UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 11, 2011
THE GEO GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Florida
(State or Other Jurisdiction of Incorporation)
| 1-14260 | 65-0043078 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 621 NW 53rd Street, Suite 700, Boca Raton, Florida | 33487 | |
| (Address of Principal Executive Offices) | (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 8 — Other Events
Item
8.01 Other Events.
California Contract Terminations
On July 11, 2011, The GEO Group, Inc. (“GEO”) issued a press release announcing contract terminations
for three of its community correctional facilities in the State of California. A copy of the press release
announcing the contract terminations is attached hereto as Exhibit
99.1.
Stock Repurchase Program
On July 14, 2011, GEO announced that its Board of Directors has approved a stock repurchase program
of up to $100.0 million of GEO’s common stock effective through December 31, 2012. The stock
repurchase program will be funded primarily with cash on hand, free cash flow, and
borrowings under GEO’s revolving credit facility. GEO believes it has the ability to fund the stock
repurchase program, its working capital, its debt service requirements, and its maintenance and growth
capital expenditure requirements, while maintaining sufficient
liquidity for other corporate purposes.
The stock repurchase program is intended to be implemented through purchases made from time to time
in the open market or in privately negotiated transactions, in accordance with applicable Securities
and Exchange requirements. The program may also include repurchases from time to time from executive
officers or directors of vested restricted stock and/or vested stock options. The stock repurchase
program does not obligate GEO to purchase any specific amount of its common stock and may be suspended
or extended at any time at the company’s discretion. A copy of the press release announcing the stock repurchase
program is attached hereto as Exhibit 99.2.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
| 99.1 | Press Release, dated July 11, 2011, announcing contract terminations for three of GEO’s community correctional facilities in California | |
| 99.2 | Press Release, dated July 14, 2011, announcing GEO’s $100.0 million stock repurchase program |
2
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 hereunto duly authorized.
| THE GEO GROUP, INC. |
||||
| July 15, 2011 Date |
By: | /s/ Brian R. Evans | ||
| Brian R. Evans | ||||
| Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
||||
3
Exhibit 99.1
|
NEWS RELEASE |
One Park Place, Suite 700 • 621 Northwest 53rd Street • Boca Raton, Florida 33487 • www.geogroup.com
CR-11-15
THE GEO GROUP ANNOUNCES CONTRACT CANCELLATIONS FOR
THREE COMMUNITY CORRECTIONAL FACILITIES IN CALIFORNIA
THREE COMMUNITY CORRECTIONAL FACILITIES IN CALIFORNIA
Boca Raton, Fla. — July 11, 2011 — The GEO Group (NYSE: GEO) (“GEO”) announced today that the
State of California has decided to implement its Criminal Justice Realignment Plan (the
“Realignment Plan”), which is expected to delegate tens of thousands of low level state offenders
to local county jurisdictions in California effective October 1, 2011. As a result of the
implementation of the Realignment Plan, the State of California has decided to discontinue
contracts with Community Correctional Facilities which currently house low level state offenders
across the state.
This decision will impact three GEO facilities: the company-leased 305-bed Leo Chesney Community
Correctional Facility, the company-owned 643-bed Desert View Modified Community Correctional
Facility, and the company-owned 625-bed Central Valley Modified Community Correctional Facility.
GEO has received written notice from the California Department of Corrections and Rehabilitation
regarding the cancellation of GEO’s agreements for the housing of low level state offenders at
these three facilities effective as of September 30, 2011, November 30, 2011 and November 30, 2011,
respectively.
GEO is in the process of actively marketing these facilities to local county agencies in
California. Given that most local county jurisdictions in California are presently operating at or
above their correctional capacity, GEO is hopeful that it will be able to market these facilities
to local county agencies for the housing of low level offenders who will be the responsibility of
local county jurisdictions.
If GEO is unable to secure alternative customers for these three facilities, GEO estimates that the
combined annualized negative earnings per share impact of the cancellations would be approximately
$0.10-0.13, including carrying costs while the facilities are idle. The combined annualized
revenues for these three facilities were approximately $33-$35 million.
Based on the timing of when the cancellations are expected to become effective, GEO is not changing
its previously issued full-year 2011 earnings guidance.
The GEO Group is a world leader in the delivery of correctional, detention, and residential
treatment services to federal, state, and local government agencies around the globe. GEO offers a
turnkey approach that includes design, construction, financing, and operations. GEO represents
government clients in the United States, Australia, South Africa, and the United Kingdom. GEO’s
worldwide operations include the management and/or ownership of approximately 80,000 beds at 116
correctional, detention and residential treatment facilities, including projects under development.
—More—
Contact:
|
Pablo E. Paez | 1-866-301-4436 | ||||
| Vice President, Corporate Relations |
NEWS RELEASE
This press release 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 and costs and our ability to
maintain growth and strengthen contract relationships. Factors that could cause actual results to
vary from current expectations and forward-looking statements contained in this press release
include, but are not limited to: (1) GEO’s ability to successfully pursue further growth and
continue to enhance shareholder value; (2) GEO’s ability to access the capital markets in the
future on satisfactory terms or at all; (3) risks associated with GEO’s ability to control
operating costs associated with contract start-ups; (4) GEO’s ability to timely open facilities as
planned, profitably manage such facilities and successfully integrate such facilities into GEO’s
operations without substantial costs; (5) GEO’s ability to win management contracts for which it
has submitted proposals and to retain existing management contracts; (6) GEO’s ability to obtain
future financing on acceptable terms; (7) GEO’s ability to sustain company-wide occupancy rates at
its facilities; and (8) other factors contained in GEO’s Securities and Exchange Commission
filings, including the forms 10-K, 10-Q and 8-K reports.
-End-
Contact:
|
Pablo E. Paez | 1-866-301-4436 | ||||
| Vice President, Corporate Relations |
Exhibit 99.2
|
|
NEWS RELEASE |
One Park Place, Suite 700 • 621 Northwest 53rd Street • Boca Raton, Florida 33487 • www.geogroup.com
CR-11-16
CR-11-16
THE GEO GROUP ANNOUNCES $100 MILLION STOCK REPURCHASE PROGRAM
Boca Raton, Fla. — July 14, 2011 — The GEO Group (NYSE:GEO) (“GEO”) announced today that its
Board of Directors has approved a stock repurchase program of up to $100.0 million of GEO’s common
stock effective through December 31, 2012. The stock repurchase program will be funded primarily
with cash on hand, free cash flow, and borrowings under GEO’s revolving credit facility. GEO
believes it has the ability to fund the stock repurchase program, its working capital, its debt
service requirements, and its maintenance and growth capital expenditure requirements, while
maintaining sufficient liquidity for other corporate purposes.
The stock repurchase is intended to be implemented through purchases made from time to time in the
open market or in privately negotiated transactions, in accordance with applicable Securities and
Exchange requirements. The program may also include repurchases from time to time from executive
officers or directors of vested restricted stock and/or vested stock options. The stock repurchase
program does not obligate GEO to purchase any specific amount of its common stock and may be
suspended or extended at any time at the company’s discretion. As of May 5, 2011, GEO had
approximately 64.9 million shares of common stock outstanding.
George C. Zoley, Chairman of the Board and Chief Executive Officer of GEO said: “We continue to be
optimistic about the demand in our core market segments and the long term growth prospects for our
company, and we believe we have the flexibility to pursue long term growth opportunities, while
enhancing our shareholders’ returns with the implementation of a stock repurchase program. Given
current market conditions, we believe it is appropriate to allocate part of our capital resources
to opportunistically repurchase shares of common stock at prices which would meet or exceed our
targeted returns on invested capital.”
The GEO Group is a world leader in the delivery of correctional, detention, and residential
treatment services to federal, state, and local government agencies around the globe. GEO offers a
turnkey approach that includes design, construction, financing, and operations. GEO represents
government clients in the United States, Australia, South Africa, and the United Kingdom. GEO’s
worldwide operations include the management and/or ownership of approximately 80,000 beds at 116
correctional, detention and residential treatment facilities, including projects under development.
This press release 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 and costs and our ability to
maintain growth and strengthen contract relationships. Factors that could cause actual results to
vary from current expectations and forward-looking statements contained in this press release
include, but are not limited to: (1) GEO’s ability to successfully pursue further growth and
continue to enhance shareholder value; (2) GEO’s ability to access the capital markets in the
future on satisfactory terms or at all; (3) risks associated with GEO’s ability to control
operating costs associated with contract start-ups; (4) GEO’s ability to timely open facilities as
planned, profitably manage such facilities and successfully integrate such facilities into GEO’s
operations without substantial costs; (5) GEO’s ability to win management contracts for which it
has submitted proposals and to retain existing management contracts; (6) GEO’s ability to obtain
future financing on acceptable terms; (7) GEO’s ability to sustain company-wide occupancy rates at
its facilities; and (8) other factors contained in GEO’s Securities and Exchange Commission
filings, including the forms 10-K, 10-Q and 8-K reports.
-End-
Contact:
|
Pablo E. Paez | 1-866-301-4436 | ||
| Vice President, Corporate Relations |