[10-Q] The GEO Group, Inc. Quarterly Earnings Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from ______ to_______
Commission file number:
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(Former name, former address and former fiscal year if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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 Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 4, 2025, the registrant had
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION |
3 |
ITEM 1. FINANCIAL STATEMENTS |
3 |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 |
3 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 |
4 |
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024 |
5 |
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 |
6 |
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
7 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
35 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
54 |
ITEM 4. CONTROLS AND PROCEDURES |
54 |
PART II - OTHER INFORMATION |
55 |
ITEM 1. LEGAL PROCEEDINGS |
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ITEM 1A. RISK FACTORS |
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES |
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ITEM 4. MINE SAFETY DISCLOSURES |
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ITEM 5. OTHER INFORMATION |
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ITEM 6. EXHIBITS |
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SIGNATURES |
60 |
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE GEO GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2025 AND 2024
(In thousands, except per share data)
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Three Months Ended |
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Six Months Ended |
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June 30, 2025 |
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June 30, 2024 |
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June 30, 2025 |
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June 30, 2024 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Operating expenses |
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Depreciation and amortization |
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General and administrative expenses |
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Operating income |
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Interest income |
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Interest expense |
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Loss on extinguishment of debt |
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Other income |
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Loss on asset divestitures/impairment |
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Income (loss) before income taxes and equity in earnings of affiliates |
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Provision for (benefit from) income taxes |
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Equity in earnings of affiliates, net of income tax provision of |
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Net income (loss) |
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Net loss attributable to noncontrolling interests |
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Net income (loss) attributable to The GEO Group, Inc. |
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$ |
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$ |
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$ |
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Weighted-average common shares outstanding: |
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Basic |
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Diluted |
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Net income (loss) per common share attributable to The GEO Group, Inc.: |
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Basic: |
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Net income (loss) per common share attributable to The GEO Group Inc.-basic |
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$ |
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$ |
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$ |
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Diluted: |
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Net income (loss) per common share attributable to The GEO Group, Inc.-diluted |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
THE GEO GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2025 AND 2024
(In thousands)
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Three Months Ended |
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Six Months Ended |
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June 30, 2025 |
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June 30, 2024 |
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June 30, 2025 |
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June 30, 2024 |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments |
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Change in marketable securities, net of tax provision of $ |
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Pension liability adjustment, net of tax provision (benefit) |
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Change in fair value of derivative instrument |
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Total other comprehensive income (loss), net of tax |
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Total comprehensive income (loss) |
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Comprehensive loss attributable to noncontrolling interests |
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Comprehensive income (loss) attributable to The GEO Group, Inc. |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
THE GEO GROUP, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2025 AND DECEMBER 31, 2024
(In thousands, except share data)
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June 30, 2025 |
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December 31, 2024 |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash and cash equivalents |
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Accounts receivable, net of credit loss reserve of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Restricted Cash and Investments |
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Property and Equipment, Net |
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Assets Held for Sale |
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Operating Lease Right-of-Use Assets, Net |
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Deferred Income Tax Assets |
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Goodwill |
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Intangible Assets, Net |
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Other Non-Current Assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current Liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued payroll and related taxes |
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Accrued expenses and other current liabilities |
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Operating lease liabilities, current portion |
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Current portion of finance lease liabilities and long-term debt |
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Total current liabilities |
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Deferred Income Tax Liabilities |
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Other Non-Current Liabilities |
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Operating Lease Liabilities |
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Long-Term Debt, Net |
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Commitments, Contingencies and Other Matters (Note 11) |
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Shareholders’ Equity |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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Total shareholders’ equity attributable to The GEO Group, Inc. |
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Noncontrolling interests |
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Total shareholders’ equity |
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Total Liabilities and Shareholders’ Equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
THE GEO GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE SIX MONTHS ENDED
JUNE 30, 2025 AND 2024
(In thousands)
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Six Months Ended |
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June 30, 2025 |
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June 30, 2024 |
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Cash Flow from Operating Activities: |
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Net income (loss) |
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$ |
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$ |
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Net loss attributable to noncontrolling interests |
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Net income attributable to The GEO Group, Inc. |
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Adjustments to reconcile net income attributable to The GEO Group, Inc. to net cash |
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Depreciation and amortization expense |
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Stock-based compensation |
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Loss on extinguishment of debt |
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Amortization of debt issuance costs, discount and/or premium and other non-cash |
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Equity in earnings of affiliates, net of tax |
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Dividends received from unconsolidated joint ventures |
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AG真人官方ized/unrealized gain on investments |
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(Gain) loss on sale/disposal of property and equipment, net |
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Loss on asset divestitures/impairment |
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— |
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Changes in assets and liabilities, net of effects of acquisitions: |
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Changes in accounts receivable, prepaid expenses and other assets |
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Changes in accounts payable, accrued expenses and other liabilities |
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Net cash provided by operating activities |
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Cash Flow from Investing Activities: |
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Purchases of marketable securities |
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Proceeds from sale of marketable securities |
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Capital expenditures |
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Net cash used in investing activities |
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Cash Flow from Financing Activities: |
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Payments on long-term debt |
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Proceeds from issuance of long-term debt |
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— |
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Payments on revolver |
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— |
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Proceeds from revolver |
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Payments for call premiums |
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— |
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Taxes paid related to net share settlements of equity awards |
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Proceeds from issuance of common stock in connection with ESPP |
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Debt issuance costs |
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— |
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Proceeds from the exercise of stock options |
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Net cash used in financing activities |
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Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash |
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Net Decrease in Cash, Cash Equivalents and Restricted Cash |
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Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period |
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Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period |
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$ |
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$ |
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Supplemental Disclosures: |
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Non-cash Investing and Financing activities: |
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Right-of-use assets obtained from operating lease liabilities |
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$ |
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$ |
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Debt issuance costs in accrued expenses |
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$ |
— |
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$ |
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Capital expenditures in accounts payable and accrued expenses |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
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”) specialize in the ownership, leasing and management of secure facilities, processing centers and community reentry centers in the United States, Australia and South Africa. The Company owns, leases and operates a broad range of facilities including maximum, medium and minimum security facilities, processing centers, as well as community-based reentry facilities and offers an expanded delivery of rehabilitation services under its 'GEO Continuum of Care' platform. The 'GEO Continuum of Care' platform integrates enhanced rehabilitative 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 are state-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 individuals as contracted domestically and in the United Kingdom through its joint venture GEOAmey Ltd. (“GEOAmey”). At June 30, 2025, the Company’s worldwide operations include the management and/or ownership of approximately
The Company's unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the instructions to Form 10-Q and consequently do not include all disclosures required by Form 10-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 Form 10-K filed with the Securities and Exchange Commission on February 28, 2025 for the year ended December 31, 2024. The accompanying December 31, 2024 consolidated balance sheet has been derived from those audited financial statements. Additional information may be obtained by referring to the Company’s Form 10-K for the year ended December 31, 2024. 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 Form 10-Q have been made. Results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results for the entire year ending December 31, 2025, or for any other future interim or annual periods.
2. GOODWILL AND OTHER INTANGIBLE ASSETS
The Company has recorded goodwill as a result of its various 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.
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January 1, |
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Foreign Currency |
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June 30, 2025 |
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U.S. Secure Services |
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$ |
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$ |
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$ |
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Electronic Monitoring and Supervision Services |
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Reentry Services |
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International Services |
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Total Goodwill |
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$ |
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$ |
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$ |
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7
The Company has also recorded other finite and indefinite-lived intangible assets as a result of its various business combinations.
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June 30, 2025 |
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December 31, 2024 |
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Weighted |
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Gross |
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Accumulated |
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Net |
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Gross |
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Accumulated |
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Net |
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Facility management contracts |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Trade names |
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Indefinite |
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— |
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— |
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Total acquired intangible assets |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
( |
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$ |
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Amortization expense was $
Estimated amortization expense related to the Company's finite-lived intangible assets for the remainder of 2025 through 2029 and thereafter is as follows (in thousands):
Fiscal Year |
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Total |
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Remainder of 2025 |
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$ |
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2026 |
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2027 |
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2028 |
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2029 |
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Thereafter |
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$ |
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3. 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 June 30, 2025 and December 31, 2024 (in thousands):
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Fair Value Measurements at June 30, 2025 |
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Carrying Value at |
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Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted investment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rabbi Trusts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
Marketable equity and fixed income securities |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Other non-current assets |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Interest rate swap derivatives |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
8
|
|
|
|
|
Fair Value Measurements at December 31, 2024 |
|
||||||||||
|
|
Carrying Value at |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rabbi Trusts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
Marketable equity and fixed income securities |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Other non-current assets |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Interest rate swap derivatives |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
The Company’s Level 2 financial instruments included in the tables above as of June 30, 2025 and December 31, 2024 consist of interest rate swap derivative assets/liabilities held by GEO, investments in equity and fixed income securities held in the Company’s captive insurance subsidiary, Florina Insurance Company, Inc. ("Florina"), the Company's rabbi trust established for employer contributions to The GEO Group, Inc. Non-qualified Deferred Compensation Plan and other non-current assets which include the cash surrender value of company-owned life insurance policies. The Company's Level 1 financial instruments included in the table above as of June 30, 2025 consist of money market funds held in Florina and money market funds held in the Company's rabbi trust established for its Executive Chairman's retirement account.
The interest rate swap derivative assets are valued using a discounted cash flow model based on projected borrowing rates. The Company's restricted investment in the rabbi trust for The GEO Group, Inc. Non-qualified Deferred Compensation Plan 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 accounts. The underlying assets are equity and fixed income pooled funds. The marketable equity and fixed income securities are valued using quoted rates. The company-owned life insurance policies included in other non-current assets are valued at their cash surrender values.
9
4. 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.
|
|
|
|
|
Estimated Fair Value Measurements at June 30, 2025 |
|
||||||||||||||
|
|
Carrying Value as |
|
|
Total Fair |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings under credit agreement |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|||
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
|
|
|
|
|
Estimated Fair Value Measurements at December 31, 2024 |
|
||||||||||||||
|
|
Carrying Value as |
|
|
Total Fair |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings under credit agreement |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|||
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
The fair values of the Company’s cash and cash equivalents, and restricted cash and investments approximates the carrying values of these assets at June 30, 2025 and December 31, 2024. 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. It also includes cash on hand in the Company’s captive insurance subsidiary, Florina. The fair value of the money market funds and bank deposits is based on quoted market prices (Level 1).
As of June 30, 2025 and December 31, 2024, the recurring fair values of the Company's
As of December 31, 2024, the fair values of the Company's
10
5. 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:
|
|
June 30, |
|
|
June 30, |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash and cash equivalents - current |
|
|
— |
|
|
|
|
|
Restricted cash and investments - non-current |
|
|
|
|
|
|
||
Less Restricted investments - non-current |
|
|
( |
) |
|
|
( |
) |
Total cash, cash equivalents and restricted cash and cash |
|
$ |
|
|
$ |
|
||
Amounts included in restricted cash and cash equivalents are attributable to certain contractual cash restriction requirements at the Company's wholly owned Australian subsidiary, asset replacement funds contractually required to be maintained and other guarantees and cash on hand in the Company’s captive insurance subsidiary, Florina. 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, its rabbi trust established for its Executive Chairman's retirement account held in a money market fund, investments in equity and fixed income securities and money market funds held in the Company’s captive insurance subsidiary, Florina, and certain contractual cash requirements at the Company’s wholly owned Australian subsidiary related to certain performance guarantees at its Ravenhall facility. The investments held in the rabbi trust related to The GEO Group, Inc. Non-Qualified Deferred Compensation Plan and the investments in equity and fixed income mutual funds held in Florina are restricted investments that are not considered to be restricted cash and cash equivalents in the accompanying consolidated statements of cash flows. Refer to Note 3 - Financial Instruments.
6. SHAREHOLDERS’ EQUITY
The following tables present the changes in shareholders’ equity that are attributable to the Company’s shareholders and to noncontrolling interests for the three and six months ended June 30, 2025 and 2024 (in thousands):
|
|
Common shares |
|
|
Additional |
|
|
|
|
|
Accumulated |
|
|
Treasury shares |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Retained Earnings |
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
Interests |
|
|
Equity |
|
|||||||||
For the Three Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, April 1, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|||||
Proceeds from exercise |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Restricted stock canceled |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Other comprehensive income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Balance, June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|||||
11
|
|
Common shares |
|
|
Additional |
|
|
|
|
|
Accumulated |
|
|
Treasury shares |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Retained Earnings (Accumulated Deficit) |
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
Interests |
|
|
Equity |
|
|||||||||
For the Three Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, April 1, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
Proceeds from exercise of |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Restricted stock granted |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
- |
|
||
Restricted stock canceled |
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
- |
|
|
Issuance of common |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Reissuance of treasury shares [2] |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
- |
|
|||
Shares withheld for net |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Issuance of common |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other comprehensive income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Balance, June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
|
|
Common shares |
|
|
Additional |
|
|
|
|
|
Accumulated |
|
|
Treasury shares |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Retained Earnings |
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
Interests |
|
|
Equity |
|
|||||||||
For the Six Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance January 1, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|||||
Proceeds from exercise of |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Restricted stock granted |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Restricted stock canceled |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Shares withheld for net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Issuance of common |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Other comprehensive income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Balance, June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
— |
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|||||
|
|
Common shares |
|
|
Additional |
|
|
|
|
|
Accumulated |
|
|
Treasury shares |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Retained Earnings (Accumulated Deficit) |
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
Interests |
|
|
Equity |
|
|||||||||
For the Six Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, January 1, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
Proceeds from exercise |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Restricted stock granted |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
- |
|
||
Restricted stock canceled |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
- |
|
Shares withheld for net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Issuance of common |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Reissuance of treasury shares [2] |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
- |
|
||
Issuance of common shares [2] |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other comprehensive |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
12
[1]
of restricted stock held by employees.
[2]
Exchangeable Senior Notes in private exchange transactions for an exchange value of approximately $
consisted of cash of $
issued
Automatic Shelf Registration on Form S-3
On October 30, 2023, the Company filed an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) that enables the Company to offer for sale, from time to time and as the capital markets permit, an unspecified amount of common stock, preferred stock, debt securities, guarantees of debt securities, warrants and units. The shelf registration statement became automatically effective upon filing and is valid for three years.
Prospectus Supplement
On December 28, 2023, 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 our common stock at an aggregate offering price of up to $
Comprehensive Income (Loss)
Comprehensive income (loss) represents the change in shareholders' equity from transactions and other events and circumstances arising from non-shareholder sources. The Company's total comprehensive income (loss) is comprised of net income (loss) attributable to GEO, net loss 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, marketable securities and pension liability adjustments within shareholders' equity and comprehensive income (loss).
The components of accumulated other comprehensive loss attributable to GEO within shareholders' equity are as follows:
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||||||
|
|
(In thousands) |
|
|||||||||||||||||
|
|
Foreign currency |
|
|
Change |
|
|
Change in marketable securities, net of tax |
|
|
Pension |
|
|
Total |
|
|||||
Balance, January 1, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Current-period other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Balance, June 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
Six Months Ended June 30, 2024 |
|
|||||||||||||
|
|
(In thousands) |
|
|||||||||||||
|
|
Foreign currency |
|
|
Change |
|
|
Pension |
|
|
Total |
|
||||
Balance, January 1, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Current-period other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance, June 30, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
7. EQUITY INCENTIVE PLANS
The Board adopted The GEO Group, Inc. Second Amended and Restated 2018 Stock Incentive Plan (the “Amended 2018 Plan”), which was approved by the Company's shareholders and became effective on May 3, 2024. The Amended 2018 Plan supersedes the previous 2018 Stock Incentive Plan. As of the date the Amended 2018 Plan was approved by the Company’s shareholders, it provided
13
for a reserve of an additional
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.
|
|
Shares |
|
|
Wtd. Avg. |
|
|
Wtd. Avg. |
|
|
Aggregate |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|
(in thousands) |
|
||||
Options outstanding at January 1, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options granted |
|
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|
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|
||||
Options exercised |
|
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( |
) |
|
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|
|||
Options forfeited/canceled/expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Options outstanding at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options vested and expected to vest at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options exercisable at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
14
During the six months ended June 30, 2025, the Company granted approximately
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 generally over either a three- or
A summary of the activity of restricted stock outstanding is as follows for the six months ended June 30, 2025:
|
|
Shares |
|
|
Wtd. Avg. |
|
||
|
|
(in thousands) |
|
|
|
|
||
Restricted stock outstanding at January 1, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
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|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited/canceled |
|
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( |
) |
|
|
|
|
Restricted stock outstanding at June 30, 2025 |
|
|
|
|
$ |
|
||
During the six months ended June 30, 2025, the Company granted approximately
The vesting of these performance-based restricted stock grants are subject to the achievement by GEO of
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 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 weighted average key assumptions: (i) volatility of
For the three months ended June 30, 2025 and 2024, the Company recognized $
15
Employee Stock Purchase Plan
The Company previously adopted The GEO Group Inc. 2011 Employee Stock Purchase Plan (the “Plan" or "ESPP”) effective July 9, 2011. The Company has since amended and restated the Plan (the “Amended ESPP”) which was approved by the Company’s shareholders on April 28, 2021 and became effective on July 9, 2021. The purpose of the Amended ESPP, which is qualified under Section 423 of the Code, 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
The Amended ESPP is considered to be non-compensatory. As such, there is no compensation expense required to be recognized. Share purchases under the Amended ESPP are made on the last day of each month. During the six months ended June 30, 2025 and 2024,
8. 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 common shares outstanding for the period.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Net loss attributable to noncontrolling interests |
|
|
|
|
|
|
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|
|
|
|
|
||||
Net income (loss) attributable to The GEO Group, Inc. |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Basic earnings (loss) per share attributable to The GEO Group, Inc. |
|
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|
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|
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|
||||
Weighted average shares outstanding |
|
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|
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|
|
|
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|
||||
Per share amount |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Diluted earnings (loss) per share attributable to The GEO Group, Inc. |
|
|
|
|
|
|
|
|
|
|
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|
||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of equity incentive plans |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Weighted average shares assuming dilution |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Per share amount |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
For the three months ended June 30, 2025,
For the three months ended June 30, 2024, as the Company experienced a net loss, no potential common shares were included in the computation of diluted loss per share as they would be antidilutive. There were
For the six months ended June 30, 2025,
For the six months ended June 30, 2024, as the Company experienced a net loss, no potential common shares were included in the computation of diluted loss per share as they would be antidilutive. There were
16
9. 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.
In August of 2019, the Company entered into
10. DEBT
Debt outstanding as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
Credit Agreement |
|
|
|
|
|
|
||
Term Loan |
|
$ |
|
|
$ |
|
||
Unamortized discount on term loan |
|
|
( |
) |
|
|
( |
) |
Unamortized debt issuance costs on term loan |
|
|
( |
) |
|
|
( |
) |
Revolver |
|
|
|
|
|
|
||
Total Credit Agreement |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Notes Due in 2029 |
|
|
|
|
|
|
||
Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Total 8.625% Secured Notes due 2029 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Notes Due in 2031 |
|
|
|
|
|
|
||
Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Total 10.25% Unsecured Notes due 2031 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Notes Due in 2026 |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Finance Lease Liabilities |
|
|
|
|
|
|
||
Other debt, net of unamortized debt issuance costs |
|
|
|
|
|
|
||
Total debt |
|
|
|
|
|
|
||
Current portion of finance lease liabilities and long-term debt |
|
|
( |
) |
|
|
( |
) |
Finance Lease Liabilities, long-term portion |
|
|
|
|
|
( |
) |
|
Long-Term Debt |
|
$ |
|
|
$ |
|
||
Senior Notes Offering and Credit Agreement
17
On April 18, 2024, the Company announced the closing of its private offering of $
The Company also entered into a credit agreement, dated April 18, 2024 (the "Credit Agreement") to, among other things, evidence and govern a first-lien senior secured revolving credit facility and the commitments thereunder, and a first-lien senior secured term loan facility. As of June 30, 2025, the aggregate principal amount of revolving credit commitments under the senior revolving credit facility was $
Secured Notes
Certain terms and conditions of the 2029 Indenture and the Secured Notes are as follows;
Maturity. The Secured Notes mature on
Interest. The Secured Notes accrue interest at a rate of
Issue Price. The Secured Notes were issued at par.
Guarantees. The Secured Notes are fully and unconditionally guaranteed by each of the Initial Guarantors (as defined in the 2029 Indenture) and may be guaranteed by additional subsidiaries of the Company when a subsidiary guarantees debt under the credit facilities (other than debt securities) and debt securities in an aggregate principal amount of at least $
Ranking. The Secured Notes and the Secured Note Guarantees are GEO and the Guarantors’ respective senior, secured obligations, and the indebtedness evidenced by the Secured Notes and the Secured Note Guarantees will rank equal in right of payment to all of GEO’s and the Guarantors’ other existing and future senior obligations, including the indebtedness under the Credit Agreement and the guarantees thereof; effectively senior in right of payment to all of GEO’s and the Guarantors’ existing and future unsecured indebtedness, including the Unsecured Notes, and the guarantees thereof, to the extent of the value of the Collateral (as defined below); senior in right of payment to any of GEO’s and the Guarantors’ future subordinated indebtedness; effectively junior in right of payment to any of GEO’s and the Guarantors’ future secured indebtedness that is secured by a lien on any assets not constituting Collateral, to the extent of the value of such assets; and structurally subordinated to all existing and future indebtedness and other liabilities of Subsidiaries that do not guarantee the Secured Notes and joint ventures, including trade payables.
Security. The Secured Notes and the Secured Note Guarantees are secured on a first-priority basis by the same collateral (the “Collateral”) that secures the obligations under the Credit Agreement in accordance with the terms of the 2029 Indenture and security agreements relating to the Collateral and instruments filed and recorded in appropriate jurisdictions to preserve and protect the liens on the Collateral (including, without limitation, mortgages, deeds of trust or deed to secure debt and financing statements under the Uniform Commercial Code of the relevant states applicable to the Collateral), each for the benefit of the Trustee, Collateral Agent and the holders of the Secured Notes.
Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Secured Notes.
Optional Redemption. On or after April 15, 2026, the Company may redeem all or a part of the Secured Notes (which includes Additional Notes (as defined in the 2029 Indenture), if any), upon not less than 10 nor more than 60 days’ notice, at the fixed redemption prices expressed as percentages of the principal amount set forth in the 2029 Indenture, plus accrued and unpaid interest, if any, on the Secured Notes redeemed, to, but excluding, the applicable redemption date, subject to the rights of holders of Secured Notes on the relevant record date to receive interest due on the relevant interest payment date if the Secured Notes have not been redeemed prior to such date. In addition, the Company may redeem up to
18
principal amount of the Secured Notes (which includes Additional Notes, if any), plus the Applicable Premium (as defined in the 2029 Indenture) as of the applicable redemption date, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, subject to the rights of holders of Secured Notes on the relevant record date to receive interest due on the relevant interest payment date if the Secured Notes have not been redeemed prior to such date. Additionally, during any twelve-month period prior to April 15, 2026, the Company shall be entitled at its option on one or more occasions to redeem the Secured Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed
Change of Control. If a Change of Control (as defined in the 2029 Indenture) occurs, the Company will offer a payment in cash equal to
Certain Covenants. The 2029 Indenture contains certain covenants that will limit, among other things, the Company’s and its Restricted Subsidiaries’ (as defined in the 2029 Indenture) ability to: incur additional indebtedness (including guarantees thereof); incur or create liens, other than Permitted Liens (as defined in the 2029 Indenture); make certain Restricted Payments (as defined in the 2029 Indenture); make certain investments; dispose of certain assets; allow to exist certain restrictions on the ability of the Company’s Restricted Subsidiaries to pay any dividend or make any other payment or distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests (as defined in the 2029 Indenture); engage in certain transactions with affiliates; and engage in any business other than Permitted Businesses (as defined in the 2029 Indenture). These covenants are subject to a number of important limitations and exceptions.
Events of Default. The 2029 Indenture contains customary events of default which could, subject to certain conditions, cause the Secured Notes to become immediately due and payable.
The Secured Notes are also subject to the terms of the First Lien Intercreditor Agreement (the “First Lien Intercreditor Agreement”), dated April 18, 2024, among GEO, GEOCH, the other grantors from time to time party thereto, Citizens Bank, N.A., as Credit Agreement Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, and Ankura Trust Company, LLC as Initial Additional Collateral Agent and Initial Additional Authorized Representative. The First Lien Intercreditor Agreement sets forth the relative rights and obligations of the holders of First Lien Secured Obligations (which means (i) all obligations as defined in the Credit Agreement, (ii) all obligations under the Secured Notes, the 2029 Indenture, the Secured Note Guarantees and the Security Documents (as defined in the 2029 Indenture), and (iii) any other indebtedness secured on a first lien pari passu basis with such obligations), in each case, with respect to shared Collateral.
Unsecured Notes
Certain terms and conditions of the 2031 Indenture and the Unsecured Notes are as follows:
Maturity. The Unsecured Notes mature on
Interest. The Unsecured Notes accrue interest at a rate of
Issue Price. The Unsecured Notes were issued at par.
Guarantees. The Unsecured Notes are fully and unconditionally guaranteed by each of the Initial Guarantors (as defined in the 2031 Indenture) and may be guaranteed by additional subsidiaries of the Company when a subsidiary guarantees debt under the credit facilities (other than debt securities) and debt securities in an aggregate principal amount of at least $
Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Unsecured Notes.
Optional Redemption. On or after April 15, 2027, the Company may redeem all or a part of the Unsecured Notes (which includes Additional Notes (as defined in the 2031 Indenture), if any), upon not less than 10 nor more than 60 days’ notice, at the fixed redemption prices expressed as percentages of the principal amount set forth in the 2031 Indenture, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to, but excluding, the applicable redemption date, subject to the rights of holders of Unsecured Notes on the relevant record date to receive interest due on the relevant interest payment date if the Unsecured Notes have not been redeemed prior to such date. In addition, the Company may redeem up to
19
proceeds of certain equity offerings at a redemption price of
Change of Control. If a Change of Control (as defined in the 2031 Indenture) occurs, the Company will offer a payment in cash equal to
Certain Covenants. The 2031 Indenture contains certain covenants that will limit, among other things, the Company’s and its Restricted Subsidiaries’ (as defined in the 2031 Indenture) ability to: incur additional indebtedness (including guarantees thereof); incur or create liens, other than Permitted Liens (as defined in the 2031 Indenture); make certain Restricted Payments (as defined in the 2031 Indenture); make certain investments; dispose of certain assets; allow to exist certain restrictions on the ability of the Company’s Restricted Subsidiaries to pay any dividend or make any other payment or distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests (as defined in the 2031 Indenture); engage in certain transactions with affiliates; and engage in any business other than Permitted Businesses (as defined in the 2031 Indenture). These covenants are subject to a number of important limitations and exceptions.
Events of Default. The 2031 Indenture contains customary events of default which could, subject to certain conditions, cause the Unsecured Notes to become immediately due and payable.
Credit Agreement
GEO and GEOCH, as borrowers (collectively, the “Credit Facility Borrowers”), entered into a Credit Agreement, dated April 18, 2024 (the “Credit Agreement”) to, among other things, evidence and govern a first-lien senior secured revolving credit facility (the “Revolving Credit Facility”; and the commitments thereunder, the “Revolving Credit Facility Commitments”) and a first-lien senior secured term loan facility (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facility”). As of June 30, 2025, the aggregate principal amount of revolving credit commitments under the Revolving Credit Facility was $
The loans under the Revolving Credit Facility (the “Revolving Credit Loans”) bear interest at a per annum rate equal to either
The Term Loans amortize at a rate equal to
20
Term Loan Facility and (ii)
The Revolving Credit Facility Commitments under the Revolving Credit Facility were scheduled to terminate, and the Revolving Credit Loans were scheduled to mature, on the earliest of (i)
The Credit Agreement contains certain customary representations and warranties, affirmative covenants and negative covenants, including restrictions on the ability of GEO and its restricted subsidiaries 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) engage in transactions with affiliates, (vii) cancel, forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value any subordinated indebtedness, except as permitted under applicable subordination terms, (viii) engage in other businesses, except as permitted, and (ix) materially impair the security interests securing the obligations under the Credit Agreement. The Credit Agreement also contains certain financial covenants, including a maximum total leverage ratio covenant, a maximum first lien leverage ratio covenant and a minimum interest coverage ratio covenant. In addition, the Credit Agreement restricts GEO from electing to be taxed as a real estate investment trust under the Internal Revenue Code. The Credit Agreement also contains certain customary events of default.
The Credit Facility guarantors will guarantee the obligations in respect of the commitments and loans under the Credit Agreement. The obligations of the Credit Facility Borrowers and the Credit Facility guarantors in respect of the Credit Agreement will be secured by first-priority liens on substantially all of their assets, including real property interests with respect to which the Credit Agreement requires the execution and delivery of a mortgage. The rights of the holders of the Secured Notes in the Collateral (including the right to exercise remedies) is subject to the First Lien Intercreditor Agreement.
As of June 30, 2025, the Company had $
On July 14, 2025 the Company amended its Credit Agreement dated as of April 18, 2024 which increased the Company's revolving credit commitments from $
6.50% Exchangeable Senior Notes due 2026
On February 24, 2021, the Company’s wholly owned subsidiary, GEOCH, completed a private offering of $
21
25, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders could have exchanged their Convertible Notes at any time, regardless of the foregoing circumstances. Upon exchange of a Convertible Note, GEO was to pay or deliver, as the case may be, cash or a combination of cash and shares of the Company’s common stock.
Upon conversion, the Company was to pay or deliver, as the case may be, cash or a combination of cash and shares of common stock. The initial conversion rate was
During 2024, the Company retired $
Other
In August of 2019, the Company entered into two identical notes in the aggregate amount of $
The Company was in compliance with its debt covenants at June 30, 2025.
Guarantees
Australia
The Company has entered into a guarantee in the form of a letter of credit in connection with the operating performance of a facility in Australia. The obligation amounted to approximately AUD
As of June 30, 2025, the Company also had four other letters of credit outstanding under separate international facilities relating to performance guarantees of its Australian subsidiary totaling AUD
Except as discussed above, the Company does not have any off-balance sheet arrangements.
11. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS
Litigation, Claims and Assessments
Immigration Detainee Litigation
Civil immigration detainees at the Aurora ICE Processing Center filed a class action lawsuit on October 22, 2014, against the Company in the U.S. District Court for the District of Colorado. The complaint alleges that the Company was in violation of the Colorado Minimum Wage Act ("CMWA") and the Federal Trafficking Victims Protection Act (“TVPA”). The complaint also claims that the Company was unjustly enriched based on the level of payment the detainees received for work performed in a Voluntary Work Program ("VWP") the Company is required to implement at the facility under the terms of its contract with the federal government. On July 6, 2015, the court found that detainees were not employees under the CMWA and dismissed this claim. On February 27, 2017, the court granted the plaintiffs' motion for class certification on the TVPA and unjust enrichment claims. The plaintiffs' 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. On October 18, 2022, the court issued an order granting plaintiffs’ motion for summary judgment on the Company’s affirmative defenses, denying the Company’s motion for summary judgment, motion to
22
dismiss, and motion for decertification of the class, narrowing the class period for plaintiffs’ TVPA claims, and otherwise ruling against the Company’s motions for relief. All trial dates were stayed by court order pending appeal of certain of GEO's defenses to the Tenth Circuit Court of Appeals. Oral argument before the Tenth Circuit was held on September 18, 2023. On October 22, 2024, the Tenth Circuit issued an Order finding appellate review of GEO’s claim of immunity was premature and, therefore, the Tenth Circuit was currently without jurisdiction to consider the merits of GEO’s claimed immunity. On January 13, 2025, GEO filed a Petition for Writ of Certiorari with the United States Supreme Court seeking review of the Tenth Circuit's decision. On June 2, 2025, the United States Supreme Court granted GEO’s Petition for Writ of Certiorari. All trial dates remain stayed.
The first of two State of Washington lawsuits, Nwauzor v. GEO Group, was filed on September 26, 2017, by immigration detainees against the Company in the U.S. District Court for the Western District of Washington. The second lawsuit 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. The plaintiffs claimed that State of Washington minimum wage laws should be enforced with respect to detainees who volunteer to participate in a VWP administered by GEO at the Northwest ICE Processing Center (the "Center") as required by the U.S. Department of Homeland Security under the terms of GEO’s contract. The Center houses people in the custody of federal immigration authorities while the federal government is determining their immigration status. In October 2021, an unfavorable jury verdict and court judgment resulting in a combined $
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. The California lawsuit alleges violations of the state’s minimum wage laws, violations of the TVPA and California's equivalent state statute, unjust enrichment, unfair competition and retaliation. The California court has certified a class of individuals who have been civilly detained at the Company's Adelanto Facility from December 19, 2014, until the date of final judgment. On March 31, 2022, the court entered a stay until the Ninth Circuit rules on the State of Washington lawsuits.
Current and former detainees of the Mesa Verde ICE Processing Center and the Golden State Annex ICE Processing Center filed a class action lawsuit on July 13, 2022, against the Company in the U.S. District Court for the Eastern District of California, Fresno Division. The complaint alleges that federal detainees who volunteer to participate in the VWP at GEO’s Mesa Verde and Golden State Annex ICE facilities are employees of GEO and entitled to the state’s minimum wage. Plaintiffs also make claims for unfair competition, unjust enrichment, human trafficking, forced labor, California's Private Attorneys General Act and retaliation. GEO filed both a motion to stay the action pending the Ninth Circuit's decision in the State of Washington lawsuits and a motion to dismiss the action in its entirety. On July 10, 2023, the court entered a stay until the Ninth Circuit rules on the State of Washington lawsuits. On February 10, 2025, the Court denied plaintiffs’ request to lift the stay until the Ninth Circuit rules on GEO’s Petition for Rehearing En Banc.
23
GEO believes it operates the VWP in full compliance with its contract with ICE and all applicable laws, regulations, and standards. GEO strongly disputes the claims made in these lawsuits, and intends to take all necessary steps to vigorously defend itself from these lawsuits. GEO has not recorded any accruals relating to these lawsuits at this time as losses are not considered probable.
Challenges to State Legislation that Conflict with Federal Contracts
On July 13, 2023, the Company filed a lawsuit in the U.S. District Court for the Western District of Washington against the State of Washington for declaratory and injunctive relief challenging the State of Washington’s newly enacted law – House Bill 1470. House Bill 1470 purports to empower state agencies with new rule making, inspection, investigation, and testing powers over the Northwest ICE Processing Center. House Bill 1470 also creates a statutory regime of civil penalties applicable to private detention facilities for violations of House Bill 1470 detention standards, and purports to create a private right of action for detainees aggrieved by violations of the statute. On March 8, 2024, the U.S. District Court for the Western District of Washington entered an order preliminarily enjoining the enforcement of House Bill 1470 against GEO as the operator of the Northwest ICE Processing Center. On April 29, 2024, the State of Washington filed a Notice of Appeal of the order preliminarily enjoining the enforcement of House Bill 1470. On February 14, 2025, the U.S. Court of Appeals for the Ninth Circuit heard arguments on the State of Washington’s appeal.
On April 15, 2024, the Company filed a lawsuit in the U.S. District Court for the District of New Jersey against the State of New Jersey for declaratory and injunctive relief challenging the State of New Jersey’s Assembly Bill 5207 – that purports to prohibit the operation of "private detention facilities" in the state, which would prevent the United States from using privately contracted detention facilities to house detainees in the custody of ICE. On April 25, 2024, the U.S. District Court for the District of New Jersey entered an order preliminarily enjoining the State of New Jersey from enforcing Assembly Bill 5207 against a private detention facility-including any owned by Plaintiff GEO until a further Order of the Court. On July 22, 2025, the Third Circuit Court of Appeals affirmed a U.S. District Court for the District of New Jersey decision in a similar case finding Assembly Bill 5207 unconstitutional.
On October 22, 2024, the Company filed a lawsuit in the U.S. District Court for the Eastern District of California against the State of California and the Kern County Public Health Department for declaratory and injunctive relief challenging the State of California’s newly enacted law – Senate Bill 1132. Senate Bill 1132 purports to empower state agencies with new inspection and investigation powers over GEO’s California facilities providing contracted services to ICE. Senate Bill 1132 also purports to impose standards prescribed by the Board of State and Community Corrections on GEO’s provision of contracted services to ICE in California. The State of California and Kern County filed a motion to dismiss on December 20, 2024. The U.S. District Court heard arguments on GEO’s motion for declaratory and injunctive relief and the defendants’ motion to dismiss on March 3, 2025. On May 5, 2025, the U.S. District Court for the Eastern District of California entered an order finding Senate Bill 1132 does not impose any standards on GEO’s provision of contracted services to ICE, and dismissing GEO’s suit with leave to amend.
Other Litigation
The nature of the Company's business also exposes it to various other legal claims or litigation, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by individuals in its care, medical malpractice claims, claims related to deaths in custody, 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 detainees, including damages arising from the escape of an individual in its care or from a disturbance or riot at a facility. Legal proceedings with respect to our facilities are unpredictable and, where material, can cause adverse effects, such as prompting modification or even termination of the underlying facility management contracts.
Other Assessment
A New Mexico non-income tax audit completed in 2016 included tax periods for which the state tax authority had previously 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 that was 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 Company appealed the administrative ruling. In February 2024, the Company received notice that the New Mexico Court of Appeals had ruled against its appeal. The Company appealed this ruling to the New Mexico Supreme Court by timely filing a Petition for Writ of Certiorari on April 19, 2024. On July 8,
24
2024, the New Mexico Supreme Court denied the Company's Petition for Writ of Certiorari. The Company had established an estimated liability (inclusive of both the audit period and the post-audit period) based on its estimate of the most probable loss based on the facts and circumstances known and the advice of outside counsel in connection with this matter. In July 2024, the Company made a payment of approximately $
Accruals for Legal Proceedings
The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. 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, including the modification or loss of one or more facility management contracts, or could result in a material impairment of the Company’s assets. The Company's accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The Company generally does not accrue for anticipated legal fees and costs but expenses those items as incurred.
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 active capital projects will be approximately $
Uncertain Tax Positions
A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. As of June 30, 2025, the Company had a total of approximately $
25
Idle Facilities
As of June 30, 2025, the Company was marketing (or awaiting activation of) nine idle facilities to potential customers. One of the facilities, Cheyenne Mountain Recovery Center, is under a contract which has yet to be activated. The carrying values of these idle facilities are included in Property and Equipment in the accompanying consolidated balance sheets.
|
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|
|
Secure |
|
|
Reentry |
|
|
Total |
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|||||
|
|
|
|
Secure |
|
|
Reentry |
|
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Net Carrying |
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Net Carrying |
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Net Carrying |
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|||||
Facility |
|
Year Idled |
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Design |
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|
Design |
|
|
June 30, 2025 |
|
|
June 30, 2025 |
|
|
June 30, 2025 |
|
|||||
Rivers Correctional Facility |
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— |
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— |
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||||
Big Spring Correctional Facility |
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— |
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— |
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||||
Flightline Correctional Facility |
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— |
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— |
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|
||||
McFarland Female Community |
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— |
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— |
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||||
Lea County Correctional Facility |
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— |
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— |
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||||
Hector Garza Center |
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— |
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— |
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||||
Cheyenne Mountain Recovery Center |
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— |
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— |
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||||
Philadelphia Residential |
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— |
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— |
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||||
Coleman Hall |
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— |
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— |
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||||
Total |
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|
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|
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$ |
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|
$ |
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$ |
|
|||||
Lease Revenue
The Company leases
|
|
Annual Rental |
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|
Year |
|
(in thousands) |
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Remainder of 2025 |
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$ |
|
|
2026 |
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2027 |
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2028 |
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2029 |
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Thereafter |
|
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Total |
|
$ |
|
|
12. BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
Operating and Reporting Segments
The Company's segments are determined as those operations whose results are reviewed regularly by the chief operating decision maker ("CODM"), who is the Company's Chief Executive Officer, in deciding how to allocate recourses and assess
26
performance. The Company conducts its business through
The U.S. Secure Services segment primarily encompasses U.S.-based secure services business. The Electronic Monitoring and Supervision Services segment, which conducts its services in the United States, represents services provided to adults for monitoring services and evidence-based supervision and treatment programs for community-based parolees, probationers, and pretrial defendants. The Reentry Services segment, which conducts its services in the United States represents services provided to adults for residential and non-residential treatment, educational and community-based programs, pre-release and half-way house programs. The International Services segment primarily consists of secure services operations in South Africa and Australia. Segment disclosures below (in thousands) reflect the results of continuing operations. All transactions between segments are eliminated. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
Summarized financial information for the Company's segments is shown in the following tables including 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 each case, during the three and six months ended June 30, 2025 and 2024, respectively.
Three Months Ended June 30, 2025 |
|
U.S. Secure Services |
|
|
Electronic Monitoring and Supervision Services |
|
|
Reentry Services |
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|
International Services |
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|
Total |
|
|||||
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Less: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Labor and Related Taxes [1] |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Medical Services and Supplies [1] |
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|
|
|
|
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|
|
|
|
|
|
|||||
Other Segment Items [2] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Income from Segments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Unallocated amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes and equity in earnings of affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital Expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
27
Three Months Ended June 30, 2024 |
|
U.S. Secure Services |
|
|
Electronic Monitoring and Supervision Services |
|
|
Reentry Services |
|
|
International Services |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Labor and Related Taxes [1] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Medical Services and Supplies [1] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other Segment Items [2] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Income from Segments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Unallocated amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss on asset divestitures/impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss before income taxes and equity in earnings of affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital Expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Six Months Ended June 30, 2025 |
|
U.S. Secure Services |
|
|
Electronic Monitoring and Supervision Services |
|
|
Reentry Services |
|
|
International Services |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Labor and Related Taxes [1] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Medical Services and Supplies [1] |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other Segment Items [2] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Income from Segments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Unallocated amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes and equity in earnings of affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital Expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
28
Six Months Ended June 30, 2024 |
|
U.S. Secure Services |
|
|
Electronic Monitoring and Supervision Services |
|
|
Reentry Services |
|
|
International Services |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Labor and Related Taxes [1] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Medical Services and Supplies [1] |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other Segment Items [2] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Income from Segments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Unallocated amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss on asset divestitures/impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss before income taxes and equity in earnings of affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital Expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
[1] The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included in the amounts shown.
[2] Other segment items include:
U.S. Secure Services - depreciation and amortization, food services and supplies, utilities, repairs and maintenance, rent and lease expense and certain other overhead expenses.
Electronic Monitoring and Supervision Services - depreciation and amortization, cost of goods sold, rent and lease expense and certain other overhead expenses.
Reentry Services - depreciation and amortization, medical services and supplies, food services and supplies, rent and lease expense, utilities and certain other overhead expenses.
International Services - medical services and supplies, food services and supplies, utilities, repairs and maintenance and certain other overhead expenses.
Segment Assets
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
|
||
|
|
(In thousands) |
|
|
|||||
Segment assets: |
|
|
|
|
|
|
|
||
U.S. Secure Services |
|
$ |
|
|
$ |
|
|
||
Electronic Monitoring and Supervision Services |
|
|
|
|
|
|
|
||
Reentry Services |
|
|
|
|
|
|
|
||
International Services |
|
|
|
|
|
|
|
||
Total segment assets |
|
$ |
|
|
$ |
|
|
||
29
Asset Reconciliation
The following is a reconciliation of the Company's reportable segment assets to the Company's total assets as of June 30, 2025 and December 31, 2024, respectively.
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
|
|
(In thousands) |
|
|||||
Reportable segment assets |
|
$ |
|
|
$ |
|
||
Cash |
|
|
|
|
|
|
||
Deferred income tax assets |
|
|
|
|
|
|
||
Restricted cash and investments, current and non-current |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Geographic Information
During each of the six months ended June 30, 2025 and 2024, the Company’s international operations were conducted through (i) the Company’s wholly owned Australian subsidiary, The GEO Group Australia Pty. Ltd., through which the Company has management contracts for
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
||||
|
|
(In thousands) |
(In thousands) |
|
||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Australia operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
South African operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
|
||
|
|
(In thousands) |
|||||||
Property and Equipment, net: |
|
|
|
|
|
|
|
||
U.S. operations |
|
$ |
|
|
$ |
|
|
||
Australia operations |
|
|
|
|
|
|
|
||
South African operations |
|
|
|
|
|
|
|
||
Total Property and Equipment, net |
|
$ |
|
|
$ |
|
|
||
Sources of Revenue
The Company derives most of its revenue from the management of secure facilities through public-private partnerships. The Company also derives revenue from the provision of reentry services and electronic monitoring and evidence-based supervision and treatment programs in the United States, and expansion of new and existing secure facilities, processing centers and reentry centers.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
||||
|
|
(In thousands) |
(In thousands) |
|
||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Secure Services [1] |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Electronic Monitoring and Supervision Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reentry Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
30
[1] Includes international secured services.
Equity in Earnings of Affiliates
Equity in earnings of affiliates includes the Company’s
The Company has recorded $
The Company has recorded $
13. BENEFIT PLANS
The following tables summarize key information related to the Company’s pension plans and retirement agreements (in thousands):
|
|
Six Months Ended |
|
|
Year Ended |
|
||
Change in Projected Benefit Obligation |
|
|
|
|
|
|
||
Projected benefit obligation, beginning of period |
|
$ |
|
|
$ |
|
||
Service cost |
|
|
|
|
|
|
||
Interest cost |
|
|
|
|
|
|
||
Actuarial gain |
|
|
— |
|
|
|
( |
) |
Benefits paid |
|
|
( |
) |
|
|
( |
) |
Projected benefit obligation, end of period |
|
$ |
|
|
$ |
|
||
Change in Plan Assets |
|
|
|
|
|
|
||
Plan assets at fair value, beginning of period |
|
$ |
— |
|
|
$ |
— |
|
Company contributions |
|
|
|
|
|
|
||
Benefits paid |
|
|
( |
) |
|
|
( |
) |
Plan assets at fair value, end of period |
|
$ |
— |
|
|
$ |
— |
|
Unfunded Status of the Plan |
|
$ |
|
|
$ |
|
||
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
||||
Components of Net Periodic Benefit Cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (gain) loss |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net periodic benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The service cost and other components of net periodic benefit cost are included in General and Administrative Expenses in the accompanying consolidated statements of operations.
The long-term portion of the pension liability as of June 30, 2025 and December 31, 2024 was $
Amended and Restated Executive Retirement Agreement
31
The Company has a non-qualified deferred compensation agreement with its Executive Chairman. The agreement provides for a lump sum cash payment upon retirement, no sooner than age
On May 27, 2021, the Company and its Executive Chairman entered into an Amended and Restated Executive Retirement Agreement which replaced the former CEO’s previous agreement, effective July 1, 2021. Pursuant to the terms of the Amended and Restated Executive Retirement Agreement, upon the date that the Executive Chairman ceases to provide services to the Company, the Company will pay to the Executive Chairman an amount equal to $
The Company has established several trusts for the purpose of paying the retirement benefit pursuant to the Amended and Restated Executive Retirement Agreement. The trusts are revocable “rabbi trusts” and the assets of the trusts are subject to the claims of the Company’s creditors in the event of the Company’s insolvency.
14.
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. While this ASU will impact only our disclosures and not our financial condition and results of operations, we are currently evaluating when we will adopt the ASU.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. We will adopt this ASU prospectively for the period ending December 31, 2025, and it will impact only our disclosures with no impacts to our financial condition and results of operations.
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM). We
32
15. SUBSEQUENT EVENTS
Credit Agreement
On July 14, 2025, the Company entered into that certain First Amendment to Credit Agreement (the “Amendment”) which amended its Credit Agreement dated as of April 18, 2024. The Amendment increases the Company's Revolving Credit Facility (the “Revolver”) commitments from $
Asset Sale
On June 3, 2025, the Company entered into a Purchase and Sale Agreement (the “Sale Agreement”) with CPT Operating Partnership L.P. (together with GEO, the “Seller”) and the State of Oklahoma (the “Purchaser”) pursuant to which, subject to the terms of the Sale Agreement, the Seller agreed to sell the 2,388-bed Lawton Correctional Facility located in Lawton, Oklahoma (the “Lawton Facility”) to the Purchaser for a sale price of $
Asset Purchase
On July 1, 2025, the Company announced that it had entered into a purchase agreement with SDCC Middle Block, LLC (the “Seller”), an affiliate of Holland Partners Group, to acquire the 770-bed Western Region Detention Facility located in San Diego, California (the “San Diego Facility”) for approximately $
The purchase of the San Diego Facility closed on
Following the closing of the sale of the Lawton Facility and the purchase of the San Diego Facility, GEO had approximately $
secured debt, including approximately $
Compensatory Arrangements of Certain Officers
On July 7, 2025, George C. Zoley and the Company entered into the Amendment to Executive Chairman Employment Agreement (the “Executive Chairman Amendment”). The Executive Chairman Amendment modifies Dr. Zoley’s employment agreement by extending his employment term as Executive Chairman from June 30, 2026 to April 2, 2029, updating his base salary to reflect the base salary previously approved by the Committee in February 2025 and modifying each of the Target Bonus (as defined below) and Target Stock Award (as defined below) applicable to Dr. Zoley from
On July 3, 2025, the Committee approved an adjustment to the annual cash incentive target amount pursuant to the terms of the Senior Management Performance Award Plan (the “Target Bonus”) and the annual equity incentive award target amount (the “Target Stock Award”) applicable to the Company’s Chief Executive Officer, J. David Donahue. The Committee approved the adjustment of each of the Target Bonus and Target Stock Award from
33
On July 15, 2025, the Committee of the Company approved a modification to the vesting schedule of the one-time special recognition stock award of
Share Repurchase Program
On August 4, 2025, the Company's Board of Directors authorized and approved a Share Repurchase Program covering the repurchase of up to $
Intense Supervision and Appearance Program
On July 31, 2025, the Company entered into a 30-day interim agreement with ICE to extend the Intense Supervision and Appearance Program ("ISAP") through August 31, 2025.
Legislation
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes provisions related to the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective for the year ending December 31, 2025 while others are effective starting after this date. The Company is currently assessing OBBBA's impact on its consolidated financial statements.
34
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Information
This Quarterly Report on Form 10-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, legal proceedings and potential steps to address our future debt maturities 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:
35
36
37
We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 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 Form 10-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”, and under “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and under “Part II - Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. This discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.
38
We specialize in the ownership, leasing and management of secure facilities, processing centers and reentry facilities and the provision of community-based services in the United States, Australia and South Africa. We own, lease and operate a broad range of secure facilities including maximum, medium and minimum-security facilities, processing centers, as well as community-based reentry facilities. We develop new facilities based on contract awards, using our project development expertise and experience to design, construct and finance what we believe are state-of-the-art facilities. We provide innovative technologies, industry-leading monitoring services, and evidence-based supervision and treatment programs for community based programs. We also provide secure transportation services domestically and in the United Kingdom through our joint venture GEOAmey.
At June 30, 2025, our worldwide operations include the management and/or ownership of approximately 77,000 beds at 98 secure services and community based facilities, including idle facilities, and also include the provision of community supervision services for 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 agency partners:
For the six months ended June 30, 2025 and 2024, we had consolidated revenues of $1,241.5 million and $1,212.9 million, respectively. We maintained an average company-wide facility occupancy rate of approximately 89% including 69,793 active beds and excluding 6,785 idle beds, which includes those being marketed to potential customers, for the six months ended June 30, 2025, and approximately 88% including 69,834 active beds and excluding 11,275 idle beds, which includes those being marketed to potential customers, for the six months ended June 30, 2024.
Reference is made to Part II, Item 7 of our Annual Report on Form 10-K filed with the SEC on February 28, 2025, for further discussion and analysis of information pertaining to our financial condition and results of operations as of and for the year ended December 31, 2024.
Contract Developments
On July 31, 2025, we entered into a 30-day interim agreement with ICE to extend our ISAP contract through August 31, 2025.
On June 16, 2025, we announced that our wholly-owned subsidiary, GEO Transport, Inc. has entered into a new five-year contract, inclusive of option periods, with the U.S. Marshals Service for the provision of secure transportation and contract detention officer services across three service regions covering 26 federal judicial districts and spanning 14 states.
On June 10, 2025, we announced that the U.S. District Court, Central District of California has approved a settlement in the case of Roman v. Wolf, which allows for immediate full intake at our company-owned, 1,940-bed Adelanto ICE Processing Center in California (the "Adelanto Center"). The court had previously issued several injunction orders, including an intake prohibition order issued more than four years ago, limiting the use of the Adelanto Center based on then-prevailing COVID-19 conditions. ICE and GEO entered into a 15-year contract on December 19, 2019, for the provision of secure residential housing and support services at the Adelanto Center, consisting of a five-year base period followed by two five-year option periods. The current contract option period is effective through December 19, 2029.
On June 9, 2025, we announced that we have entered into a contract modification with ICE, effective June 6, 2025, to activate a federal immigration processing center at our company-owned, 1,868-bed, D. Ray James Facility in Folkston, Georgia under the existing intergovernmental service agreement involving the company-owned, 1,118-bed Folkston ICE Processing Center. Our support services will include the exclusive use of this federal facility by ICE, along with security, maintenance, and food services, as well as access to recreational amenities, medical care, and legal counsel.
39
Asset Sale
On June 3, 2025, we entered into a Sale Agreement to sell our 2,388-bed Lawton Correctional Facility located in Lawton, Oklahoma for a sale price of $312 million. The Sale Agreement also contained certain customary representations, warranties and covenants that the parties made to each other. The sale closed on July 25, 2025 and we transitioned facility operations to the Oklahoma Department of Corrections simultaneously on July 25, 2025.
Refer to Note 15 - Subsequent Events of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.
Asset Purchase
On July 1, 2025, we announced that we had entered into a purchase agreement to acquire the 770-bed Western Region Detention Facility located in San Diego, California for approximately $60 million. We previously leased the Western Region Detention Facility for approximately $5.1 million annually under a lease agreement that was scheduled to expire on March 31, 2029. We have a contract with the U.S. Marshals Service for the exclusive use of the Western Region Detention Facility.
The purchase of the Western Region Detention Facility closed on July 31, 2025 and was funded as a like kind real estate property exchange with proceeds from the sale of the Lawton Correctional Facility, which closed on July 25, 2025 as discussed above, resulting in an estimated capital gains cash tax savings of approximately $9.3 million.
Following the closing of the sale of the Lawton Correctional Facility and the purchase of the Western Region Detention Facility, we had approximately $222 million in net proceeds. We used the net proceeds, along with cash on hand and available liquidity, to pay off senior secured debt, including approximately $300 million in floating rate debt.
Refer to Note 15 - Subsequent Events of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.
Business Segments
We conduct our business through four reportable business segments: our U.S. Secure Services segment; our Electronic Monitoring and Supervision Services segment; our Reentry Services segment and our International Services segment. We have identified these four reportable segments to reflect our current view that we operate four distinct business lines, each of which constitutes a material part of our overall business.
Our U.S. Secure Services segment primarily encompasses our U.S.-based public-private partnership secure services business. Our Electronic Monitoring and Supervision Services segment, which conducts its services in the U.S., consists of our electronic monitoring and supervision services. Our Reentry Services segment consists of various community-based and reentry services. Our International Services segment primarily consists of our public-private partnership secure services operations in Australia and South Africa.
Idle Facilities
We are currently marketing (or awaiting activation) 6,785 vacant beds at nine idle facilities to potential customers. The carrying values of these idle facilities totaled $186.1 million as of June 30, 2025, excluding equipment and other assets that can be easily transferred for use at other facilities. Refer to Note 11 - Commitments, Contingencies and Other Matters of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.
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
40
under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. During the six months ended June 30, 2025, 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 Form 10-K for the year ended December 31, 2024.
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 Form 10-Q.
Comparison of Second Quarter 2025 and Second Quarter 2024
Revenues
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
U.S. Secure Services |
|
$ |
441,665 |
|
|
|
69.4 |
% |
|
$ |
402,097 |
|
|
|
66.2 |
% |
|
$ |
39,568 |
|
|
|
9.8 |
% |
Electronic Monitoring and Supervision Services |
|
|
78,925 |
|
|
|
12.4 |
% |
|
|
84,745 |
|
|
|
14.0 |
% |
|
|
(5,820 |
) |
|
|
(6.9 |
)% |
Reentry Services |
|
|
71,310 |
|
|
|
11.2 |
% |
|
|
68,960 |
|
|
|
11.4 |
% |
|
|
2,350 |
|
|
|
3.4 |
% |
International Services |
|
|
44,269 |
|
|
|
7.0 |
% |
|
|
51,383 |
|
|
|
8.5 |
% |
|
|
(7,114 |
) |
|
|
(13.8 |
)% |
Total |
|
$ |
636,169 |
|
|
|
100.0 |
% |
|
$ |
607,185 |
|
|
|
100.0 |
% |
|
$ |
28,984 |
|
|
|
4.8 |
% |
U.S. Secure Services
Revenues for U.S. Secure Services increased by $39.6 million in the second quarter ended June 30, 2025 (the "Second Quarter 2025") compared to the second quarter ended June 30, 2024 (the "Second Quarter 2024") due to increases of $17.5 million related to the activations of our new contracts at our company-owned Delaney Hall, North Lake and D. Ray James facilities and aggregate net increases of $28.4 million due to increases in occupancies, rates and/or per diem amounts in connection with contract modifications. Partially offsetting these increases were decreases of approximately $6.3 million related to contract terminations.
The number of compensated mandays in U.S. Secure Services facilities was approximately 4.2 million in Second Quarter 2025 compared to approximately 4.3 million in Second Quarter 2024. 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. Secure Services facilities was approximately 88% of capacity in Second Quarter 2025 and Second Quarter 2024, excluding idle facilities.
Electronic Monitoring and Supervision Services
Revenues for Electronic Monitoring and Supervision Services decreased by $5.8 million in Second Quarter 2025 compared to Second Quarter 2024 primarily due to decreases in average participant counts under the Intensive Supervision and Appearance Program ("ISAP").
Reentry Services
Revenues for Reentry Services increased by $2.4 million in Second Quarter 2025 compared to Second Quarter 2024 primarily due to aggregate net increases of $3.6 million related to increased census levels at certain of our community-based and reentry centers due to increased programming needs and referrals due to new day reporting center contracts. These increases were partially offset by decreases due to contract terminations of $1.2 million.
41
International Services
Revenues for International Services decreased by $7.1 million in Second Quarter 2025 compared to Second Quarter 2024. We experienced a net decrease of $8.1 million primarily due to the transition of our managed-only contract for the Junee Correctional Centre in Australia to the government effective March 31, 2025. Partially offsetting this decrease was an increase due to foreign exchange rate fluctuations of $1.0 million.
Operating Expenses
|
|
2025 |
|
|
% of Segment |
|
|
2024 |
|
|
% of Segment |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
U.S. Secure Services |
|
$ |
342,305 |
|
|
|
77.5 |
% |
|
$ |
301,153 |
|
|
|
74.9 |
% |
|
$ |
41,152 |
|
|
|
13.7 |
% |
Electronic Monitoring and Supervision Services |
|
|
40,123 |
|
|
|
50.8 |
% |
|
|
40,216 |
|
|
|
47.5 |
% |
|
|
(93 |
) |
|
|
(0.2 |
)% |
Reentry Services |
|
|
52,242 |
|
|
|
73.3 |
% |
|
|
53,501 |
|
|
|
77.6 |
% |
|
|
(1,259 |
) |
|
|
(2.4 |
)% |
International Services |
|
|
40,548 |
|
|
|
91.6 |
% |
|
|
48,659 |
|
|
|
94.7 |
% |
|
|
(8,111 |
) |
|
|
(16.7 |
)% |
Total |
|
$ |
475,218 |
|
|
|
74.7 |
% |
|
$ |
443,529 |
|
|
|
73.0 |
% |
|
$ |
31,689 |
|
|
|
7.1 |
% |
U.S. Secure Services
Operating expenses for U.S. Secure Services increased by $41.2 million in Second Quarter 2025 compared to Second Quarter 2024 primarily due to aggregate net increases in connection with labor and medical costs, transportation services, increased occupancies and additional staffing and training costs we continue to incur in preparation of expected future growth of $35.4 million. We also experienced an increase of approximately $13.0 million related to the activations of our new contracts at our company-owned Delaney Hall, North Lake and D. Ray James facilities. Partially offsetting these increases were decreases of approximately $7.2 million related to contract terminations.
Electronic Monitoring and Supervision Services
Operating expenses for Electronic Monitoring and Supervision Services decreased slightly in Second Quarter 2025 compared to Second Quarter 2024 primarily due to decreases in variable costs related to decreases in average participant counts under ISAP.
Reentry Services
Operating expenses for Reentry Services decreased by $1.3 million during Second Quarter 2025 compared to Second Quarter 2024 primarily due to aggregate net decreases of $0.6 million related to decreased census levels at certain of our community-based and reentry centers and the associated variable costs. We also experienced a decrease of $0.7 million due to contract terminations.
International Services
Operating expenses for International Services decreased in Second Quarter 2025 compared to Second Quarter 2024 by $8.1 million. We experienced a net decrease of $7.2 million primarily due to the transition of our managed-only contract for the Junee Correctional Centre in Australia to the government effective March 31, 2025. We also experienced a decrease of $0.9 million related to foreign exchange rate fluctuations.
Depreciation and Amortization
|
|
2025 |
|
|
% of Segment |
|
|
2024 |
|
|
% of Segment |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
U.S. Secure Services |
|
$ |
22,444 |
|
|
|
5.1 |
% |
|
$ |
21,175 |
|
|
|
5.3 |
% |
|
$ |
1,269 |
|
|
|
6.0 |
% |
Electronic Monitoring and Supervision Services |
|
|
6,283 |
|
|
|
8.0 |
% |
|
|
6,252 |
|
|
|
7.4 |
% |
|
|
31 |
|
|
|
0.5 |
% |
Reentry Services |
|
|
3,427 |
|
|
|
4.8 |
% |
|
|
3,304 |
|
|
|
4.8 |
% |
|
|
123 |
|
|
|
3.7 |
% |
International Services |
|
|
578 |
|
|
|
1.3 |
% |
|
|
582 |
|
|
|
1.1 |
% |
|
|
(4 |
) |
|
|
(0.7 |
)% |
Total |
|
$ |
32,732 |
|
|
|
5.1 |
% |
|
$ |
31,313 |
|
|
|
5.2 |
% |
|
$ |
1,419 |
|
|
|
4.5 |
% |
42
U.S. Secure Services
U.S. Secure Services depreciation and amortization expense increased in Second Quarter 2025 compared to Second Quarter 2024 primarily due to renovations at certain of our company-owned and leased facilities.
Electronic Monitoring and Supervision Services
Electronic Monitoring and Supervision Services depreciation and amortization expense was relatively consistent in Second Quarter 2025 compared to Second Quarter 2024.
Reentry Services
Reentry Services depreciation and amortization expense increased slightly in Second Quarter 2025 compared to Second Quarter 2024 primarily due to renovations at certain of our company-owned centers.
International Services
International Services depreciation and amortization expense was relatively consistent in Second Quarter 2025 compared to Second Quarter 2024.
General and Administrative Expenses
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
General and Administrative Expenses |
|
$ |
56,246 |
|
|
|
8.8 |
% |
|
$ |
52,198 |
|
|
|
8.6 |
% |
|
$ |
4,048 |
|
|
|
7.8 |
% |
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 increased by $4.0 million in Second Quarter 2025 compared to Second Quarter 2024 primarily due to an increase in stock-based compensation expense of $2.4 million with the remaining increase related to increases in business development, consulting and other administrative expenses.
Non-Operating Expenses
Interest Income and Interest Expense
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Interest Income |
|
$ |
2,466 |
|
|
|
0.4 |
% |
|
$ |
1,992 |
|
|
|
0.3 |
% |
|
$ |
474 |
|
|
|
23.8 |
% |
Interest Expense |
|
$ |
41,907 |
|
|
|
6.6 |
% |
|
$ |
50,644 |
|
|
|
8.3 |
% |
|
$ |
(8,737 |
) |
|
|
(17.3 |
)% |
Interest income increased by $0.5 million in Second Quarter 2025 compared to Second Quarter 2024 primarily due to higher cash balances on hand domestically and internationally and the effect of foreign exchange rates.
Interest expense decreased by $8.7 million in Second Quarter 2025 compared to Second Quarter 2024 primarily due to our Senior Notes Offering and new Term Loan under our new credit agreement that closed on April 18, 2024 which resulted in overall lower interest expense due to lower interest rates. We also retired the majority of our 6.50% Exchangeable Senior Notes due 2026 during 2024 and had lower overall principal balances compared to Second Quarter 2024.
Loss on Extinguishment of Debt
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Loss on Extinguishment of Debt |
|
$ |
595 |
|
|
|
0.1 |
% |
|
$ |
82,339 |
|
|
|
13.6 |
% |
|
$ |
(81,744 |
) |
|
|
(99.3 |
)% |
During Second Quarter 2025, we made a mandatory quarterly payment on our Term Loan. In connection with the repayment, we wrote off the related deferred loan costs. During Second Quarter 2024, we completed a Senior Note Offering which resulted in a loss
43
on extinguishment of debt of approximately $82.3 million which consisted of the write-off of existing deferred financing costs and net discounts/premiums and the payment of call premiums. Refer to Note 10 - Debt of the Notes to Unaudited Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10Q for further discussion.
Other Income
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Other Income |
|
$ |
5,514 |
|
|
|
0.9 |
% |
|
$ |
— |
|
|
|
(— |
)% |
|
$ |
5,514 |
|
|
|
100.0 |
% |
In Second Quarter 2025, we received an aggregate of $5.5 million under the Employee Retention Tax Credit provisions of the CARES Act. This amount was recognized as other income in the consolidated financial statements.
Loss on Asset Divestitures/Impairment
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Loss on Asset Divestitures/Impairment |
|
$ |
— |
|
|
|
(— |
)% |
|
$ |
2,907 |
|
|
|
0.5 |
% |
|
$ |
(2,907 |
) |
|
|
(100.0 |
)% |
During Second Quarter 2024, we experienced an impairment loss of approximately $2.3 million related to two of our Company-owned facilities. We also donated a parcel of undeveloped land in Kern County, California which resulted in a loss on asset divestiture of approximately $0.6 million.
Income Tax Provision (Benefit)
|
|
2025 |
|
|
Effective Rate |
|
|
2024 |
|
|
Effective Rate |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Provision for (Benefit from) Income Taxes |
|
$ |
10,554 |
|
|
|
28.2 |
% |
|
$ |
(20,379 |
) |
|
|
37.9 |
% |
|
$ |
30,933 |
|
|
|
(151.8 |
)% |
The provision for income taxes increased and the effective tax rate decreased in Second Quarter 2025 compared to Second Quarter 2024 principally due to pre-tax income compared to pre-tax losses, respectively. In Second Quarter 2025, there was a $0.3 million net discrete tax benefit as compared to a $4.5 million net discrete tax benefit in Second Quarter 2024. Included in the tax provision for income taxes in Second Quarter 2025 was a $0.3 million discrete tax benefit as compared to a $0.1 million discrete tax benefit in Second Quarter 2024 related to stock compensation that vested during the respective periods. Also included in the net discrete tax benefit in the Second Quarter 2024 was a $3.4 million discrete tax benefit from the interest deduction related to GEO shares provided to the holders of our 6.5% Exchangeable Senior Notes due 2026. We estimate our 2025 annual effective tax rate to be in the range of approximately 28% to 30%, exclusive of any discrete items.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes provisions related to the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective for the year ending December 31, 2025 while others are effective starting after this date. We are currently assessing OBBBA's impact on our consolidated financial statements.
Equity in Earnings of Affiliates, net of Income Tax Provision
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Equity in Earnings of Affiliates, net of Income Tax Provision |
|
$ |
2,177 |
|
|
|
0.3 |
% |
|
$ |
811 |
|
|
|
0.1 |
% |
|
$ |
1,366 |
|
|
|
168.4 |
% |
Equity in earnings of affiliates, presented net of income tax provision, represents the earnings of SACS and GEOAmey in the aggregate. Equity in earnings of affiliates increased during Second Quarter 2025 compared to Second Quarter 2024 primarily due to favorable performance at SACS.
44
Comparison of Six Months 2025 and Six Months 2024
Revenues
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
U.S. Secure Services |
|
$ |
847,381 |
|
|
|
68.3 |
% |
|
$ |
803,037 |
|
|
|
66.2 |
% |
|
$ |
44,344 |
|
|
|
5.5 |
% |
Electronic Monitoring and Supervision Services |
|
|
156,638 |
|
|
|
12.6 |
% |
|
|
171,529 |
|
|
|
14.1 |
% |
|
|
(14,891 |
) |
|
|
(8.7 |
)% |
Reentry Services |
|
|
141,686 |
|
|
|
11.4 |
% |
|
|
136,790 |
|
|
|
11.3 |
% |
|
|
4,896 |
|
|
|
3.6 |
% |
International Services |
|
|
95,808 |
|
|
|
7.7 |
% |
|
|
101,501 |
|
|
|
8.4 |
% |
|
|
(5,693 |
) |
|
|
(5.6 |
)% |
Total |
|
$ |
1,241,513 |
|
|
|
100 |
% |
|
$ |
1,212,857 |
|
|
|
100.0 |
% |
|
$ |
28,656 |
|
|
|
2.4 |
% |
U.S. Secure Services
Revenues for U.S. Secure Services increased by $44.3 million in the six months ended June 30, 2025 (the "Six Months 2025") compared to the six months ended June 30, 2024 (the "Six Months 2024") due to aggregate net increases of $20.2 million related to the activations of our new contracts at our company-owned Delaney Hall, North Lake and D. Ray James facilities. We also experienced an aggregate net increase of $37.8 million due to increases in occupancies, rates and/or per diem amounts in connection with contract modifications. Partially offsetting these increases were decreases of approximately $13.7 million related to contract terminations.
The number of compensated mandays in U.S. Secure Services facilities was approximately 8.3 million in Six Months 2025 compared to approximately 8.5 million in Six Months 2024. 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. Secure Services facilities was approximately 88% of capacity in Six Months 2025 and Six Months 2024, excluding idle facilities.
Electronic Monitoring and Supervision Services
Revenues for Electronic Monitoring and Supervision Services decreased by $14.9 million in Six Months 2025 compared to Six Months 2024 primarily due to decreases in average participant counts under the Intensive Supervision and Appearance Program ("ISAP").
Reentry Services
Revenues for Reentry Services increased by $4.9 million in Six Months 2025 compared to Six Months 2024 primarily due to aggregate net increases of $7.4 million related to increased census levels at certain of our community-based and reentry centers due to increased programming needs and referrals due to new day reporting center contracts. These increases were partially offset by decreases due to contract terminations of $2.5 million.
International Services
Revenues for International Services decreased by $5.7 million in Six Months 2025 compared to Six Months 2024. We experienced a net decrease of $8.8 million primarily due to the transition of our managed-only contract for the Junee Correctional Centre in Australia to the government effective March 31, 2025. Partially offsetting this decrease was an increase due to foreign exchange rate fluctuations of $3.1 million.
Operating Expenses
|
|
2025 |
|
|
% of Segment |
|
|
2024 |
|
|
% of Segment |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
U.S. Secure Services |
|
$ |
656,515 |
|
|
|
77.5 |
% |
|
$ |
602,285 |
|
|
|
75.0 |
% |
|
$ |
54,230 |
|
|
|
9.0 |
% |
Electronic Monitoring and Supervision Services |
|
|
81,985 |
|
|
|
52.3 |
% |
|
|
82,303 |
|
|
|
48.0 |
% |
|
|
(318 |
) |
|
|
(0.4 |
)% |
Reentry Services |
|
|
104,074 |
|
|
|
73.5 |
% |
|
|
104,953 |
|
|
|
76.7 |
% |
|
|
(879 |
) |
|
|
(0.8 |
)% |
International Services |
|
|
87,119 |
|
|
|
90.9 |
% |
|
|
95,663 |
|
|
|
94.2 |
% |
|
|
(8,544 |
) |
|
|
(8.9 |
)% |
Total |
|
$ |
929,693 |
|
|
|
74.9 |
% |
|
$ |
885,204 |
|
|
|
73.0 |
% |
|
$ |
44,489 |
|
|
|
5.0 |
% |
45
U.S. Secure Services
Operating expenses for U.S. Secure Services increased by $54.2 million in Six Months 2025 compared to Six Months 2024 primarily due to aggregate net increases in connection with labor and medical costs, transportation services, increased occupancies and additional staffing and training costs we continue to incur in preparation of expected future growth of $54.2 million. We also experienced an increase of approximately $14.8 million related to the activations of our new contracts at our company-owned Delaney Hall, North Lake and D. Ray James facilities. Partially offsetting these increases were decreases of approximately $14.8 million related to contract terminations.
Electronic Monitoring and Supervision Services
Operating expenses for Electronic Monitoring and Supervision Services decreased slightly in Six Months 2025 compared to Six Months 2024 primarily due to decreases in variable costs related to decreases in average participant counts under ISAP.
Reentry Services
Operating expenses for Reentry Services decreased by $0.9 million during Six Months 2025 compared to Six Months 2024 primarily due to an aggregate net decrease of $2.8 million due to contract terminations. Partially offsetting this decrease were aggregate net increases of $1.9 million related to increased census levels at certain of our community-based and reentry centers and the associated variable costs.
International Services
Operating expenses for International Services decreased in Six Months 2025 compared to Six Months 2024 by $8.5 million. We experienced a net decrease of $5.7 million primarily due to the transition of our managed-only contract for the Junee Correctional Centre in Australia to the government effective March 31, 2025. We also experienced a decrease of $2.8 million related to foreign exchange rate fluctuations.
Depreciation and Amortization
|
|
2025 |
|
|
% of Segment |
|
|
2024 |
|
|
% of Segment |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
U.S. Secure Services |
|
$ |
44,719 |
|
|
|
5.3 |
% |
|
$ |
41,742 |
|
|
|
5.2 |
% |
|
$ |
2,977 |
|
|
|
7.1 |
% |
Electronic Monitoring and Supervision Services |
|
|
12,145 |
|
|
|
7.8 |
% |
|
|
12,769 |
|
|
|
7.4 |
% |
|
|
(624 |
) |
|
|
(4.9 |
)% |
Reentry Services |
|
|
6,869 |
|
|
|
4.8 |
% |
|
|
6,940 |
|
|
|
5.1 |
% |
|
|
(71 |
) |
|
|
(1.0 |
)% |
International Services |
|
|
1,135 |
|
|
|
1.2 |
% |
|
|
1,227 |
|
|
|
1.2 |
% |
|
|
(92 |
) |
|
|
(7.5 |
)% |
Total |
|
$ |
64,868 |
|
|
|
5.2 |
% |
|
$ |
62,678 |
|
|
|
5.2 |
% |
|
$ |
2,190 |
|
|
|
3.5 |
% |
U.S. Secure Services
U.S. Secure Services depreciation and amortization expense increased in Six Months 2025 compared to Six Months 2024 primarily due to renovations at certain of our company-owned and leased facilities.
Electronic Monitoring and Supervision Services
Electronic Monitoring and Supervision Services depreciation and amortization expense decreased in Six Months 2025 compared to Six Months 2024 primarily due to certain assets becoming fully depreciated and/or amortized.
Reentry Services
Reentry Services depreciation and amortization expense decreased slightly in Six Months 2025 compared to Six Months 2024 primarily due to certain assets becoming fully depreciated and/or amortized as well as certain asset dispositions at our company-owned centers.
International Services
International Services depreciation and amortization expense slightly decreased in Six Months 2025 compared to Six Months 2024 primarily due to certain assets becoming fully depreciated and/or amortized.
46
General and Administrative Expenses
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
General and Administrative Expenses |
|
$ |
113,995 |
|
|
|
9.2 |
% |
|
$ |
105,268 |
|
|
|
8.7 |
% |
|
$ |
8,727 |
|
|
|
8.3 |
% |
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 increased by $8.7 million in Six Months 2025 compared to Six Months 2024 primarily due to an increase in stock-based compensation expense of $3.2 million with the remaining increase related to increases in business development, consulting and other administrative expenses.
Non-Operating Expenses
Interest Income and Interest Expense
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Interest Income |
|
$ |
4,463 |
|
|
|
0.4 |
% |
|
$ |
4,466 |
|
|
|
0.4 |
% |
|
$ |
(3 |
) |
|
|
(0.1 |
)% |
Interest Expense |
|
$ |
84,348 |
|
|
|
6.8 |
% |
|
$ |
101,939 |
|
|
|
8.4 |
% |
|
$ |
(17,591 |
) |
|
|
(17.3 |
)% |
Interest income decreased slightly in Six Months 2025 compared to Six Months 2024 primarily due to lower cash balances on hand domestically and internationally and the effect of foreign exchange rates.
Interest expense decreased by $17.6 million in Six Months 2025 compared to Six Months 2024 primarily due to our Senior Notes Offering and new Term Loan under our new credit agreement that closed on April 18, 2024 which resulted in overall lower interest expense due to lower interest rates. We also retired the majority of our 6.50% Exchangeable Senior Notes due 2026 during 2024 and had lower overall principal balances compared to Six Months 2024.
Loss on Extinguishment of Debt
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Loss on Extinguishment of Debt |
|
$ |
595 |
|
|
|
0.0 |
% |
|
$ |
82,378 |
|
|
|
6.8 |
% |
|
$ |
(81,783 |
) |
|
|
(99.3 |
)% |
During Six Months 2025, we made a mandatory quarterly payment on our Term Loan. In connection with the repayment, we wrote off the related deferred loan costs. During Six Months 2024, we completed a Senior Note Offering which resulted in a loss on extinguishment of debt of approximately $82.4 million which consisted of the write-off of existing deferred financing costs and net discounts/premiums and the payment of call premiums. Refer to Note 10 - Debt of the Notes to Unaudited Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10Q for further discussion.
Other Income
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Other Income |
|
$ |
5,514 |
|
|
|
0.4 |
% |
|
$ |
— |
|
|
|
(— |
)% |
|
$ |
5,514 |
|
|
|
100.0 |
% |
In Six Months 2025, we received an aggregate of $5.5 million under the Employee Retention Tax Credit provisions of the CARES Act. This amount was recognized as other income in the consolidated financial statements.
Loss on Asset Divestitures/Impairment
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Loss on Asset Divestitures/Impairment |
|
$ |
— |
|
|
|
(— |
)% |
|
$ |
2,907 |
|
|
|
0.2 |
% |
|
$ |
(2,907 |
) |
|
|
(100.0 |
)% |
47
During Six Months 2024, we experienced an impairment loss of approximately $2.3 million related to two of our Company-owned facilities. We also donated a parcel of undeveloped land in Kern County, California which resulted in a loss on asset divestiture of approximately $0.6 million.
Income Tax Provision (Benefit)
|
|
2025 |
|
|
Effective Rate |
|
|
2024 |
|
|
Effective Rate |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Provision for (benefit from) Income Taxes |
|
$ |
12,380 |
|
|
|
21.3 |
% |
|
$ |
(12,308 |
) |
|
|
53.4 |
% |
|
$ |
24,688 |
|
|
|
(200.6 |
)% |
The provision for income taxes increased and the effective tax rate decreased in Six Months 2025 compared to Six Months 2024 principally due to pre-tax income compared to pre-tax losses, respectively. In Six Months 2025, there was a $4.5 million net discrete tax benefit as compared to a $5.1 million net discrete tax benefit in Six Months 2024. Included in the tax provision for income taxes in Six Months 2025 was a $4.5 million discrete tax benefit as compared to a $1.0 million discrete tax benefit in Six Months 2024 related to stock compensation that vested during the respective periods. Also included in the net discrete tax benefit in the Six Months 2024 was a $3.4 million discrete tax benefit from the interest deduction related to GEO shares provided to the holders of our 6.5% Exchangeable Senior Notes due 2026. We estimate our 2025 annual effective tax rate to be in the range of approximately 28% to 30%, exclusive of any discrete items.
On July 4, 2025, the OBBBA was enacted in the U.S. The OBBBA includes provisions related to the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective for the year ending December 31, 2025 while others are effective starting after this date. We are currently assessing OBBBA's impact on our consolidated financial statements.
Equity in Earnings of Affiliates, net of Income Tax Provision
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
$ Change |
|
|
% Change |
|
||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||
Equity in Earnings of Affiliates, net of Income Tax Provision |
|
$ |
3,005 |
|
|
|
0.2 |
% |
|
$ |
839 |
|
|
|
0.1 |
% |
|
$ |
2,166 |
|
|
|
258.2 |
% |
Equity in earnings of affiliates, presented net of income tax provision, represents the earnings of SACS and GEOAmey in the aggregate. Equity in earnings of affiliates increased during Six Months 2025 compared to Six Months 2024 primarily due to favorable performance at SACS.
Financial Condition
Capital Requirements
Our current cash requirements consist of amounts needed for working capital, debt service, supply purchases, research and development costs related to new electronic monitoring products, investments in joint ventures, and capital expenditures related to either the development of new secure, processing 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. Additional capital needs may also arise in the future with respect to possible acquisitions, other corporate transactions or other corporate purposes.
We currently have contractual commitments for a number of projects using Company financing. We estimate that the cost of these existing active capital projects will be approximately $54.1 million of which $35.9 million was spent through June 30, 2025. We estimate that the remaining capital requirements related to these capital projects will be $18.2 million which will be spent through the remainder of 2025.
We plan to fund all of our capital needs, including capital expenditures, from cash on hand, cash from operations, borrowings under our Credit Agreement (as defined below) 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
48
our Credit Agreement. Our management believes that our financial resources and sources of liquidity will allow us to manage our business, financial condition, results of operations and cash flows. We completed our annual budgeting process, and for 2025, we will continue to strategically manage our capital expenditures to maintain both short and long term financial objectives. Additionally, we may from time to time pursue transactions for the potential sale or acquisition of assets and businesses and/or other strategic transactions. Our management believes that cash on hand, cash flows from operations and availability under our Credit Agreement will be adequate to support our capital requirements for 2025 as disclosed under “Capital Requirements” above and the next twelve months.
Liquidity and Capital Resources
Indebtedness
Senior Notes Offering and Credit Agreement
On April 18, 2024, we announced the closing of our private offering of $1.275 billion aggregate principal amount of senior notes, comprised of $650.0 million aggregate principal amount of 8.625% senior secured notes due 2029 and $625.0 million aggregate principal amount of 10.250% senior notes due 2031.
We also entered into a credit agreement, dated April 18, 2024 (the "Credit Agreement") to, among other things, evidence and govern a first-lien senior secured revolving credit facility and the commitments thereunder, and a first-lien senior secured term loan facility. As of June 30, 2025, the aggregate principal amount of revolving credit commitments under the senior revolving credit facility was $310 million (including a $175 million letter of credit subfacility) and the aggregate principal amount of the senior secured term loan facility was $450.0 million.
We used the net proceeds of the senior notes offering, borrowings under the new term loan, and cash on hand to refinance approximately $1.5 billion of existing indebtedness, including to fund the repurchase, redemption or other discharge of our existing Tranche 1 Term Loan and Tranche 2 Term Loan under our prior senior credit facility, the 9.50% senior second lien secured notes due 2028, the 10.50% senior second lien secured notes due 2028, and the 6.00% senior notes due 2026, to pay related premiums, transaction fees and expenses, and for general corporate purposes of the Company.
With these transactions, as well as the private exchange transactions involving our 6.50% Exchangeable Notes due 2026 discussed below, we have been able to push out substantially all of our debt maturities to 2029 and 2031.
Refer to Note 10 - Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.
On July 14, 2025 we amended our Credit Agreement dated as of April 18, 2024 which increased the Company's revolving credit commitments from $310 million to $450 million and extended the Revolver’s maturity to July 14, 2030. The amendment also lowered the applicable interest rates based on the total leverage ratio for loans using the Alternate Base Rate and loans using the Secured Overnight Financing Rate (“SOFR”) by 0.50%. Refer to Note 15 - Subsequent Events of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.
6.50% Exchangeable Senior Notes due 2026
On February 24, 2021, our wholly owned subsidiary, GEOCH, completed a private offering of $230 million aggregate principal amount of 6.50% Exchangeable Senior Notes due 2026. The Convertible Notes were to mature on February 23, 2026, unless earlier repurchased or exchanged. The Convertible Notes bore interest at the rate of 6.50% per year plus an additional amount based on the dividends paid by GEO on its common stock. Interest on the Convertible Notes was payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021.
Upon conversion, we were to pay or deliver, as the case may be, cash or a combination of cash and shares of common stock. The initial conversion rate was 108.4011 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $9.225 per share of common stock). The conversion rate was subject to adjustment in certain events. If GEO or GEOCH had undergone a fundamental change, holders may have required GEOCH to purchase the Convertible Notes in whole or in part for cash at a fundamental change purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.
During 2024, the Company exchanged approximately $229.9 million of aggregate principal amount of its outstanding 6.50% Exchangeable Senior Notes in private exchange transactions for an exchange value of approximately $410 million. The consideration consisted of cash and shares of GEO common stock. During the first quarter of 2025, we retired the remaining principal balance of the
49
Convertible Notes. Refer to Note 10 - Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.
Our debt outstanding under the Credit Agreement, the Secured Notes and the Unsecured Notes 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 Form 10-K for the year ended December 31, 2024. 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. These commitments, contingencies and guarantees are further discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Refer to Note 10 - Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on our indebtedness.
We consider opportunities for future business and/or asset acquisitions or dispositions 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 new Credit Agreement 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 Secured Notes, the indenture governing the Unsecured Notes, the indenture governing our Convertible Notes 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 effect 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 were in compliance with our debt covenants as of June 30, 2025 and we expect to continue 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.
Guarantor Financial Information
GEO’s Secured Notes and Unsecured Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis (except on a senior secured basis in the case of the Secured Notes) by certain of our wholly owned domestic subsidiaries (the “Subsidiary Guarantors”).
Summarized financial information is provided for GEO and the Subsidiary Guarantors on a combined basis in accordance with SEC Regulation S-X Rules 3-10 and 13-01. The accounting policies used in the preparation of this summarized financial information are consistent with those elsewhere in the consolidated financial statements of the Company, except that intercompany transactions and balances of GEO and the Subsidiary Guarantor entities with non-guarantor entities have not been eliminated. Intercompany transactions between GEO and the Subsidiary Guarantors have been eliminated and equity in earnings from and investments in non-guarantor subsidiaries have not been presented.
Summarized statement of operations (in thousands):
|
|
Six Months Ended |
|
|
Six Months Ended |
|
||
Net operating revenues |
|
$ |
1,139,342 |
|
|
$ |
1,105,117 |
|
Income from operations |
|
|
115,028 |
|
|
|
142,249 |
|
Net income (loss) |
|
|
24,578 |
|
|
|
(22,884 |
) |
Net income (loss) attributable to The GEO Group, Inc. |
|
|
24,578 |
|
|
|
(22,884 |
) |
Summarized balance sheets (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Current assets |
|
$ |
442,355 |
|
|
$ |
438,433 |
|
Noncurrent assets (a) |
|
|
3,004,080 |
|
|
|
2,999,305 |
|
Current liabilities |
|
|
417,240 |
|
|
|
255,851 |
|
Noncurrent liabilities (b) |
|
|
1,816,587 |
|
|
|
2,002,284 |
|
(a) Includes amounts due from non-guarantor subsidiaries of $57.8 million and $55.9 million as of June 30, 2025 and December 31, 2024, respectively.
50
(b) Includes amounts due to non-guarantor subsidiaries of $46.7 million and $46.8 million as of June 30, 2025 and December 31, 2024, respectively.
Off-Balance Sheet Arrangements
Except as discussed in the notes to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we do not have any off-balance sheet arrangements.
Cash Flow
Cash, cash equivalents and restricted cash and cash equivalents as of June 30, 2025 was $120.6 million compared to $122.7 million as of June 30, 2024.
Operating Activities
Net cash provided by operating activities amounted to $110.4 million for the six months ended June 30, 2025 versus net cash provided by operating activities of $114.5 million for the six months ended June 30, 2024. Cash provided by operating activities during the six months ended June 30, 2025 was positively impacted by non-cash expenses such as depreciation and amortization, amortization of debt issuance costs, discount and/or premium and other non-cash interest, dividends received from unconsolidated joint ventures and stock-based compensation expense. Equity in earnings of affiliates, net of tax, gain on sale/disposal of property and equipment, net, and realized/unrealized gain on investments negatively impacted cash. Accounts receivable, prepaid expenses and other assets increased in total by $4.5 million, representing a negative impact on cash. The increase was primarily driven by the timing of billings and collections. Accounts payable, accrued expenses and other liabilities decreased by $6.8 million which negatively impacted cash. The increase was primarily driven by the timing of payments.
Net cash provided by operating activities during the six months ended June 30, 2024 was positively impacted by non-cash expenses such as depreciation and amortization, loss on sale/disposal of property and equipment, loss on extinguishment of debt, amortization of debt issuance costs, discount and/or premium and other non-cash interest, dividends received from unconsolidated joint ventures, loss on asset divestitures/impairment and stock-based compensation expense. Equity in earnings of affiliates, net of tax and realized/unrealized gain on investments negatively impacted cash. Accounts receivable, prepaid expenses and other assets increased in total by $16.8 million, representing a negative impact on cash. The increase was primarily driven by the timing of billings and collections. Accounts payable, accrued expenses and other liabilities decreased by $21.5 million which negatively impacted cash. The decrease was primarily driven by the timing of payments.
Investing Activities
Net cash used in investing activities of $81.8 million during the six months ended June 30, 2025 was primarily the result of capital expenditures of $67.6 million, purchases of marketable securities of $16.9 million and proceeds from sales of marketable securities of $2.7 million. Net cash used in investing activities of $37.0 million during the six months ended June 30, 2024 was primarily the result of capital expenditures of $39.2 million, purchases of marketable securities of $7.2 million and proceeds from sales of marketable securities of $9.4 million.
Financing Activities
Net cash used in financing activities during the six months ended June 30, 2025 was approximately $37.6 million compared to net cash used in financing activities of $113.2 million during the six months ended June 30, 2024. Net cash used in financing activities during the six months ended June 30, 2025 was primarily the result of payments on the revolver of $30.0 million, proceeds from the revolver of $35.0 million, payments on long-term debt of $24.7 million, proceeds from the exercise of stock options of $4.2 million, and taxes paid related to net share settlement of equity awards of $22.2 million. Net cash used in financing activities during the six months ended June 30, 2024 was primarily the result of payments on long-term debt of $1,802.1 million, proceeds from the issuance of long-term debt of $1,720.5 million, proceeds from the revolver of $40.0 million, debt issuance costs of $30.6 million, payments for call premiums of $34.3 million and taxes paid related to net share settlement of equity awards of $7.5 million.
Non-GAAP Measures
EBITDA is defined as net income adjusted by adding provision for income tax, interest expense, net of interest income and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for net loss attributable to non-controlling interests, stock-based compensation expenses, pre-tax, transaction expenses, pre-tax, close-out expenses, pre-tax and other non-cash revenues and expenses, pre-tax, and certain other adjustments as defined from time to time.
51
Given the nature of our business as a real estate owner and operator, we believe that EBITDA and Adjusted EBITDA are helpful to investors as measures of our operational performance because they provide an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures, and to fund other cash needs or reinvest cash into our business.
We believe that by removing the impact of our asset base (primarily depreciation and amortization) and excluding certain non-cash charges, amounts spent on interest and taxes, and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide our investors with performance measures that reflect the impact to operations from trends in occupancy rates, per diem rates and operating costs, providing a perspective not immediately apparent from net income.
The adjustments we make to derive the non-GAAP measures of EBITDA and Adjusted EBITDA exclude items which may cause short-term fluctuations in income from continuing operations and which we do not consider to be the fundamental attributes or primary drivers of our business plan and they do not affect our overall long-term operating performance.
EBITDA and Adjusted EBITDA 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.
Our reconciliation of net income to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 is as follows (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
||||
Net income (loss) |
|
$ |
29,074 |
|
|
$ |
(32,563 |
) |
|
$ |
48,616 |
|
|
$ |
(9,904 |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax provision (benefit) * |
|
|
10,723 |
|
|
|
(20,193 |
) |
|
|
12,779 |
|
|
|
(11,994 |
) |
Interest expense, net of interest income ** |
|
|
40,036 |
|
|
|
130,991 |
|
|
|
80,480 |
|
|
|
179,851 |
|
Depreciation and amortization |
|
|
32,732 |
|
|
|
31,313 |
|
|
|
64,868 |
|
|
|
62,678 |
|
EBITDA |
|
$ |
112,565 |
|
|
$ |
109,548 |
|
|
$ |
206,743 |
|
|
$ |
220,631 |
|
Add (Subtract): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to noncontrolling interests |
|
|
34 |
|
|
|
50 |
|
|
|
50 |
|
|
|
59 |
|
Stock-based compensation expenses, pre-tax |
|
|
5,506 |
|
|
|
3,132 |
|
|
|
11,994 |
|
|
|
8,788 |
|
Litigation costs and settlements, pre-tax |
|
|
532 |
|
|
|
— |
|
|
|
532 |
|
|
|
— |
|
Loss on asset divestitures/impairment, pre-tax |
|
|
— |
|
|
|
2,907 |
|
|
|
— |
|
|
|
2,907 |
|
ATM equity program expenses, pre-tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
264 |
|
Transaction expenses, pre-tax |
|
|
— |
|
|
|
3,097 |
|
|
|
55 |
|
|
|
3,097 |
|
Employee restructuring expenses, pre-tax |
|
|
332 |
|
|
|
— |
|
|
|
332 |
|
|
|
— |
|
Start-up expenses, pre-tax |
|
|
— |
|
|
|
15 |
|
|
|
— |
|
|
|
507 |
|
Close-out expenses, pre-tax |
|
|
676 |
|
|
|
1,386 |
|
|
|
676 |
|
|
|
1,874 |
|
Other non-cash revenues and expenses, pre-tax |
|
|
(1,048 |
) |
|
|
(885 |
) |
|
|
(2,019 |
) |
|
|
(1,234 |
) |
Adjusted EBITDA |
|
$ |
118,597 |
|
|
$ |
119,250 |
|
|
$ |
218,363 |
|
|
$ |
236,893 |
|
* includes income tax provision on equity in earnings of affiliate |
|
|
|
|
|
|
|
|
|
|
|
|
||||
** includes loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
52
Outlook
The following discussion contains statements that are not limited to 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 Form 10-K for the fiscal year ended December 31, 2024 and “Part II - Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 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.
We continue to be encouraged by the current landscape of growth opportunities. We are preparing for what we believe is an unprecedented opportunity to help the federal government meet its expanded immigration enforcement priorities. We are taking several important steps to meet this opportunity, including making a previously announced significant investment in capital expenditures to strengthen our capabilities to deliver expanded detention capacity, secure transportation, and electronic monitoring and related services to U.S. Immigration and Customs Enforcement and the federal government. Additionally, in the first weeks of the new Administration, President Trump issued an Executive Order reversing the prior Administration's Executive Order that had directed the U.S. Attorney General to not renew U.S. Department of Justice contracts with privately-operated criminal detention facilities.
Any positive trends in the industry may be offset by several factors, including budgetary constraints, contract modifications, contract terminations, contract non-renewals, contract re-bids and/or the decision to not re-bid a contract after expiration of the contract term and the impact of any other potential changes to the willingness or ability to maintain or grow public-private partnerships on the part of other government agencies.
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 approximately 70% and 69% of our operating expenses during the six months ended June 30, 2025 and 2024, respectively. Additional operating expenses include food, utilities and medical costs. During the six months ended June 30, 2025 and 2024, operating expenses totaled approximately 75% and 73%, respectively, of our consolidated revenues. We expect our operating expenses as a percentage of revenues in 2025 will be impacted by the opening of any new or existing idle facilities as a result of the cost of transitioning and/or start-up operations related to a facility opening. We also expect that our operating expenses will be impacted by the effect of inflation on costs related to personnel, utilities, insurance, and medical and food, among other operational costs. During 2025, we will incur carrying costs for facilities that are currently vacant.
General and Administrative Expenses
General and administrative expenses consist primarily of corporate management salaries and benefits, professional fees and other administrative expenses. During each of the six months ended June 30, 2025 and 2024, general and administrative expenses totaled approximately 9% of our consolidated revenues. We expect general and administrative expenses as a percentage of revenues in 2025 to remain consistent or decrease as a result of cost savings initiatives.
Idle Facilities
We are currently marketing (or awaiting activation) 6,785 vacant beds at six U.S. Secure Services and at three of our Reentry Services idle facilities to potential customers. One of our U.S. Secure Services idle facilities, the 700-bed Cheyenne Mountain Recovery Center, is currently under a contract that has not yet been activated. The annual net carrying cost of our idle facilities in 2025 is estimated to be $18.3 million, including depreciation expense of $12.3 million. As of June 30, 2025, these nine facilities had a combined net book value of $186.1 million. We currently do not have any firm commitment or agreement in place to activate the idle facilities (except for the Cheyenne Mountain Recovery Center). Historically, some facilities have been idle for multiple years before they received a new contract award. These idle facilities are included in the U.S. Secure Services and Reentry Services segments. The per diem rates that we charge our clients often vary by contract across our portfolio. However, if the remaining idle facilities were to be activated using our U.S. Secure Services and Reentry Services average per diem rates in 2025 (calculated as the U.S. Secure Services and Reentry Services revenue divided by the number of U.S. Secure Services and Reentry Services mandays) and based on the average occupancy rate in our facilities through June 30, 2025, we would expect to receive incremental annualized revenue of approximately $240 million and an annualized increase in earnings per share of approximately $0.20 to $0.25 per share based on our average operating margins.
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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 Agreement. Payments under the Credit Agreement are indexed to a variable interest rate. Based on borrowings outstanding under the Credit Agreement of approximately $411.9 million and approximately $47.5 million in outstanding letters of credit, as of June 30, 2025, for every one percent increase in the average interest rate applicable to the Credit Agreement, our total annual interest expense would have increased by approximately $4.6 million.
We have entered into certain interest rate swap arrangements for hedging purposes, fixing the interest rate on certain of our variable rate debt. 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 100 basis point 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 as of June 30, 2025, every 10 percent change in historical currency rates would have approximately a $9.0 million effect on our financial position and approximately a $0.9 million impact on our results of operations during the six months ended June 30, 2025.
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 Rules 13a-15(e) and 15d-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 Rules 13a-15(f) and 15d-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 Rules 13a-15(f) and 15d-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. There were no significant changes to our internal control over financial reporting during the quarter ended June 30, 2025.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Litigation, Claims and Assessments
Immigration Detainee Litigation
Civil immigration detainees at the Aurora ICE Processing Center filed a class action lawsuit on October 22, 2014, against the Company in the U.S. District Court for the District of Colorado. The complaint alleges that the Company was in violation of the Colorado Minimum Wage Act ("CMWA") and the Federal Trafficking Victims Protection Act (“TVPA”). The complaint also claims that the Company was unjustly enriched based on the level of payment the detainees received for work performed in a Voluntary Work Program ("VWP") the Company is required to implement at the facility under the terms of its contract with the federal government. On July 6, 2015, the court found that detainees were not employees under the CMWA and dismissed this claim. On February 27, 2017, the court granted the plaintiffs' motion for class certification on the TVPA and unjust enrichment claims. The plaintiffs' 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. On October 18, 2022, the court issued an order granting plaintiffs’ motion for summary judgment on the Company’s affirmative defenses, denying the Company’s motion for summary judgment, motion to dismiss, and motion for decertification of the class, narrowing the class period for plaintiffs’ TVPA claims, and otherwise ruling against the Company’s motions for relief. All trial dates were stayed by court order pending appeal of certain of GEO's defenses to the Tenth Circuit Court of Appeals. Oral argument before the Tenth Circuit was held on September 18, 2023. On October 22, 2024, the Tenth Circuit issued an Order finding appellate review of GEO’s claim of immunity was premature and, therefore, the Tenth Circuit was currently without jurisdiction to consider the merits of GEO’s claimed immunity. On January 13, 2025, GEO filed a Petition for Writ of Certiorari with the United States Supreme Court seeking review of the Tenth Circuit's decision. On June 2, 2025, the United States Supreme Court granted GEO’s Petition for Writ of Certiorari. All trial dates remain stayed.
The first of two State of Washington lawsuits, Nwauzor v. GEO Group, was filed on September 26, 2017, by immigration detainees against the Company in the U.S. District Court for the Western District of Washington. The second lawsuit 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. The plaintiffs claimed that State of Washington minimum wage laws should be enforced with respect to detainees who volunteer to participate in a VWP administered by GEO at the Northwest ICE Processing Center (the "Center") as required by the U.S. Department of Homeland Security under the terms of GEO’s contract. The Center houses people in the custody of federal immigration authorities while the federal government is determining their immigration status. In October 2021, an unfavorable jury verdict and court judgment resulting in a combined $23.2 million judgment entered against the Company in the retrial of the two cases, which judgment amounts were subsequently increased by a further award against the Company of attorney’s fees, costs, and pre-judgment interest in the amount of $14.4 million. Post-judgment interest is accruing on these judgments in accordance with Washington law. The trial court waived the necessity to post a supersedeas bond for the combined judgments and has stayed enforcement of the verdict and judgments while GEO’s appeal to the U.S. Court of Appeals for the Ninth Circuit is pending. Oral argument before the Ninth Circuit was held on October 6, 2022. On March 7, 2023, the Ninth Circuit certified certain state law questions to the Washington Supreme Court. Oral argument before the Washington Supreme Court was held on October 17, 2023. On December 21, 2023, the Washington Supreme Court issued an opinion answering the questions certified by the Ninth Circuit. Under the Ninth Circuit’s March 7, 2023 order certifying the above questions to the Washington Supreme Court, the Ninth Circuit resumed control and jurisdiction over the State of Washington lawsuits. On February 21, 2024, the United States Department of Justice filed its Brief for the United States as Amicus Curiae in Support of GEO, arguing that the State of Washington judgments should be reversed because the Supremacy Clause precludes application of the Washington Minimum Wage Statute to work programs for federal detainees. In its Brief, the Department of Justice asserted that application of the Washington law independently contravened intergovernmental immunity because it would make federal detainees subject to provisions that do not apply, and never have applied, to persons in state custody, singling out a contractor with the federal government for obligations Washington does not itself bear. The Department of Justice also contended that the immigration statutory structure approved by Congress does not contemplate a role for states or state law in governing the VWP for federal detainees. On January 16, 2025, the Ninth Circuit issued an Opinion by a 2-1 vote affirming the lower court’s decision. That Opinion includes a 24-page dissenting opinion. On February 6, 2025, GEO timely filed its Petition for Rehearing En Banc. On March 20, 2025, the United States filed an Amicus Brief with the Ninth Circuit in which it argued that the January 16, 2025 decision of the Ninth Circuit is incorrect in multiple respects, runs contrary to Circuit precedent, and creates significant tension with the case law of other circuits. The United States argued that the application of the state minimum-wage law to federal immigration detainees in the voluntary work program is preempted by a federal appropriation statute that sets the minimum allowance for detainee participants at $1 per day. Additionally, the United States argued that the application of the state minimum-wage law to federal immigration
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detainees likewise impermissibly discriminates against the federal government in violation of intergovernmental-immunity principles. A final mandate has not been issued by the Ninth Circuit and the appeal remains pending until resolution of the Petition for Rehearing.
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. The California lawsuit alleges violations of the state’s minimum wage laws, violations of the TVPA and California's equivalent state statute, unjust enrichment, unfair competition and retaliation. The California court has certified a class of individuals who have been civilly detained at the Company's Adelanto Facility from December 19, 2014, until the date of final judgment. On March 31, 2022, the court entered a stay until the Ninth Circuit rules on the State of Washington lawsuits.
Current and former detainees of the Mesa Verde ICE Processing Center and the Golden State Annex ICE Processing Center filed a class action lawsuit on July 13, 2022, against the Company in the U.S. District Court for the Eastern District of California, Fresno Division. The complaint alleges that federal detainees who volunteer to participate in the VWP at GEO’s Mesa Verde and Golden State Annex ICE facilities are employees of GEO and entitled to the state’s minimum wage. Plaintiffs also make claims for unfair competition, unjust enrichment, human trafficking, forced labor, California's Private Attorneys General Act and retaliation. GEO filed both a motion to stay the action pending the Ninth Circuit's decision in the State of Washington lawsuits and a motion to dismiss the action in its entirety. On July 10, 2023, the court entered a stay until the Ninth Circuit rules on the State of Washington lawsuits. On February 10, 2025, the Court denied plaintiffs’ request to lift the stay until the Ninth Circuit rules on GEO’s Petition for Rehearing En Banc.
GEO believes it operates the VWP in full compliance with its contract with ICE and all applicable laws, regulations, and standards. GEO strongly disputes the claims made in these lawsuits, and intends to take all necessary steps to vigorously defend itself from these lawsuits. GEO has not recorded any accruals relating to these lawsuits at this time as losses are not considered probable.
Challenges to State Legislation that Conflict with Federal Contracts
On July 13, 2023, the Company filed a lawsuit in the U.S. District Court for the Western District of Washington against the State of Washington for declaratory and injunctive relief challenging the State of Washington’s newly enacted law – House Bill 1470. House Bill 1470 purports to empower state agencies with new rule making, inspection, investigation, and testing powers over the Northwest ICE Processing Center. House Bill 1470 also creates a statutory regime of civil penalties applicable to private detention facilities for violations of House Bill 1470 detention standards, and purports to create a private right of action for detainees aggrieved by violations of the statute. On March 8, 2024, the U.S. District Court for the Western District of Washington entered an order preliminarily enjoining the enforcement of House Bill 1470 against GEO as the operator of the Northwest ICE Processing Center. On April 29, 2024, the State of Washington filed a Notice of Appeal of the order preliminarily enjoining the enforcement of House Bill 1470. On February 14, 2025, the U.S. Court of Appeals for the Ninth Circuit heard arguments on the State of Washington’s appeal.
On April 15, 2024, the Company filed a lawsuit in the U.S. District Court for the District of New Jersey against the State of New Jersey for declaratory and injunctive relief challenging the State of New Jersey’s Assembly Bill 5207 – that purports to prohibit the operation of "private detention facilities" in the state, which would prevent the United States from using privately contracted detention facilities to house detainees in the custody of ICE. On April 25, 2024, the U.S. District Court for the District of New Jersey entered an order preliminarily enjoining the State of New Jersey from enforcing Assembly Bill 5207 against a private detention facility-including any owned by Plaintiff GEO until a further Order of the Court. On July 22, 2025, the Third Circuit Court of Appeals affirmed a U.S. District Court for the District of New Jersey decision in a similar case finding Assembly Bill 5207 unconstitutional.
On October 22, 2024, the Company filed a lawsuit in the U.S. District Court for the Eastern District of California against the State of California and the Kern County Public Health Department for declaratory and injunctive relief challenging the State of California’s newly enacted law – Senate Bill 1132. Senate Bill 1132 purports to empower state agencies with new inspection and investigation powers over GEO’s California facilities providing contracted services to ICE. Senate Bill 1132 also purports to impose standards prescribed by the Board of State and Community Corrections on GEO’s provision of contracted services to ICE in California. The State of California and Kern County filed a motion to dismiss on December 20, 2024. The U.S. District Court heard arguments on GEO’s motion for declaratory and injunctive relief and the defendants’ motion to dismiss on March 3, 2025. On May 5, 2025, the U.S. District Court for the Eastern District of California entered an order finding Senate Bill 1132 does not impose any standards on GEO’s provision of contracted services to ICE, and dismissing GEO’s suit with leave to amend.
Other Litigation
The nature of the Company's business also exposes it to various other legal claims or litigation, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by individuals in its care,
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medical malpractice claims, claims related to deaths in custody, 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 detainees, including damages arising from the escape of an individual in its care or from a disturbance or riot at a facility. Legal proceedings with respect to our facilities are unpredictable and, where material, can cause adverse effects, such as prompting modification or even termination of the underlying facility management contracts.
Other Assessment
A New Mexico non-income tax audit completed in 2016 included tax periods for which the state tax authority had previously 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 that was 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 Company appealed the administrative ruling. In February 2024, the Company received notice that the New Mexico Court of Appeals had ruled against its appeal. The Company appealed this ruling to the New Mexico Supreme Court by timely filing a Petition for Writ of Certiorari on April 19, 2024. On July 8, 2024, the New Mexico Supreme Court denied the Company's Petition for Writ of Certiorari. The Company had established an estimated liability (inclusive of both the audit period and the post-audit period) based on its estimate of the most probable loss based on the facts and circumstances known and the advice of outside counsel in connection with this matter. In July 2024, the Company made a payment of approximately $18.9 million towards the estimated liability related to the assessment for the audited period. Following the submission of an application in September 2024, the Company was accepted to participate in the State's managed audit program and entered into a Managed Audit Agreement (the "Agreement") with the New Mexico Taxation and Revenue Department for the post-audit period. The Agreement provides for a waiver of penalties and interest and as such, the Company recorded a favorable adjustment for penalties and interest related to the post-audit period of approximately $6.3 million in the third quarter of 2024. The managed audit is ongoing at this time.
Accruals for Legal Proceedings
The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. 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, including the modification or loss of one or more facility management contracts, or could result in a material impairment of the Company’s assets. The Company's accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The Company generally does not accrue for anticipated legal fees and costs but expenses those items as incurred.
ITEM 1A. RISK FACTORS.
Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024 and Item 1A of Part II of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 includes a detailed discussion of the risk factors that could materially affect our business, financial condition or future prospects. We encourage you to read these risk factors in their entirety.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION.
Rule 10b5-1 Trading Arrangements
Other than as disclosed above,
Compensatory Arrangements of Certain Officers
On July 7, 2025, George C. Zoley and the Company entered into the Amendment to Executive Chairman Employment Agreement (the “Executive Chairman Amendment”). The Executive Chairman Amendment modifies Dr. Zoley’s employment agreement by extending his employment term as Executive Chairman from June 30, 2026 to April 2, 2029, updating his base salary to reflect the base salary previously approved by the Committee in February 2025 and modifying each of the Target Bonus (as defined below) and Target Stock Award (as defined below) applicable to Dr. Zoley from 100% to 150% of his base salary. The Compensation Committee of the Board of Directors (the “Committee”) approved the Executive Chairman Amendment on July 3, 2025.
On July 3, 2025, the Committee approved an adjustment to the annual cash incentive target amount pursuant to the terms of the Senior Management Performance Award Plan (the “Target Bonus”) and the annual equity incentive award target amount (the “Target Stock Award”) applicable to the Company’s Chief Executive Officer, J. David Donahue. The Committee approved the adjustment of each of the Target Bonus and Target Stock Award from 100% to 150% of his base salary. On August 4, 2025, Mr. Donahue and the Company entered into the Amendment to Executive Employment Agreement (the "Executive Amendment") to reflect the adjustments to each of the Target Bonus and Target Stock Award applicable to Mr. Donahue from 100% to 150% of his base salary.
On July 15, 2025, the Committee of the Company approved a modification to the vesting schedule of the one-time special recognition stock award of 207,862 shares of restricted stock granted to George C. Zoley, the Company’s Executive Chairman, on March 3, 2025 such that the award vested on July 17, 2025 instead of March 3, 2026. The Committee approved the modification in light of and in connection with the Executive Chairman Amendment entered into on July 7, 2025 discussed above.
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ITEM 6. EXHIBITS.
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10.1 |
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Purchase and Sale Agreement, dated as of June 3, 2025, by and between The GEO Group, Inc., CPT Operating Partnership L.P. and the State of Oklahoma (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 9, 2025). **
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10.2 |
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Amendment to Executive Chairman Employment Agreement, dated as of July 7, 2025, between The GEO Group, Inc. and George C. Zoley (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-k, filed on July 10, 2025). † |
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10.3 |
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First Amendment to Credit Agreement, dated as of July 14, 2025, among The GEO Group, Inc. and GEO Corrections Holdings, Inc. as borrowers, Citizens Bank, N.A. as Administrative Agent, the other loan parties thereto and the other lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-k, filed on July 17, 2025). |
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10.4 |
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Amendment to Executive Employment Agreement, dated as of August 4, 2025, between The GEO Group, Inc. and J. David Donahue. * †
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31.1 |
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SECTION 302 CEO Certification. * |
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31.2 |
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SECTION 302 CFO Certification. * |
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32.1 |
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SECTION 906 CEO Certification. *** |
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32.2 |
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SECTION 906 CFO Certification. *** |
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101.INS |
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Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema. |
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104 |
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The cover page from the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2025, has been formatted in Inline XBRL (included with the Exhibit 101 attachments). |
* Filed herewith
** Certain exhibits have been omitted pursuant to Item 601 of Regulation S-K. The Company hereby undertakes to furnish copies
of any of the omitted exhibits to the SEC upon request by the SEC; provided that the Company may request confidential treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
***This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing
under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by
reference.
† Management contract or compensatory plan, contract or agreement as defined in Item 402 (a)(3) of Regulation S-K.
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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.
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THE GEO GROUP, INC. |
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Date: |
August 6, 2025 |
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/s/ Mark J. Suchinski |
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Mark J. Suchinski |
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Chief Financial Officer |
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(duly authorized officer and principal financial officer) |
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Source:
