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BUSINESS COMBINATIONS
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Business Combination
4.
BUSINESS COMBINATIONS

On July 1, 2025, the acquisition date, CoreCivic acquired the Farmville Detention Center, a 736-bed facility located in Farmville, Virginia. The Farmville Detention Center provides transportation, care, and civil detention services to adult male non-citizens through an IGSA with ICE, which expires in March 2029. The acquisition of the Farmville Detention Center was consummated through the acquisition of 100% of the membership interests in entities that owned and operated the facility. The aggregate purchase price was $71.4 million, including the acquisition of working capital accounts, but excluding $2.0 million of transaction-related expenses. The transaction-related expenses for this business combination were recognized as incurred and are reported in general and administrative expenses in the consolidated statements of operations. The acquisition was funded using cash on hand and borrowings under the Company's Revolving Credit Facility.

In allocating the purchase price for the transaction, CoreCivic recorded at fair value as of the acquisition date the following (in thousands):

 

Real property (land, buildings and improvements)

 

$

54,745

 

Personal property

 

 

1,255

 

Working capital, net

 

 

10,033

 

Other liabilities assumed

 

 

(660

)

Contract-related intangible asset

 

 

2,300

 

Goodwill

 

 

3,707

 

     Total consideration

 

$

71,380

 

 

The initial accounting for the Farmville acquisition is provisional and subject to adjustment as additional information becomes available and further analyses are completed, including final settlement of working capital accounts. CoreCivic acquired land, buildings and improvements of the Farmville Detention Center. The Company determined the fair value of the real property using a combination of cost and market approaches. In determining the fair value using the cost approach, we estimated the reproduction cost by applying inflation trending indices to the historical capitalized costs. In applying the market approach, we relied on comparable market sales information. The working capital amounts acquired consisted primarily of accounts receivable of $11.2 million, and other insignificant balances including customary prepaid expenses, trade accounts payable and other accrued expenses.

The contract-related intangible asset was valued based on the present value of the incremental after-tax cash flows attributable to the contract which has a term that expires in March 2029, or 3.75 years estimated useful life. The fair value for the contract-related intangible asset is based on a valuation method prepared using Level 3 inputs and assumptions in accordance with ASC 820.

Several factors gave rise to the goodwill recorded in the acquisition of the Farmville Detention Center, such as the expected benefit from acquiring a business with an assembled workforce, which expands the detention solutions the Company provides. The results of operations for this business combination have been included in the Company's consolidated financial statements from the date of the acquisition and are reported in the CoreCivic Safety segment.