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BUSINESS COMBINATIONS
12 Months Ended
Dec. 31, 2018
BUSINESS COMBINATIONS

6.

BUSINESS COMBINATIONS

On April 8, 2016, CoreCivic closed on the acquisition of 100% of the stock of Correctional Management, Inc. ("CMI"), along with the real estate used in the operation of CMI's business from two entities affiliated with CMI.  CMI, a privately held community corrections company that operates seven community corrections facilities, including six owned and one leased, with approximately 600 beds in Colorado, specializes in community correctional services, drug and alcohol treatment services, and residential reentry services.  CMI provides these services through multiple contracts with three counties in Colorado, as well as the Colorado Department of Corrections, a pre-existing partner of CoreCivic's.  CoreCivic acquired CMI as a strategic investment that continues to expand the reentry assets CoreCivic owns and the services the Company provides.  The aggregate purchase price of the transaction was $35.0 million, excluding transaction-related expenses.  The transaction was funded utilizing cash from CoreCivic's revolving credit facility.  

In allocating the purchase price for the transaction, CoreCivic recorded the following (in millions):

 

Tangible current assets and liabilities, net

 

$

1.0

 

Property and equipment

 

$

29.2

 

Intangible assets

 

 

1.5

 

Total identifiable assets

 

 

31.7

 

Goodwill

 

 

3.3

 

Total consideration

 

$

35.0

 

 

On June 1, 2017, CoreCivic acquired the real estate operated by Center Point, Inc. ("Center Point"), a California-based non-profit organization, for $5.3 million in cash, excluding transaction-related expenses.  CoreCivic consolidated a portion of Center Point's operations into the Company's preexisting residential reentry center portfolio and assumed ownership and operations of the Oklahoma City Transitional Center, a 200-bed residential reentry center in Oklahoma City, Oklahoma.

On November 1, 2017, CoreCivic completed the acquisition of Time to Change, Inc. ("TTC"), a Colorado-based community corrections company, for an aggregate purchase price of $22.0 million, excluding transaction related expenses.  As a result of better than estimated financial performance of the acquisition, during the fourth quarter of 2018, the Company recognized the loss of $6.1 million for additional contingent consideration associated with the acquisition.  In connection with the acquisition, CoreCivic assumed contracts with Adams County, Colorado to provide residential reentry services to male and female adults in three facilities located in Colorado containing a total of 422 beds. 

In allocating the purchase price for the two transactions in 2017, CoreCivic recorded the following (in millions):

 

Tangible current assets and liabilities, net

 

$

0.9

 

Property and equipment

 

 

19.7

 

Intangible assets

 

 

3.9

 

Total identifiable assets

 

 

24.5

 

Goodwill

 

 

2.8

 

Total consideration

 

$

27.3

 

 

 


Effective January 1, 2018, CoreCivic closed on the acquisition of Rocky Mountain Offender Management Systems, LLC ("RMOMS"), which provides non-residential correctional alternatives, including electronic monitoring and case management services, to municipal, county, and state governments in seven states.  The aggregate purchase price was $7.0 million, excluding transaction-related expenses.

Effective December 1, 2018, CoreCivic closed on the acquisition of Recovery Monitoring Solutions Corporation ("RMSC"), which provides non-residential correctional alternatives, including electronic monitoring and case management services, to municipal, county, and state governments in four states.  The aggregate purchase price was $15.9 million, excluding transaction-related expenses.

In allocating the purchase price for the two transactions in 2018, CoreCivic recorded the following (in millions):

 

Property and equipment

 

$

6.1

 

Intangible assets

 

 

12.4

 

Tangible assets and liabilities, net

 

 

(2.8

)

Total identifiable assets, net

 

 

15.7

 

Goodwill

 

 

7.2

 

Total consideration

 

$

22.9

 

 

Several factors gave rise to the goodwill recorded in the acquisitions of CMI, Center Point, TTC, RMOMS, and RMSC, such as the expected benefit from synergies of the business combinations and the long-term contracts for community corrections services that continue to broaden the scope of solutions CoreCivic provides.  The results of operations for these business combinations have been included in the Company's consolidated financial statements from the dates of the acquisitions.