UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Date of report (Date of earliest event reported): |
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February 1, 2011 |
THE GEO GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Florida
(State or Other Jurisdiction of Incorporation)
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| 1-14260
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65-0043078 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 621 NW 53rd Street, Suite 700, Boca Raton, Florida
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33487 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(561) 893-0101
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 7 — Regulation FD
Item 7.01 Regulation FD Disclosure.
Certain Information on Financial Guidance
On November 4, 2010, The GEO Group, Inc. (“GEO”) reported results for the thirteen weeks ended
October 3, 2010, including total revenues of $327.9 million, Adjusted EBITDA of $61.7 million, GAAP
earnings per share of $0.09, and pro forma earnings per share of $0.39. GEO also provided guidance
for the thirteen weeks ended January 2, 2011, projecting total revenues of $370.0 million to $375.0
million and pro forma earnings per share of $0.38 to $0.40. Subsequently, on December 21, 2010, GEO
reaffirmed its previously issued guidance for the thirteen weeks ended January 2, 2011. A
reconciliation from Adjusted EBITDA to GAAP income from continuing operations and from pro forma
earnings per share to GAAP earnings per share is included in GEO’s November 4, 2010 press release
which is available on GEO’s investor relations website at www.geogroup.com.
Although GEO has not completed its financial close for the thirteen weeks ended January 2,
2011, based upon a preliminary review of results of operations, to the extent available, GEO
expects its revenues and earnings per share to be consistent with its previously issued guidance
for the thirteen weeks ended January 2, 2011. The foregoing estimates are preliminary, are based on
a number of assumptions (including, but not limited to, the continued operation of GEO’s facilities
under current contracts at expected occupancy levels through the month of December), and are
subject to a number of risks and uncertainties and, as a result, could change.
The foregoing information is being furnished pursuant to Regulation FD under the Securities
Exchange Act of 1934, as amended. GEO undertakes no duty or obligation to publicly update or revise
the foregoing information, although it may do so from time to time as its management believes is
warranted. Any such updating may be made through the filing of other reports or documents with the
Securities and Exchange Commission, through press releases or through other public disclosure. By
furnishing the information in this Item 7.01, GEO makes no admission as to the materiality thereof.
Certain Supplemental Financial Information
As previously announced, on December 21, 2010, GEO entered into a definitive agreement to
acquire BII Holding Corporation (“BI”), a Delaware corporation (the “BI Acquisition”). GEO is
disclosing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit
99.1. This information, some of which has not previously been reported, may be used by GEO in
connection with certain financing activities relating to the closing of the BI Acquisition. This
information, which is being provided for informational purposes, includes certain unaudited pro
forma financial information of GEO for the fiscal year ended January 3, 2010, the nine months ended
September 27, 2009, and as of and for the nine months ended October 3, 2010, in each case, after
giving effect to the acquisition of Cornell Companies, Inc., acquired on August 12, 2010, and the
BI Acquisition, which is expected to be completed in February 2011 (collectively, the “Supplemental
Financial Information”). The Supplemental Financial Information set forth in Exhibit 99.1 is
attached hereto and incorporated herein by reference.
The information furnished under this Item 7.01 and in Exhibit 99.1 shall not be considered
“filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into any future filing under the Securities Act of 1933, as amended, or under the
Securities Exchange Act of 1934, as amended, unless GEO expressly sets forth in such future filings
that such information is to be considered “filed” or incorporated by reference therein.
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Forward Looking Statements
The information set forth in this Form 8-K and in Exhibit 99.1 includes forward-looking
statements that are based on information currently available to management, management’s beliefs,
as well as on a number of assumptions concerning future events. Forward-looking statements are
not a guarantee of performance and are subject to a number of uncertainties and other factors,
which could cause the actual results to differ materially from those currently expected. For a
more detailed description of the factors that could cause such a difference, please see GEO’s
filings with the SEC. In providing forward-looking statements, GEO does not intend, and is not
undertaking any obligation or duty, to update these statements as a result of new information,
future events or otherwise.
Section 9 — Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits. |
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(d)
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Exhibits |
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| Exhibit No. |
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Description |
99.1
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Supplemental Financial Information, dated February 1, 2011. |
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