Goodwill and Other Intangible Assets, Net

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets, Net

The Company has recorded goodwill as a result of its various business combinations. On April 5, 2017, the Company completed its acquisition of CEC. Refer to Note 2 - Business Combinations. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the tangible assets and intangible assets acquired net of liabilities assumed, including noncontrolling interests. Changes in the Company’s goodwill balances recognized during the years ended December 31, 2017 and 2016 were as follows (in thousands):



	December 31, 2016		Acquisitions (net of dispositions)		Foreign currency translation		December 31, 2017
U.S. Corrections & Detention	$	277,774	$	39,231	$	—	$	317,005
GEO Care	337,257		124,242		—		461,499
International Services	402		—		45		447
Total Goodwill	$	615,433	$	163,473	$	45	$	778,951



	December 31, 2015		Acquisitions		Foreign currency translation			December 31, 2016
U.S. Corrections & Detention	$	277,774	$	—	$	—		$	277,774
GEO Care	337,257		—		—			337,257
International Services	407		—		(5		)	402
Total Goodwill	$	615,438	$	—	$	(5	)	$	615,433

In November 2017, the Company sold substantially all of the assets of one of the acquired CEC entities for approximately

$3.7 million which resulted in a reduction of goodwill of $2.2 million. The net gain on sale was not significant and the

operations of this entity were not significant to the Company. Refer to Note 2 - Business Combinations.

Intangible assets consisted of the following as of December 31, 2017 and December 31, 2016 (in thousands):



		December 31, 2017							December 31, 2016
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Facility management contracts	16.3	$	308,518	$	(106,724	)	$	201,794	$	233,136	$	(87,256	)	$	145,880
Covenants not to compete	1	700		(517		)	183		—		—			—
Technology	7.3	33,700		(25,538		)	8,162		33,700		(20,896		)	12,804
Trade names	Indefinite	45,200		—			45,200		45,200		—			45,200
Total acquired intangible assets		$	388,118	$	(132,779	)	$	255,339	$	312,036	$	(108,152	)	$	203,884

The accounting for recognized intangible assets is based on the useful lives to the reporting entity. Intangible assets with finite useful lives are amortized over their useful lives and intangible assets with indefinite useful lives are not amortized. The Company estimates the useful lives of its intangible assets taking into consideration (i) the expected use of the asset by the Company, (ii) the expected useful lives of other related assets or groups of assets, (iii) legal or contractual limitations, (iv) the Company's historical experience in renewing or extending similar arrangements, (v) the effects of obsolescence, demand, competition and other economic factors and (vi) the level of maintenance expenditures required to obtain the expected cash flows from the asset.

Amortization expense was $24.7 million, $20.4 million and $19.3 million for the years ended December 31, 2017, 2016 and 2015, respectively, and primarily related to the U.S. Corrections & Detention and GEO Care segments’ amortization of intangible assets for acquired management contracts. The Company relies on its historical experience in determining the useful life of facility management contracts. The Company makes assumptions related to acquired facility management contracts based on the competitive environment for individual contracts, our historical success rates in retaining contracts, the supply of available beds in the market, changes in legislation, the projected profitability of the facilities and other market conditions. As of December 31, 2017, the weighted average period before the next contract renewal or extension for the facility management contracts was approximately 1.6 years. Although the facility management contracts acquired have renewal and extension terms in the near term, the Company has historically maintained these relationships beyond the contractual periods.

Estimated amortization expense related to the Company’s finite-lived intangible assets for 2018 through 2022 and thereafter is as follows (in thousands):



Fiscal Year	Total Amortization Expense
2018	$	22,764
2019	22,313
2020	22,313
2021	19,790
2022	18,146
Thereafter	104,813

	$	210,139

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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