduce their utilization or scope of public-private partnerships or undertake additional reviews of their public-private partnerships. Additional legislative or policy changes or prohibitions could occur that further increase these limitations or instructions. In addition, the movement toward using public-private partnerships for such facilities has encountered resistance from groups which believe that correctional, detention and community-based facilities should only be operated by governmental agencies. For example, JP Morgan Chase and Wells Fargo recently announced that they will not be renewing existing agreements or entering into new agreements with companies that operate correctional, detention and community-based facilities pursuant to public-private partnerships. While we believe we will continue to have access to cost-effective capital to support the growth and expansion of our high-quality services, if other banks or third parties that currently provide us with debt financing or that we do business with decide in the future to cease providing us with debt financing or doing business with us, such determinations could have a material adverse effect on our business, financial condition and results of operations. Increased public resistance to the use of public-private partnerships for correctional, detention and community-based facilities in any of the markets in which we operate, as a result of these or other factors, could have a material adverse effect on our business, financial condition and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Period

  Total Number of
Shares Purchased (1)
   Average Price
Paid per Share
   Total Number of
Shares Purchased
as Part of Publicly
Announced
Plans or Programs
   Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under
the Plans or Programs
(in millions) (2)
 

July 1, 2018 – July 31, 2018

   1,213   $25.52    —     $129.6 

August 1, 2018 – August 31, 2018

   1,189   $25.17    —     $129.6 

September 1, 2018 – September 30, 2018

   —     $—      —     $129.6 
  

 

 

     

 

 

   

Total

   2,402      —     
  

 

 

     

 

 

   

Period

  Total Number of
Shares Purchased (1)
   Average Price
Paid per Share
   Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
   Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs (in millions)
(2)
 

January 1, 2019 - January 31, 2019

   —     $—      —     $104.8 

February 1, 2019 - February 28, 2019

   —     $—      —     $104.8 

March 1, 2019 - March 31, 2019

   197,591   $23.60    —     $104.8 
  

 

 

     

 

 

   

Total

   197,591      —     
  

 

 

     

 

 

   

 

(1)

The Company withheld 2,402197,591 shares through net share settlements to satisfy minimum statutory tax withholding requirements upon vesting of shares of restricted stock held by employees. These purchases were not made as part of a publicly announced plan or program.

(2)

On February 14, 2018, we announced that our Board of Directors authorized a stock buyback program authorizing us to repurchase up to $200.0 million of our shares of common stock. The program is effective through October 20, 2020. There were no shares of our common stock repurchased under the stock buyback program during the three months ended September 30, 2018.March 31, 2019.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.

(A) Exhibits

 

    3.110.1  Amendment toSenior Officer Employment Agreement, dated July 21, 2014, by and between the Second AmendedCompany and Restated Bylaws of The GEO Group, Inc., effective July  6, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s report on FormAnn Schlarb8-K filed on July 11, 2018).*
    3.2Amendment to the Second Amended and Restated Bylaws of The GEO Group, Inc., effective September  10, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s report on Form8-K filed on September 13, 2018).
31.1  SECTION 302 CEO Certification.
31.2  SECTION 302 CFO Certification.
32.1  SECTION 906 CEO Certification.
32.2  SECTION 906 CFO Certification.
101.INS  XBRL Instance Document
101.SCH  XBRL Taxonomy Extension Schema
101.CAL  XBRL Taxonomy Extension Calculation Linkbase
101.DEF  XBRL Taxonomy Extension Definition Linkbase
101.LAB  XBRL Taxonomy Extension Label Linkbase
101.PRE  XBRL Taxonomy Extension Presentation Linkbase

*

Filed herewith.

Management contract or compensatory plan, contract or agreement as defined in Item 402(a)(3) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   THE GEO GROUP, INC.
Date: November 8, 2018May 6, 2019   /s/ Brian R. Evans
   Brian R. Evans
   Senior Vice President & Chief Financial Officer
   (duly authorized officer and principal financial officer)

 

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