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
Date of report (Date of earliest event reported): August 3, 2011
(Exact Name of Registrant as Specified in Charter)
(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) |
(Registrant’s Telephone Number, Including Area Code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 — Financial Information
Item 2.02 Results of Operations and Financial Condition.
On August 3, 2011, GEO issued a press release (the “Press Release”) announcing its financial
results for the fiscal quarter ended July 3, 2011, revising its financial guidance for full year
2011 and announcing its third and fourth quarter 2011 financial guidance, a copy of which is
furnished hereto as Exhibit 99.1. GEO also held a conference call on August 3, 2011 to discuss its
financial results for the quarter, its revised financial guidance for full year 2011 and its
financial guidance for third and fourth quarters of 2011, a transcript of which is furnished hereto
as Exhibit 99.2.
In the Press Release, GEO provided Pro Forma Net Income, Adjusted EBITDA and Adjusted Funds
from Operations for the fiscal quarter ended July 3, 2011 and the comparable prior-year periods
that were not calculated in accordance with Generally Accepted Accounting Principles (the “Non-GAAP
Information”) and are presented as supplemental disclosures. Generally, for purposes of Regulation
G under the Securities Exchange Act of 1934, Non-GAAP Information is any numerical measure of a
company’s performance, financial position, or cash flows that either excludes or includes amounts
that are not normally excluded or included in the most directly comparable measure calculated and
presented in accordance with GAAP. The Press Release presents the financial measure calculated and
presented in accordance with GAAP, which is the most directly comparable to the Non-GAAP
Information, with a prominence equal to or greater than its presentation of the Non-GAAP
Information. The Press Release also contains a reconciliation of the Non-GAAP Information to the
financial measure calculated and presented in accordance with GAAP which is the most directly
comparable to the Non-GAAP Information.
Pro Forma Net Income is defined as net income adjusted for net (income) loss attributable to
non-controlling interests, start-up/transition expenses, net of tax, international bid and proposal
expenses, net of tax, and M&A related expenses, net of tax as set forth in Table 1 of the Press
Release. GEO believes that Pro Forma Net Income is useful to investors as it provides information
about the performance of GEO’s overall business because such measure eliminates the effects of
certain unusual or non-recurring charges that are not directly attributable to GEO’s underlying
operating performance, it provides disclosure on the same basis as that used by GEO’s management
and it provides consistency in GEO’s financial reporting and therefore continuity to investors for
comparability purposes. GEO’s management uses Pro Forma Net Income to monitor and evaluate its
operating performance and to facilitate internal and external comparisons of the historical
operating performance of GEO and its business units.
Adjusted EBITDA is defined as net income before net interest expense, income tax provision,
depreciation and amortization, and tax provision on equity in earnings of affiliate, adjusted for
(income) loss attributable to non-controlling interests, stock-based compensation,
start-up/transition expenses, international bid and proposal expenses, and M&A related expenses as
set forth in Table 3 of the Press Release. GEO believes that Adjusted EBITDA is useful to
investors as it provides information about the performance of GEO’s overall business because such
measure eliminates the effects of certain unusual or non-recurring charges that are not directly
attributable to GEO’s underlying operating performance, it provides disclosure on the same basis as
that used by GEO’s management and it provides consistency in GEO’s financial reporting and
therefore continuity to investors for comparability purposes. GEO’s management uses Adjusted
EBITDA to monitor and evaluate its operating performance and to facilitate internal and external
comparisons of the historical operating performance of GEO and its business units.
Adjusted Funds From Operations is defined as net income excluding depreciation and
amortization, income tax provision, income taxes paid, stock-based compensation, maintenance
capital expenditures, net equity in earnings of affiliates and amortization of debt costs and other
non-cash interest, net (income) loss attributable to non-controlling interests, start-up/
transition related expenses, international bid and proposal expenses, and M&A related expenses, net
of tax as set forth in Table 4 of the Press Release. GEO believes that Adjusted Funds From
Operations
is useful to investors as it provides information regarding cash that GEO’s operating business
generates before taking into account certain cash and non-cash items that are non-operational or
infrequent in nature, it provides disclosure on the same basis as that used by GEO’s management and
it provides consistency in GEO’s financial reporting and therefore continuity to investors for
comparability purposes. GEO’s management uses Adjusted Funds From Operations to monitor and
evaluate its operating performance and to facilitate internal and external comparisons of the
historical operating performance of GEO and its business units.
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The Non-GAAP Financial Information should be considered in addition to results that are
prepared under current accounting standards but should not be considered a substitute for, or
superior to, financial information prepared in accordance with GAAP. The Non-GAAP Financial
Information may differ from similarly titled measures presented by other companies. The Non-GAAP
Financial Information, as well as other information in the Press Release, should be read in
conjunction with GEO’s financial statements filed with the Securities and Exchange Commission. The
information set forth in Item 2.02 in this Form 8-K is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information set forth in Item 2.02 in this Form
8-K shall not be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended.
Safe-Harbor Statement
This Form 8-K contains forward-looking statements regarding future events and future
performance of GEO that involve risks and uncertainties that could materially affect actual
results, including statements regarding estimated earnings, revenues, costs, and cost synergies,
GEO’s ability to maintain growth and strengthen contract relationships, and GEO’s ability to meet
the increasing demand for correctional, detention, and residential treatment services, and
long-term growth prospects in its industry. Factors that could cause actual results to vary from
current expectations and forward-looking statements contained in this Form 8-K include, but are not
limited to those factors contained in GEO’s Securities and Exchange Commission filings, including
the Form 10-K, 10-Q and 8-K reports.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
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99.1 |
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Press Release, dated August 3, 2011, announcing GEO’s
financial results for the fiscal quarter ended July 3, 2011. |
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99.2 |
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Transcript of Conference Call discussing GEO’s financial
results for the fiscal quarter ended July 3, 2011. |
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