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BUSINESS COMBINATIONS | 12 Months Ended
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Dec. 31, 2017
BUSINESS COMBINATIONS |
6. | BUSINESS COMBINATIONS
During the fourth quarter of 2015, CoreCivic closed on the acquisition of 100% of the stock of Avalon Correctional Services, Inc. ("Avalon"), along with two additional facilities operated by Avalon. The acquisition included 11 community corrections facilities with approximately 3,000 beds in Oklahoma, Texas, and Wyoming. CoreCivic acquired Avalon, which specializes in community correctional services, drug and alcohol treatment services, and residential reentry services, as a strategic investment that continues to expand the reentry assets CoreCivic owns and the services the Company provides. The aggregate purchase price of $157.5 million, excluding transaction-related expenses, includes two earn-outs. One earn-out for $5.5 million, which was based on the completion of and transition to a newly constructed facility that delivers the contracted services provided at the Dallas Transitional Center, was paid in the second quarter of 2016. The second earn-out for up to $2.0 million was based on the achievement of certain utilization milestones over 12 months following the acquisition. The utilization milestones were not achieved resulting in a $2.0 million gain recognized in the third quarter of 2016. The gain is reported as revenue in the accompanying statement of operations for the year ended December 31, 2016. The acquisition was funded utilizing cash from CoreCivic's $900.0 Million Revolving Credit Facility, as defined hereafter. In allocating the purchase price for the transaction, CoreCivic recorded the following (in millions):
Property and equipment |  | $ | 119.2 |
Intangible assets |  |  | 18.5 |
Total identifiable assets |  |  | 137.7 |
Goodwill |  |  | 19.8 |
Total consideration |  | $ | 157.5 |
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 $900.0 Million 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 and a potential earn-out of up to $1.7 million. 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, but inclusive of the current estimate of future cash contingent consideration, which is subject to change based upon future financial performance of the acquisition over the two-year period following 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 |
Several factors gave rise to the goodwill recorded in the acquisitions of Avalon, CMI, Center Point and TTC, such as the expected benefit from synergies of the business combinations and the long-term contracts for community corrections services that continues to broaden the scope of solutions CoreCivic provides, from incarceration through release. The results of operations for these business combinations have been included in the Company's consolidated financial statements from the dates of the acquisitions.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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