SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934.
Date of
Report (Date of Earliest Event Reported): May 4, 2006
(Exact Name of Registrant as Specified in its Charter)
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| Florida
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1-14260
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65-0043078 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 621 NW 53rd Street, Suite 700, Boca Raton, Florida
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33487 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code) (561) 893-0101
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section 2 — Financial Information
Item 2.02 Results of Operations and Financial Condition.
On May 4, 2006, The GEO Group, Inc. (“GEO”) issued a press release (the “Press Release”)
announcing its financial results for the quarter ended April 2, 2006, a copy of which is
incorporated herein by reference and attached hereto as Exhibit 99.1. GEO also held a conference
call on May 5, 2006 to discuss its financial results for the quarter, a transcript of which is
incorporated herein by reference and attached hereto as Exhibit 99.2.
In the Press Release, GEO provided certain pro forma financial information for the quarter
ended April 2, 2006 that was not calculated in accordance with Generally Accepted Accounting
Principles (the “Non-GAAP Information”). Generally, for purposes of Regulation G under the
Securities Exchange Act of 1934, Non-GAAP Information is any numerical measure of a company’s
performance, financial position, or cash flows that either excludes or includes amounts that are
not normally excluded or included in the most directly comparable measure calculated and presented
in accordance with GAAP. The Press Release presents the financial measure calculated and presented
in accordance with GAAP which is most directly comparable to the Non-GAAP Information with a
prominence equal to or greater than its presentation of the Non-GAAP Information. The Press
Release also contains a reconciliation of the Non-GAAP Information to the financial measure
calculated and presented in accordance with GAAP which is most directly comparable to the Non-GAAP
Information.
The Press Release includes three non-GAAP measures, Pro Forma Income from Continuing
Operations, Adjusted EBITDA, and EBITDAR, that are presented as supplemental disclosures and are
reconciled to GAAP net income in the financial schedules accompanying the Press Release. Pro Forma
Income from Continuing Operations is defined as income from continuing operations excluding
start-up expenses. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and
amortization, excluding start-up expenses. EBITDAR is defined as earnings before interest, taxes,
depreciation, amortization and lease rental expense. In calculating these adjusted financial
measures, GEO excludes certain expenses which it believes are unusual or non-recurring in nature,
in order to facilitate an understanding of GEO’s operating performance. GEO’s management uses
these adjusted financial measures in conjunction with GAAP financial measures to monitor and
evaluate its operating performance and to facilitate internal and external comparisons of the
historical operating performance of GEO and its business units.
GEO’s management believes that these adjusted financial measures are useful to investors to
provide them with disclosures of GEO’s operating results on the same basis as that used by GEO’s
management. Additionally, GEO’s management believes that these adjusted financial measures provide
useful information to investors about the performance of GEO’s overall business because such
financial measures eliminate the effects of unusual or non-recurring charges that are not directly
attributable to GEO’s underlying operating performance. GEO’s management believes that because it
has historically provided similar non-GAAP Financial Information in its earnings releases,
continuing to do so provides consistency in its financial reporting and continuity to investors for
comparability purposes.
Also included in the Press Release is Adjusted Free Cash Flow, a non-GAAP measure that is
presented as a supplemental disclosure and is reconciled to GAAP income from operations in the
financial schedules accompanying the Press Release. Adjusted Free Cash Flow is defined as net cash
flows provided by operating activities less purchases of property and equipment. GEO’s management
believes this non-GAAP measure provides useful information to GEO’s management and investors
regarding cash that GEO’s operating business generates before taking into account certain cash and
non-cash items that are non-operational in nature.
The Non-GAAP Financial Information should be considered in addition to results that are
prepared under current accounting standards but should not be considered a substitute for, or
superior to, financial information prepared in accordance with GAAP. The Non-GAAP Financial
Information may differ from similarly titled measures presented by other companies. The Non-GAAP
Financial Information, as well as other information in the Press Release, should be read in
conjunction with GEO’s financial statements filed with the Securities and Exchange Commission.
The information in this Form 8-K is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. The information in this Form 8-K shall not be incorporated by
reference into any registration statement or other document pursuant to the Securities Act of 1933,
as amended.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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99.1 |
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Press Release, dated May 4, 2006, announcing the financial
results of The GEO Group, Inc. for the quarter ended April 2, 2006 |
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99.2 |
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Transcript of Conference Call discussing the financial
results of The GEO Group, Inc. for the quarter ended April 2, 2006 |
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