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What changed in GEO GROUP INC's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of GEO GROUP INC's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+504 added−497 removedSource: 10-K (2024-02-29) vs 10-K (2023-02-27)

Top changes in GEO GROUP INC's 2023 10-K

504 paragraphs added · 497 removed · 353 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

66 edited+57 added−22 removed92 unchanged
Biggest changeDeyton Detention Facility Lovejoy, GA 768 USMS Federal Detention Medium February 2008 5 years Three, five-year Leased South Bay Correctional and Rehabilitation Facility South Bay, FL 1,948 FL DMS State Correctional Medium/Close July 2009 3 years Four, Two-year, plus one six-month extension, plus two, two-year Managed South Louisiana ICE Processing Center, LA(2) 1,000 ICE-IGA State Correctional Medium June 2015 5 years One-month, plus fifty nine-month extension Owned Secure Services — Australia: Fulham Correctional Centre & Nalu Challenge Community Victoria, Australia 922 VIC DOJ State Prison Minimum/Medium July 2012 4 years Nineteen years, Four months Managed Junee Correctional Centre New South Wales, Australia 1,279 NSW State Prison Minimum/Medium March 2014 5 years Two, Five year Managed Ravenhall Correctional Centre Melbourne, Australia 1,300 VIC DOJ State Prison Medium November 2017 24 years plus 5 months None Managed 13 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — South Africa: Kutama-Sinthumule Correctional Centre Limpopo Province, Republic of South Africa 3,024 RSA DCS National Prison Maximum February 2002 25 years None Managed Corrections & Detention — Canada: New Brunswick Youth Centre Mirimachi, Canada (3) N/A PNB Provincial Juvenile Facility All Levels October 1997 25 years None Managed Reentry Services: ADAPPT, PA 186 PA DOC Community Corrections Community February 2019 1 year Four, One-year Owned Alabama Therapeutic Education Facility, AL 724 AL DOC Community Corrections Community December 2021 2 years Three, one-year Owned Albert Bo Robinson Assessment & Treatment Center, NJ 900 Idle Owned Arapahoe County Residential Center, CO 240 Arapahoe County Community Corrections Community July 2022 1 year None Owned Beaumont Transitional Treatment Center Beaumont, TX 180 TDCJ Community Corrections Community September 2020 2 years Three, One-year Owned Bronx Community reentry Center Bronx, NY 196 BOP Community Corrections Community July 2020 1 year Nine, One-year Leased Casper Reentry Center, WY 342 BOP/Natrona Community Corrections Community January 2022/July 2021 1 year/2 years Four, One year/None Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Chester County, PA 149 PA DOC Community Corrections Community February 2019 1 year Four, One-year Owned Cheyenne Mountain Recovery Center, CO 750 Idle Owned Coleman Hall, PA 350 Idle Owned Community Alternatives of El Paso County, CO 240 El Paso County Community Corrections Community June 2019 1 year Four, One-year Owned Correctional Alternative Placement Services, CO N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Community Alternatives of the Black Hills, SD 68 BOP Community Corrections Community October 2021 1 year Four, One-year Owned Cordova Center Anchorage, AK 296 BOP / AK DOC Community Corrections Community June 2019/July 2019 1 year/1 year Nine, One-year renewals/Four, One-year Owned Delaney Hall, NJ 1,200 Essex County Community Corrections Community January 2022 1 Year One, One-year Owned El Monte Center El Monte, CA 70 BOP Community Corrections Community October 2019 1 year Nine, One-year Leased Grossman Center Leavenworth, KS 150 BOP Community Corrections Community July 2019 1 year Nine, One-year Owned Las Vegas Community Correctional Center Las Vegas, NV 124 BOP Community Corrections Community February 2021 1 year Four, One-year Owned Leidel Comprehensive Sanction Center Houston, TX 190 BOP Community Corrections Community January 2021 1 year Four, One-year Owned 14 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Logan Hall, NJ N/A Third Party Tenant N/A N/A N/A N/A N/A Leased Long Beach Community Reentry Center, CA 112 CDCR Community Corrections Community November 2019 4 years, 7 months, 4 weeks, 1 day None Leased Marvin Gardens Center Los Angeles, CA 60 BOP Community Corrections Community December 2018 1 year Four, One year Leased Mid Valley House Edinburg, TX 128 BOP Community Corrections Community December 2020 1 year Nine, One year Owned Midtown Center Anchorage, AK 32 AK DOC Community Corrections Community Corrections June 2019 1 year Four, One year Owned New Mexico Mens Recovery Academy, NM 174 NM DOC Community Corrections Community Corrections July 2019 4 years None Managed New Mexico Womens Recovery Academy, NM 60 NM DOC Community Corrections Community Corrections July 2019 4 years None Managed Northstar Center Fairbanks, AK 143 AK DOC Community Corrections Community July 2022 1 year Three, One year Leased Oakland Center Oakland, CA 69 BOP Community Corrections Community February 2020 1 year Nine, One year Owned Parkview Center Anchorage, AK 112 AK DOC Community Corrections Community June 2020 1 year Three, One year Owned Philadelphia Residential Reentry Center 400 BOP Community Corrections Community April 2019 1 year Four, One year Owned Reality House Brownsville, TX 94 BOP Community Corrections Community July 2019 1 year Four, One year Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Salt Lake City Center Salt Lake City, UT 115 BOP Community Corrections Community June 2019 1 year Nine, One-year Owned Scranton Facility, PA 100 PA DOC Community Corrections Community February 2019 1 year Four, One-year Leased Seaside Center Nome, AK 62 AK DOC Community Corrections Community June 2019 1 year Four, One-year Owned Southeast Texas Transitional Center Houston, TX 500 TDCJ Community Corrections Community September 2020 2 years Three One-year Owned The Harbor, NJ 260 NJ DOC Community Corrections Community July 2022 2 years None Leased Toler Hall, NJ N/A Third Party Tenant N/A N/A N/A N/A N/A Leased Tully House, NJ 344 NJ DOC Community Corrections Community July 2022 2 years None Owned Taylor Street Center San Francisco, CA 240 BOP / CDCR Community Corrections Community April 2021/July 2022 1 year/3 years Four, One-year/Two, One-year Owned Tampa Residential Reentry Center Tampa, FL 118 BOP Community Corrections Community September 2021 1 year Four, One-year Owned Tundra Center Bethel, AK 85 AK DOC Community Corrections Community June 2019 1 year Four, One-year Owned 15 Abraxas Academy Morgantown, PA N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Abraxas I Marienville, PA N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Abraxas Ohio Shelby, OH N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Hector Garza Center San Antonio, TX 139 Idle Owned Southern Peaks Regional Treatment Center Canon City, CO N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Southwood Interventions Chicago, IL N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Woodridge Interventions Woodridge, IL N/A Third Party Tenant N/A N/A N/A N/A N/A Owned The following table summarizes certain information with respect to our reentry Day Reporting Centers, which we refer to as DRCs.
Biggest changeDeyton Detention Facility Lovejoy, GA 768 USMS Federal Detention Medium February 2008 5 years Three, five-year Leased South Bay Correctional and Rehabilitation Facility South Bay, FL 1,948 FL DMS State Correctional Medium/Close July 2009 3 years Four, Two-year, plus one six-month, plus two, two-year Managed South Louisiana ICE Processing Center, LA(2) 1,000 ICE-IGA State Correctional Medium June 2015 5 years One-month, plus fifty nine-month s Owned Secure Services — Australia: Fulham Correctional Centre & Nalu Challenge Community Victoria, Australia 922 VIC DOJ State Prison Minimum/Medium July 2012 4 years Nineteen years, Four months Managed Junee Correctional Centre New South Wales, Australia 1,279 NSW State Prison Minimum/Medium March 2014 5 years One, six-year Managed Ravenhall Correctional Centre Melbourne, Australia 1,300 VIC DOJ State Prison Medium November 2017 24 years plus 5 months None Managed 14 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — South Africa: Kutama-Sinthumule Correctional Centre Limpopo Province, Republic of South Africa 3,024 RSA DCS National Prison Maximum February 2002 25 years None Managed Reentry Services: ADAPPT, PA 64 PA DOC Community Corrections Community February 2019 1 year Four, One-year Owned Alabama Therapeutic Education Facility, AL 722 AL DOC Community Corrections Community December 2021 2 years Three, one-year Owned Arapahoe County Residential Center, CO 202 Arapahoe County Community Corrections Community July 2023 1 year None Owned Beaumont Transitional Treatment Center Beaumont, TX 180 TDCJ Community Corrections Community September 2020 2 years Three, One-year Owned Bronx Community reentry Center Bronx, NY 172 BOP Community Corrections Community July 2020 1 year Nine, One-year Leased Casper Reentry Center, WY 342 BOP/Natrona Community Corrections Community January 2022/July 2020 1 year/2 years Four, one-year/One, two-year, plus one, one-year Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Chester County, PA 142 PA DOC Community Corrections Community February 2019 1 year Four, One-year Owned Cheyenne Mountain Recovery Center, CO 750 Idle Owned Coleman Hall, PA 350 Idle Owned Community Alternatives of El Paso County, CO 240 El Paso County Community Corrections Community June 2019 1 year Four, One-year Owned Community Alternatives of the Black Hills, SD 68 BOP Community Corrections Community October 2021 1 year Four, One-year Owned Cordova Center Anchorage, AK 296 BOP / AK DOC Community Corrections Community June 2019/July 2019 1 year/1 year Nine, One-year renewals/Four, One-year Owned Delaney Hall, NJ 1,200 Idle Owned El Monte Center El Monte, CA 70 BOP Community Corrections Community October 2019 1 year Nine, One-year Leased Grossman Center Leavenworth, KS 136 BOP Community Corrections Community July 2019 1 year Nine, One-year Owned Las Vegas Community Correctional Center Las Vegas, NV 124 BOP Community Corrections Community February 2021 1 year Four, One-year Owned Leidel Comprehensive Sanction Center Houston, TX 190 BOP Community Corrections Community January 2021 1 year Four, One-year Owned 15 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Logan Hall, NJ N/A Third Party Tenant N/A N/A N/A N/A N/A Leased Long Beach Community Reentry Center, CA 112 CDCR Community Corrections Community November 2019 4 years, 8 months, None Leased Marvin Gardens Center Los Angeles, CA 60 BOP Community Corrections Community December 2023 1 year Four, One year Leased Mid Valley House Edinburg, TX 128 BOP Community Corrections Community December 2020 1 year Nine, One year Owned Midtown Center Anchorage, AK 32 AK DOC Community Corrections Community Corrections June 2019 1 year Four, One year Owned New Mexico Mens Recovery Academy, NM 124 NM DOC Community Corrections Community Corrections July 2023 4 years None Managed New Mexico Womens Recovery Academy, NM 60 NM DOC Community Corrections Community Corrections July 2023 4 years None Managed Northstar Center Fairbanks, AK 120 AK DOC Community Corrections Community July 2022 1 year Three, One year Leased Oakland Center Oakland, CA 69 BOP Community Corrections Community February 2020 1 year Nine, One year Owned Parkview Center Anchorage, AK 112 AK DOC Community Corrections Community June 2020 1 year Three, One year Owned Philadelphia Residential Reentry Center 400 BOP Community Corrections Community April 2019 1 year Four, One year Owned Reality House Brownsville, TX 94 BOP Community Corrections Community July 2019 1 year Four, One year Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Salt Lake City Center Salt Lake City, UT 115 BOP Community Corrections Community June 2019 1 year Nine, One-year Owned Scranton Facility, PA 100 PA DOC Community Corrections Community February 2019 1 year Four, One-year Leased Seaside Center Nome, AK 60 AK DOC Community Corrections Community June 2019 1 year Four, One-year Owned Southeast Texas Transitional Center Houston, TX 500 TDCJ Community Corrections Community September 2020 2 years Three One-year Owned The Harbor, NJ 260 NJ DOC Community Corrections Community July 2022 2 years None Leased Toler Hall, NJ N/A Third Party Tenant N/A N/A N/A N/A N/A Leased Tully House, NJ 344 NJ DOC Community Corrections Community July 2022 2 years None Owned Taylor Street Center San Francisco, CA 240 BOP / CDCR Community Corrections Community April 2021/July 2022 1 year/3 years Four, One-year/Two, One-year Owned Tampa Residential Reentry Center Tampa, FL 118 BOP Community Corrections Community September 2021 1 year Four, One-year Owned Tundra Center Bethel, AK 85 AK DOC Community Corrections Community June 2019 1 year Four, One-year Owned Abraxas Academy Morgantown, PA N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Abraxas I Marienville, PA N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Abraxas Ohio Shelby, OH N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Hector Garza Center San Antonio, TX 139 Idle Owned Southern Peaks Regional Treatment Center Canon City, CO N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Southwood Interventions Chicago, IL N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Woodridge Interventions Woodridge, IL N/A Third Party Tenant N/A N/A N/A N/A N/A Owned 16 The following table summarizes certain information with respect to our reentry Day Reporting Centers, which we refer to as DRCs.
We provide a diversified scope of services on behalf of our government agency partners: • our secure facility management services involve the provision of security, administrative, rehabilitation, education, and food services at secure services facilities; • our reentry services involve supervision of individuals in community-based programs and reentry centers and the provision of temporary housing, programming, employment assistance and other services with the intention of the successful reintegration of residents into the community; • we provide comprehensive electronic monitoring and supervision services; • we develop new facilities, using our project development experience to design, construct and finance what we believe are state-of-the-art facilities; • we provide secure transportation services; and • our services are provided at facilities which we either own, lease or are owned by government.
We provide a diversified scope of services on behalf of our government agency partners: • our secure facility management services involve the provision of security, administrative, rehabilitation, education, and food services at secure services facilities; • our reentry services involve supervision of individuals in community-based programs and reentry centers and the provision of temporary housing, programming, employment assistance and other services with the intention of the successful reintegration of residents into the community; • we provide comprehensive electronic monitoring and supervision services; • we develop new facilities, using our project development experience to design, construct and finance what we believe are state-of-the-art facilities; • we provide secure transportation services; and • our services are provided at facilities which we either own, lease or are owned by our government agency partners.
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.
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.
To support these objectives, the Company’s human resources programs are designed to develop talent to prepare them for critical roles and leadership positions 18 for the future; reward and support employees through competitive pay, benefit, and perquisite programs; enhance the Company’s culture through efforts aimed at making the workplace more engaging and inclusive; acquire talent and facilitate internal talent mobility to create a high-performing, diverse workforce; and evolve and invest in technology, tools, and resources to enable employees at work.
To support these objectives, the Company’s human resources programs are designed to develop talent to prepare them for critical roles and leadership positions for the future; reward and support employees through competitive pay, benefit, and perquisite programs; enhance the Company’s culture through efforts aimed at making the workplace more engaging and inclusive; acquire talent and facilitate internal talent mobility to create a high-performing, diverse workforce; and evolve and invest in technology, tools, and resources to enable employees at work.
GEO’s use of TRSs permitted us to engage in certain business activities in which the REIT could not engage directly, so long as those activities were conducted in entities that elected to be treated as TRSs under the Internal Revenue Code of 1986, as amended, and enabled GEO to, among other things, provide correctional services at facilities it owns and at facilities owned by its government partners.
GEO’s use of TRSs permitted us to engage in certain business activities in which the REIT could not engage directly, so long as those activities were conducted in entities that elected to be treated as TRSs under the Internal Revenue Code of 1986, as amended, and enabled GEO to, among other things, provide correctional services at facilities it owned and at facilities owned by its government partners.
(4) The Colorado Day Reporting Centers provide many of the same services as the full-service Day Reporting Centers, but rather than providing these services through comprehensive treatment plans dictated by the governing authority, these services are provided on a fee for service basis. Such services may be connected to government agency contracts and would be reimbursed by those agencies.
(4) The Colorado Day Reporting Centers provide many of the same services as the full-service Day Reporting Centers, but rather than providing these services through comprehensive treatment plans dictated by the governing authority, these services are provided on a fee 17 for service basis. Such services may be connected to government agency contracts and would be reimbursed by those agencies.
We believe that our long operating history and reputation have earned us credibility with both existing and prospective customers when bidding on new facility management contracts or when renewing existing contracts. 6 We also plan to leverage our experience and scale of service offerings to expand the range of public-private partnership services that we provide.
We believe that our long operating history and reputation have earned us credibility with both existing and prospective customers when bidding on new facility management contracts or when renewing existing contracts. We also plan to leverage our experience and scale of service offerings to expand the range of public-private partnership services that we provide.
In addition, the SEC makes available on its website, free of charge, reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including GEO. The SEC’s website is located at http://www.sec.gov. Information provided on our website or on the SEC’s website is not part of this Annual Report on Form 10-K.
In addition, the SEC makes available on its website, free of charge, reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including GEO. The SEC’s website is located at http://www.sec.gov. Information provided on our website or on the SEC’s website is not part of this Annual Report on Form 10-K. 22
There can be no assurance that our insurance coverage will be adequate to cover all claims to which we may be exposed. It is our 20 general practice to bring merged or acquired companies into our corporate master policies in order to take advantage of certain economies of scale.
There can be no assurance that our insurance coverage will be adequate to cover all claims to which we may be exposed. It is our general practice to bring merged or acquired companies into our corporate master policies in order to take advantage of certain economies of scale.
We have an occurence based insurance program with a specific loss limit of $40.0 million per occurrence and in the aggregate related to medical professional liability claims arising out of correctional healthcare services. We are uninsured for any claims in excess of these limits.
We have an occurrence based insurance program with a specific loss limit of $40.0 million per occurrence and in the aggregate related to medical professional liability claims arising out of correctional healthcare services. We are uninsured for any claims in excess of these limits.
GEO’s corporate policy also mandates that every new employee receive orientation training prior to undertaking any assignments Under the laws applicable to most of our operations, and internal company policies, our correctional officers are required to complete a minimum amount of training.
GEO’s corporate policy also mandates that every new employee receive orientation training prior to undertaking any assignments 19 Under the laws applicable to most of our operations, and internal company policies, our correctional officers are required to complete a minimum amount of training.
Ray James Correctional Facility Folkston, GA 1,900 Idle Owned Folkston ICE Processing Center (2) Folkston, GA 1,118 ICE - IGA Federal Detention Minimum December 2016 1 year Four, One-year, plus one, two-month, plus one, five year Owned Heritage Trail Correctional Facility Plainfield, IN 1,066 IN DOC State Correctional Minimum March 2011 4 years One, Four-year, plus one, one year, four months and two days extension, plus one year extension, plus five year extension Managed 12 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Lawrenceville Correctional and Rehabilitation Facility Lawrenceville, VA 1,536 VA DOC State Correctional Medium August 2018 5 years Ten, One-year extensions Managed Moshannon Valley Correctional Facility Philipsburg, PA 1,876 ICE-IGA Federal Correctional Medium September 2021 5 year None Owned Moore Haven Correctional and Rehabilitation Facility Moore Haven, FL 985 FL DMS State Correctional Minimum/ Medium July 2021 3 years Unlimited, Two-year Managed New Castle Correctional Facility New Castle, IN 3,196 IN DOC State Correctional All Levels September 2005 4 years One year, one month and 20 days, Nine year Seven month 14 days, plus one ninety-day extension, plus one nine-month extension, Three, five-year Managed North Lake Correctional Facility Baldwin, MI 1,800 Idle Owned Pine Prairie ICE Processing Center, LA (2) 1,094 ICE-IGA State Correctional Medium June 2015 5 years One-month, plus fifty nine-month extension Owned Riverbend Correctional and Rehabilitation Facility Milledgeville, GA (5) 1,500 GA DOC State Correctional Medium July 2010 1 year Forty, One-year Owned Rivers Correctional Facility Winton, NC 1,450 Idle Owned Robert A.
Ray James Correctional Facility Folkston, GA 1,900 Idle Owned Folkston ICE Processing Center (2) Folkston, GA 1,118 ICE - IGA Federal Detention Minimum December 2016 1 year Four, One-year, plus one, two-month, plus one, five year Owned Heritage Trail Correctional Facility Plainfield, IN 1,066 IN DOC State Correctional Minimum March 2011 4 years One, Four-year, plus one, one year, four months and two days, plus one year, plus five year Managed 13 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Lawrenceville Correctional and Rehabilitation Facility Lawrenceville, VA 1,536 VA DOC State Correctional Medium August 2018 5 years Ten, One-year Managed Moshannon Valley Correctional Facility Philipsburg, PA 1,876 ICE-IGA Federal Correctional Medium September 2021 5 year None Owned Moore Haven Correctional and Rehabilitation Facility Moore Haven, FL 985 FL DMS State Correctional Minimum/ Medium July 2021 3 years Unlimited, Two-year Managed New Castle Correctional Facility New Castle, IN 3,196 IN DOC State Correctional All Levels September 2005 4 years One year, one month and 20 days, Nine year Seven month 14 days, plus one ninety-day, plus one nine-month, Three, five-year Managed North Lake Correctional Facility Baldwin, MI 1,800 Idle Owned Pine Prairie ICE Processing Center, LA (2) 1,094 ICE-IGA State Correctional Medium June 2015 5 years One-month, plus fifty nine-months Owned Riverbend Correctional and Rehabilitation Facility Milledgeville, GA (5) 1,500 GA DOC State Correctional Medium July 2010 1 year Forty, One-year Owned Rivers Correctional Facility Winton, NC 1,450 Idle Owned Robert A.
The information in the table includes the facilities that we (or a subsidiary or joint venture of GEO) owned, operated under a management contract, had an agreement to provide services, had an award to manage or was in the process of constructing or expanding during the year ended December 31, 2022: Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — Western Region: Adelanto ICE Processing Center, Adelanto, CA 1,940 ICE Federal Detention Minimum/Medium December 2019 5 years Two, five year Owned Aurora/CE Processing Center Aurora, CO (2) 1,532 ICE / USMS Federal Detention All Levels September 2011/October 2012 1 year Four, one-year Owned Central Arizona Correctional and Rehabilitation Facility Florence, AZ 1,280 AZ DOC State Sex Offender Correctional Minimum/Medium December 2006 10 years Two, Five-year Managed Central Valley Annex McFarland, CA (2) 700 ICE / USMS Federal Detention Medium December 2019/January 2021 5 years/1 year Two, Five-year/one-year Owned Desert View Annex Adelanto, CA 750 ICE Federal Detention Medium December 2019 5 years Two, Five-year Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned El Centro Detention Facility, CA 512 USMS Federal Detention Medium December 2019 2 years Three, Two-year options, plus nine-month Managed Florence West Correctional and Rehabilitation Florence, AZ 750 AZ DOC State Correctional Minimum October 2002 5 years One, Five-year Managed Golden State Annex McFarland, CA 700 ICE Federal Detention Medium December 2019 5 years Two, Five-year Owned Guadalupe County Correctional Facility Santa Rosa, NM (3) N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Kingman Correctional and Rehabilitation facility, Kingman, AZ 3,400 AZ DOC State Correctional Facility Minimum/Medium January 2008 10 years Two, Five-year Managed Lea County Correctional Facility Hobbs, NM (2) 1,200 NMCD - IGA Local/State Correctional Medium January 1999 Perpetual None Owned McFarland Female Community Reentry Facility McFarland, CA 300 Idle Owned Mesa Verde ICE Processing Center Bakersfield, CA 400 ICE State Correctional Minimum December 2019 5 Years Two, Five year Owned Northwest ICE Processing Center Tacoma, WA 1,575 ICE Federal Detention All Levels September 2015 1 Year Four, One-year plus five-year Owned Phoenix West Correctional and Rehabilitation Phoenix, AZ 500 AZ DOC State DWI Correctional Minimum July 2022 5 Years None Managed Western Region Detention Facility San Diego, CA 770 USMS Federal Detention Maximum November 2017 1 Year, 10 Months One, Two-year, plus six month, plus three month, plus one fifteen month, plus two, two year Leased 10 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — Central Region: Big Spring Correctional Facility Big Spring, TX (5) 1,732 Idle Owned Flightline Correctional Facility, TX (5) 1,800 Idle Owned Brooks County Detention Center, TX (2) 652 USMS - IGA Local & Federal Detention Medium March 2013 Perpetual None Owned Coastal Bend Detention Center, TX (2) 1,176 USMS/Hidalgo County Local & Federal Detention Medium July 2012 Perpetual None Owned Eagle Pass Correctional Facility, Eagle Pass, TX 661 USMS - IGA Federal Detention Medium October 2020 Perpetual None Owned East Hidalgo Detention Center (2) 1,346 USMS - IGA Local & Federal Detention Medium July 2012 Perpetual None Owned Great Plains Correctional Facility Hinton, OK (5) 1,940 Idle Owned Joe Corley Processing Center Conroe, TX (2) 1,517 USMS / ICE Local Correctional Medium July 2008/ September 2018 Perpetual/5 Years None/Five-year Owned Karnes Detention Facility Karnes City, TX (2) 679 USMS - IGA Local & Federal Detention All Levels February 1998 Perpetual None Owned Karnes County Immigration Processing Center, TX (2) 1,328 ICE - IGA Federal Detention All Levels December 2010 5 years Two, Five-Year Owned Kinney County Detention Center, TX (2) 384 USMS - IGA Local & Federal Detention Medium September 2013 Perpetual None Managed Lawton Correctional Facility Lawton, OK 2,682 OK DOC State Correctional Medium July 2018 1 Year Four, Automatic One-year Owned Montgomery Processing Center Conroe, TX 1,314 ICE Local & Federal Detention All levels October 2018 10 months Nine, One- year Owned 11 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Rio Grande Processing Center Laredo, TX 1,900 USMS Federal Detention Medium October 2008 5 years Three, Five-year Owned South Texas ICE Processing Center Pearsall, TX 1,904 ICE Federal Detention All Levels August 2020 1 year Nine, One-year Owned Val Verde County Detention Facility Del Rio, TX (2) 1,407 USMS - IGA Local & Federal Detention All Levels January 2001 Perpetual None Owned Secure Services — Eastern Region: Alexandria Staging Facility Alexandria, LA (2) 400 ICE - IGA Federal Detention Minimum/Medium November 2013 Perpetual None Owned Blackwater River Correctional and Rehabilitation Facility Milton, FL 2,000 FL DMS State Correctional Medium/close October 2010 3 years Unlimited, Two-year Managed Broward Transitional Center Deerfield Beach, FL 700 ICE Federal Detention Minimum September 2021 1 year Four, One-year Owned Central Louisiana ICE Processing Center Jena, LA (2) 1,160 ICE - IGA Federal Detention Minimum/Medium November 2013 Perpetual None Owned D.
The information in the table includes the facilities that we (or a subsidiary or joint venture of GEO) owned, operated under a management contract, had an agreement to provide services, had an award to manage or was in the process of constructing or expanding during the year ended December 31, 2023: Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — Western Region: Adelanto ICE Processing Center, Adelanto, CA 1,940 ICE Federal Detention Minimum/Medium December 2019 5 years Two, five year Owned Aurora/CE Processing Center Aurora, CO (2) 1,532 ICE / USMS Federal Detention All Levels October 2021 1 year Four, one-year Owned Central Arizona Correctional and Rehabilitation Facility Florence, AZ 1,280 AZ DOC State Sex Offender Correctional Minimum/Medium December 2006 10 years Two, Five-year Managed Central Valley Annex McFarland, CA (2) 700 ICE / USMS Federal Detention Medium December 2019/October 2023 5 years/13 months Two, Five-year/one-year Owned Desert View Annex Adelanto, CA 750 ICE Federal Detention Medium December 2019 5 years Two, Five-year Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned El Centro Detention Facility, CA 512 USMS Federal Detention Medium December 2019 2 years Three, Two-year options, plus nine-month Managed Florence West Correctional and Rehabilitation Florence, AZ 750 AZ DOC State Correctional Minimum October 2022 5 years One, Five-year Managed Golden State Annex McFarland, CA 700 ICE Federal Detention Medium December 2019 5 years Two, Five-year Owned Guadalupe County Correctional Facility Santa Rosa, NM (3) N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Kingman Correctional and Rehabilitation facility, Kingman, AZ 3,400 AZ DOC State Correctional Facility Minimum/Medium January 2008 10 years One, five-year plus one, two-year plus one, three year Managed Lea County Correctional Facility Hobbs, NM (2) 1,200 NMCD - IGA Local/State Correctional Medium January 1999 Perpetual None Owned McFarland Female Community Reentry Facility McFarland, CA 300 Idle Owned Mesa Verde ICE Processing Center Bakersfield, CA 400 ICE State Correctional Minimum December 2019 5 Years Two, Five year Owned Northwest ICE Processing Center Tacoma, WA 1,575 ICE Federal Detention All Levels September 2015 1 Year Four, One-year plus five-year Owned Phoenix West Correctional and Rehabilitation Phoenix, AZ 500 AZ DOC State DWI Correctional Minimum July 2022 5 Years None Managed Western Region Detention Facility San Diego, CA 770 USMS Federal Detention Maximum November 2017 1 Year, 10 Months One, two-year , plus six-month, plus three-month, plus one fifteen-month, plus one twenty-five month, plus one twenty-three month Leased 12 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — Central Region: Big Spring Correctional Facility Big Spring, TX (5) 1,732 Idle Owned Flightline Correctional Facility, TX (5) 1,800 Idle Owned Brooks County Detention Center, TX (2) 652 USMS - IGA Local & Federal Detention Medium March 2013 Perpetual None Owned Coastal Bend Detention Center, TX (2) 1,176 USMS/Hidalgo County Local & Federal Detention Medium July 2012 Perpetual None Owned Eagle Pass Correctional Facility, Eagle Pass, TX 661 USMS - IGA Federal Detention Medium October 2020 Perpetual None Owned East Hidalgo Detention Center (2) 1,346 USMS - IGA Local & Federal Detention Medium July 2012 Perpetual None Owned Great Plains Correctional Facility Hinton, OK (5) N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Joe Corley Processing Center Conroe, TX (2) 1,517 USMS / ICE Local Correctional Medium July 2008/ September 2018 Perpetual/5 Years None /Five-year, plus one, 4 and one half month Owned Karnes Detention Facility Karnes City, TX (2) 679 USMS - IGA Local & Federal Detention All Levels February 1998 Perpetual None Owned Karnes County Immigration Processing Center, TX (2) 1,328 ICE - IGA Federal Detention All Levels December 2010 5 years Two, Five-Year Owned Kinney County Detention Center, TX (2) 384 USMS - IGA Local & Federal Detention Medium September 2013 Perpetual None Managed Lawton Correctional Facility Lawton, OK 2,682 OK DOC State Correctional Medium July 2023 1 Year None Owned Montgomery Processing Center Conroe, TX 1,314 ICE Local & Federal Detention All levels October 2018 10 months Nine, One- year Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Rio Grande Processing Center Laredo, TX 1,900 USMS Federal Detention Medium October 2008 5 years Three, Five-year Owned South Texas ICE Processing Center Pearsall, TX 1,904 ICE Federal Detention All Levels August 2020 1 year Nine, One-year Owned Val Verde County Detention Facility Del Rio, TX (2) 1,407 USMS - IGA Local & Federal Detention All Levels January 2001 Perpetual None Owned Secure Services — Eastern Region: Alexandria Staging Facility Alexandria, LA (2) 400 ICE - IGA Federal Detention Minimum/Medium November 2013 Perpetual None Owned Blackwater River Correctional and Rehabilitation Facility Milton, FL 2,000 FL DMS State Correctional Medium/close October 2010 3 years Unlimited, Two-year Managed Broward Transitional Center Deerfield Beach, FL 700 ICE Federal Detention Minimum September 2021 1 year Four, One-year Owned Central Louisiana ICE Processing Center Jena, LA (2) 1,160 ICE - IGA Federal Detention Minimum/Medium November 2013 Perpetual None Owned D.
With the exception of a contract pending due diligence for one of our reentry facilities, we currently do not have any firm commitments or agreements in place to activate these facilities but have ongoing contact with several potential customers. Historically, some facilities have been idle for multiple years before they received a new contract award.
With the exception of a contract pending due diligence for one of our secure facilities, we currently do not have any firm commitments or agreements in place to activate these facilities but have ongoing contact with several potential customers. Historically, some facilities have been idle for multiple years before they received a new contract award.
International Operations Our international operations for fiscal years 2022, 2021 and 2020 consisted of the operations of our wholly-owned Australian subsidiary and South African Custodial Management Pty. Limited which we refer to as SACM and our consolidated joint venture in South Africa, which we refer to as SACS. In Australia, our wholly owned subsidiary, GEO Australia, currently manages three facilities.
International Operations Our international operations for fiscal years 2023, 2022 and 2021 consisted of the operations of our wholly-owned Australian subsidiary and South African Custodial Management Pty. Limited which we refer to as SACM and our consolidated joint venture in South Africa, which we refer to as SACS. In Australia, our wholly owned subsidiary, GEO Australia, currently manages three facilities.
We have historically been able to expand our revenue base by continuing to reinvest our strong operating cash flow into expansionary projects and through strategic acquisitions that provide scale and further enhance our service offerings. Our consolidated revenues have grown to approximately $2.4 billion in 2022.
We have historically been able to expand our revenue base by continuing to reinvest our strong operating cash flow into expansionary projects and through strategic acquisitions that provide scale and further enhance our service offerings. Our consolidated revenues have grown to approximately $2.4 billion in 2023.
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.
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.
The information in the table includes the DRCs that we (or a subsidiary or joint venture of GEO) operated under a management contract or had an agreement to provide services as of December 31, 2022: DRC Location Number of reporting centers Type of Customers Commencement of current contract Base period Renewal options Manage only/ lease Colorado (4) 3 State, County, Local Various, 2020 – 2023 1 year Varies Lease California 31 State, County Various, 2018 – 2026 3 years One, One-year Lease or Manage only New Jersey 5 State, County 2021 4 years One, One-year Lease Pennsylvania 7 State, County Various, 2018 – 2025 3 to 5 years Varies Lease Illinois 9 State, County 2018-2022 5 years One, Five-year Lease or Manage only Kansas 1 County 2021 1 year Four, One-year Lease Louisiana 7 State 2020-2022 3 years None Lease Tennessee 15 State 2020 5 years Five, One-year Lease Idaho 7 State 2020 3 years After base, may be renewed, extended or amended Lease Kentucky 1 County 2020 1 year Four, One-year Lease 16 Customer Legend: Abbreviation Customer AL DOC Alabama Department of Corrections AK DOC Alaska Department of Corrections AZ DOC Arizona Department of Corrections BOP Federal Bureau of Prisons CDCR California Department of Corrections & Rehabilitation FL DMS Florida Department of Management Services GA DOC Georgia Department of Corrections ICE U.S.
The information in the table includes the DRCs that we (or a subsidiary or joint venture of GEO) operated under a management contract or had an agreement to provide services as of December 31, 2023: DRC Location Number of reporting centers Type of Customers Commencement of current contract Base period Renewal options Manage only/ lease Colorado (4) 3 State, County, Local Various, 2021 – 2024 1 year Varies Lease California 30 State, County Various, 2018 – 2026 3 years One, One-year or Two One-Year Lease or Manage only New Jersey 5 State, County 2021 4 years One, One-year Lease Pennsylvania 6 State, County Various, 2018 – 2025 3 to 5 years Varies Lease Illinois 10 State, County 2018-2023 5 years One, Five-year Lease or Manage only Kansas 1 County 2023 1 year Four, One-year Lease Louisiana 7 State 2021-2022 3 years None Lease Tennessee 15 State 2020 5 years Five, One-year Lease Idaho 7 State 2023 3 years After base, may be renewed, extended or amended Lease Kentucky 1 County 2020 1 year Four, One-year Lease Customer Legend: Abbreviation Customer AL DOC Alabama Department of Corrections AK DOC Alaska Department of Corrections AZ DOC Arizona Department of Corrections BOP Federal Bureau of Prisons CDCR California Department of Corrections & Rehabilitation FL DMS Florida Department of Management Services GA DOC Georgia Department of Corrections ICE U.S.
The remaining duration of our patents range from 18 months to 20 years. 9 Facilities and Day Reporting Centers The following table summarizes certain information with respect to our U.S. and international secure services facilities and our reentry services facilities.
The remaining duration of our patents range from 18 months to 20 years. 11 Facilities and Day Reporting Centers The following table summarizes certain information with respect to our U.S. and international secure services facilities and our reentry services facilities.
The NCCHC standards, in most cases, exceed ACA Health Care Standards and we have achieved this accreditation at 20 of our U.S. Secure Services facilities and at one reentry services location. Additionally, B.I.
The NCCHC standards, in most cases, exceed ACA Health Care Standards and we have achieved this accreditation at 21 of our U.S. Secure Services facilities and at one reentry services location. Additionally, B.I.
For our facility management contracts, our federal experience has been that a period of approximately 60 to 90 days is generally required from the issuance of a request for proposal to the submission of our response to the request for proposal; that between 12 and 18 months elapse between the submission of our response and the agency’s award of a contract; and that between four and 18 weeks elapse between the award of a contract and the commencement of facility construction or management of the facility, as applicable.
For our facility management contracts, our state and local experience has been that a period of approximately 60 to 90 days is generally required from the issuance of a request for proposal to the submission of our response to the request for proposal; that between one and four months elapse between the submission of our response and the agency’s award of a contract; and that between one and four months elapse between the award of a contract and the commencement of facility construction or management of the facility, as applicable. 8 For our facility management contracts, our federal experience has been that a period of approximately 60 to 90 days is generally required from the issuance of a request for proposal to the submission of our response to the request for proposal; that between 12 and 18 months elapse between the submission of our response and the agency’s award of a contract; and that between four and 18 weeks elapse between the award of a contract and the commencement of facility construction or management of the facility, as applicable.
Zoley, Ph.D., has provided senior leadership for our Company for 38 years and has established a track record of growth and profitability. Under his leadership and guidance, our annual consolidated revenues from operations have grown from $207.0 million in 1997 to approximately $2.4 billion in 2022. Dr.
Zoley, Ph.D., has provided senior leadership for our Company for 39 years and has established a track record of growth and profitability. Under his leadership and guidance, our annual consolidated revenues from operations have grown from $207.0 million in 1997 to approximately $2.4 billion in 2023. Dr.
Approximately 6,000 and 1,400 employees are covered by collective bargaining agreements in the United States and at international offices, respectively. GEO welcomes the participation of labor unions in our facilities and respects the rights of individual employees to choose whether or not to join labor organizations.
Approximately 6,600 and 1,500 employees are covered by collective bargaining agreements in the United States and at international offices, respectively. GEO welcomes the participation of labor unions in our facilities and respects the rights of individual employees to choose whether or not to join labor organizations.
Financial information about these segments for years 2022, 2021 and 2020 is contained in Note 15 — Business Segments and Geographic Information included in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Financial information about these segments for years 2023, 2022 and 2021 is contained in Note 14 — Business Segments and Geographic Information included in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Also, we cannot assure you that any competitive re-bids we win will be on terms more favorable to us than those in existence with respect to the expiring contract. As of December 31, 2022, 11 of our facility management contracts may be subject to competitive re-bid in 2023.
Also, we cannot assure you that any competitive re-bids we win will be on terms more favorable to us than those in existence with respect to the expiring contract. 18 As of December 31, 2023, 26 of our facility management contracts may be subject to competitive re-bid in 2024.
Our international services business generated approximately $187.2 million of revenues, representing approximately 8% of our consolidated revenues for the year ended December 31, 2022. We believe we are well positioned to continue benefiting from foreign governments’ initiatives to enter into public-private partnerships for secure services. Experienced, Proven Senior Management Team Our Executive Chairman and founder, George C.
Our international services business generated approximately $193.9 million of revenues, representing approximately 8% of our consolidated revenues for the year ended December 31, 2023. We believe we are well positioned to continue benefiting from foreign governments’ initiatives to enter into public-private partnerships for secure services. Experienced, Proven Senior Management Team Our Executive Chairman and founder, George C.
These customers accounted for approximately 78% of our consolidated revenues for the fiscal year ended December 31, 2022. Recurring Revenue with Strong Cash Flow Our revenue base has historically been derived from our long-term customer relationships.
These customers accounted for approximately 77% of our consolidated revenues for the fiscal year ended December 31, 2023. Recurring Revenue with Strong Cash Flow Our revenue base has historically been derived from our long-term customer relationships.
We have sought and received ACA accreditation and re-accreditation for all such facilities. We achieved a median re-accreditation score of 100% as of December 31, 2022. Approximately 53% of our 2022 U.S. Secure Services revenue was derived from ACA accredited facilities for the year ended December 31, 2022.
We have sought and received ACA accreditation and re-accreditation for all such facilities. We achieved a median re-accreditation score of 100% as of December 7 31, 2023. Approximately 93% of our 2023 U.S. Secure Services revenue was derived from ACA accredited facilities for the year ended December 31, 2023.
Across our organization, under-represented minorities of the United States of America – including African Americans, Hispanic and Latino, Asian, Pacific Islander, Native Hawaiian and Native American/Alaskan – account for approximately 66% of our U.S. employees. Minorities comprise 42% of GEO’s corporate workforce, 71% of our facility security staff, and 29% of those serving in management positions as directors or above.
Across our organization, under-represented minorities of the United States of America – including African Americans, Hispanic and Latino, Asian, Pacific Islander, Native Hawaiian and Native American/Alaskan – account for approximately 68% of our U.S. employees. Minorities comprise 43% of GEO’s corporate workforce, 73% of our facility security staff, and 32% of those serving in management positions as directors or above.
Domestically, as of December 31, 2022, we have provided services for the design and construction of approximately 20 facilities and for the redesign, renovation and expansion of approximately 21 facilities. Contracts to design and construct or to redesign and renovate facilities may be financed in a variety of ways.
Domestically, as of December 31, 2023, we have provided services for the design and construction of approximately 69 facilities and for the redesign, renovation and expansion of approximately 25 facilities. Contracts to design and construct or to redesign and renovate facilities may be financed in a variety of ways.
As of December 31, 2022, 47 of our facility management contracts representing approximately 27,000 beds are scheduled to expire on or before 17 December 31, 2023, unless renewed by the customer at its sole option in certain cases, or unless renewed by mutual agreement in other cases.
As of December 31, 2023, 30 of our facility management contracts representing approximately 16,000 beds are scheduled to expire on or before December 31, 2024, unless renewed by the customer at its sole option in certain cases, or unless renewed by mutual agreement in other cases.
However, if the eleven idle facilities in our Secure Services and Reentry Services segments were to be activated using our Secure Services and Reentry Services average per diem rate in 2022 (calculated as revenue divided by the number of mandays) and based on the average occupancy rate in our facilities for 2022, we would expect to receive annual incremental revenue of approximately $360 million and an increase in annual earnings per share of approximately $.35 to $.40 per share based on our average operating margin.
However, if the ten idle facilities in our Secure Services and Reentry Services segments were to be activated using our Secure Services and Reentry Services average per diem rate in 2023 (calculated as revenue divided by the number of mandays) and based on the average occupancy rate in our facilities for 2023, we would expect to receive annual incremental revenue of approximately $350 million and an increase in annual earnings per share of approximately $.28 to $.33 per share based on our average operating margin.
Additionally, women comprise an equal portion of GEO’s U.S. workforce and play a significant role in our leadership and management. Women are also involved at the highest levels of our organization. Of the ten members of GEO’s Board of Directors in 2022, three are women.
Additionally, women comprise an equal portion of GEO’s U.S. workforce and play a significant role in our leadership and management. Women are also involved at the highest levels of our organization.
We have provided secure management services to the United States Federal Government for 36 years, the State of California for 34 years, the State of Texas for approximately 35 years, various Australian state government entities for 31 years and the State of Florida for approximately 29 years.
We have provided secure management services to the United States Federal Government for 37 years, the State of California for 35 years, the State of Texas for approximately 36 years, various Australian state government entities for 32 years and the State of Florida for approximately 30 years.
At December 31, 2022, we had approximately 15,800 full-time employees. Of our full-time employees, approximately 470 were employed at our corporate headquarters and regional offices and approximately 15,300 were employed at facilities and international offices. We employ personnel in positions of management, administrative and clerical, security, educational services, human resource services, health services and general maintenance at our various locations.
At December 31, 2023, we had approximately 16,400 full-time employees. Of our full-time employees, approximately 400 were employed at our corporate headquarters and regional offices and approximately 16,000 were employed at facilities and international offices. We employ personnel in positions of management, administrative and clerical, security, educational services, human resource services, health services and general maintenance at our various locations.
Corporate Social Responsibility In October 2022, we issued our fourth Human Rights and Environmental, Social and Governance (“ESG”) report.
Corporate Social Responsibility In October 2023, we issued our fifth Human Rights and Environmental, Social and Governance (“ESG”) report.
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 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 Ltd.
The report covers the year ended December 31, 2021 with supporting data from 2019-2021 where possible.
The report covers the year ended December 31, 2022 with supporting data from 2020-2022 where possible.
As of December 31, 2022, our worldwide operations included the management and/or ownership of approximately 82,000 beds at 102 secure and community-based facilities, including idle facilities, and also includes the provision of reentry and electronic monitoring and supervision services for more than 500,000 individuals, including over 195,000 individuals through an array of technology products including radio frequency, GPS, and alcohol monitoring devices.
(“GEOAmey”). As of December 31, 2023, our worldwide operations included the management and/or ownership of approximately 81,000 beds at 100 secure and community-based facilities, including idle facilities, and also includes the provision of reentry and electronic monitoring and supervision services for thousands of individuals, including an array of technology products including radio frequency, GPS, and alcohol monitoring devices.
The following table sets forth the number of facility management contracts that we currently believe will be subject to competitive re-bid in each of the next five years and thereafter, and the total number of beds relating to those potential competitive re-bid situations during each period: Year Re-bid Total Number of Beds up for Re-bid 2023 11 7,721 2024 16 4,259 2025 16 5,915 2026 14 11,558 2027 8 2,845 Thereafter 24 18,831 Total 89 51,129 Competition We compete primarily on the basis of the quality and range of services we offer; our experience domestically and internationally in the design, construction, and management of public-private partnerships for secure service facilities; our reputation; and our pricing.
The following table sets forth the number of facility management contracts that we currently believe will be subject to competitive re-bid in each of the next five years and thereafter, and the total number of beds relating to those potential competitive re-bid situations during each period: Year Re-bid Total Number of Beds up for Re-bid 2024 26 7,398 2025 18 8,553 2026 14 11,955 2027 10 5,653 2028 8 8,104 Thereafter 18 11,703 Total 94 53,366 Competition We compete primarily on the basis of the quality and range of services we offer; our experience domestically and internationally in the design, construction, and management of public-private partnerships for secure service facilities; our reputation; and our pricing.
Business Strategies Provide High Quality, Comprehensive Services and Cost Savings Throughout the Corrections Lifecycle Our objective is to provide federal, state and local governmental agencies with a comprehensive offering of high quality, essential services at a lower cost than they themselves could achieve.
Our top seven senior executives have an average tenure with our Company of approximately 11 years. 10 Business Strategies Provide High Quality, Comprehensive Services and Cost Savings Throughout the Corrections Lifecycle Our objective is to provide federal, state and local governmental agencies with a comprehensive offering of high quality, essential services at a lower cost than they themselves could achieve.
The failure to comply with any applicable laws, rules or regulations or the loss of any required license could have a material adverse effect on our business, financial condition and results of operations.
State law also typically requires correctional officers to meet certain training standards. The failure to comply with any applicable laws, rules or regulations or the loss of any required license could have a material adverse effect on our business, financial condition and results of operations.
In our Reentry Services segment, as of December 31, 2022, we are marketing 2,139 vacant beds with a net book value of approximately $43 million at four of our idle facilities to potential customers. The combined annual carrying cost of these idle facilities in 2022 is estimated to be $32.8 million, including depreciation expense of $16.5 million.
In our Reentry Services segment, as of December 31, 2023, we are marketing 1,689 vacant beds with a net book value of approximately $37.2 million at three of our idle facilities to potential customers. The combined annual carrying cost of these idle facilities in 2024 is estimated to be $26.2 million, including depreciation expense of $17.9 million.
As a result of GEO’s Board announcing the change in corporate structure to a taxable C Corporation in fiscal year 2021, we incurred a one-time, non-cash deferred tax charge of approximately $70.8 million during the fourth quarter of 2021.
The Board also voted unanimously to discontinue our quarterly dividend payment and prioritize allocating GEO’s free cash flow to reduce debt. As a result of GEO’s Board announcing the change in corporate structure to a taxable C Corporation in fiscal year 2021, we incurred a one-time, non-cash deferred tax charge of approximately $70.8 million during the fourth quarter of 2021.
In these cases, the construction of such facilities may be financed through various methods including the following: • funds from equity offerings of our stock; • cash on hand and/or cash flows from our operations; • borrowings by us from banks or other institutions (which may or may not be subject to government guarantees in the event of contract termination); • funds from debt offerings of our notes; or • lease arrangements with third parties.
In these cases, the construction of such facilities may be financed through various methods including the following: • funds from equity offerings of our stock; • cash on hand and/or cash flows from our operations; • borrowings by us from banks or other institutions (which may or may not be subject to government guarantees in the event of contract termination); • funds from debt offerings of our notes; or • lease arrangements with third parties. 9 If the project is financed using direct governmental appropriations, with proceeds of the sale of bonds or other obligations issued prior to the award of the project, then financing is in place when the contract relating to the construction or renovation project is executed.
During the fourth quarter of 2022, we renewed five residential reentry contracts, including four contracts with the BOP. 4 On January 9, 2023, we announced that our Australian subsidiary, GEO Australia, had entered into a contract with the Department of Justice and Community Safety in the State of Victoria for delivery of primary health services across thirteen public prisons.
On January 9, 2023, we announced that our Australian subsidiary, GEO Australia, had entered into a contract with the Department of Justice and Community Safety in the State of Victoria for delivery of primary health services across thirteen public prisons. The contract commenced on July 1, 2023.
These contracts in the aggregate represented approximately 6% and approximately $139 million of our 2022 consolidated revenues.
These contracts in the aggregate represented approximately 9% and approximately $200 million of our 2023 consolidated revenues.
Effective January 1, 2021, we are subject to federal and state income taxes on our taxable income at applicable tax rates and we are no longer entitled to a tax deduction for dividends paid.
Effective January 1, 2021, we are subject to federal and state income taxes on our taxable income at applicable tax rates and we are no longer entitled to a tax deduction for dividends paid. GEO operated as a REIT for the 2020 tax year, and existing REIT requirements and limitations remained in place until December 31, 2020.
As a result, contract renewals may be made on terms that are more or less favorable to us than those in existence prior to the renewals.
In addition, in connection with contract renewals, either we or the contracting government agency have typically requested changes or adjustments to contractual terms. As a result, contract renewals may be made on terms that are more or less favorable to us than those in existence prior to the renewals.
The report showcases, among other items, our company wide awareness and training programs, our commitment to a safe and humane environment for everyone in our care, employee diversity, addressing recidivism through our GEO Continuum of Care, our engagement efforts with our stakeholders, oversight and contract compliance, conservation measures and enhanced environmental sustainability efforts. 5 The ESG report was prepared with reference to the GRI Standards related to General Disclosures, Economic Topics, Environmental Topics and Social Topics based on the Global Reporting Initiative, or GRI, issued by the Global Sustainability Standards Board and the UN Guiding Principles on Business and Human Rights.
The report showcases, among other items, our company wide awareness and training programs, our commitment to a safe and humane environment for everyone in our care, employee diversity, addressing recidivism through our GEO Continuum of Care, our engagement efforts with our stakeholders, oversight and contract compliance, conservation measures and enhanced environmental sustainability efforts.
The variety of our benefit offerings is designed to provide individual employees with the flexibility to choose coverage options and benefits that best meet their needs and address their priorities. As the COVID-19 pandemic has impacted communities across the United States and around the world, our employees have also been impacted by the spread of COVID-19.
The variety of our benefit offerings is designed to provide individual employees with the flexibility to choose coverage options and benefits that best meet their needs and address their priorities.
Financial information about our operations in different geographic regions appears in Note-15 Business Segments and Geographic Information in the notes to our audited consolidated financial statements included in Part II, Item 8 of this annual report on Form 10-K. 21 Business Concentration Except for the major customers noted in the following table, no other single customer made up greater than 10% of our consolidated revenues for these years.
Financial information about our operations in different geographic regions appears in Note-14 Business Segments and Geographic Information in the notes to our audited consolidated financial statements included in Part II, Item 8 of this annual report on Form 10-K.
We believe that the use of these designs allows us to reduce the potential of cost overruns and construction delays, thus controlling costs both to construct and to manage the facility.
We believe that the use of these designs allows us to reduce the potential of cost overruns and construction delays, thus controlling costs both to construct and to manage the facility. Our facility designs also maintain security because they increase the area under direct surveillance by correctional officers and make use of additional electronic surveillance.
Zoley is one of the pioneers of the industry, having developed and opened what we believe to be one of the first public-private partnership secure services facilities in the U.S. in 1986.
Zoley is one of the pioneers of the industry, having developed and opened what we believe to be one of the first public-private partnership secure services facilities in the U.S. in 1986. Our newly appointed Chief Executive Officer, Brian R. Evans has been with our Company for 23 years. Since joining the Company, Mr.
Of the insurance policies discussed above, our most significant insurance reserves relate to workers’ compensation, general liability and auto claims. These reserves, which include Florina’s reserves and GEO’s legacy reserves, are undiscounted and were $79.0 million and $74.2 million as of December 31, 2022 and 2021, respectively, and are included in Accrued Expenses in the accompanying Consolidated Balance Sheets.
These reserves, which include Florina’s reserves and GEO’s legacy reserves, are undiscounted and were $65.6 million and $79.0 million as of December 31, 2023 and 2022, respectively, and are included in Accrued Expenses in the accompanying Consolidated Balance Sheets.
Our facility designs also maintain security because they increase the area under direct surveillance by correctional officers and make use of additional electronic surveillance. 7 Competitive Strengths Long-Term Relationships with High-Quality Government Customers We have developed long-term relationships with our federal, state and other governmental customers, which we believe enhance our ability to win new contracts and retain existing business.
Competitive Strengths Long-Term Relationships with High-Quality Government Customers We have developed long-term relationships with our federal, state and other governmental customers, which we believe enhance our ability to win new contracts and retain existing business.
With respect to operations in South Africa and Australia, we utilize a combination of locally-procured insurance and global policies to meet contractual insurance requirements and protect us. In addition to these policies, our Australian subsidiary carries tail insurance on a general liability policy related to a discontinued contract.
With respect to operations in South Africa and Australia, we utilize a combination of locally-procured insurance and global policies to meet contractual insurance requirements and protect us. 21 Of the insurance policies discussed above, our most significant insurance reserves relate to workers’ compensation, general liability and auto claims.
The contract will commence on July 1, 2023 and is expected to generate approximately $33 million in incremental annualized revenue for GEO. Idle Facilities In our Secure Services segment, as of December 31, 2022, we are marketing 10,922 vacant beds with a net book value of approximately $306 million at seven of our idle facilities to potential customers.
Idle Facilities In our Secure Services segment, as of December 31, 2023, we are marketing 9,732 vacant beds with a net book value of approximately $251.2 million at seven of our idle facilities to potential customers.
Intellectual Property and Patents We have numerous United States and foreign patents issued as well as a number of United States patents pending in the electronic monitoring space.
We will continue to actively bid on new international projects in our current markets and in new markets that fit our target profile for profitability and operational risk. Intellectual Property and Patents We have numerous United States and foreign patents issued as well as a number of United States patents pending in the electronic monitoring space.
Business Regulations and Legal Considerations Many governmental agencies are required to enter into a competitive bidding procedure before awarding contracts for products or services. The laws of certain jurisdictions may also require us to award subcontracts on a competitive basis or to subcontract or partner with businesses owned by women or members of minority groups.
Of the seven members of GEO’s Board of Directors in 2023, two are women. 20 Business Regulations and Legal Considerations Many governmental agencies are required to enter into a competitive bidding procedure before awarding contracts for products or services.
These contracts represented approximately 29% of our consolidated revenues for the year ended December 31, 2022. We undertake substantial efforts to renew our facility management contracts. Our average historical facility management contract renewal rate prior to President Biden’s Executive Order was approximately 90%. The Executive Order has led to several contract non-renewals as previously discussed.
Our average historical facility management contract renewal rate prior to President Biden’s executive order was approximately 90%. The executive order has led to several contract non-renewals as previously discussed. We cannot assure you that our customers will in fact exercise their renewal options under existing contracts.
During the fourth quarter of 2022, we were notified by the USMS of the agency's intent to exercise the five-year contract option period for our 768-bed Robert Deyton Facility in Georgia.
During the first quarter of 2023, the USMS exercised the five-year option period under our direct contract for the 768-bed Robert Deyton Facility in Georgia, which is now effective through February 2028.
We have also elected not to enter certain international markets with a history of economic and political instability.
We have also elected not to enter certain international markets with a history of economic and political instability. We believe that our strategy of emphasizing lower risk and higher profit opportunities helps us to consistently deliver strong operational performance, lower our costs and increase our overall profitability.
We believe that our strategy of emphasizing lower risk and higher profit opportunities helps us to consistently deliver strong operational performance, lower our costs and increase our overall profitability. 8 Pursue International Growth Opportunities As a global provider of public-private partnership secure services, we are able to capitalize on opportunities to operate existing or new facilities on behalf of foreign governments.
Pursue International Growth Opportunities As a global provider of public-private partnership secure services, we are able to capitalize on opportunities to operate existing or new facilities on behalf of foreign governments. We have seen increased business development opportunities including opportunities to cross sell our expanded service offerings in recent years in the international markets in which we operate.
Certain states, such as Florida, deem correctional officers to be peace officers and require our personnel to be licensed and subject to background investigation. State law also typically requires correctional officers to meet certain training standards.
The laws of certain jurisdictions may also require us to award subcontracts on a competitive basis or to subcontract or partner with businesses owned by women or members of minority groups. Certain states, such as Florida, deem correctional officers to be peace officers and require our personnel to be licensed and subject to background investigation.
Customer 2022 2021 2020 Various agencies of the U.S. Federal Government: 64 % 58 % 56 % Credit risk related to accounts receivable is reflective of the related revenues. The margins on our federal contracts are above the company average due to the fact that they are for company-owned facilities.
Federal Government: 63 % 64 % 58 % Concentration of credit risk related to the major customer above for accounts receivable is as follows: Customer 2023 2022 Various agencies of the U.S Federal Government: 54 % 60 % The concentrations above relate primarily to the Company's U.S. Secure Services and its Electronic Monitoring Supervision segments.
Removed
We also provide secure transportation services domestically and in the United Kingdom through our joint venture GEOAmey PECS Ltd. (“GEOAmey”).
Added
Recent Developments Transition of Jose Gordo from Chief Executive Officer to Advisor We announced on November 30, 2023 that following discussions between GEO and its Chief Executive Officer, Jose Gordo, the parties agreed that Mr.
Removed
GEO operated as a REIT for the 2020 tax year, and existing REIT requirements and limitations, including those established by GEO’s organizational documents, remained in place until December 31, 2020. The Board also voted unanimously to discontinue our quarterly dividend payment and prioritize allocating GEO’s free cash flow to reduce debt.
Added
Gordo would depart as Chief Executive Officer and as a Board member on mutually agreeable terms and transition to the role of an advisor, effective December 31, 2023 (the “Separation Date”). Mr. Gordo and GEO entered into a Separation and General Release Agreement, on November 29, 2023 (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr.
Removed
We have determined that our previously reportable business segment, Facility Construction and Design, no longer qualifies as a reportable segment as it no longer meets certain quantitative thresholds and has been aggregated with our International Services reportable business segment below. In addition, we appointed a new Chief Executive Officer, the chief operating decision maker, during fiscal 2021.
Added
Gordo will: (i) receive all accrued wages through December 31, 2023, less applicable withholdings; (ii) be eligible to receive a target annual performance award for the year ended December 31, 2023 pursuant to the terms of GEO’s Senior Management Performance Award Plan (the “Performance Award Plan”), if and to the extent earned, at the same time as other senior management employees participating in the Performance Award Plan; and (iii) be entitled to the payment of health insurance premiums under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period ending on the earlier of eighteen (18) months following the Separation Date or the date he is no longer entitled to receive COBRA continuation coverage.
Removed
Based on changes to the way our chief operating decision maker views the business and financial results used to allocate resources to our electronic monitoring & supervision services operations, along with the growth of the business, we will report the electronic monitoring and supervision services operation as a separate reportable segment.
Added
Under the terms of the Separation Agreement, Mr. Gordo’s equity award agreements will survive the separation of his employment except that performance shares shall only vest during the 18-month period of the Advisory Agreement. The Separation Agreement also contains a mutual release, cooperation and non-disparagement provisions. Mr.
Removed
This new segment will be presented as Electronic Monitoring and Supervision Services. Previously, the electronic monitoring and supervision services operations were included in our GEO Care reportable segment. In addition, the GEO Care reportable segment was renamed Reentry Services and will include services provided to adults for residential and non-residential treatment, educational and community-based programs, pre-release and half-way house programs.
Added
Gordo and GEO also entered into an Advisory Services Agreement (the “Advisory Agreement”) on November 29, 2023, effective as of January 1, 2024, for a period of eighteen (18) months concluding on June 30, 2025 (the “Advisory Period”). Pursuant to the terms of the Advisory Agreement, Mr.
Removed
Recent Developments Asset Divestiture Effective September 20, 2022, we executed a Share and Unit Sale and Purchase Agreement ("SPA") for the sale of our equity investment interest in the government-owned Ravenhall Correctional Centre ("Centre") project in Australia for approximately $84 million in gross proceeds, pre-tax to an unrelated third party.
Added
Gordo will be available to give advice and support regarding litigation, client relations, operational issues, growth opportunities, and company financial management and debt restructuring matters and provide any and all other related assistance requested by us for an advisory fee of $40,000 per month for the Advisory Period. We are seeking to continue Mr.
Removed
In accordance with the SPA, we sold our shares/units in GEO Australasia Holdings Pty Ltd, GEO Australasia Finance Holdings Pty Ltd and GEO Australasia Finance Holding Trust, our former wholly owned subsidiaries. These subsidiaries held the contract receivable and related non-recourse debt which were transferred to the buyer and are no longer an asset or outstanding obligation of GEO.
Added
Gordo’s services in these specific areas to benefit from his many years of experience in the industry, the deep relationships he has forged inside GEO and with its industry partners, his global operating perspectives, and his specific expertise in a specialized industry. Additionally, Mr.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to COVID-19 and its Impact on our Business • COVID-19 has and we expect it will continue to have an impact on our business. 22 Risks Related to Our Business and Services • The loss of, or a significant decrease in revenues from, our limited number of customers could seriously harm our financial condition and results of operations. • Fluctuations in occupancy levels could cause a decrease in revenues and profitability. • State budgetary constraints may have a material adverse impact on us. • Loss of our facility management contracts could adversely affect our results of operations and liquidity. • Our growth depends on our ability to secure contracts to develop and manage new secure facilities, processing centers, and community based facilities and to secure contracts to provide electronic monitoring services, community based reentry services and monitoring and supervisions services, the demand for which is outside our control. • Competition for contracts may adversely affect the profitability of our business. • We are dependent on government appropriations. • Adverse publicity may negatively impact our ability to retain existing contracts and obtain new contracts. • We may incur significant start-up and operating costs on new contracts before receiving related revenues. • Catastrophic events could disrupt operations and otherwise materially adversely affect our business. • Our international operations expose us to risks that could materially adversely affect our financial conditions and results of operations. • We are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel. • Adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations. • Our profitability may be adversely affected by inflation.
Biggest changeRisks Related to Our Business and Services • The loss of, or a significant decrease in revenues from, our limited number of customers could seriously harm our financial condition and results of operations. • Fluctuations in occupancy levels or participation in ISAP could cause a decrease in revenues and profitability. • State budgetary constraints may have a material adverse impact on us. • Loss of our facility management contracts could adversely affect our results of operations and liquidity. • Our growth depends on our ability to secure contracts to develop and manage new secure facilities, processing centers, and community based facilities and to secure contracts to provide electronic monitoring services, community based reentry services and monitoring and supervisions services, the demand for which is outside our control. • Competition for contracts may adversely affect the profitability of our business. • We are dependent on government appropriations. • Adverse publicity may negatively impact our ability to retain existing contracts and obtain new contracts. • We may incur significant start-up and operating costs on new contracts before receiving related revenues. • Catastrophic events could disrupt operations and otherwise materially adversely affect our business. • Our international operations expose us to risks that could materially adversely affect our financial conditions and results of operations. • We are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel. • Adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations. • Our profitability may be adversely affected by inflation. 23 Risks Related to Taxes and our Corporate Tax Structure • Our obligations to pay income taxes have increased beginning with our income taxes for the year ended December 31, 2021. • We may fail to realize the anticipated benefits of terminating our REIT election and becoming a taxable C Corporation for our fiscal year ended December 31, 2021 or those benefits may take longer to realize than expected. • Federal, state and local tax rules can adversely impact our results of operations and financial position.
For example, on January 26, 2021, President Biden signed an Executive Order directing the United States Attorney General not to renew Department of Justice contracts with privately operated criminal detention facilities.
For example, on January 26, 2021, President Biden signed an Executive Order directing the United States Attorney General not to renew Department of Justice contracts with privately operated criminal detention facilities.
For example, it could: • make it more difficult for us to satisfy our obligations with respect to our senior notes and our other debt and liabilities; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • increase our vulnerability to adverse economic and industry conditions; 25 • place us at a competitive disadvantage compared to competitors that may be less leveraged; • restrict us from pursuing strategic acquisitions or exploiting certain business opportunities; • limit our ability to borrow additional funds or refinance existing indebtedness on favorable terms; and • require us to sell assets or take other actions to service our debt obligations.
For example, it could: • make it more difficult for us to satisfy our obligations with respect to our senior notes and our other debt and liabilities; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • increase our vulnerability to adverse economic and industry conditions; • place us at a competitive disadvantage compared to competitors that may be less leveraged; • restrict us from pursuing strategic acquisitions or exploiting certain business opportunities; • limit our ability to borrow additional funds or refinance existing indebtedness on favorable terms; and • require us to sell assets or take other actions to service our debt obligations.
Factors that could affect the market price of our common stock include the following: • actual or anticipated variations in our quarterly results of operations; • changes in market valuations of companies in our industry; • announcements by us or our competitors of changes to capital allocation strategy, acquisitions, dispositions, investments or strategic alliances; 45 • changes in expectations of future financial performance or changes in estimates of securities analysts; • fluctuations in stock market prices and volumes; • issuances of common stock or other securities convertible into common stock in the future; • the addition or departure of key personnel; and • changes in the prospects of public-private partnerships.
Factors that could affect the market price of our common stock include the following: • actual or anticipated variations in our quarterly results of operations; • changes in market valuations of companies in our industry; • announcements by us or our competitors of changes to capital allocation strategy, acquisitions, dispositions, investments or strategic alliances; • changes in expectations of future financial performance or changes in estimates of securities analysts; • fluctuations in stock market prices and volumes; • issuances of common stock or other securities convertible into common stock in the future; • the addition or departure of key personnel; and • changes in the prospects of public-private partnerships.
These restrictions limit our ability to, among other things: • incur additional indebtedness; • pay dividends and or distributions on our capital stock, repurchase, redeem or retire our capital stock, prepay subordinated indebtedness, make investments; • issue preferred stock of subsidiaries; • guarantee other indebtedness; • create liens on our assets; • transfer and sell assets; • make capital expenditures above certain limits; • create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us; • enter into sale/leaseback transactions; • enter into transactions with affiliates; and • merge or consolidate with another company or sell all or substantially all of our assets.
These restrictions limit our ability to, among other things: • incur additional indebtedness; • pay dividends and or distributions on our capital stock, repurchase, redeem or retire our capital stock, prepay subordinated indebtedness, make investments; 27 • issue preferred stock of subsidiaries; • guarantee other indebtedness; • create liens on our assets; • transfer and sell assets; • make capital expenditures above certain limits; • create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us; • enter into sale/leaseback transactions; • enter into transactions with affiliates; and • merge or consolidate with another company or sell all or substantially all of our assets.
For example, we disclosed in November 2020 that we had begun the process of notifying current and former employees and would provide additional notifications as required by applicable state and federal law regarding a ransomware attack that impacted a portion of our information technology systems and a limited amount of data that contained personally identifiable information and protected health information.
For example, we disclosed in November 2020 that we had begun the process of notifying current and former employees and would provide additional notifications as required by applicable state and federal law regarding a ransomware attack that 40 impacted a portion of our information technology systems and a limited amount of data that contained personally identifiable information and protected health information.
Our failure to achieve progress on our human rights and ESG policies and practices on a timely basis, or at all, meet human rights or ESG criteria set by third parties, or provide the disclosure relating to human rights, ESG, political and lobbying activities which any third parties may believe is necessary or appropriate could adversely affect our business, financial condition and/or results of operations.
Our failure to achieve progress on our human rights and ESG policies and practices on a timely basis, or at all, meet human rights or ESG criteria set by third parties, or provide the disclosure relating to human rights, 44 ESG, political and lobbying activities which any third parties may believe is necessary or appropriate could adversely affect our business, financial condition and/or results of operations.
Even if we are able to identify such candidates or purchasers, we may not be able to acquire such targets or dispose of such assets or businesses on terms satisfactory to us. We will incur expenses and dedicate attention 41 and resources associated with the review of acquisition or disposition opportunities, whether or not we consummate such acquisitions or dispositions.
Even if we are able to identify such candidates or purchasers, we may not be able to acquire such targets or dispose of such assets or businesses on terms satisfactory to us. We will incur expenses and dedicate attention and resources associated with the review of acquisition or disposition opportunities, whether or not we consummate such acquisitions or dispositions.
However, we generally have high deductible payment requirements on our primary insurance policies, including our general liability insurance, and there are also varying limits on the maximum amount of our overall coverage. As a result, the insurance we maintain to cover the various liabilities to which we are exposed may not be adequate.
However, we generally have high deductible payment requirements on our primary insurance policies, including our general liability insurance, and there are also varying limits on the maximum amount of our overall coverage. As a result, the insurance we 42 maintain to cover the various liabilities to which we are exposed may not be adequate.
In the event that we have a disagreement with a joint venture partner or consortium business 35 partner as to the resolution of a particular issue to come before the joint venture or consortium, or as to the management or conduct of the business of the joint venture or consortium in general, we may not be able to resolve such disagreement in our favor and such disagreement could have a material adverse effect on our interest in the joint venture or consortium or the business of the joint venture or consortium in general.
In the event that we have a disagreement with a joint venture partner or consortium business partner as to the resolution of a particular issue to come before the joint venture or consortium, or as to the management or conduct of the business of the joint venture or consortium in general, we may not be able to resolve such disagreement in our favor and such disagreement could have a material adverse effect on our interest in the joint venture or consortium or the business of the joint venture or consortium in general.
In the event of an adverse determination in an intellectual property suit or proceeding, or our failure to license essential technology, our sales could be harmed and/or our costs could increase, which would harm our financial condition. 40 We license intellectual property rights in the electronic monitoring space, including patents, from third party owners.
In the event of an adverse determination in an intellectual property suit or proceeding, or our failure to license essential technology, our sales could be harmed and/or our costs could increase, which would harm our financial condition. We license intellectual property rights in the electronic monitoring space, including patents, from third party owners.
Our articles of incorporation authorize the issuance by our Board of Directors of “blank check” preferred stock without shareholder approval. Such shares of preferred stock could be given voting rights, dividend rights, liquidation rights or other similar rights superior to those of our common stock, making a takeover of our company more difficult and 46 expensive.
Our articles of incorporation authorize the issuance by our Board of Directors of “blank check” preferred stock without shareholder approval. Such shares of preferred stock could be given voting rights, dividend rights, liquidation rights or other similar rights superior to those of our common stock, making a takeover of our company more difficult and expensive.
If other financial institutions or third parties that currently provide us with financing or that we do business with decide in the future to cease providing us with financing or doing business with us, such determinations could have a material adverse effect on our business, financial condition and results of operations.
If other financial institutions or third parties that currently provide us with financing or that we do business with decide in 25 the future to cease providing us with financing or doing business with us, such determinations could have a material adverse effect on our business, financial condition and results of operations.
Any of these occurrences or continued trends may make it more difficult for us to renew existing contracts or to obtain new contracts or could result in the termination of an existing contract or the closure of one or more 34 of our facilities, which could have a material adverse effect on our business.
Any of these occurrences or continued trends may make it more difficult for us to renew existing contracts or to obtain new contracts or could result in the termination of an existing contract or the closure of one or more of our facilities, which could have a material adverse effect on our business.
If infringement claims are brought against us, whether successfully or not, these assertions could distract management from other tasks important to the success of our business, necessitate us expending potentially significant funds and resources to defend or settle such claims and harm our reputation.
If infringement claims are brought against us, whether successfully or not, these assertions could distract 39 management from other tasks important to the success of our business, necessitate us expending potentially significant funds and resources to defend or settle such claims and harm our reputation.
Governmental agencies may investigate and audit our contracts and, if any improprieties are found, we may be required to refund amounts we have received, to forego anticipated revenues and we may be subject to penalties and sanctions, including prohibitions on our 42 bidding in response to RFPs from governmental agencies to manage secure facilities.
Governmental agencies may investigate and audit our contracts and, if any improprieties are found, we may be required to refund amounts we have received, to forego anticipated revenues and we may be subject to penalties and sanctions, including prohibitions on our bidding in response to RFPs from governmental agencies to manage secure facilities.
Because any decision to issue debt securities will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future debt financings and we may be required to accept unfavorable terms for any such financings.
Because any decision to issue debt securities will depend on market conditions and other factors beyond our control, we cannot 46 predict or estimate the amount, timing or nature of any future debt financings and we may be required to accept unfavorable terms for any such financings.
Long-running pressure on state budgets had eased in prior years amid widespread economic growth and tax revenue gains that resulted in the first budget surpluses in years for many states. The COVID-19 pandemic adversely impacted the economic expansion and budget surpluses enjoyed by numerous states.
Long-running pressure on state budgets had eased in prior years amid widespread economic growth and tax revenue gains that resulted in the first budget surpluses in years for many states. The COVID-19 pandemic adversely impacted the economic expansion and budget 31 surpluses enjoyed by numerous states.
If all of our outstanding indebtedness were to be accelerated, we likely would not be able to simultaneously satisfy all of our obligations under such indebtedness, which would materially adversely affect our financial condition and results of operations. 27 Servicing our indebtedness will require a significant amount of cash.
If all of our outstanding indebtedness were to be accelerated, we likely would not be able to simultaneously satisfy all of our obligations under such indebtedness, which would materially adversely affect our financial condition and results of operations. Servicing our indebtedness will require a significant amount of cash.
In addition, the indentures governing the outstanding notes, the Exchange Credit Agreement and the senior credit facility will allow us and our subsidiary guarantors to incur a significant amount of additional indebtedness, including indebtedness secured by a first-priority lien on the collateral.
In addition, the indentures governing the outstanding notes, the Exchange Credit 29 Agreement and the senior credit facility will allow us and our subsidiary guarantors to incur a significant amount of additional indebtedness, including indebtedness secured by a first-priority lien on the collateral.
With respect to our federal government customers, any future 31 impasse or struggle impacting the federal government’s ability to reach agreement on the federal budget, debt ceiling or any future federal government shut-downs could result in material payment delays, payment reductions or contract terminations.
With respect to our federal government customers, any future impasse or struggle impacting the federal government’s ability to reach agreement on the federal budget, debt ceiling or any future federal government shut-downs could result in material payment delays, payment reductions or contract terminations.
Risks Related to Legal, Regulatory and Compliance Matters Failure to comply with extensive government regulation and applicable contractual requirements could have a material adverse effect on our business, financial condition or results of operations.
Risks Related to Legal, Regulatory and Compliance Matters 41 Failure to comply with extensive government regulation and applicable contractual requirements could have a material adverse effect on our business, financial condition or results of operations.
During the pandemic, we have received these fixed-price payments at a number of our facilities where the actual level of occupancy was below the guaranteed minimum level of occupancy and as a result those facilities experienced a greater amount of profitability.
During the pandemic, we received these fixed-price payments at a number of our facilities where the actual level of occupancy was below the guaranteed minimum level of occupancy and as a result those facilities experienced a greater amount of profitability.
As primary contractor, we are subject to the various risks associated with 38 construction (including, without limitation, shortages of labor and materials, work stoppages, labor disputes and weather interference) which could cause construction delays.
As primary contractor, we are subject to the various risks associated with construction (including, without limitation, shortages of labor and materials, work stoppages, labor disputes and weather interference) which could cause construction delays.
Our business may not be able to generate sufficient cash flow from operations or future borrowings may not be available to us under our Exchange Credit Agreement or senior credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness or debt securities, including the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, and the 5.875% Senior Notes, or to fund our other liquidity needs.
Our business may not be able to generate sufficient cash flow from operations or future borrowings may not be available to us under our Exchange Credit Agreement or senior credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness or debt securities, including the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes and the 6.00% Senior Notes, or to fund our other liquidity needs.
Also during the third quarter of 2021, as set forth more fully in Note 17 – Commitments, Contingencies and Other Matters of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, a putative shareholder derivative complaint was filed in state court against GEO and its directors and certain of its officers.
Also during the third quarter of 2021, as set forth more fully in Note 16 – Commitments, Contingencies and Other Matters of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, a putative shareholder derivative complaint was filed in state court against GEO and its directors and certain of its officers.
Upon a change of control as specified in the indentures governing the terms of our second lien notes and senior notes, each holder of the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, and the 5.875% Senior Notes will have the right to require us to repurchase their notes at 101% of their principal amount, plus accrued and unpaid interest, and liquidated damages, if any, to the date of repurchase.
Upon a change of control as specified in the indentures governing the terms of our second lien notes and senior notes, each holder of the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes and the 6.00% Senior Notes will have the right to require us to repurchase their notes at 101% of their principal amount, plus accrued and unpaid interest, and liquidated damages, if any, to the date of repurchase.
In addition, even if holders do not elect to exchange their 6.5% Exchangeable Senior Notes , we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 6.5% Exchangeable Senior Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
In addition, even if holders do not elect to exchange their 6.50% Exchangeable Senior Notes , we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 6.50% Exchangeable Senior Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
If such a default were to occur, the lenders under the Exchange Credit Agreement and senior credit facility, and holders of the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, and the 5.875% Senior Notes could elect to declare all amounts outstanding immediately due and payable, and the lenders would not be obligated to continue to advance funds under the Exchange Credit Agreement or senior credit facility.
If such a default were to occur, the lenders under the Exchange Credit Agreement, and holders of the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes and the 6.00% Senior Notes could elect to declare all amounts outstanding immediately due and payable, and the lenders would not be obligated to continue to advance funds under the Exchange Credit Agreement or senior credit facility.
If the amounts outstanding under the Exchange Credit Agreement, the senior credit facility or other agreements governing our outstanding debt, were accelerated, our assets may not be sufficient to repay in full the money owed to our lenders and holders of the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, and the 5.875% Senior Notes and any other debt holders.
If the amounts outstanding under the Exchange Credit Agreement, the senior credit facility or other agreements governing our outstanding debt, were accelerated, our assets may not be sufficient to repay in full the money owed to our lenders and holders of the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes and the 6.00% Senior Notes and any other debt holders.
At December 31, 2022, we also had approximately AUD 53 million (or $36.1 million based on exchange rates at December 31, 2022) in letters of credit outstanding under our Australian letter of credit facility in connection with certain performance guarantees related to the Ravenhall Prison Project. Our substantial indebtedness could have important consequences.
At December 31, 2023, we also had approximately AUD 53 million (or $36.1 million based on exchange rates at December 31, 2023) in letters of credit outstanding under our Australian letter of credit facility in connection with certain performance guarantees related to the Ravenhall Prison Project. Our substantial indebtedness could have important consequences.
Accordingly, it is possible that restrictions in the Exchange Credit Agreement and senior credit facility or other indebtedness that may be incurred in the future will not allow the required repurchase of the 10.500% Public Second Lien Notes, 9.500% Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, and the 5.875% Senior Notes upon a change of control or fundamental change.
Accordingly, it is possible that restrictions in the Exchange Credit Agreement and senior credit facility or other indebtedness that may be incurred in the future will not allow the required repurchase of the 10.500% Public Second Lien Notes, 9.500% Second Lien Notes, 6.50% Exchangeable Senior Notes and the 6.00% Senior Notes upon a change of control or fundamental change.
This important report includes enhanced disclosures related to our Board oversight of human rights and ESG matters, employee diversity and training programs, corporate governance, and environmental sustainability, including updated metrics and statistics for the calendar year 2021, in accordance with the new Universal Standards of the Global Reporting Initiative (GRI).
This important report includes enhanced disclosures related to our Board oversight of human rights and ESG matters, employee diversity and training programs, corporate governance, and environmental sustainability, including updated metrics and statistics for the calendar year 2022, in accordance with the new Universal Standards of the Global Reporting Initiative (GRI).
If one or more holders elect to exchange their 6.5% Exchangeable Senior Notes, we would be required to settle a portion of or all of our exchange obligation through the payment of cash, which could adversely affect our liquidity and various aspects of our business (including our credit ratings and the trading price of the 6.5% Exchangeable Senior Notes).
If one or more holders elect to exchange their 6.50% Exchangeable Senior Notes, we would be required to settle a portion of or all of our exchange obligation through the payment of cash, which could adversely affect our liquidity and various aspects of our business (including our credit ratings and the trading price of the 6.50% Exchangeable Senior Notes).
By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. We cannot assure you that the fair market value of the collateral as of December 31, 2022, exceeds, or at any other point in time will exceed, the principal amount of the debt secured thereby.
By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. We cannot assure you that the fair market value of the collateral as of December 31, 2023, exceeds, or at any other point in time will exceed, the principal amount of the debt secured thereby.
President Biden’s administration may implement further executive orders or directives relating to federal criminal justice policies and immigration policies which may impact the federal government’s use of public-private partnerships with respect to correctional and detention needs, including with respect to our contracts, and/or may impact the budget and spending priorities of federal agencies, including ICE.
President Biden’s administration or a future administration may implement further executive orders or directives relating to federal criminal justice policies and immigration policies which may impact the federal government’s use of public-private partnerships with respect to correctional and detention needs, including with respect to our contracts, and/or may impact the budget and spending priorities of federal agencies, including ICE.
On October 30, 2020, the Company filed an automatic shelf registration statement on Form S-3ASR with 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.
On October 30, 2023, the Company filed an automatic shelf registration statement on Form S-3ASR with 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.
Our fourth annual ESG report also reinforces our commitment to providing enhanced rehabilitation and post-release support services through our award-winning GEO Continuum of Care® (CoC) program. Additionally, the Company undertook a Human Rights Risk Assessment and Due Diligence process.
Our fifth annual ESG report also reinforces our commitment to providing enhanced rehabilitation and post-release support services through our award-winning GEO Continuum of Care® (CoC) program. Additionally, the Company undertook a Human Rights Risk Assessment and Due Diligence process.
In addition, upon exchange of the 6.50% Exchangeable Senior Notes, we may be required to make cash payments in respect of the notes being exchanged. The terms of the Exchange Credit Agreement and senior credit facility limit our ability to repurchase the notes in the event of a change of control or fundamental change.
In addition, upon exchange of the 6.50% Exchangeable Senior Notes, we may be required to make cash payments in respect of the notes being exchanged. The terms of the Exchange Credit Agreement limit our ability to repurchase the notes in the event of a change of control or fundamental change.
Any delays in payment, or the termination of a contract, could have a material adverse effect on our cash flow and financial condition, which may make it difficult to satisfy our payment obligations on our indebtedness, including the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, the 5.875% Senior Notes and the Exchange Credit Agreement and senior credit facility, in a timely manner.
Any delays in payment, or the termination of a contract, could have a material adverse effect on our cash flow and financial condition, which may make it difficult to satisfy our payment obligations on our indebtedness, including the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, and the 6.00% Senior Notes and the Exchange Credit Agreement, in a timely manner.
As of December 31, 2022, GEO had the following state clients: Florida, Georgia, Virginia, Indiana, Oklahoma, Alabama, New Jersey, New Mexico, Alaska, Arizona, Pennsylvania, Wyoming, California, Idaho, Illinois, Tennessee, Louisiana, Maryland, North Carolina and Texas.
As of December 31, 2023, GEO had the following state clients: Florida, Georgia, Virginia, Indiana, Oklahoma, Alabama, New Jersey, New Mexico, Alaska, Arizona, Pennsylvania, Wyoming, California, Idaho, Illinois, Tennessee, Louisiana, Maryland, North Carolina and Texas.
The conditional exchange features of the 6.5% Exchangeable Senior Notes, if triggered, may adversely affect our financial condition. If one of the exchange contingencies of the 6.5% Exchangeable Senior Notes is triggered, holders of the 6.5% Exchangeable Senior Notes will be entitled to exchange the 6.5% Exchangeable Senior Notes at any time during specified periods.
The conditional exchange features of the 6.50% Exchangeable Senior Notes, if triggered, may adversely affect our financial condition. If one of the exchange contingencies of the 6.50% Exchangeable Senior Notes is triggered, holders of the 6.50% Exchangeable Senior Notes will be entitled to exchange the 6.50% Exchangeable Senior Notes at any time during specified periods.
These facilities combined represented approximately 6% of our revenues for the year ended December 31, 2022. Our revenues depend on our governmental customers receiving sufficient funding and providing us with timely payment under the terms of our contracts.
These facilities combined represented approximately 6% of our revenues for the year ended December 31, 2023. Our revenues depend on our governmental customers receiving sufficient funding and providing us with timely payment under the terms of our contracts.
We conduct our escort and related custody services in the United Kingdom through our 50% owned and unconsolidated joint venture in GEOAmey PECS Limited, which we refer to as GEOAmey. We may enter into additional joint ventures in the future.
We conduct our escort and related custody 34 services in the United Kingdom through our 50% owned and unconsolidated joint venture in GEOAmey Limited, which we refer to as GEOAmey. We may enter into additional joint ventures in the future.
No appraisal of the value of the collateral securing the second lien noes and the related guarantees was made in connection with the 29 exchange offers the Company completed in August 2022 and the fair market value of the collateral is subject to fluctuations based on factors that include, among others, market and other economic conditions, including the availability of suitable buyers.
No appraisal of the value of the collateral securing the second lien notes and the related guarantees was made in connection with the exchange offers the Company completed in August 2022 and the fair market value of the collateral is subject to fluctuations based on factors that include, among others, market and other economic conditions, including the availability of suitable buyers.
These expenditures could result in a significant reduction in our cash reserves and may make it more difficult for us to meet other cash obligations, including our payment obligations on the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, the 5.875% Senior Notes and the Exchange Credit Agreement and senior credit facility.
These expenditures could result in a significant reduction in our cash reserves and may make it more difficult for us to meet other cash obligations, including our payment obligations on the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes and the Exchange Credit Agreement.
Evans or any other key member of our senior management team could materially adversely affect our business, financial condition or results of operations. In addition, the services we provide are labor-intensive.
March or any other key member of our senior management team could materially adversely affect our business, financial condition or results of operations. In addition, the services we provide are labor-intensive.
A further decline or prolonged decline in the value of our stock price may result in material impairment charges. Impairments of goodwill or other intangible assets could require material non-cash charges to our results of operations.
A future decline or prolonged decline in the value of our stock price may result in material impairment charges. Impairments of goodwill or other intangible assets could require material non-cash charges to our results of operations.
President Biden’s administration may implement further executive orders or directives relating to federal criminal justice policies and immigration policies which may impact the federal government’s use of public-private 24 partnerships with respect to correctional and detention needs, including with respect to our contracts, and/or may impact the budget and spending priorities of federal agencies, including ICE.
President Biden’s administration or a future administration may implement further executive orders or directives relating to federal criminal justice policies and immigration policies which may impact the federal government’s use of public-private partnerships with respect to correctional and detention needs, including with respect to our contracts, and/or may impact the budget and spending priorities of federal agencies, including ICE.
The indentures governing the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, and the 5.875% Senior Notes and our Exchange Credit Agreement and our senior credit facility impose significant operating and financial restrictions on us and certain of our subsidiaries, which we refer to as restricted subsidiaries.
The indentures governing the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, and the 6.00% Senior Notes and our Exchange Credit Agreement impose significant operating and financial restrictions on us and certain of our subsidiaries, which we refer to as restricted subsidiaries.
The covenants in the indentures governing the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, and the 5.875% Senior Notes and the covenants in our Exchange Credit Agreement and our senior credit facility impose significant operating and financial restrictions which may adversely affect our ability to operate our business.
The covenants in the indentures governing the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, and the 6.00% Senior Notes and the covenants in our Exchange Credit Agreement impose significant operating and financial restrictions which may adversely affect our ability to operate our business.
If we are unable to obtain adequate levels of surety credit on favorable terms, we would have to rely upon letters of credit under our Senior Credit Facility, which would entail higher costs even if such borrowing capacity was available when desired, and our ability to bid for or obtain new contracts could be impaired.
If we are unable to obtain adequate levels of surety credit on favorable terms, we would have to rely upon letters of credit under our Exchange Credit Agreement, which would entail higher costs even if such borrowing capacity was available when desired, and our ability to bid for or obtain new contracts could be impaired.
If government agencies were to use these provisions to terminate, or renegotiate the terms of their agreements with us, our financial condition and results of operations could be materially adversely affected. As of December 31, 2022, 17 of our facility management contracts were subject to competitive re-bid in 2023.
If government agencies were to use these provisions to terminate, or renegotiate the terms of their agreements with us, our financial condition and results of operations could be materially adversely affected. As of December 31, 2023, 26 of our facility management contracts may be subject to competitive re-bid in 2024.
If we are unable to meet our debt service obligations, we may need to reduce capital expenditures, restructure or refinance our indebtedness, obtain additional equity financing or sell assets. The term loans and revolving credit commitments under our exchange credit agreement mature in March 2027 and the revolver under our senior credit facility matures in May 2024.
If we are unable to meet our debt service obligations, we may need to reduce capital expenditures, restructure or refinance our indebtedness, obtain additional equity financing or sell assets. The term loans and revolving credit commitments under our exchange credit agreement mature in March 2027.
The terms of the indentures governing the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, and the 5.875% Senior Notes and our exchange credit agreement and our senior credit facility restrict our ability to incur, but do not prohibit us from incurring, significant additional indebtedness in the future.
The terms of the indentures governing the 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes and the 6.00% Senior Notes, and our exchange credit agreement restricts our ability to incur, but do not prohibit us from incurring, significant additional indebtedness in the future.
These contracts in the aggregate represented 6% and approximately $139 million of our 2022 consolidated revenues. We cannot in fact assure you that we will prevail in future re-bid situations or that any competitive re-bids we win will be on terms more favorable to us than those in existence with respect to the applicable expiring contract.
These contracts in the aggregate represented 9% and approximately $200 million of our 2023 consolidated revenues. We cannot in fact assure you that we will prevail in future re-bid situations or that any competitive re-bids we win will be on terms more favorable to us than those in existence with respect to the applicable expiring contract.
Estimated fair values could change and/or decline if there are changes in our capital structure, cost of debt, interest rates, capital expenditure levels, operating cash flows, market capitalization, the political and regulatory environment and the effects of the COVID-19 pandemic. For example, our stock price has experienced a significant decline over the course of the last several years.
Estimated fair values could change and/or decline if there are changes in our capital structure, cost of debt, interest rates, capital expenditure levels, operating cash flows, market capitalization, and the political and regulatory environment. For example, our stock price has experienced volatility and periods of a significant decline over the course of the last several years.
Risks Related to our Electronic Monitoring Products and Technology • Technological changes could cause our electronic monitoring products and technology to become obsolete or require a redesign. • Any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products and services by government customers could have a material adverse effect on our business, financial condition and results of operations. • Our electronic monitoring products and services could be harmed due to our dependence on a limited number of third-party suppliers. • An inability to acquire, protect or maintain our intellectual property could harm our ability to compete or grow. • Our electronic monitoring products could infringe on the intellectual property rights of others. • We may be subject to costly product liability claims from the use of our electronic monitoring products. 23 Risks Related to Information Technology and Cybersecurity • The interruption, delay or failure of the provision of our services or information systems could adversely affect our business.
Risks Related to our Electronic Monitoring Products and Technology • Technological changes could cause our electronic monitoring products and technology to become obsolete or require a redesign. • Any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products and services by government customers could have a material adverse effect on our business, financial condition and results of operations. • Our electronic monitoring products and services could be harmed due to our dependence on a limited number of third-party suppliers. • An inability to acquire, protect or maintain our intellectual property could harm our ability to compete or grow. • Our electronic monitoring products could infringe on the intellectual property rights of others. • We may be subject to costly product liability claims from the use of our electronic monitoring products.
Adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations. At December 31, 2022, approximately 47% of our workforce was covered by collective bargaining agreements and, as of such date, collective bargaining agreements with approximately 9% of our employees were set to expire in less than one year.
Adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations. At December 31, 2023, approximately 49% of our workforce was covered by collective bargaining agreements and, as of such date, collective bargaining agreements with approximately 27% of our employees were set to expire in less than one year.
When combined with relatively fixed costs for operating each facility, regardless of the occupancy level, material fluctuations in occupancy levels at one or more of our facilities could have a material adverse effect on our revenues and profitability, and consequently, on our financial condition and/or results of operations. State budgetary constraints may have a material adverse impact on us.
When combined with relatively fixed costs for operating each facility, regardless of the occupancy level, material fluctuations in occupancy levels at one or more of our facilities could have a material adverse effect on our revenues and profitability, and consequently, on our financial condition and/or results of operations.
Even if we qualified as a REIT for those years for which we elected REIT status, we may owe taxes under certain circumstances. 37 Even if we qualified as a REIT for those years we elected REIT status, we were subject to certain U.S. federal, state and local taxes on our income and property, including on taxable income that we did not distribute to our shareholders, and on net income from certain "prohibited transactions".
Even if we qualified as a REIT for those years we elected REIT status, we were subject to certain U.S. federal, state and local taxes on our income and property, including on taxable income that we did not distribute to our shareholders, and on net income from certain "prohibited transactions".
As of December 31, 2022, we had the ability to borrow $226.4 million under our revolver, after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under our senior credit facility with respect to the incurrence of additional indebtedness.
As of December 31, 2023, we had the ability to borrow $189.2 million under our revolver, after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under our senior credit facility with respect to the incurrence of additional indebtedness.
As of December 31, 2022, we had the ability to borrow an additional $226.4 million under the revolver portion of our exchange credit agreement after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under the senior credit facility.
As of December 31, 2023, we had the ability to borrow an additional $189.2 million under the revolver portion of our exchange credit agreement after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under the senior credit facility.
Our 10.500% Public Second Lien Notes and our 9.500% Private Second Lien Notes mature in June 2028 and December 2028, respectively. Additionally, our outstanding three series of senior notes mature in October 2024, February 2026 and April 2026.
Our 10.500% Public Second Lien Notes and our 9.500% Private Second Lien Notes mature in June 2028 and December 2028, respectively. Additionally, our outstanding three series of senior notes mature in October 2024 (these notes will be redeemed in March 2024), February 2026 and April 2026.
As of December 31, 2022, we had the ability to borrow $226.4 million under the revolver after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under the senior credit facility.
As of December 31, 2023, we had the ability to borrow $189.2 million under the revolver after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under the senior credit facility.
Marshals Service accounting for 16.2% and 15.9% of our total consolidated revenues for 2022 and 2021, respectively. However, no individual contract with these clients accounted for more than 10.0% of our total consolidated revenues for 2022 except for our contract with ISAP that accounted for 17.0% of our consolidated revenues.
Marshals Service accounting for 16.7% and 16.2% of our total consolidated revenues for 2023 and 2022, respectively. However, no individual contract with these clients accounted for more than 10.0% of our total consolidated revenues for 2023 and 2022 except for our ISAP contract that accounted for 14.0% and 17% of our consolidated revenues, respectively.
Black, our Senior Vice President and President, Secure Services, Wayne Calabrese, our Senior Vice President and Chief Operating Officer, Matthew Albence, our Senior Vice President, Client Relations and also our other executive officers. The unexpected loss of Dr. Zoley, Mr. Gordo, Mr.
March, our Acting Chief Financial Officer, Wayne Calabrese, our President and Chief Operating Officer, James H. Black, our Senior Vice President and President, Secure Services, Matthew Albence, our Senior Vice President, Client Relations and also our other executive officers. The unexpected loss of Dr. Zoley, Mr. Evans, Mr.
We are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel. We are dependent upon the continued service of each member of our senior management team, including George C. Zoley, Ph.D., our Executive Chairman, Jose Gordo, our Chief Executive Officer, Brian R. Evans, our Senior Vice President and Chief Financial Officer, James H.
We are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel. We are dependent upon the continued service of each member of our senior management team, including George C. Zoley, Ph.D., our Executive Chairman, Brian R. Evans, our Chief Executive Officer, Shayn P.
As of December 31, 2022, the Company and the Initial Guarantors would have had total consolidated indebtedness of approximately $2,046 million, (excluding $77.6 million of existing letters of credit, but including Capital Lease Obligations of $2.0 million and other debt of $40.9 million) primarily consisting of $1,113 million of secured indebtedness under the Exchange Credit Agreement with $226.4 million of additional availability, no secured indebtedness under the senior credit facility, $23.2 million of the 5.875% Senior Notes, $110.9 million of the 6.00% Senior Notes, $230.0 million of the 6.5% Exchangeable Senior Notes, $239.1 million of the 9.500% Private Second Lien Notes, and $286.5 million of the 10.500% Public Second Lien Notes.
As of December 31, 2023, the Company and the Initial Guarantors would have had total consolidated indebtedness of approximately $1,782 million, (excluding $75.8 million of existing letters of credit, but including Capital Lease Obligations of $1.3 million and other debt of $39.7 million) primarily consisting of $906.7 million of secured indebtedness under the Exchange Credit Agreement with $189.2 million of additional availability, no secured indebtedness under the senior credit facility, $23.2 million of the 5.875% Senior Notes, $110.9 million of the 6.00% Senior Notes, $230.0 million of the 6.5% Exchangeable Senior Notes, $239.1 million of the 9.500% Private Second Lien Notes, and $286.5 million of the 10.500% Public Second Lien Notes.
If we are unable to anticipate or timely respond to technological changes, our business could be adversely affected and could compromise our competitive position, particularly if our competitors announce or introduce new electronic monitoring products and services in advance of us. Additionally, new electronic monitoring products and technology face the uncertainty of customer acceptance and reaction from competitors.
If we are unable to anticipate or timely respond to technological changes, our business could be adversely affected and could compromise our competitive position, particularly if our competitors announce or introduce new electronic monitoring products and services in advance of us.
Fluctuations in occupancy levels could cause a decrease in revenues and profitability. While a substantial portion of our cost structure is generally fixed, most of our revenues are generated under facility management contracts which provide for per diem payments based upon daily occupancy.
While a substantial portion of our cost structure is generally fixed, most of our revenues are generated under facility management contracts which provide for per diem payments based upon daily occupancy.
While approximately 47% of our workforce is covered by collective bargaining agreements, increases in organizational activity or any future work stoppages could have a material adverse effect on our business, financial condition, or results of operations. Our profitability may be materially adversely affected by inflation.
While approximately 49% of our workforce is covered by collective bargaining agreements, increases in organizational activity or any future work stoppages could have a material adverse effect on our business, financial condition, or results of operations.
During the fourth quarter of 2021, we received an unfavorable jury verdict and combined $23.2 million judgments in the retrial of two cases, State of Washington v. GEO Group and Nwauzor et al. v. GEO Group, in U.S. District Court for the Western District of Washington.
These actions are still pending. During the fourth quarter of 2021, we received an unfavorable jury verdict and combined $23.2 million judgments in the retrial of two cases, State of Washington v. GEO Group and Nwauzor et al. v. GEO Group, in U.S.
We have a substantial amount of goodwill and other intangible assets resulting from business acquisitions. As of December 31, 2022, we had $902.9 million of goodwill and other intangible assets.
We have a substantial amount of goodwill and other intangible assets resulting from business acquisitions. As of December 31, 2023, we had $891.1 million of goodwill and other intangible assets.
Any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products and services by governmental customers could have a material adverse effect on our business, financial condition and results of operations.
Additionally, new electronic monitoring products and technology face the uncertainty of customer acceptance and reaction from competitors. 38 Any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products and services by governmental customers could have a material adverse effect on our business, financial condition and results of operations.
In September 2022, we issued our fourth Human Rights and ESG report. The publication of our fourth annual Human Rights and ESG report highlights our continued 44 commitment to respecting the human rights and improving the lives of those entrusted to our care.
In October 2023, we issued our fifth Human Rights and ESG report. The publication of our fifth annual Human Rights and ESG report highlights our continued commitment to respecting the human rights and improving the lives of those entrusted to our care.
Any such corporate income tax liability could be substantial and would reduce the amount of cash available for other purposes, because, unless we are entitled to relief under certain statutory provisions, we would be taxable as a C Corporation, beginning in the year in which the failure occurred.
Any such corporate income tax liability could be substantial and would reduce the amount of cash available for other purposes, because, unless we are entitled to relief under certain statutory provisions, we would be taxable as a C Corporation, beginning in the year in which the failure occurred. 36 Even if we qualified as a REIT for those years for which we elected REIT status, we may owe taxes under certain circumstances.
Our total consolidated indebtedness as of December 31, 2022 and 2021 was approximately $2.0 billion and $2.7 billion, respectively, excluding non-recourse debt of $310.0 million for the year ended December 31, 2021, and finance lease obligations of $2.0 million and $3.8 million, for the years ended December 31, 2022 and 2021, respectively.
Our total consolidated indebtedness as of December 31, 2023 and 2022 was approximately $1.8 billion and $2.0 billion, respectively, excluding finance lease obligations of $1.3 million and $2.0 million, for the years ended December 31, 2023 and 2022, respectively.
In addition, our ability to incur additional indebtedness will be restricted by the terms of our exchange credit agreement, and the indentures governing our 10.500% Public Second Lien Notes due 2028, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes, the 6.00% Senior Notes, and the 5.875% Senior Notes.
In addition, our ability to incur additional indebtedness will be restricted by the terms of our exchange credit agreement, and the indentures governing our 10.500% Public Second Lien Notes due 2028, 9.500% Private Second Lien Notes, 6.50% Exchangeable Senior Notes and the 6.00% Senior Notes. We are incurring significant indebtedness in connection with substantial ongoing capital expenditures.
Marshals Service, accounted for 63.9% and 57.5% of our total consolidated revenues for the year ended December 31, 2022 and 2021, respectively, through multiple individual contracts, with the BOP accounting for 3.8% and 8.6% of our total consolidated revenues for 2022 and 2021, respectively, ICE accounting for 43.9% and 33.1% of our total consolidated revenues for 2022 and 2021, respectively, and the U.S.
Marshals Service, accounted for 62.2% and 63.9% of our total consolidated revenues for the year ended December 31, 2023 and 2022, respectively, through multiple individual contracts, with the BOP accounting for 2.9% and 3.8% of our total consolidated revenues for 2023 and 2022, respectively, ICE accounting for 42.7% and 43.9% of our total consolidated revenues for 2023 and 2022, respectively, and the U.S.

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Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed4 unchanged
Biggest changeWe consider our office space adequate for our current operations. See the Facilities and Day Reporting Centers listing under Item 1 for a list of the correctional, detention and reentry properties we own or lease in connection with our operations and specifically our U.S. Secure Services segment, our Reentry Services segment and our International Services segment.
Biggest changeWe consider our office space adequate for our current operations. See the Facilities and Day Reporting Centers listed under Item 1 for a list of the correctional, detention and reentry properties we own or lease in connection with our operations and specifically our U.S. Secure Services segment, our Reentry Services segment and our International Services segment.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

23 edited+19 added−13 removed11 unchanged
Biggest changeFirst, on July 1, 2021, a putative shareholder derivative complaint was filed in Palm Beach County, Florida Circuit Court against the Company, as well as current and former Company directors and officers George C. Zoley, Jose Gordo, Brian R. Evans, Ann M. Schlarb, Richard H. Glanton, Anne N. Foreman, Christopher C. Wheeler, Julie M. Wood, Guido van Hauwermeiren, Scott M.
Biggest changeThese cases generally allege breaches of fiduciary duties related to the same underlying matters alleged in the class action above. First, on July 1, 2021, a putative shareholder derivative complaint was filed in Palm Beach County, Florida Circuit Court against the Company, as well as current and 48 former Company directors and officers George C. Zoley, Jose Gordo, Brian R.
The first of the two state of Washington lawsuits 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 first of the two Washington State lawsuits 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 plaintiffs claimed that Washington State 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 plaintiffs claimed that 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.
Other Litigation The nature of the Company's business also exposes it to various other third-party legal claims or litigation against the Company, 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.
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.
Accruals for Legal Proceedings 49 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.
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.
Zoley violated Section 20(a) of the Exchange Act, by making materially false and misleading statements and/or omissions related to pending litigation, and seeks relief individually and on behalf of a putative class consisting of all persons and entities––other than the defendants, the officers and directors of the Company, members of their immediate families and their legal 47 representatives, heirs, successors or assigns and any entity in which the defendants have or had a controlling interest––who purchased or otherwise acquired the Company’s securities during the alleged class period from November 9, 2018 to August 5, 2020, inclusive.
Zoley violated Section 20(a) of the Exchange Act, by making materially false and misleading statements and/or omissions related to pending litigation, and sought relief individually and on behalf of a putative class consisting of all persons and entities––other than the defendants, the officers and directors of the Company, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which the defendants have or had a controlling interest––who purchased or otherwise acquired the Company’s securities during the alleged class period from November 9, 2018 to August 5, 2020, inclusive.
Schlarb, and dismissed all claims against GEO and Mr. Zoley other than claims related to GEO's disclosures about pending litigation. On October 4, 2021, plaintiffs filed a consolidated class action second amended complaint. The second amended complaint alleges that GEO and Mr.
Schlarb, and dismissed all claims against GEO and Mr. Zoley other than claims related to GEO's disclosures about pending litigation. On October 4, 2021, plaintiffs filed a consolidated class action second amended complaint. The second amended complaint alleged that GEO and Mr.
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 1090 – 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 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 1090 – 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.
Zoley violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, and alleges that Mr.
Zoley violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, and alleged that Mr.
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 Wages of Workers Act and the Federal Trafficking Victims Protection Act (“TVPA”).
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 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.
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.
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 $12.7 million.
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.
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 of the California case until the Ninth Circuit rules on the Washington cases.
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 Washington State lawsuits.
The second amended complaint seeks damages, interest, attorneys’ fees, expert fees, other costs, and such other relief as the court may deem proper. On June 21, 2022, the court dismissed all claims in the second amended complaint other than those related to the Company’s statements about pending lawsuits made prior to July 17, 2019.
The second amended complaint sought damages, interest, attorneys’ fees, expert fees, other costs, and such other relief as the court deemed proper. On June 21, 2022, the court dismissed all claims in the second amended complaint other than those related to the Company’s statements about pending lawsuits made prior to July 17, 2019.
The federal-court complaints make similar allegations of breach of fiduciary duty as to the Derivative Defendants, and also allege that the Derivative Defendants violated Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder and that Mr. Zoley contributed to alleged violations of Sections 10(b) and 21D of the Exchange Act.
The federal-court complaints make similar allegations of breach of fiduciary duty as to the Derivative Defendants, and also allege that the Derivative Defendants violated Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder and that Mr. Zoley contributed to alleged violations of Sections 10(b) and 21D of the Exchange Act. These cases are currently stayed.
On July 6, 2015, the court found that detainees were not employees under the Colorado Minimum Wage Order and dismissed this claim. On February 27, 2017, the court granted the plaintiffs' motion for class certification on the TVPA and unjust enrichment claims.
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.
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 or could result in a material impairment of the Company’s assets.
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.
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 December 30, 2019, the Company filed a lawsuit in the U.S.
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 April 29, 2021, the Company filed a lawsuit in the U.S.
The Company's accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The Company does not accrue for anticipated legal fees and costs but expenses those items as incurred. Item 4. Mine Saf ety Disclosures Not applicable. 50 PAR T II
The Company's accruals for loss contingencies are reviewed quarterly and adjusted as 50 additional information becomes available. The Company generally does not accrue for anticipated legal fees and costs but expenses those items as incurred.
All trial dates are currently stayed by court order pending appeal of evidentiary issue to the 10th Circuit Court of Appeal. Since the Colorado suit was initially filed, four similar lawsuits have been filed - two in the state of Washington and two in California.
All trial dates are currently stayed by court order pending appeal of certain of GEO's defenses to the 10th Circuit Court of Appeal. Oral argument before the 10th Circuit was held on September 18, 2023. Since the Colorado suit was initially filed, four similar lawsuits have been filed - two in Washington State and two in California.
Kernan, and Duane Helkowski (collectively, the “State Court Defendants”). Second, on November 12, 2021, a putative shareholder derivative complaint was filed in the U.S. District Court for the Southern District of Florida against the Company, the State Court Defendants, as well as then current and former Company officers David Venturella and J. David Donahue (collectively, the “Derivative Defendants”).
District Court for the Southern District of Florida against the Company, the State Court Defendants, as well as then current and former Company officers David Venturella and J. David Donahue (collectively, the “Derivative Defendants”). Third, on August 24, 2022, a putative stockholder derivative complaint was filed in the U.S.
In California, a class-action lawsuit was filed on December 19, 2017 by immigration detainees against the Company in the U.S. District 48 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.
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.
Third, on August 24, 2022, a putative stockholder derivative complaint was filed in the U.S. District Court for the Southern District of Florida against the Company and the Derivative Defendants.
District Court for the Southern District of Florida against the Company and the Derivative Defendants.
Removed
After the putative shareholder class action lawsuit was filed, three related putative shareholder derivative actions have also been filed. These cases generally allege breaches of fiduciary duties related to the same underlying matters alleged in the class action.
Added
The parties resolved this matter following mediation for a payment to a settlement class of $3 million paid by the Company's insurance carrier. On November 17, 2023, the court entered a Final Judgment and Order of Dismissal with Prejudice approving the settlement. After the putative shareholder class action lawsuit was filed, three related putative shareholder derivative actions were also filed.
Removed
These cases are currently stayed pending the resolution of the federal putative shareholder class action lawsuit described above. GEO strongly disputes the claims made in these four lawsuits, and intends to take all necessary steps to vigorously defend itself from these lawsuits.
Added
Evans, Ann M. Schlarb, Richard H. Glanton, Anne N. Foreman, Christopher C. Wheeler, Julie M. Wood, Guido van Hauwermeiren, Scott M. Kernan, and Duane Helkowski (collectively, the “State Court Defendants”). Second, on November 12, 2021, a putative shareholder derivative complaint was filed in the U.S.
Removed
Oral argument was held on October 6, 2022. The case has been formally submitted to the three-judge panel for decision. GEO intends to take all necessary steps to vigorously defend itself. The Company has not established an accrual for this judgment as it believes a potential loss related to this case is not probable.
Added
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.
Removed
District Court for the Southern District of California against the State of California for declaratory and injunctive relief challenging California’s newly enacted law - Assembly Bill 32 ("AB-32"), - which prohibits the operation of "private detention facilities" in California, including facilities in which the Company provides secure immigration detention contract services to the federal government.
Added
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 has resumed control and jurisdiction over the Washington State lawsuits.
Removed
The Company’s lawsuit asserts that AB-32 violates the Constitution’s Supremacy Clause, which protects the federal government from regulation by any state. By prohibiting federal detention facilities in California, the suit argues AB-32 substantially interferes with the ability of USMS and ICE to carry out detention responsibilities for the federal government.
Added
On February 21, 2024, the United States Department of Justice filed its Amicus Curiae in Support of GEO, arguing that the Washington judgments should be reversed because the Supremacy Clause precludes application of the Washington Minimum Wage Statute to work programs for federal detainees.
Removed
Secondly, because AB-32 creates an exemption for the application of AB-32 for the State of California for the use of "private detention facilities" (to alleviate overcrowding), California’s statute unlawfully discriminates against the federal government. On January 24, 2020, the United States filed a lawsuit challenging AB-32.
Added
In its Brief, the Department of Justice asserts that application of the Washington law independently contravenes 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.
Removed
On October 8, 2020, the court issued an order granting, in part, and denying, in part, the Company’s and the United States’ motions for preliminary injunction and California’s motion to dismiss.
Added
The Department of Justice also contends that the immigration statutory structure approved by Congress does not contemplate a role for states or state law in governing the Voluntary Work Program for federal detainees. 49 In California, a class-action lawsuit was filed on December 19, 2017, by immigration detainees against the Company in the U.S.
Removed
Among other findings, the court (1) dismissed the Company’s intergovernmental immunity claims as well as the United States’ preemption claims as applied to ICE facilities; (2) found that the Company and the United States were likely to succeed on the preemption claims as applied to U.S.
Added
GEO filed both a motion to stay the action pending the Ninth Circuit's decision in the Washington State 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 Washington State lawsuits.
Removed
Marshals’ facilities and enjoined enforcing AB-32 against those facilities; and (3) refused to enjoin California from enforcing AB-32 against ICE contracts with the Company and the United States. The Company and the United States appealed to the Ninth Circuit Court of Appeals. Oral argument was held on June 7, 2021.
Added
The court entered a stay of this action pending the final resolution of the AB-32 appeal. On June 22, 2023, the State of Washington filed a stipulation indicating, among other things, that it will not enforce House Bill 1090 against GEO for its operation of the Northwest ICE Processing Center.
Removed
On October 5, 2021, a three-Judge panel of the Ninth Circuit Court of Appeals reversed the lower court’s decision, holding that AB-32 conflicted with federal law. California petitioned the Ninth Circuit for the matter to be heard by the court sitting en banc, which petition was accepted.
Added
On November 16, 2023, the court entered a Judgment and dismissed the case. 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.
Removed
On September 26, 2022, in an 8-3 en banc decision, the Ninth Circuit Court of Appeals held that AB-32 violates the Constitution's Supremacy Clause and that AB-32 is preempted, vacated the lower court’s denial of the Company’s and the United States’ motions for preliminary injunction, and remanded the case to the District Court to consider the remaining preliminary injunction factors.
Added
House Bill 1470 purports to empower state agencies with new rule making, inspection, investigation, and testing powers over the Northwest ICE Processing Center.
Removed
On April 29, 2021, the Company filed a lawsuit in the U.S.
Added
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. The Company is awaiting a ruling on its complaint from the U.S.
Removed
Immigration and Customs Enforcement (“ICE”). The court has entered a stay in this action pending the final resolution of the AB-32 appeal.
Added
District Court for the Western District of Washington.
Added
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.
Added
Other Assessment A state non-income tax audit completed in 2016 included tax periods for which the state tax authority had previously processed a substantial tax refund.
Added
At the completion of the audit fieldwork, the Company received a notice of audit findings disallowing deductions that were previously claimed by the Company, approved by the state tax authority and served as the basis for the approved refund claim.
Added
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 total tax, penalty and interest related to the assessment is approximately $21.1 million. The Company appealed the administrative ruling.
Added
In February 2024, the Company received notice that the New Mexico Court of Appeals had ruled against its appeal. The Company plans to appeal this ruling to the State Supreme Court by timely filing a Petition for Writ of Certiorari. The Company disagrees with the assessment and intends to take all necessary steps to vigorously defend its position.
Added
The Company has established an estimated liability based on its estimate of the most probable loss based on the facts and circumstances known to date and the advice of outside counsel in connection with this matter. Item 4. Mine Saf ety Disclosures Not applicable. 51 PAR T II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added−1 removed3 unchanged
Biggest changeREIT Index December 31, 2017 $ 100.00 $ 100.00 $ 100.00 $ 100.00 December 31, 2018 $ 90.65 $ 87.82 $ 96.90 $ 91.36 December 31, 2019 $ 84.48 $ 108.66 $ 132.94 $ 110.49 December 31, 2020 $ 43.76 $ 128.61 $ 162.14 $ 98.21 December 31, 2021 $ 39.42 $ 146.23 $ 209.31 $ 136.29 December 31, 2022 $ 55.70 $ 114.70 $ 187.19 $ 99.04 Assumes $100 invested on December 31, 2017 in our common stock and the respective Index. * Total return assumes reinvestment of dividends.
Biggest changeREIT Index December 31, 2018 $ 100.00 $ 100.00 $ 100.00 $ 100.00 December 31, 2019 $ 93.20 $ 123.72 $ 137.19 $ 120.94 December 31, 2020 $ 48.28 $ 146.44 $ 167.32 $ 107.50 December 31, 2021 $ 43.48 $ 166.50 $ 216.00 $ 149.18 December 31, 2022 $ 61.44 $ 130.60 $ 193.17 $ 108.40 December 31, 2023 $ 62.07 $ 150.31 $ 230.11 $ 118.12 Assumes $100 invested on December 31, 2018 in our common stock and the respective Index. * Total return assumes reinvestment of dividends. 52
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the New York Stock Exchange under the symbol “GEO.” As of February 21, 2023, we had 489 shareholders of record.
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the New York Stock Exchange under the symbol “GEO.” As of February 21, 2024, we had 492 shareholders of record.
REIT Index and is provided in accordance with Item 201(e) of Regulation S-K. 51 Comparison of Five-Year Cumulative Total Return* The GEO Group, Inc., Russell 2000, S&P 500 Commercial Services and Supplies Index and MSCI U.S. REIT Index (Performance through December 31, 2022) The GEO Group, Inc. Russell 2000 S&P 500 Commercial Services & Supplies MSCI U.S.
Comparison of Five-Year Cumulative Total Return* The GEO Group, Inc., Russell 2000, S&P 500 Commercial Services and Supplies Index and MSCI U.S. REIT Index (Performance through December 31, 2023) The GEO Group, Inc. Russell 2000 S&P 500 Commercial Services & Supplies MSCI U.S.
Removed
Equity Plan Compensation Information Table Number of shares to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Plan Category Equity compensation plans approved by stockholders 1,885,112 $ 18.03 9,018,867 Equity compensation plans not approved by stockholders - $ - - Total 1,885,112 $ 18.03 9,018,867 Performance Graph The following performance graph compares the performance of our common stock to the Russell 2000, the S&P 500 Commercial Services and Supplies Index, and the MSCI U.S.
Added
Performance Graph The following performance graph compares the performance of our common stock to the Russell 2000, the S&P 500 Commercial Services and Supplies Index, and the MSCI U.S. REIT Index and is provided in accordance with Item 201(e) of Regulation S-K.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

133 edited+46 added−66 removed92 unchanged
Biggest changeImportant 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: • our ability to mitigate the transmission of the current pandemic of the novel coronavirus, or COVID-19, at our secure facilities, processing centers and reentry centers; • the magnitude, severity and duration of the COVID-19 pandemic and its impact on our business, financial condition, results of operations and cash flows; • our ability to timely build and/or open facilities as planned, successfully manage such facilities and successfully integrate such facilities into our operations without substantial additional costs; • our ability to estimate the government’s level of utilization of public-private partnerships for secure services and the impact of any modifications or reductions by our government customers of their utilization of public-private partnerships; • our ability to accurately project the size and growth of public-private partnerships for secure services in the U.S. and internationally and our ability to capitalize on opportunities for public-private partnerships; • our ability to successfully respond to any challenges or concerns that our government customers may raise regarding their use of public-private partnerships for secure services, including finding other government customers or alternative uses for facilities where a government customer has discontinued or announced that a contract with us will be discontinued; • 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; • our ability to successfully respond to delays encountered by states pursuing public-private partnerships for secure services and cost savings initiatives implemented by a number of states; • our ability to activate the inactive beds at our idle facilities; • our ability to maintain or increase occupancy rates at our facilities and the impact of fluctuations in occupancy levels on our revenues and profitability; • 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; • 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; • 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; 71 • our ability to expand, diversify and grow our secure services, reentry, community-based services, monitoring services, evidence-based supervision and treatment programs and secure transportation services businesses; • our ability to win management contracts for which we have submitted proposals, retain existing management contracts, prevail in any challenge or protest involving the award of a management contract and meet any performance standards required by such management contracts; • our ability to raise new project development capital given the often short-term nature of the customers’ commitment to use newly developed facilities; • our ability to develop long-term earnings visibility; • our ability to successfully conduct our operations in the United Kingdom, South Africa and Australia through joint ventures or a consortium; • the impact of the LIBOR transition; • the instability of foreign exchange rates, exposing us to currency risks in Australia, the United Kingdom, and South Africa, or other countries in which we may choose to conduct our business; • an increase in unreimbursed labor rates; • our exposure to rising medical costs; • our ability to manage costs and expenses relating to ongoing litigation arising from our operations; • 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; • our ability to prevail in our challenge to EHB 1090 legislation that is pending in the State of Washington; • our ability to accurately estimate on an annual basis, loss reserves related to general liability, workers’ compensation and automobile liability claims; • our ability to fulfill our debt service obligations and its impact on our liquidity; • our ability to deleverage and repay, refinance or otherwise address our debt maturities in an amount or on the timeline we expect, or at all; • despite current indebtedness levels, we may still incur more indebtedness, which could further exacerbate the risks relating to our indebtedness; • the covenants in the indentures governing the Convertible Notes, the 6.00% Senior Notes due 2026, the 5.875% Senior Notes due 2024 and the covenants in the indentures governing the 2028 Registered Notes, the 2028 Private Exchange Notes and the Exchange Credit Agreement impose significant operating and financial restrictions which may adversely affect our ability to operate our business; • servicing our indebtedness will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control and we may not be able to generate the cash required to service our indebtedness; • because portions of our senior indebtedness have floating interest rates, an increase in interest rates would adversely affect cash flows; • we depend on distributions from our subsidiaries to make payments on our indebtedness and these distributions may not be made; • we may not be able to satisfy our repurchase obligations in the event of a change of control because the terms of our indebtedness or lack of funds may prevent us from doing so; • the conditional exchange feature of the 6.5% Exchangeable Senior Notes, if triggered, may adversely affect our financial condition; • the second lien notes and the related guarantees are effectively subordinated to our and our subsidiary guarantors' current senior secured indebtedness and structurally subordinated to the indebtedness of our subsidiaries that do not guarantee the second lien notes; • it may be difficult to realize the value of the collateral securing the second lien notes and related guarantees; 72 • our ability to identify and successfully complete any potential sales of additional Company-owned assets and businesses in commercially advantageous terms on a timely basis, or at all; • from time to time, we may not have a management contract with a client to operate existing beds at a facility or new beds at a facility that we are expanding, and we cannot assure you that such a contract will be obtained.
Biggest changeImportant 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: • our ability to timely build and/or open facilities as planned, successfully manage such facilities and successfully integrate such facilities into our operations without substantial additional costs; • our ability to estimate the government’s level of utilization of public-private partnerships for secure services and the impact of any modifications or reductions by our government customers of their utilization of public-private partnerships; • our ability to accurately project the size and growth of public-private partnerships for secure services in the U.S. and internationally and our ability to capitalize on opportunities for public-private partnerships; • our ability to successfully respond to any challenges or concerns that our government customers may raise regarding their use of public-private partnerships for secure services, including finding other government customers or alternative uses for facilities where a government customer has discontinued or announced that a contract with us will be discontinued; • 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; • our ability to successfully respond to delays encountered by states pursuing public-private partnerships for secure services and cost savings initiatives implemented by a number of states; • our ability to activate the inactive beds at our idle facilities; • our ability to maintain or increase occupancy rates at our facilities and the impact of fluctuations in occupancy levels on our revenues and profitability; • 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; • 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; • 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; • our ability to expand, diversify and grow our secure services, reentry, community-based services, monitoring services, evidence-based supervision and treatment programs and secure transportation services businesses; • our ability to win management contracts for which we have submitted proposals, retain existing management contracts, prevail in any challenge or protest involving the award of a management contract and meet any performance standards required by such management contracts; 71 • our ability to raise new project development capital given the often short-term nature of the customers’ commitment to use newly developed facilities; • our ability to develop long-term earnings visibility; • our ability to successfully conduct our operations in the United Kingdom and South Africa through joint ventures; • the impact of the LIBOR transition; • the instability of foreign exchange rates, exposing us to currency risks in Australia, the United Kingdom, and South Africa, or other countries in which we may choose to conduct our business; • an increase in unreimbursed labor rates; • our exposure to rising medical costs; • our ability to manage costs and expenses relating to ongoing litigation arising from our operations; • 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; • our ability to accurately estimate on an annual basis, loss reserves related to general liability, workers’ compensation and automobile liability claims; • our ability to fulfill our debt service obligations and its impact on our liquidity; • our ability to deleverage and repay, refinance or otherwise address our debt maturities in an amount or on the timeline we expect, or at all; • despite current indebtedness levels, we may still incur more indebtedness, which could further exacerbate the risks relating to our indebtedness; • the covenants in the indentures governing the Convertible Notes, the 6.00% Senior Notes due 2026 and the covenants in the indentures governing the 2028 Registered Notes, the 2028 Private Exchange Notes and the Exchange Credit Agreement impose significant operating and financial restrictions which may adversely affect our ability to operate our business; • servicing our indebtedness will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control and we may not be able to generate the cash required to service our indebtedness; • because portions of our senior indebtedness have floating interest rates, an increase in interest rates would adversely affect cash flows; • we depend on distributions from our subsidiaries to make payments on our indebtedness and these distributions may not be made; • we may not be able to satisfy our repurchase obligations in the event of a change of control because the terms of our indebtedness or lack of funds may prevent us from doing so; • the conditional exchange feature of the 6.5% Exchangeable Senior Notes, if triggered, may adversely affect our financial condition; • the second lien notes and the related guarantees are effectively subordinated to our and our subsidiary guarantors' current senior secured indebtedness and structurally subordinated to the indebtedness of our subsidiaries that do not guarantee the second lien notes; • it may be difficult to realize the value of the collateral securing the second lien notes and related guarantees; • 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; • from time to time, we may not have a management contract with a client to operate existing beds at a facility or new beds at a facility that we are expanding, and we cannot assure you that such a contract will be obtained.
GEO began procuring insurance policies to cover deductibles for workers’ compensation, general liability, automobile liability, medical professional liability and directors' and officers’ liability as well as procuring insurance policies for its excess liability, directors’ and officers’ excess liability and excess medical professional liability through Florina effective October 1, 2021.
GEO began procuring insurance policies to cover deductibles for workers’ compensation, general liability, automobile liability, medical professional liability and directors' and officers’ liability as well as procuring insurance policies for its excess liability and excess medical professional liability through Florina effective October 1, 2021.
Failure to obtain a management contract for these beds will subject us to carrying costs with no corresponding management revenue; • negative conditions in the capital markets could prevent us from obtaining financing on desirable terms, which could materially harm our business; • 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; • our growth depends on our ability to secure contracts to develop and manage new secure facilities, processing centers and community-based facilities and to secure contracts to provide electronic monitoring services, community-based reentry services and monitoring and supervision services, the demand for which is outside our control; • we may not be able to meet state requirements for capital investment or locate land for the development of new facilities, which could adversely affect our results of operations and future growth; • we partner with a limited number of governmental customers who account for a significant portion of our revenues.
Failure to obtain a management contract for these beds will subject us to carrying costs with no corresponding management revenue; • negative conditions in the capital markets could prevent us from obtaining future financing on desirable terms, which could materially harm our business; 72 • 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; • our growth depends on our ability to secure contracts to develop and manage new secure facilities, processing centers and community-based facilities and to secure contracts to provide electronic monitoring services, community-based reentry services and monitoring and supervision services, the demand for which is outside our control; • we may not be able to meet state requirements for capital investment or locate land for the development of new facilities, which could adversely affect our results of operations and future growth; • we partner with a limited number of governmental customers who account for a significant portion of our revenues.
Reserves for Insurance Losses The nature of our business exposes us to various types of third-party legal claims, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by individuals within our care, medical malpractice claims, 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, contractual claims and claims for personal injury or other damages resulting from contact with our facilities, programs, electronic monitoring products, personnel or individuals within our care, including damages arising from the escape of an individual in our care or from a disturbance or riot at a facility.
Reserves for Insurance Losses The nature of our business exposes us to various types of third-party legal claims, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by individuals within our care, medical malpractice 55 claims, 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, contractual claims and claims for personal injury or other damages resulting from contact with our facilities, programs, electronic monitoring products, personnel or individuals within our care, including damages arising from the escape of an individual in our care or from a disturbance or riot at a facility.
Our licensors may also seek to terminate our license; • we may be subject to costly product liability claims from the use of our electronic monitoring products, which could damage our reputation, impair the marketability of our products and services and force us to pay costs and damages that may not be covered by adequate insurance; • our ability to identify suitable acquisitions or dispositions, and to successfully complete such acquistitons or dispositions; • as a result of our acquisitions, we have recorded and will continue to record a significant amount of goodwill and other intangible assets.
Our licensors may also seek to terminate our license; • we may be subject to costly product liability claims from the use of our electronic monitoring products, which could damage our reputation, impair the marketability of our products and services and force us to pay costs and damages that may not be covered by adequate insurance; • our ability to identify suitable acquisitions or dispositions, and to successfully complete such acquisitions or dispositions; • as a result of our acquisitions, we have recorded and will continue to record a significant amount of goodwill and other intangible assets.
If our expectations of future results and cash flows decrease significantly or other economic conditions deteriorate, goodwill may be further impaired. No impairment charges were recorded for the year ended December 31, 2022 or 2021. Other Intangible Assets, Net We have also recorded other finite and indefinite lived intangible assets as a result of previously completed business combinations.
If our expectations of future results and cash flows decrease significantly or other economic conditions deteriorate, goodwill may be further impaired. No impairment charges were recorded for the year ended December 31, 2023, 2022 or 2021. Other Intangible Assets, Net We have also recorded other finite and indefinite lived intangible assets as a result of previously completed business combinations.
Risk Factors” in this Annual Report on Form 10-K, the “Forward-Looking Statements — Safe Harbor,” as well as the other disclosures contained in this Annual Report on Form 10-K, for further discussion on forward-looking statements and the risks 68 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.
Risk Factors” in this Annual Report on Form 10-K, the “Forward-Looking Statements — Safe Harbor,” as well as the other disclosures contained in this Annual Report on Form 10-K, 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.
Because we have high deductible insurance policies, the amount of our insurance expense is dependent on our ability to control our claims experience. If actual losses 55 related to insurance claims significantly differ from our estimates, our financial condition, results of operations and cash flows could be materially adversely impacted.
Because we have high deductible insurance policies, the amount of our insurance expense is dependent on our ability to control our claims experience. If actual losses related to insurance claims significantly differ from our estimates, our financial condition, results of operations and cash flows could be materially adversely impacted.
Our goodwill is not amortized and is tested for impairment annually on the first day of the fourth quarter, and whenever events or circumstances arise that indicate impairment may have occurred. Impairment testing is performed for all reporting units that contain goodwill. The reporting units are the same as the reportable segments for U.S.
Our goodwill is 56 not amortized and is tested for impairment annually on the first day of the fourth quarter, and whenever events or circumstances arise that indicate impairment may have occurred. Impairment testing is performed for all reporting units that contain goodwill. The reporting units are the same as the reportable segments for U.S.
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 notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021.
The Convertible Notes bear interest at the 63 rate of 6.50% per year plus an additional amount based on the dividends paid by GEO on its common stock. Interest on the notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021.
The level in the fair value hierarchy within which the respective fair value measurement falls is determined based on the lowest level input that is significant to the measurement in its entirety. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities.
The level in the fair value hierarchy within which the respective fair value measurement falls is 57 determined based on the lowest level input that is significant to the measurement in its entirety. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities.
We plan to fund all of our capital needs, including capital expenditures, from cash on hand, cash from operations, borrowings under our Exchange Credit Agreement and any other financings which our management and Board, in their discretion, may consummate.
We plan to fund all of our capital needs, including capital expenditures, from cash on hand, cash from operations, borrowings under our 62 Exchange Credit Agreement and any other financings which our management and Board, in their discretion, may consummate.
Net provided by investing activities of $3.0 million in 2022 was primarily the result of capital expenditures of $90.0 million and changes in restricted investments of $8.4 million, offset by proceeds from sale of real estate and other assets of $101.4 million.
Net cash provided by investing activities of $3.0 million in 2022 was primarily the result of capital expenditures of $90.0 million and changes in restricted investments of $8.4 million, offset by proceeds from sale of real estate and other assets of $101.4 million.
President Biden’s administration may implement additional executive orders or directives relating to federal criminal justice policies and/or immigration policies, which may impact the federal government’s use of public-private partnerships with respect to secure correctional and detention facilities and immigration processing centers, including with respect to our contracts, and/or may impact the budget and spending priorities of federal agencies, including the BOP, USMS, and ICE, which is an agency of the U.S.
President Biden’s administration or a future administration may implement additional executive orders or directives relating to federal criminal justice policies and/or immigration policies, which may impact the federal government’s use of public-private partnerships with respect to secure correctional and detention facilities and immigration processing centers, including with respect to our contracts, and/or may impact the budget and spending priorities of federal agencies, including the BOP, USMS, and ICE, which is an agency of the U.S.
Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and are incorporated herein by reference.
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and are incorporated herein by reference.
There were no shares of common stock sold under this prospectus supplement during the year ended December 31, 2022. Australia - Ravenhall In connection with a design and build project agreement with the State of Victoria, in September 2014, we entered into a syndicated facility agreement (the "Construction Facility") to provide debt financing for construction of the project.
There were no shares of common stock sold under this prospectus supplement during the year ended December 31, 2023. Australia - Ravenhall In connection with a design and build project agreement with the State of Victoria, in September 2014, we entered into a syndicated facility agreement (the "Construction Facility") to provide debt financing for construction of the project.
Refer to Note 12 - Debt of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Following the completed exchange offer in August 2022, S&P Global Ratings upgraded our issuer rating to B with a stable outlook.
Refer to Note 11 - Debt of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Following the completed exchange offer in August 2022, S&P Global Ratings upgraded our issuer rating to B with a stable outlook.
Refer to Note 12 - Debt in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Executive Retirement Agreement We have a non-qualified deferred compensation agreement with our Executive Chairmen and former Chief Executive Officer (“former CEO”).
Refer to Note 11 - Debt in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Executive Retirement Agreement We have a non-qualified deferred compensation agreement with our Executive Chairmen and former Chief Executive Officer (“former CEO”).
We recognize transfers between Levels 1, 2 and 3 as of the actual date of the event or change in circumstances that cause the transfer. We utilized a third-party valuation firm to assist with the estimation of the fair values on the date of issuance for our new debt instruments.
We recognize transfers between Levels 1, 2 and 3 as of the actual date of the event or change in circumstances that cause the transfer. We utilized a third-party valuation firm to assist with the estimation of the fair values on the date of issuance for our new debt instruments issued in 2022.
We are also exposed to various commitments and contingencies which may have a material adverse effect on our liquidity. See Note 17 – Commitments, Contingencies and Other Matters in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
We are also exposed to various commitments and contingencies which may have a material adverse effect on our liquidity. See Note 16 – Commitments, Contingencies and Other Matters in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The loss of, or a significant decrease in revenues from, these customers could seriously harm our financial condition and results of operations; • State budgetary constraints may have a material adverse impact on us; • competition for contracts may adversely affect the profitability of our business; • we are dependent on government appropriations, which may not be made on a timely basis or at all and may be adversely impacted by budgetary constraints at the federal, state, local and foreign government levels; • public and political resistance to the use of public-private partnerships for secure facilities, electronic monitoring and supervision as alternatives to detention, processing centers and community reentry centers could result in our inability to obtain new contracts or the loss of existing contracts, impact our ability to obtain or refinance debt financing or enter into commercial arrangements, which could have a material adverse effect on our business, financial condition, results of operations and the market price of our securities; • adverse publicity may negatively impact our ability to retain existing contracts and obtain new contracts; • we may incur significant start-up and operating costs on new contracts before receiving related revenues, which may impact our cash flows and may not be recouped; • failure to comply with extensive government regulation and applicable contractual requirements could have a material adverse effect on our business, financial condition or results of operations; • we may face community opposition to facility locations, which may adversely affect our ability to obtain new contracts; • our business operations expose us to various liabilities for which we may not have adequate insurance and may have a material adverse effect on our business, financial condition or results of operations; • we may not be able to obtain or maintain the insurance levels required by our government contracts; • our exposure to rising general insurance costs; • natural disasters, pandemic outbreaks, global political events and other serious catastrophic events could disrupt operations and otherwise materially adversely affect our business and financial condition; • our international operations expose us to risks that could materially adversely affect our financial condition and results of operations; • we conduct certain of our operations through joint ventures or consortiums, which may lead to disagreements with our joint venture partners or business partners and adversely affect our interest in the joint ventures or consortiums; • we are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel; • our profitability may be materially adversely affected by inflation; 73 • various risks associated with the ownership of real estate may increase costs, expose us to uninsured losses and adversely affect our financial condition and results of operations; • risks related to facility construction and development activities may increase our costs related to such activities; • the rising cost and increasing difficulty of obtaining adequate levels of surety credit on favorable terms could adversely affect our operating results; • adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations; • technological changes could cause our electronic monitoring products and technology to become obsolete or require the redesign of our electronic monitoring products, which could have a material adverse effect on our business; • any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products and services by governmental customers could have a material adverse effect on our business, financial condition and results of operations; • we depend on a limited number of third parties to manufacture and supply quality infrastructure components for our electronic monitoring products.
The loss of, or a significant decrease in revenues from, these customers could seriously harm our financial condition and results of operations; • State budgetary constraints may have a material adverse impact on us; • competition for contracts may adversely affect the profitability of our business; • we are dependent on government appropriations, which may not be made on a timely basis or at all and may be adversely impacted by budgetary constraints at the federal, state, local and foreign government levels; • public and political resistance to the use of public-private partnerships for secure facilities, electronic monitoring and supervision as alternatives to detention, processing centers and community reentry centers could result in our inability to obtain new contracts or the loss of existing contracts, impact our ability to obtain or refinance debt financing or enter into commercial arrangements, which could have a material adverse effect on our business, financial condition, results of operations and the market price of our securities; • adverse publicity may negatively impact our ability to retain existing contracts and obtain new contracts; • we may incur significant start-up and operating costs on new contracts before receiving related revenues, which may impact our cash flows and may not be recouped; • failure to comply with extensive government regulation and applicable contractual requirements could have a material adverse effect on our business, financial condition or results of operations; • we may face community opposition to facility locations, which may adversely affect our ability to obtain new contracts; • our business operations expose us to various liabilities for which we may not have adequate insurance, including legal claims and proceedings, and may have a material adverse effect on our business, financial condition or results of operations; • we may not be able to obtain or maintain the insurance levels required by our government contracts; • our exposure to rising general insurance costs; • natural disasters, pandemic outbreaks, global political events and other serious catastrophic events could disrupt operations and otherwise materially adversely affect our business and financial condition; • our international operations expose us to risks that could materially adversely affect our financial condition and results of operations; • we conduct certain of our operations through joint ventures or consortiums, which may lead to disagreements with our joint venture partners or business partners and adversely affect our interest in the joint ventures or consortiums; • we are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel; • our profitability may be materially adversely affected by inflation; • various risks associated with the ownership of real estate may increase costs, expose us to uninsured losses and adversely affect our financial condition and results of operations; • risks related to facility construction and development activities may increase our costs related to such activities; • the rising cost and increasing difficulty of obtaining adequate levels of surety credit on favorable terms could adversely affect our operating results; • adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations; 73 • 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; • 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; • we depend on a limited number of third parties to manufacture and supply quality infrastructure components for our electronic monitoring products.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or are not expected to, have a material effect on the Company's results of operations or financial position.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or are not expected to, have a material effect on our results of operations or financial position.
Secure Services U.S. Secure Services depreciation and amortization expense decreased in 2022 compared to 2021 primarily due to decreases related to certain assets becoming fully depreciated and/or amortized as well as certain asset dispositions at our company-owned facilities.
Secure Services U.S. Secure Services depreciation and amortization expense decreased in 2023 compared to 2022 primarily due to decreases related to certain assets becoming fully depreciated and/or amortized as well as certain asset dispositions at our company-owned facilities.
Interest expense increased in 2022 compared to 2021 primarily due to higher interest rates on the new debt instruments as well as the net amortization of deferred issuance costs and discounts/premiums related to the transaction. Additionally, SOFR/LIBOR rates have increased in 2022 compared to 2021.
Interest expense increased in 2023 compared to 2022 primarily due to higher interest rates on the new debt instruments as well as the net amortization of deferred issuance costs and discounts/premiums related to the transaction. Additionally, SOFR/LIBOR rates have increased in 2023 compared to 2022.
Net cash provided by operating activities in 2022 was positively impacted by non-cash expenses such as depreciation and amortization, deferred tax provision (benefit), amortization of debt issuance costs, discount and/or premium and other non-cash interest, stock-based compensation expense, gain on sale/disposal of property and equipment, loss on extinguishment of debt and dividends received from our unconsolidated joint venture.
Net cash provided by operating activities in 2023 was positively impacted by non-cash expenses such as depreciation and amortization, deferred tax provision (benefit), amortization of debt issuance costs, discount and/or premium and other non-cash interest, stock-based compensation expense, loss on sale/disposal of property and equipment, loss on extinguishment of debt and dividends received from our unconsolidated joint venture.
Refer to Note 17 Commitments, Contingencies and Other Matters of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
Refer to Note 16 Commitments, Contingencies and Other Matters of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
Upon exchange of a note, we will pay or deliver, as the case may be, cash or a combination of cash and shares of our common stock. As of December 31, 2022, conditions had not been met to exchange the notes.
Upon exchange of a note, we will pay or deliver, as the case may be, cash or a combination of cash and shares of our common stock. As of December 31, 2023, conditions had not been met to exchange the notes.
Refer to Note 17 - Commitments, Contingencies and Other Matters of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Refer to Note 16 - Commitments, Contingencies and Other Matters of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Liquidity and Capital Resources Exchange Offer On August 19, 2022, we completed an exchange offer to exchange certain of our outstanding 5.125% Senior Notes due 2023, 5.875% Senior Notes due 2024, 6.00% Senior Notes due 2026 and certain revolving credit loans and term loans under our senior secured credit facility into newly issued Senior Second Lien Secured Notes and a new Exchange Credit Agreement.
Exchange Offer On August 19, 2022, we completed an exchange offer to exchange certain of our outstanding 5.125% Senior Notes due 2023, 5.875% Senior Notes due 2024, 6.00% Senior Notes due 2026 and certain revolving credit loans and term loans under our senior secured credit facility into newly issued Senior Second Lien Secured Notes and a new Exchange Credit Agreement.
Equity in earnings of affiliates negatively impacted cash along with a net gain on disposition of assets. Changes in accounts receivable, prepaid expenses and other assets increased in total by a net of $53.0 million, representing a negative impact on cash. The increase was primarily driven by the timing of billings and collections.
Equity in earnings of affiliates negatively impacted cash along with a net gain on disposition of assets and deferred tax benefit. Changes in accounts receivable, prepaid expenses and other assets increased in total by a net of $53.0 million, representing a negative impact on cash. The increase was primarily driven by the timing of billings and collections.
With respect to the qualitative assessments, management determined that, as of October 1, 2022, it was more likely than not that the fair values of the reporting units exceeded their carrying values.
With respect to the qualitative assessments, management determined that, as of October 1, 2023, it was more likely than not that the fair values of the reporting units exceeded their carrying values.
These facilities combined represented approximately 6% of our revenues for the year ended December 31, 2022. As of December 31, 2022, we no longer have any contracts with the BOP for secure correctional facilities.
These facilities combined represented approximately 6% of our revenues for the year ended December 31, 2023. As of December 31, 2023, we no longer have any contracts with the BOP for secure correctional facilities.
Refer to Note 12 - Debt included in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Refer to Note 11 - Debt included in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The significant accounting policies and estimates which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following: 53 Asset Impairments The following table summarizes the Company’s idled facilities as of December 31, 2022 and their respective carrying values, excluding equipment and other assets that can be easily transferred to other facilities.
The significant accounting policies and estimates which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following: 54 Asset Impairments The following table summarizes the Company’s idled facilities as of December 31, 2023 and their respective carrying values, excluding equipment and other assets that can be easily transferred to other facilities.
(b) Includes amounts due to non-guarantor subsidiaries of $8.9 million and $14.8 million as of December 31, 2022 and 2021, respectively. Off-Balance Sheet Arrangements Except as discussed above, and in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, we do not have any off-balance sheet arrangements.
(b) Includes amounts due to non-guarantor subsidiaries of $31.5 million and $8.9 million as of December 31, 2023 and 2022, respectively. Off-Balance Sheet Arrangements Except as discussed above, and in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, we do not have any off-balance sheet arrangements.
Other In August 2019, we entered into two identical Notes (as defined below) in the aggregate amount of $44.3 million which are secured by loan agreements and mortgage and security agreements on certain real property and improvements.
Other We have entered into two identical Notes (as defined below) in the aggregate amount of $44.3 million which are secured by loan agreements and mortgage and security agreements on certain real property and improvements.
Refer to Note 12 - 60 Debt of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
Refer to Note 11 - Debt of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
Derivatives In August 2019, we entered into two interest rate swap agreements in the aggregate notional amount of $44.3 million to fix the interest rate on certain of our variable rate debt to 4.22%.
Derivatives We have entered into two interest rate swap agreements in the aggregate notional amount of $44.3 million to fix the interest rate on certain of our variable rate debt to 4.22%.
AFFO provides 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.
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.
On January 26, 2021, President Biden signed an executive order directing the United States Attorney General not to renew DOJ contracts with privately operated criminal detention facilities, as consistent with applicable law. Two agencies of the DOJ, the BOP and the USMS, utilize GEO’s support services.
On January 26, 2021, President Biden signed an executive order directing the United States Attorney General not to renew DOJ contracts with privately operated criminal detention facilities, as consistent with applicable law. Two agencies of the DOJ, the BOP and the USMS, utilized GEO’s support services at the time the executive order was signed.
The terms of the Notes are through September 1, 2034 and bear interest at LIBOR plus 200 basis points and are payable in monthly installments plus interest. We have entered into interest rate swap agreements to fix the interest rate to 4.22%.
The terms of the Notes are through September 1, 2034 and bear interest at SOFR plus 205 basis points and are payable in monthly installments plus interest. We have entered into interest rate swap agreements to fix the interest rate to 4.22%.
This section of this Form 10-K generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021.
This section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.
The BOP houses inmates who have been convicted of federal crimes, and the USMS is generally responsible for detainees who are awaiting trial or sentencing in U.S. federal courts. As of December 31, 2022, GEO has three company-owned/company-leased facilities under direct contracts with USMS, which have current contract option periods that expire between February 28, 2023 and September 30, 2023.
The BOP houses inmates who have been convicted of federal crimes, and the USMS is generally responsible for detainees who are awaiting trial or sentencing in U.S. federal courts. As of December 31, 69 2023, GEO has three company-owned/company-leased facilities under direct contracts with USMS, which have current contract option periods that expire between September 2025 and September 2028.
While state finances overall were stable prior to the COVID-19 pandemic, future budgetary pressures may cause state agencies to pursue a number of cost savings initiatives which may include reductions in per diem rates and/or the scope of services provided by private operators or the decision to not re-bid a contract after expiration of the contract term.
While state finances overall are stable, future budgetary pressures may cause state agencies to pursue a number of cost savings initiatives which may include reductions in per diem rates and/or the scope of services provided by private operators or the decision to not re-bid a contract after expiration of the contract term.
As of December 31, 2022, our worldwide operations included the management and/or ownership of approximately 82,000 beds at 102 correctional, detention and reentry facilities, including idle facilities, and also included the provision of servicing individuals in a community-based environment on behalf of federal, state and local correctional agencies located throughout the country.
As of December 31, 2023, our worldwide operations included the management and/or ownership of approximately 81,000 beds at 100 correctional, detention and reentry facilities, including idle facilities, and also included the provision of servicing individuals in a community-based environment on behalf of federal, state and local correctional agencies located throughout the country.
Equity in earnings of affiliates negatively impacted cash along with gain on extinguishment of debt and net gain on disposition of assets. Changes in accounts receivable, prepaid expenses and other assets decreased in total by a net of $9.5 million, representing a positive impact on cash. The decrease was primarily driven by the timing of billings and collections.
Equity in earnings of affiliates negatively impacted cash along with a net gain on disposition of assets. Changes in accounts receivable, prepaid expenses and other assets decreased in total by a net of $11.7 million, representing a positive impact on cash. The decrease was primarily driven by the timing of billings and collections.
Changes in accounts payable, accrued expenses and other liabilities increased by $21.8 million which positively impacted cash. The decrease was primarily due to the timing of payments.
Changes in accounts payable, accrued expenses and other liabilities increased by $8.1 million which positively impacted cash. The increase was primarily due to the timing of payments.
However, we can provide no assurance that we will be able to secure management contracts to utilize our idle facilities, or that we will not incur impairment charges in the future. In all cases, the projected value in our analysis as of December 31, 2022, exceeded the carrying amounts of each facility, therefore no impairment charges were recorded.
However, we can provide no assurance that we will be able to secure management contracts to utilize our idle facilities, or that we will not incur impairment charges in the future. In all cases, the undiscounted cash flows in our analysis as of December 31, 2023, exceeded the carrying amounts of each facility, therefore no impairment charges were recorded.
These reserves, which include Florina’s reserves and GEO’s legacy reserves and administrative costs for the plans, are undiscounted and were $79.0 million and $74.2 million as of December 31, 2022 and 2021, respectively, and are included in Accrued Expenses in the accompanying Consolidated Balance Sheets.
These reserves, which include Florina’s reserves and GEO’s legacy reserves and administrative costs for the plans, are undiscounted and were $65.6 million and $79.0 million as of December 31, 2023 and 2022, respectively, and are included in Accrued Expenses in the accompanying Consolidated Balance Sheets.
We carry certain of our assets and liabilities at fair value, measured on a recurring basis, in the accompanying Consolidated Balance Sheets. We also have certain assets and liabilities which are not carried at fair value in our accompanying Consolidated Balance Sheets and disclose the fair value measurements compared to the carrying values as of each balance sheet date.
We also have certain assets and liabilities which are not carried at fair value in our accompanying Consolidated Balance Sheets and disclose the fair value measurements compared to the carrying values as of each balance sheet date.
The decrease relates to the timing of payments received and interest accrued, along with the effect of foreign exchange rates, related to the Ravenhall Project. Refer to Note 6 - Contract Receivable included in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The decrease relates to the timing of payments received and interest accrued, along with the effect of foreign exchange rates, related to the Ravenhall Project. Refer to Note 16 - Commitments, Contingencies and Other Matters included in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The weighted average interest rate on outstanding borrowings under the Credit Agreement as of December 31, 2022 was 9.85%. 62 6.50% Exchangeable Senior Notes due 2026 On February 24, 2021, our wholly-owned subsidiary, GEO Corrections Holdings, Inc.
The weighted average interest rate on outstanding borrowings under the Credit Agreement as of December 31, 2023 was 12.35%. 6.50% Exchangeable Senior Notes due 2026 On February 24, 2021, our wholly-owned subsidiary, GEO Corrections Holdings, Inc.
In 2022, there was a $1.4 million discrete tax benefit compared to a net $74.6 million discrete tax expense in 2021. Included in the provision for income taxes in 2022 and 2021 were, respectively, a $2.1 million and $3.6 million discrete tax expense related to stock compensation that vested during the respective periods.
In 2023 and 2022, there was a $3.8 million and $1.4 million net discrete tax benefit, respectively. Included in the provision for income taxes in 2023 and 2022 were a $1.0 million and $2.1 million discrete tax expense related to stock compensation that vested during the respective periods.
However, if the eleven idle facilities in our Secure Services and Reentry Services segments were to be activated using our Secure Services and Reentry Services average per diem rate in 2022 (calculated as revenue divided by the number of mandays) and based on the average occupancy rate in our facilities for 2022, we would expect to receive annual incremental revenue of approximately $360 million and an increase in annual earnings per share of approximately $.35 to $.40 per share based on our average operating margin.
However, if the ten idle facilities in our Secure Services and Reentry Services segments were to be activated using our Secure Services and Reentry Services average per diem rate in 2023 (calculated as revenue divided by the number of mandays) and based on the average occupancy rate in our facilities for 2023, we would expect to receive annual incremental revenue of approximately $350 million and an increase in annual earnings per share of approximately $.28 to $.33 per share based on our average operating margin.
We expect general and administrative expenses as a percentage of revenue in 2023 to remain consistent or decrease as a result of cost savings initiatives. Idle Facilities In our Secure Services segment, we are currently marketing 10,922 vacant beds with a net book value of approximately $306 million at seven of our idle facilities to potential customers.
We expect general and administrative expenses as a percentage of revenue in 2024 to remain consistent or decrease as a result of cost savings initiatives. Idle Facilities In our Secure Services segment, we are currently marketing 9,732 vacant beds with a net book value of approximately $251.2 million at seven of our idle facilities to potential customers.
With the exception of a contract pending due diligence for one of our reentry facilities, we currently do not have any firm commitments or agreements in place to activate these facilities but have ongoing contact with several potential customers. Historically, some facilities have been idle for multiple years before they received a new contract award.
With the exception of a contract yet to be activated for one of our secure facilities, we currently do not have any firm commitments or agreements in place to activate these facilities but have ongoing contact with several potential customers. Historically, some facilities have been idle for multiple years before they received a 70 new contract award.
With respect to the Department of Homeland's Intensive Supervision and Appearance Program ("ISAP"), the number of participants steadily increased throughout 2022, however, since the beginning of 2023, there has been a decline in ISAP participants as a result of recent changes in immigration and budgetary pressures.
With respect to the Department of Homeland Security's ISAP, the number of participants steadily increased throughout 2022, however, since the beginning of 2023, there has been a decline in ISAP participants as a result of recent changes in immigration and budgetary pressures.
Net cash provided by operating activities in 2021 was positively impacted by non-cash expenses such as depreciation and amortization, deferred tax provision, amortization of debt issuance costs, discount and/or premium and other non-cash interest, stock-based compensation expense, loss on sale/disposal of property and equipment and dividends received from our unconsolidated joint venture.
Net cash provided by operating activities in 2022 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, stock-based compensation expense, loss on extinguishment of debt and dividends received from our unconsolidated joint venture.
Automatic Shelf Registration on Form S-3 On October 30, 2020, we filed an automatic shelf registration on Form S-3 with the SEC that enables us 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.
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.
Equity in earnings of affiliates in 2022 compared to 2021 decreased primarily due to unfavorable performance at GEOAmey.
Equity in earnings of affiliates in 2023 compared to 2022 decreased primarily due to unfavorable performance at SACS.
The facility management contracts represent customer relationships in the form of management contracts acquired at the time of each business combination; the value of BI’s and Protocol Criminal Justice, Inc.'s ("Protocol") trade names represent, among other intangible benefits, name recognition to its customers and intellectual property rights; and the acquired technology represents BI’s innovation with respect to its GPS tracking, monitoring, radio frequency monitoring, voice verification monitoring and alcohol compliance systems, Protocol's innovation with respect to its customer relationship management software and Soberlink, Inc.'s innovation with respect to its alcohol monitoring devices.
The facility management contracts represent customer relationships in the form of management contracts acquired at the time of each business combination; the value of BI’s and Protocol Criminal Justice, Inc.'s ("Protocol") trade names represent, among other intangible benefits, name recognition to its customers and intellectual property rights; and the acquired technology represented BI’s innovation with respect to its GPS tracking, monitoring, radio frequency monitoring, voice verification monitoring and alcohol compliance systems which became fully amortized as of December 31, 2023.
The shelf registration statement was automatically effective upon filing. Prospectus Supplement On June 28, 2021, in connection with the shelf registration, we 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 $300 million through sales agents.
Prospectus Supplement 64 On December 28, 2023, in connection with the shelf registration, we 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 $300 million through sales agents.
For the years ended December 31, 2022 and 2021, we had consolidated revenues of $2.4 billion and $2.3 billion, respectively, and we maintained an average company-wide facility occupancy rate of 86.3% including 69,418 active beds and excluding 13,061 idle beds for the year ended December 31, 2022, and 85.4% including 74,834 active beds and excluding 11,200 idle beds for the year ended December 31, 2021.
For each of the years ended December 31, 2023 and 2022, we had consolidated revenues of $2.4 billion and we maintained an average company-wide facility occupancy rate of 85.5% including 69,834 active beds and excluding 11,421 idle beds for the year ended December 31, 2023, and 84.6% including 69,418 active beds and excluding 13,061 idle beds for the year ended December 31, 2022.
With respect to our reentry services, electronic monitoring services, and community-based services business, we are currently pursuing a number of business development opportunities. Related to opportunities for community-based reentry services, we are working with our existing federal, state, and local clients to leverage new opportunities for both residential reentry facilities as well as non-residential day reporting centers.
Related to opportunities for community-based reentry services, we are working with our existing federal, state, and local clients to leverage new opportunities for both residential reentry facilities as well as non-residential day reporting centers.
The fair value of each new debt instrument on the date of issuance was estimated using a Black-Derman-Toy ("BDT") lattice model which used Level 3 inputs.
The fair value of each new debt instrument on the date of issuance was estimated using a Black-Derman-Toy ("BDT") lattice model which used Level 3 inputs. At December 31, 2023 and 2022, the value was based on observable Level 2 inputs.
District Court for further proceedings, consistent with the court’s ruling. Refer to Note 17- Commitments, Contingencies and Other Matters of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Refer to Note 16 - Commitments, Contingencies and Other Matters in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
As of December 31, 2022, we were developing a number of contractually committed projects that we estimate will cost approximately $42.2 million, of which $19.5 million was spent through December 31, 2022. We estimate our remaining contractually committed capital requirements to be approximately $22.7 million. These projects are expected to be completed through 2023.
As of December 31, 2023, we were developing a number of contractually committed projects that we estimate will cost approximately $61.3 million, of which $49.0 million was spent through December 31, 2023. We estimate our remaining contractually committed capital requirements to be approximately $12.3 million. These projects are expected to be completed through 2024.
Refer to Note 12- Debt of the Notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Refer to Note 11 - Debt and Note 6 - Derivative Financial Instruments in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
The adjustments we make to derive the non-GAAP measures of AFFO exclude items which may cause short-term fluctuations in net income attributable to GEO but have no impact on our cash flows, or we do not consider them to be fundamental attributes, or the primary drivers of our business plan and they do not affect our overall long-term operating performance.
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.
In our Reentry Services segment, we are currently marketing 2,139 vacant beds with a net book value of approximately $43 million at four of our idle facilities to potential customers. The combined annual carrying cost of these idle 70 facilities in 2022 is estimated to be $32.8 million, including depreciation expense of $16.5 million.
In our Reentry Services segment, we are currently marketing 1,689 vacant beds with a net book value of approximately $37.2 million at three of our idle facilities to potential customers. The combined annual carrying cost of these idle facilities in 2024 is estimated to be $26.2 million, including depreciation expense of $17.9 million.
Changes in accounts payable, accrued expenses and other liabilities decreased by $58.1 million which negatively impacted cash. The decrease was primarily due to the timing of payments. Additionally, cash provided by operating activities in 2021 was positively impacted by a decrease in contract receivable of $6.2 million.
Changes in accounts payable, accrued expenses and other liabilities increased by $21.8 million which positively impacted cash. The increase was primarily due to the timing of payments. 67 Additionally, cash provided by operating activities in 2022 was positively impacted by a decrease in contract receivable of $5.3 million.
Revenue Due to the uncertainty surrounding the COVID-19 pandemic, we are unable to determine the future landscape of growth opportunities in the near term; however, any positive trends may, to some extent, be adversely impacted by government budgetary constraints in light of the pandemic or any changes to a government's willingness to maintain or grow public-private partnerships in the future.
We continue to be encouraged by the current landscape of growth opportunities; however, any positive trends may, to some extent, be adversely impacted by government budgetary constraints or any changes to a government's willingness to maintain or grow public-private partnerships in the future.
In January 2023, our Australian subsidiary, GEO Australia, had entered into a contract with the Department of Justice and Community Safety in the State of Victoria for the delivery of primary health services across thirteen public prisons. The contract will commence on July 1, 2023 and is expected to generate approximately $33 million in incremental annualized revenue for GEO.
In January 2023, our Australian subsidiary, GEO Australia, entered into a contract with the Department of Justice and Community Safety in the State of Victoria for the delivery of primary health services across thirteen public prisons.
Our operating expenses as a percentage of revenue in 2023 will be impacted by the opening of any new or existing facilities as a result of the cost of transitioning and/or start-up operations related to a facility opening. During 2023, we will incur carrying costs for facilities that were vacant in 2022.
In 2023 and 2022, operating expenses totaled approximately 72% and 70% of our consolidated revenues, respectively. Our operating expenses as a percentage of revenue in 2024 will be impacted by the opening of any new or existing facilities as a result of the cost of transitioning and/or start-up operations related to a facility opening.
GEO and our Executive Chairman and former CEO, entered into on May 27, 2021, and effective July 1, 2021, an Amended and Restated Executive Retirement Agreement which replaced the prior February 26, 2020 agreement discussed below.
As of December 31, 2023, our Executive Chairman had reached age 55 and was eligible to receive the payment upon retirement. 65 GEO and our Executive Chairman and former CEO, entered into on May 27, 2021, and effective July 1, 2021, an Amended and Restated Executive Retirement Agreement which replaced the prior February 26, 2020 agreement discussed below.
Effective January 1, 2021, we are subject to federal and state income taxes on our taxable income at applicable tax rates, and are no longer entitled to a tax deduction for dividends paid.
Effective January 1, 2021, we are subject to federal and state income taxes on our taxable income at applicable tax rates, and are no longer entitled to a tax deduction for dividends paid. We operated as a REIT for the 2020 tax year, and existing REIT requirements and limitations remained in place until December 31, 2020.
(Loss) Gain on Extinguishment of Debt 2022 % of Revenue 2021 % of Revenue $ Change % Change (Dollars in thousands) (Loss) Gain on Extinguishment of Debt $ (37,895 ) -1.6 % $ 4,693 0.2 % $ (42,588 ) (907.5 )% During 2022, we completed an exchange offer to exchange certain of our outstanding 5.125% Senior Notes due 2023, 5.875% Senior Notes due 2024, 6.00% Senior Notes due 2026 and certain revolving credit loans and term loans under our senior secured credit facility into newly issued Senior Second Lien Secured Notes and a new credit facility.
During 2022, we completed an exchange offer to exchange certain of our outstanding 5.125% Senior Notes due 2023, 5.875% Senior Notes due 2024, 6.00% Senior Notes due 2026 and certain revolving credit loans and term loans under our senior secured credit facility into newly issued Senior Second Lien Secured Notes and a new credit facility.
There are no assurances that there will not be a further decline in ISAP participants in 2023 and beyond. We continue to expend resources on informing federal, state and local governments about the benefits of public-private partnerships, and we anticipate that there will be new opportunities in the future as those efforts continue to yield results.
We continue to expend resources on informing federal, state and local governments about the benefits of public-private partnerships, and we anticipate that there will be new opportunities in the future as those efforts continue to yield results. We believe we are well positioned to capitalize on any suitable opportunities that become available in this area.
The trusts were revocable “rabbi trusts” and the assets of the trusts are subject to the claims of our creditors in the event of our insolvency. 65 Guarantor Financial Information GEO’s New Registered Notes, New Private Notes, Convertible Notes, 6.00% Senior Notes due 2026, and the 5.875% Senior Notes due 2024 are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of our wholly owned domestic subsidiaries (the “Subsidiary Guarantors”).
Guarantor Financial Information GEO’s 10.500% Public Second Lien Notes, 9.500% Private Second Lien Notes, Convertible Notes, 6.00% Senior Notes due 2026, and the 5.875% Senior Notes due 2024 are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of our wholly owned domestic subsidiaries (the “Subsidiary Guarantors”).
Summarized statement of operations (in thousands): Year Ended December 31, 2022 Year Ended December 31, 2021 Net operating revenues $ 2,176,556 $ 2,032,884 Income from operations 378,691 267,413 Net income 139,570 45,312 Net income attributable to The GEO Group, Inc. 139,570 45,312 Summarized balance sheets (in thousands): December 31, 2022 December 31, 2021 Current assets $ 492,080 $ 707,457 Noncurrent assets (a) 3,059,195 3,115,622 Current liabilities 370,177 314,233 Noncurrent liabilities (b) 2,163,004 2,820,252 (a) Includes amounts due from non-guarantor subsidiaries of $32.6 million and $22.5 million as of December 31, 2022 and 2021, respectively.
Summarized statement of operations (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Net operating revenues $ 2,207,117 $ 2,176,556 Income from operations 330,684 378,691 Net income 81,646 139,570 Net income attributable to The GEO Group, Inc. 81,646 139,570 66 Summarized balance sheets (in thousands): December 31, 2023 December 31, 2022 Current assets $ 455,746 $ 492,080 Noncurrent assets (a) 3,028,140 3,059,195 Current liabilities 354,503 370,177 Noncurrent liabilities (b) 1,997,130 2,163,004 (a) Includes amounts due from non-guarantor subsidiaries of $50.0 million and $32.6 million as of December 31, 2023 and 2022, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased upon our foreign currency exchange rate exposure as of December 31, 2022 with respect to our international operations, every 10 percent change in historical currency rates would have a $7.1 million effect on our financial position and a $1.6 million impact on our results of operations over the next fiscal year.
Biggest changeBased upon our foreign currency exchange rate exposure as of December 31, 2023 with respect to our international operations, every 10 percent change in historical currency rates would have a $8.4 million effect on our financial position and a $1.3 million impact on our results of operations over the next fiscal year.
Based on borrowings outstanding as of December 31, 2022 under the Exchange Credit Agreement of $1,113.2 million, for every one percent increase in the interest rate applicable to the Exchange Credit Agreement, our total annual interest expense would increase by approximately $11.0 million.
Based on borrowings outstanding as of December 31, 2023 under the Exchange Credit Agreement of $906.7 million, for every one percent increase in the interest rate applicable to the Exchange Credit Agreement, our total annual interest expense would increase by approximately $9.1 million.

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