BUSINESS COMBINATIONS |
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BUSINESS COMBINATIONS | 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 for adult male non-citizens through an intergovernmental service agreement ("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 $71.3 million, including the acquisition of working capital accounts, but excluding transaction-related expenses. 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 Residential segment. During the first quarter of 2026, the Company completed the accounting for the Farmville acquisition, including the final settlement of working capital balances, resulting in an adjustment of approximately $0.1 million to certain working capital accounts. No other change in the values ascribed to tangible or intangible assets and liabilities was necessary. On April 1, 2026, the acquisition date, the Company acquired CSP, one of the largest providers of mail order pharmacy services to correctional facilities in the United States, serving over 600 correctional facilities, including correctional facilities owned or operated by CoreCivic, across 32 states. The acquisition was consummated through the acquisition of 100% of the ownership interests of CS Solutions Intermediate Holdings, LLC. The aggregate purchase price of $199.8 million includes an estimated earn-out liability and the acquisition of working capital accounts, but excludes $3.1 million of transaction-related expenses incurred through June 30, 2026. The initial purchase price of $148.0 million, excluding the earn-out, was funded with cash on hand and borrowings under the Company's revolving credit facility. The earn-out, which is based on specified financial targets of CSP in 2026 with a maximum payout of $64.4 million, was estimated at a fair value of $51.8 million at April 1, 2026 and June 30, 2026, and the fair value will be remeasured each reporting period until settled in cash, expected in the first half of 2027. The earn-out is classified as a liability and is included in accounts payable and accrued expenses on the accompanying consolidated balance sheet as of June 30, 2026. In allocating the purchase price for the CSP transaction, CoreCivic recorded the following at fair value as of the acquisition date (in thousands):
The initial accounting of the purchase price for the CSP acquisition is provisional and subject to adjustment as additional information becomes available and further analyses are completed, including the determination of the contingent consideration and the final settlement of working capital accounts. The Company determined the fair value of the property and equipment using the cost and market approaches. The contract-related intangible asset was valued based on the present value of the incremental after-tax cash flows attributable to in-place contracts with a weighted average amortization period of 20 years, taking into consideration the probability of renewals. Other intangible assets, with an indefinite life, were valued based on the present value of incremental after-tax cash flows attributable to the use of trademarks and trade names. The fair values of these intangible assets were based on a valuation method prepared using Level 3 inputs and assumptions in accordance with ASC 820 and the amounts, net of accumulated amortization, totaled $95.4 million and are included in other assets on the accompanying consolidated balance sheet as of June 30, 2026. Several factors gave rise to the goodwill recorded in the acquisition of CSP, such as the expected benefit from acquiring a business with an assembled workforce, which expands the complementary detention service offerings 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 on April 1, 2026, and are reported in the CoreCivic Services segment. |