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GEO GROUP INC

For the period ended Mar 31, 2025. Filed May 7, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 7, 2025

GEO$27.80+10.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-12.

0000950170-24-125597

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

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0000950170-25-065689

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 221 previous paragraphs and 193 current paragraphs.

123 unchanged; 49 reworded; 19 added; 41 removed; 8 previous and 2 current paragraphs rearranged.

Tables are not compared: 21 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

the Unsecured Notes and the guarantees on the Unsecured Notes will be effectively subordinated to our and the guarantors' senior secured indebtedness and structurally subordinated to the indebtedness of our subsidiaries that do not guarantee the Unsecured Notes;

Current report

the value of the collateral may not be sufficient to satisfy our obligations under the Secured Notes;

Current report

efforts to reduce the U.S. federal deficit could adversely affect our liquidity, results of operations and financial condition;

Current report

the failure to comply with data privacy, security and exchange legal requirements could have a material adverse impact on our business, financial position, results of operations, cash flows and reputation;

Current report

our ability to identify suitable acquisitions or dispositions, and to successfully complete such acquisitions or dispositions;

Current report

federal, state and local tax rules can adversely affect our results of operations and financial position;

Current report

expectations about growth in the utilization of detention beds by the federal government may not be realized, which could negatively impact our stock price;

Current report

On April 21, 2025, we received a notice of termination from the New Mexico Corrections Department for the contract for our company-owned 1200-bed Lea County Correctional Facility effective June 30, 2025.

Current report

On March 20, 2025, we announced that we have entered into a contract with ICE for the immediate activation of a federal immigration processing center at our company-owned, 1-800 bed North Lake Facility in Baldwin Michigan. Within a few months, we expect to finalize a long-term contract with ICE to provide services under a multi-year contract.

Current report

On March 10, 2025, we announced that ICE has entered into a contract modification of the current intergovernmental service agreement (“IGSA”) for our company-owned, 1,328-bed Karnes ICE Processing Center (the "Karnes Center") in Karnes City, Texas to transition the Karnes Center from housing adult males only to housing mixed populations. Subsequently, ICE decided to continue to house single adults at the Karnes ICE Center based on an assessment of the agency’s current needs. GEO provides support services for ICE at the Karnes Center under an IGSA between Karnes County and ICE, that is effective through August 2029. GEO’s support services include the exclusive use of the Karnes Center by ICE, along with security, maintenance, and food services, as well as access to recreational amenities, medical care, and legal counsel.

Current report

On February 27, 2025, we announced that we have been awarded a 15-year, fixed-price contract by ICE to provide support services for the establishment of a federal immigration processing center at the company-owned, 1,000-bed Delaney Hall Facility in Newark, New Jersey. Our support services include the exclusive use of the Delaney Hall Facility by ICE, along with security, maintenance, and food services, as well as access to recreational amenities, medical care, and legal counsel.

Current report

Operating expenses for U.S. Secure Services increased by $13.1 million in First Quarter 2025 compared to First 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 $19.3 million. We also experienced an increase of approximately $1.7 million related to the activation of our company-owned 1,000 bed Delaney Hall facility. Partially offsetting these increases were decreases of approximately $7.9 million related to contract terminations.

Current report

Electronic Monitoring and Supervision Services depreciation and amortization expense decreased in First Quarter 2025 compared to First Quarter 2024 primarily due to certain assets becoming fully depreciated and/or amortized.

Current report

International Services depreciation and amortization expense slightly decreased in First Quarter 2025 compared to First Quarter 2024.

Current report

During First Quarter 2024, we redeemed our outstanding principal amount of our 5.875% Senior Notes due 2024. In connection with the repayment, we wrote off the related deferred loan costs.

Current report

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.
Removed paragraphs (41)

Previous report

the impact of our termination of our REIT election and the discontinuation of quarterly dividend payments and our ability to maximize the use of cash flows to repay debt, deleverage and internally fund growth;

Previous report

we may fail to realize the anticipated benefits of terminating our REIT election or those benefits may take longer to realize than expected, if at all, or may not offset the costs of terminating our REIT election and becoming a taxable C Corporation;

Previous report

if we failed to remain qualified as a REIT for those years we elected REIT status, we would be subject to additional corporate income taxes and would not be able to deduct distributions to shareholders when computing our taxable income for those years;

Previous report

any continuing impact of the COVID-19 global pandemic on GEO and GEO's ability to mitigate the risks associated with COVID-19;

Previous report

During the second quarter of 2024, ICE issued a task order for our company-owned 1,940-bed Adelanto ICE Processing Center in California which provides for continued funding through October 19, 2024, allowing additional time for ICE to obtain relief from previously disclosed COVID-related litigation that currently prevents full use of the Adelanto Center. On October 4, 2024, we announced that ICE has exercised a five-year option period extending the contract for our Adelanto Center through December 19, 2029.

Previous report

Additionally, our 700-bed Broward Transitional Center; 1,314-bed Montgomery Processing Center; and 1,904-bed South Texas ICE Processing Center were renewed for one-year terms through August of 2025, and our Karnes County ICE Processing Center was renewed for a five-year term through August of 2029. Our 1,532-bed Aurora ICE Processing Center was also renewed for a one-year term through October of 2025.

Previous report

On July 31, 2024 we successfully completed the previously disclosed transition of operations at the state-owned 1,536-bed Lawrenceville Correctional Center in Virginia, which is now managed by the Virginia Department of Corrections.

Previous report

Operating expenses for U.S. Secure Services decreased by $1.6 million in Third Quarter 2024 compared to Third Quarter 2023 primarily due to a favorable adjustment for penalties and interest upon entering into a managed audit program with the state of New Mexico taxing authorities of approximately $6.3 million. 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. We also experienced a decrease of approximately $4.7 million related to the transition of operations at the state-owned 1,536-bed Lawrenceville Correctional Center in Virginia to the Virginia Department of Corrections. Partially offsetting these decreases were aggregate net increases in connection with labor and medical costs, transportation services, increased occupancies and the variable costs associated with those services of $9.4 million. Operating expenses as a percentage of segment revenue have decreased due to favorable operating margins on our new transportation contracts.

Previous report

Operating expenses for Reentry Services increased by $2.9 million during Third Quarter 2024 compared to Third Quarter 2023 primarily due to aggregate net increases of $4.5 million related to increased census levels at certain of our community-based and reentry centers due to increased programming needs and referrals and the associated variable costs. Partially offsetting these increases was an aggregate net decrease of $1.6 million due to contract terminations.

Previous report

Electronic Monitoring and Supervision Services depreciation and amortization expense decreased in Third Quarter 2024 compared to Third Quarter 2023 primarily due to certain assets becoming fully depreciated and/or amortized as well as the closing of certain ISAP locations.

Previous report

International Services depreciation and amortization expense was relatively consistent in Third Quarter 2024 compared to Third Quarter 2023.

Previous report

During Third Quarter 2024, we experienced a loss on extinguishment of debt of approximately $2.9 million which consisted of the write-off of existing deferred financing costs and the payment of call premiums in connection with mandatory payments made on our Term Loan. 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 discussion.

Previous report

During Third Quarter 2023, we made a mandatory quarterly prepayment on our Tranche 1 and Tranche 2 loans under our prior senior credit facility. In connection with the prepayment, we wrote off a proportionate amount of related deferred loan costs and discount/premium.

Previous report

During Third Quarter 2023, we experienced a gain on asset divestiture primarily due to the sale of our company-owned 900-bed Albert Bo Robinson Assessment and Treatment Center.

Previous report

Revenues for U.S. Secure Services increased by $80.4 million in the nine months ended September 30, 2024 (the "Nine Months 2024") compared to the nine months ended September 30, 2023 (the "Nine Months 2023") due to aggregate increases of $14.6 million primarily due to the activation of new transportation contracts as well as our lease with the Oklahoma Department of Corrections for our company-owned Great Plains Correctional Facility which commenced on May 1, 2023. In addition, we experienced aggregate net increases in rates and/or per diem amounts in connection with contract modifications, transportation services and increased occupancies of $70.7 million. Partially offsetting these increases were decreases of approximately $4.9 million related to the transition of operations at the state-owned 1,536-bed Lawrenceville Correctional Center in Virginia to the Virginia Department of Corrections.

Previous report

Revenues for Electronic Monitoring and Supervision Services decreased by $83.6 million in Nine Months 2024 compared to Nine Months 2023 primarily due to decreases in average participant counts under ISAP.

Previous report

Revenues for Reentry Services increased by $3.7 million in Nine Months 2024 compared to Nine Months 2023 primarily due to increases of $3.9 million due to new day reporting center contracts. We also experienced a net aggregate increase of $10.3 million primarily related to increased census levels at certain of our community-based and reentry centers due to increased programming needs and referrals. These increases were partially offset by decreases of $10.5 million due to contract terminations.

Previous report

Operating expenses for U.S. Secure Services increased by $32.6 million in Nine Months 2024 compared to Nine Months 2023 primarily due to aggregate net increases in connection with labor and medical costs, transportation services, increased occupancies and the variable costs associated with those services of $35.1 million. We also experienced an increase of $7.3 million primarily related to new transportation contracts. Partially offsetting these increases were decreases of approximately $3.5 million related to the transition of operations at the state-owned 1,536-bed Lawrenceville Correctional Center in Virginia to the Virginia Department of Corrections. We also experienced a favorable adjustment for penalties and interest upon entering into a managed audit program with the state of New Mexico taxing authorities of approximately $6.3 million. 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. Operating expenses as a percentage of segment revenue have decreased due to favorable operating margins on our new transportation contracts.

Previous report

Operating expenses for Electronic Monitoring and Supervision Services decreased by $23.7 million in Nine Months 2024 compared to Nine Months 2023 primarily due to decreases in variable costs related to decreases in average participant counts under ISAP.

Previous report

Operating expenses for International Services increased by $10.9 million in Nine Months 2024 compared to Nine Months 2023 primarily due to a net increase of approximately $9.3 million primarily due to expenses associated with increased populations and our new health care contract in Australia. We also experienced an increase related to foreign exchange rate fluctuations of $1.6 million.

Previous report

Electronic Monitoring and Supervision Services depreciation and amortization expense decreased in Nine Months 2024 compared to Nine Months 2023 primarily due to certain assets becoming fully depreciated and/or amortized as well as the closing of certain ISAP locations.

Previous report

International Services depreciation and amortization expense was relatively consistent in Nine Months 2024 compared to Nine Months 2023.

Previous report

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 $13.2 million in Nine Months 2024 compared to Nine Months 2023 primarily due to increases in certain transaction fees related to our private exchange transactions involving our convertible notes of $3.5 million, certain compensation adjustment decreases during Nine Months 2023 of $4.1 million, with the remaining increase due to increases in business development, consulting and other administrative expenses.

Previous report

Interest income increased by $3.8 million in Nine Months 2024 compared to Nine Months 2023 primarily due to higher cash balances on hand domestically and internationally.

Previous report

During Nine Months 2024, we completed a Senior Note Offering and also made mandatory prepayments on our Term Loan which resulted in a loss on extinguishment of debt of approximately $85.3 million which consisted of the write-off of existing deferred financing costs and net discount/premiums and the payment of call premiums. 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 discussion.

Previous report

During Nine Months 2023, we made a mandatory quarterly prepayment on our Tranche 1 and Tranche 2 loans under our prior senior credit facility. In connection with the prepayment, we wrote off a proportionate amount of related deferred loan costs and discount/premium.

Previous report

During Nine 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.

Previous report

During Nine Months 2023, we experienced a gain on asset divestitures primarily due to the sale of vacant land located in South Dallas County, Texas and the sale of our company-owned 900-bed Albert Bo Robinson Assessment and Treatment Center.

Previous report

The provision for income taxes and the effective tax rate decreased in the Nine Months 2024 compared to Nine Months 2023. The decrease in the provision for income taxes is primarily due to the lower pre-tax income level for Nine Months 2024 compared to Nine Months 2023. In Nine Months 2024 and Nine Months 2023, there was a $5.4 million and $2.0 million net discrete tax benefit, respectively. Included in the net discrete tax benefit from income taxes in Nine Months 2024 and Nine Months 2023 was a $1.0 million discrete tax benefit and a $0.9 million discrete tax expense related to stock compensation that vested during the respective periods. Also included in the net discrete tax benefit from income taxes in the Nine Months 2024 was a $3.5 million discrete tax benefit from the interest deduction related to GEO shares issued to the holders of our 6.5% Exchangeable Senior Notes due 2026 that participated in private exchange transactions. We estimate our 2024 annual effective tax rate to be in the range of approximately 31% to 33%, exclusive of any discrete items.

Previous report

Internationally, we are exploring opportunities in our current markets and will continue to actively bid on any opportunities that fit our target profile for profitability and operational risk.

Showing the first 40 of 41 passages. Open the source sections for the rest.

Reworded paragraphs (49)

Previous wording

the impact of adopted or proposed executive action or legislation under the existing or a new administration aimed at limiting public-private partnerships for secure facilities, processing centers and community reentry centers or limiting or restricting the business and operations of financial institutions or others who do business with us;

Current wording

the impact of adopted or proposed executive action or legislation aimed at limiting public-private partnerships for secure facilities, processing centers and community reentry centers or limiting or restricting the business and operations of financial institutions or others who do business with us;

Previous wording

our ability to maintain or increase occupancy rates at our facilities and the impact of fluctuations in occupancy levels on our revenues and profitability;

Current wording

our ability to maintain or increase occupancy rates at our facilities and the impact of fluctuations in occupancy levels or participants in ISAP on our revenues and profitability;

Previous wording

our ability to successfully pursue an appeal to reverse the unfavorable verdict and judgments in the retrial of the lawsuits in the State of Washington, our company being required to record an accrual for the judgments in the future, and our ability to defend similar other pending litigation and the effect such litigation may have on our company;

Current wording

our ability to successfully pursue an appeal to reverse the recent unfavorable verdict and judgments in the retrial of the lawsuits in the State of Washington, our company being required to record an accrual for the judgments in the future, and our ability to defend similar other pending litigation and the effect such litigation may have on our company;

Previous wording

the covenants in the indentures governing the Convertible Notes, the Secured Notes and the Unsecured Notes and the Credit Agreement impose significant operating and financial restrictions which may adversely affect our ability to operate our business;

Current wording

the covenants in the indentures governing the Secured Notes and the Unsecured Notes and the Credit Agreement impose significant operating and financial restrictions which may adversely affect our ability to operate our business;

Previous wording

our ability to identify and successfully complete any potential sales of Company-owned assets and businesses or potential acquisitions of assets or businesses on commercially advantageous terms on a timely basis, or at all;

Current wording

our ability to identify and successfully complete any potential sales of additional Company-owned assets and businesses on commercially advantageous terms on a timely basis, or at all;

Previous wording

we are subject to the loss of our facility management contracts, due to executive orders, terminations, non-renewals or competitive re-bids or legal proceedings, which could adversely affect our results of operations and liquidity, including our ability to secure new facility management contracts from other government customers;

Current wording

we are subject to the loss of our facility management contracts, due to executive orders, terminations, non-renewals or competitive re-bids, which could adversely affect our results of operations and liquidity, including our ability to secure new facility management contracts from other government customers;

Previous wording

technological changes could cause our electronic monitoring products and technology, including our recently launched BI VeriWatch™wrist-worn device, to become obsolete or require the redesign of our electronic monitoring products, which could have a material adverse effect on our business;

Current wording

technological changes could cause our electronic monitoring products and technology, including our BI VeriWatch™wrist-worn device, to become obsolete or require the redesign of our electronic monitoring products, which could have a material adverse effect on our business;

Previous wording

any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products, including our recently launched BI VeriWatch™wrist-worn device, and services by governmental customers could have a material adverse effect on our business, financial condition and results of operations;

Current wording

any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products, including our BI VeriWatch™wrist-worn device, and services by governmental customers could have a material adverse effect on our business, financial condition and results of operations;

Previous wording

At September 30, 2024, our worldwide operations include the management and/or ownership of approximately 80,000 beds at 99 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.

Current wording

At March 31, 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.

Previous wording

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

Current wording

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

Previous wording

For the nine months ended September 30, 2024 and 2023, we had consolidated revenues of $1,816.0 million and $1,804.9 million, respectively. We maintained an average company-wide facility occupancy rate of approximately 88% including 68,004 active beds and excluding 11,275 idle beds, which includes those being marketed to potential customers, for the nine months ended September 30, 2024, and approximately 86% including 71,034 active beds and excluding 10,221 idle beds, which includes those being marketed to potential customers, for the nine months ended September 30, 2023.

Current wording

For the three months ended March 31, 2025 and 2024, we had consolidated revenues of $604.6 million and $605.7 million, respectively. We maintained an average company-wide facility occupancy rate of approximately 88% including 69,125 active beds and excluding 7,453 idle beds, which includes those being marketed to potential customers, for the three months ended March 31, 2025, and approximately 88% including 69,834 active beds and excluding 11,421 idle beds, which includes those being marketed to potential customers, for the three months ended March 31, 2024.

Previous wording

We are currently marketing (or awaiting activation) 11,275 vacant beds at nine of our ten idle facilities to potential customers, with the exception of our company-owned 750-bed Cheyenne Mountain Recovery Center, which is under a contract that has not yet been activated. The carrying values of these idle facilities totaled $282.8 million as of September 30, 2024, 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.

Current wording

We are currently marketing (or awaiting activation) 7,453 vacant beds at nine idle facilities to potential customers. The carrying values of these idle facilities totaled $184.0 million as of March 31, 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.

Previous wording

The accompanying unaudited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We routinely evaluate our estimates based on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. During the nine months ended September 30, 2024, 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, 2023.

Current wording

The accompanying unaudited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We routinely evaluate our estimates based on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. During the three months ended March 31, 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.

Previous wording

Revenues for U.S. Secure Services increased by $15.9 million in the third quarter ended September 30, 2024 (the "Third Quarter 2024") compared to the third quarter ended September 30, 2023 (the "Third Quarter 2023") due to aggregate net increases of $20.8 million primarily due to increases in occupancies, rates and/or per diem amounts in connection with contract modifications. Partially offsetting this increase were decreases of approximately $4.9 million related to the transition of operations at the state-owned 1,536-bed Lawrenceville Correctional Center in Virginia to the Virginia Department of Corrections.

Current wording

Revenues for U.S. Secure Services increased by $4.8 million in the first quarter ended March 31, 2025 (the "First Quarter 2025") compared to the first quarter ended March 31, 2024 (the "First Quarter 2024") due to aggregate net increases of $12.7 million primarily due to increases in occupancies, rates and/or per diem amounts in connection with contract modifications. Partially offsetting this increase were decreases of approximately $7.9 million related to contract terminations.

Previous wording

The number of compensated mandays in U.S. Secure Services facilities was relatively consistent at approximately 4.2 million in Third Quarter 2024 and Third Quarter 2023. 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 87.2% and 86.6% of capacity in the Third Quarter 2024 and Third Quarter 2023, respectively, excluding idle facilities.

Current wording

The number of compensated mandays in U.S. Secure Services facilities was approximately 4.1 million in First Quarter 2025 compared to approximately 4.2 million in First 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 87.6% of capacity in First Quarter 2025 and First Quarter 2024, excluding idle facilities.

Previous wording

Revenues for Electronic Monitoring and Supervision Services decreased by $14.4 million in Third Quarter 2024 compared to Third Quarter 2023 primarily due to decreases in average participant counts under the Intensive Supervision and Appearance Program ("ISAP").

Current wording

Revenues for Electronic Monitoring and Supervision Services decreased by $9.1 million in First Quarter 2025 compared to First Quarter 2024 primarily due to decreases in average participant counts under the Intensive Supervision and Appearance Program ("ISAP").

Previous wording

Revenues for Reentry Services decreased by $1.3 million in Third Quarter 2024 compared to Third Quarter 2023 primarily due to decreases of $3.6 million due to contract terminations. These decreases were partially offset by aggregate net increases of $2.4 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.

Current wording

Revenues for Reentry Services increased by $2.5 million in First Quarter 2025 compared to First Quarter 2024 primarily due to aggregate net increases of $3.7 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.

Previous wording

Revenues for International Services was relatively consistent in Third Quarter 2024 compared to Third Quarter 2023. We experienced a net increase of $1.4 million primarily due to increased populations at our Australian subsidiary and our new health care contract in Australia. Partially offsetting this increase was a decrease due to foreign exchange rate fluctuations of $1.3 million.

Current wording

Revenues for International Services slightly increased in First Quarter 2025 compared to First Quarter 2024. We experienced a net increase of $2.8 million primarily due to increased populations at our Australian subsidiary and our new health care contract in Australia. Partially offsetting this increase was a decrease due to foreign exchange rate fluctuations of $2.1 million. Our managed-only contract for our Junee Correctional Centre in Australia was transitioned to the government effective March 31, 2025.

Previous wording

Operating expenses for Electronic Monitoring and Supervision Services decreased slightly in Third Quarter 2024 compared to Third Quarter 2023 primarily due to decreases in variable costs related to decreases in average participant counts under ISAP.

Current wording

Operating expenses for Electronic Monitoring and Supervision Services decreased slightly in First Quarter 2025 compared to First Quarter 2024 primarily due to decreases in variable costs related to decreases in average participant counts under ISAP.

Previous wording

Operating expenses for Reentry Services increased by $5.0 million during Nine Months 2024 compared to Nine Months 2023 primarily due to aggregate net increases of $8.8 million related to increased census levels at certain of our community-based and reentry centers due to increased programming needs and referrals and the associated variable costs. We also experienced an increase of $2.8 million primarily due to new day reporting center contracts. Partially offsetting these increases was an aggregate net decrease of $6.6 million due to contract terminations.

Current wording

Operating expenses for Reentry Services increased slightly during First Quarter 2025 compared to First Quarter 2024 primarily due to aggregate net increases of $0.9 million related to increased census levels at certain of our community-based and reentry centers due to increased programming needs and referrals and the associated variable costs. We also experienced an increase of $1.2 million due to new day reporting centers. Partially offsetting these increases was an aggregate net decrease of $1.7 million due to contract terminations.

Previous wording

Operating expenses for International Services increased slightly in Third Quarter 2024 compared to Third Quarter 2023 primarily due to a net decrease in operating expenses of approximately $1.5 million primarily due to lower occupancies at our Australian subsidiary offset by an increase related to foreign exchange rate fluctuations of $1.6 million.

Current wording

Operating expenses for International Services decreased in First Quarter 2025 compared to First Quarter 2024 by $1.1 million primarily due to a net decrease in operating expenses of approximately $0.7 million primarily due to increased occupancies at our Australian subsidiary offset by a decrease related to foreign exchange rate fluctuations of $1.8 million.

Previous wording

U.S. Secure Services depreciation and amortization expense increased in Third Quarter 2024 compared to Third Quarter 2023 primarily due to renovations at certain of our company-owned and leased facilities.

Current wording

U.S. Secure Services depreciation and amortization expense increased in First Quarter 2025 compared to First Quarter 2024 primarily due to renovations at certain of our company-owned and leased facilities.

Previous wording

Reentry Services depreciation and amortization expense decreased in Third Quarter 2024 compared to Third Quarter 2023 primarily due to certain assets becoming fully depreciated and/or amortized as well as certain asset dispositions at our company-owned centers.

Current wording

Reentry Services depreciation and amortization expense decreased in First Quarter 2025 compared to First Quarter 2024 primarily due to certain assets becoming fully depreciated and/or amortized as well as certain asset dispositions at our company-owned centers.

Previous wording

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 were relatively consistent in Third Quarter 2024 compared to Third Quarter 2023.

Current wording

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 $4.7 million in First Quarter 2025 compared to First Quarter 2024 primarily due to the recent reorganization of our senior management team and additional associated professional fees which we incurred during First Quarter 2025 in preparation for expected future growth.

Previous wording

Interest income increased by $1.8 million in Third Quarter 2024 compared to Third Quarter 2023 primarily due to higher cash balances on hand domestically and internationally.

Current wording

Interest income decreased by $0.5 million in First Quarter 2025 compared to First Quarter 2024 primarily due to lower cash balances on hand domestically and internationally and the effect of foreign exchange rates.

Previous wording

Interest expense decreased by $10.3 million in Third Quarter 2024 compared to Third Quarter 2023 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 rates. We also retired the majority of our 6.50% Exchangeable Senior Notes due 2026 during the second quarter of 2024. Refer to

Current wording

Interest expense decreased by $8.9 million in First Quarter 2025 compared to First 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 First Quarter 2024.

Previous wording

The provision for income taxes and the effective tax rate both increased in Third Quarter 2024 compared to the Third Quarter 2023. The increase in the effective tax rate is primarily due to the lower pre-tax income level for the Nine Months 2024 compared to 2023, while the higher provision is due to the higher effective tax rate and increased pre-tax income in Third Quarter 2024 compared to Third Quarter 2023. In Third Quarter 2024 and Third Quarter 2023, there was a $0.3 million and $2.1 million net discrete tax benefit, respectively. In Third Quarter 2024 and Third Quarter 2023 there was no discrete tax expense or benefit related to stock compensation that vested during the respective quarters. We estimate our 2024 annual effective tax rate to be in the range of approximately 31% to 33%, exclusive of any discrete items.

Current wording

The provision for income taxes and the effective tax rate both decreased in First Quarter 2025 compared to the First Quarter 2024 principally due to lower pre-tax income and a higher discrete tax benefit. In First Quarter 2025, there was a $4.2 million net discrete tax benefit as compared to a $0.6 million net discrete tax benefit in First Quarter 2024. Included in the tax provision for income taxes in First Quarter 2025 was a $4.2 million discrete tax benefit as compared to a $0.9 million discrete tax benefit in First Quarter 2024 related to stock compensation that vested during the respective periods. We estimate our 2025 annual effective tax rate to be in the range of approximately 28% to 30%, exclusive of any discrete items.

Previous wording

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 was relatively consistent during Third Quarter 2024 compared to Third Quarter 2023.

Current wording

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 First Quarter 2025 compared to First Quarter 2024 primarily due to favorable performance at GEOAmey.

Previous wording

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 $67.2 million of which $45.3 million was spent through September 30, 2024. We estimate that the remaining capital requirements related to these capital projects will be $21.9 million which will be spent through the remainder of 2024.

Current wording

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 $47.1 million of which $14.2 million was spent through March 31, 2025. We estimate that the remaining capital requirements related to these capital projects will be $32.9 million which will be spent through the remainder of 2025.

Previous wording

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 out to 2029 and 2031.

Current wording

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.

Previous wording

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, which included the full exercise of the initial purchasers’ over-allotment option to purchase an additional $30 million aggregate principal amount of Convertible Notes. The Convertible Notes will mature on February 23, 2026, unless earlier repurchased or exchanged. The Convertible Notes bear 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 is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021.

Current wording

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.

Previous wording

Upon conversion, we will pay or deliver, as the case may be, cash or a combination of cash and shares of common stock. The initial conversion rate is 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 will be subject to adjustment in certain events. If GEO or GEOCH undergoes a fundamental change, holders may require 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.

Current wording

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.

Previous wording

During the second and third quarters of 2024, the Company exchanged approximately $229.7 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. 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.

Current wording

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. 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.

Previous wording

Our debt outstanding under the Credit Agreement, the Secured Notes, the Unsecured Notes and the 6.50% Exchangeable Senior 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, 2023. 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, 2023.

Current wording

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.

Previous wording

GEO’s Secured Notes, Unsecured Notes and Convertible 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”).

Current wording

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”).

Previous wording

(a) Includes amounts due from non-guarantor subsidiaries of $59.3 million and $50.0 million as of September 30, 2024 and December 31, 2023, respectively.

Current wording

(a) Includes amounts due from non-guarantor subsidiaries of $56.2 million and $55.9 million as of March 31, 2025 and December 31, 2024, respectively.

Previous wording

(b) Includes amounts due to non-guarantor subsidiaries of $47.8 million and $31.5 million as of September 30, 2024 and December 31, 2023, respectively.

Current wording

(b) Includes amounts due to non-guarantor subsidiaries of $46.3 million and $46.8 million as of March 31, 2025 and December 31, 2024, respectively.

Previous wording

Cash, cash equivalents and restricted cash and cash equivalents as of September 30, 2024 was $118.4 million compared to $206.2 million as of September 30, 2023.

Current wording

Cash, cash equivalents and restricted cash and cash equivalents as of March 31, 2025 was $117.2 million compared to $195.3 million as of March 31, 2024.

Previous wording

Net cash provided by operating activities amounted to $223.8 million for the nine months ended September 30, 2024 versus net cash provided by operating activities of $230.1 million for the nine months ended September 30, 2023. Cash provided by operating activities during the nine months ended September 30, 2024 was positively impacted by non-cash expenses such as depreciation and amortization, loss on asset divestitures/impairment, 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 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 decreased in total by $7.3 million, representing a positive impact on cash. The decrease was primarily driven by the timing of billings and collections. Accounts payable, accrued expenses and other liabilities increased by $3.6 million which positively impacted cash. The increase was primarily driven by the timing of payments.

Current wording

Net cash provided by operating activities amounted to $71.2 million for the three months ended March 31, 2025 versus net cash provided by operating activities of $83.3 million for the three months ended March 31, 2024. Cash provided by operating activities during the three months ended March 31, 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 and realized/unrealized gain on investments negatively impacted cash. Accounts receivable, prepaid expenses and other assets increased in total by $9.0 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 increased by $21.0 million which positively impacted cash. The increase was primarily driven by the timing of payments.

Previous wording

Net cash provided by operating activities for the nine months ended September 30, 2023 was positively impacted by net income attributable to GEO, non-cash expenses such as depreciation and amortization, 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 and stock-based compensation expense. Equity in earnings of affiliates, net of tax, gain on assets held for sale and realized/unrealized gain on investments negatively impacted cash. Accounts receivable, prepaid expenses and other assets decreased in total by $45.1 million, representing a positive impact on cash. The decrease was primarily driven by the favorable timing of billings and collections. Accounts payable, accrued expenses and other liabilities decreased by $9.7 million which negatively impacted cash. The decrease was primarily driven by the timing of payments.

Current wording

Net cash provided by operating activities during the three months ended March 31, 2024 was positively impacted by net income attributable to GEO, 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 and stock-based compensation expense. Equity in earnings of affiliates, net of tax and unrealized/realized gain on investments negatively impacted cash. Accounts receivable, prepaid expenses and other assets decreased in total by $25.8 million, representing a positive impact on cash. The decrease was primarily driven by the favorable timing of billings and collections. Accounts payable, accrued expenses and other liabilities decreased by $6.4 million which negatively impacted cash. The decrease was primarily driven by the timing of payments.

Showing the first 40 of 49 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (8)

Previous report — wording carried elsewhere

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 discussion.

Previous report — wording carried elsewhere

The number of compensated mandays in U.S. Secure Services facilities was approximately 12.7 million in Nine Months 2024 and 12.5 million in Nine Months 2023. We experienced an aggregate net increase of approximately 200,000 mandays primarily due to increased occupancies as discussed above. We look at the average occupancy in our facilities to determine how we are managing our available beds. The average occupancy is calculated by taking compensated mandays as a percentage of capacity. The average occupancy in our U.S. Secure Services facilities was 87.7% and 86.2% of capacity in the Nine Months 2024 and Nine Months 2023, respectively, excluding idle facilities.

Previous report — wording carried elsewhere

Revenues for International Services increased by $10.5 million in Nine Months 2024 compared to Nine Months 2023 primarily due to a net increase of $22.1 million due to increased populations at our Australian subsidiary and our new health care contract in Australia. Partially offsetting this increase was a decrease due to foreign exchange rate fluctuations of $11.6 million.

Previous report — wording carried elsewhere

U.S. Secure Services depreciation and amortization expense increased in Nine Months 2024 compared to Nine Months 2023 primarily due to renovations at certain of our company-owned and leased facilities.

Previous report — wording carried elsewhere

Reentry Services depreciation and amortization expense decreased in Nine Months 2024 compared to Nine Months 2023 primarily due to certain assets becoming fully depreciated and/or amortized as well as certain asset dispositions at our company-owned centers.

Previous report — wording carried elsewhere

Interest expense decreased by $17.6 million in Nine Months 2024 compared to Nine Months 2023 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 rates. We also retired the majority of our 6.50% Exchangeable Senior Notes due 2026 during Nine Months 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 discussion.

Previous report — wording carried elsewhere

Equity in Earnings of Affiliates, net of Income Tax Provision

Previous report — wording carried elsewhere

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 decreased during Nine Months 2024 compared to Nine Months 2023 due to unfavorable insurance adjustments at SACS.