CoreCivic, Inc. Q3 FY2024 Earnings Call

Thank you for holding. My name is Kath, and I will be your conference operator today. I would like to welcome everyone to the CoreCivic, Inc. Third Quarter 2024 Earnings Conference Call. All lines have been muted to avoid background noise. After the speakers finish their remarks, we will have a question-and-answer session. I will now hand the call over to Mike Grant, CoreCivic's Managing Director of Investor Relations. Please proceed.

Thank you, operator. Good morning, everyone, and welcome to CoreCivic's third quarter 2024 earnings call. Participating on today's call are Damon Hininger, CoreCivic's President and Chief Executive Officer; and David Garfinkle, our Chief Financial Officer. We are also joined here in the room by our Vice President of Finance, Brian Hammonds. On this call, we will discuss financial results for the third quarter of 2024 as well as financial guidance for the 2024 year. We'll also discuss developments with our government partners and provide you with other general business updates. During today's call, our remarks, including our answers to your questions will include forward-looking statements pursuant to the Safe Harbor provision of the Private Securities and Litigation Reform Act. Our actual results or trends may differ materially as a result of a variety of factors, including those identified in our third quarter 2024 earnings release issued after market yesterday as well as in our Securities and Exchange Commission filings, including Forms 10-K, 10-Q and 8-K reports. You are also cautioned that any forward-looking statements reflect management's current views only and that the Company undertakes no obligation to revise or update such statements in the future. Management will also discuss certain non-GAAP metrics. A reconciliation of the most comparable GAAP measurement is provided in the corresponding earnings release and included in the Company's quarterly supplemental financial data report posted on the Investors page of the Company's website at corecivic.com. With that, it is my pleasure to turn the call over to our President and CEO, Damon Hininger.

Thanks, Mike. Good morning, and thanks, everyone, for joining us for CoreCivic's third quarter 2024 earnings call. On this morning's call, I will provide details of our third quarter financial performance. I will also discuss our latest operational results and update you on the latest developments and opportunities with our government partners. Following my remarks, I will turn the call over to our CFO, Dave Garfinkle, who will provide greater detail on our financial results and on our updated 2024 financial guidance. Dave will also provide an update on our capital structure initiatives, including progress on our leverage target. Finally, just before our Q&A, I will offer some brief comments on the potential impact of the election on our business. First, I'll start with a high-level overview of our third quarter financial results. In the third quarter, we generated revenue of $491.6 million, a 2% increase compared with the prior year quarter. Underlying revenue growth, excluding the South Texas family residential center, which closed during the quarter, would have increased over 5% against the prior year. I will provide more color on our performance with our federal, state and local partner groups later in the call. During the third quarter of 2024, we generated normalized funds from operations or FFO of $47.6 million, or $0.43 per share compared to $40.5 million or $0.35 per share in the third quarter of 2023, representing a 23% per share increase. The increase in FFO is driven by higher revenues combined with expense normalization and lower interest expense resulting from our debt reduction. These increases were partially offset by higher G&A expenses and decreased lease revenue in our Property segment resulting from our previously disclosed expiration of a lease with the State of California at our California City Correctional Center effective March 31, 2024. Federal partners, primarily immigration and customs enforcement or ICE, and the United States Marshals Service comprised slightly over half of CoreCivic's total revenue. During the third quarter of 2024, revenue from our Federal partners was essentially flat compared with the third quarter of last year. Revenue from ICE, our largest partner, declined 3.4% when comparing the third quarter of 2024 versus the prior year period. However, excluding the South Texas Family Residential Center, our revenue with ICE increased 10.9% versus the third quarter of 2023, a rate which is indicative of ICE's continued detention capacity needs and we believe satisfaction with our service delivery. Excluding South Texas, overall Federal revenue for CoreCivic in the third quarter of 2024 increased 7% year-over-year. Now, I'd like to discuss ICE's usage of detention capacity broadly. Following passage of the bipartisan funding bill in March of this year, which provided funding for 41,500 detention beds, ICE's actual usage of detention beds dipped from 39,000 at the start of March to roughly 34,000 to 35,000 in April before increasing to roughly 37,000 to 38,000 to the end of the second quarter. ICE's overall detention population count remained relatively flat during the third quarter, and the most recently published ICE detention total was 37,395 on September 17, 2024. ICE has not updated this total count since the October 1 start of the new federal fiscal year, so it is not known if or how their usage may have changed since the new fiscal year commenced. However, ICE populations in our facilities increased 5% in October. CoreCivic's revenue from state partners in our Safety and Community segments in the third quarter grew 3% versus the prior year. This increase is a result of higher per diem rates and steady occupancy from our state government partners, as well as contributions from the new state contracts with Wyoming and Montana signed in the fourth quarter of 2023 and the third quarter of 2024, which contributed to 1.6% of that growth. Also worth noting, in October of 2023, the Allen Gamble Correctional Center in Holdenville, Oklahoma, transitioned from a management contract with the state of Oklahoma to a lease, which means we now include it in our Property segment. Excluding the Allen Gamble facility, state revenue in our Safety and Community segments increased by nearly 8% year-over-year. Within our safety portfolio, some of our greatest operational improvements have come in facility-serving state partners. For example, we continue to make progress on our financial and operating metrics at our La Palma Correctional Center in Eloy, Arizona, since we pivoted from a federal contract to a contract with the state of Arizona roughly two years ago. La Palma's year-over-year EBITDA improvement in the third quarter was nearly $4 million as our investments and hard work directed at local hiring have cut the facility's reliance on temporary labor resources and incentives. To round out our discussion, the third quarter of 2024 revenue, local revenue in our Safety and Community segments, which is revenue generated from contracts with county governments, increased 39%. This growth reflects new management contracts signed in the second half of 2023 with Hinds County, Mississippi and Harris County, Texas. Both populations are housed at our Tallahatchie County Correctional Facility located in Tutwiler, Mississippi. CoreCivic's overall occupancy in our Safety and Community segments for the third quarter of 2024 increased to 75.2% from 72% in the prior year period. This growth in occupancy stems from both higher use of existing contracts, particularly with ICE, and also from the four new contracts signed in the second half of 2023, as well as the new contract signed in the third quarter of 2024 that I have mentioned. From the third quarter of 2023 to the third quarter of this year, occupancy in our Safety segment increased from 72.6% to 75.7%, while occupancy in our Community segment improved from 62.8% to 66.7%. As we have mentioned in the past, our operating model has significant embedded operating leverage to changes in occupancy, and this was a factor in our margin improvement during the third quarter. Through the first three quarters of 2024, our ongoing labor attraction and retention efforts continue to generate operational and financial improvement. This follows a particularly challenged period for staffing during the COVID-19 pandemic. In 2022 and in 2023, labor market pressures necessitated temporary incentives and related incremental operating expenses, including travel and expense outlays. The CoreCivic team responded by increasing frontline employee compensation as well as by designing and implementing unique human capital attraction and retention strategies. Today, I am proud to report that our staffing has improved to nearly pre-pandemic levels, and that has allowed us to dial back elevated spending on temporary incentives and associated travel expenses. Importantly, our improved staffing has also positioned us well, operationally to manage our customers' higher population needs and respond swiftly to opportunities, including those I will discuss shortly. As we survey labor markets across the enterprise today, the labor markets we see in most of our markets are displaying normalization and greater workforce stability. Labor inflation has now returned to relatively normal levels. CoreCivic's Safety segment is easily our largest segment, having provided 93% of total revenue year-to-date. And net operating income for our Safety segment increased 25% during the third quarter of 2024 over the third quarter of 2023, reflecting the cost management efforts and occupancy trends I just detailed. I'll now turn to our Community segment, which currently comprises 21 residential reentry facilities serving the Federal Bureau of Prisons as well as various state and county governments. The Community segment is engaged primarily in preparing individuals for successful reentry to their communities after a period of incarceration or as an alternative to incarceration. Residential reentry facilities are typically smaller than the prison and detention facilities that comprise our Safety segment. Additionally, most residential reentry facilities are located in urban environments, closer to employment opportunities, as well as to family. In addition to our 21 residential reentry facilities, our non-residential services, the electronic monitoring and case management services are also included in our Community segment. As mentioned, occupancy in the Community segment improved in the third quarter of 2024 compared with the third quarter of 2023. However, net operating income in the segment declined $2.9 million, partly due to the settlement of a legal matter at one of our facilities. Similar to our Safety segment, our Community segment facilities have been able to reduce temporary staffing incentives. We remain positive about the occupancy outlook for the Community segment now that the pandemic-related public health policies have ended, and as more of our government partners return their focus to successful reentry in order to curb the recidivism challenge. Dave will provide further color relating to our strong financial performance and execution on our long-term capital allocation strategy. But one item I'd like to highlight is continued progress on our leverage. In August of 2020, we established a leverage target of 2.25x to 2.75x, calculated as net debt to trailing 12-month adjusted EBITDA. I'm exceptionally proud that CoreCivic has delivered on this target, and we ended the quarter with leverage at 2.2x trailing 12-month adjusted EBITDA for this quarter, slightly below our long-term target after initially reaching our target last quarter. While we expect leverage to increase over the next few quarters, we will continue to maintain a strong balance sheet providing us with flexibility to execute our long-term business strategy while creating shareholder value, thoughtfully returning capital to shareholders. While we did not repurchase any shares this quarter, our diluted shares outstanding remain 3% below the year-ago quarter based on 4.9 million shares we purchased over the last 12 months at a total cost of $72 million. To conclude this business review, we believe the long-term macro environment for our federal, state, and local business remains positive. Our current and prospective government partners face complex challenges, including existing prison capacity limitations, aging and expenses to maintain facilities, persistent staffing challenges, and populations that are increasing in numbers and becoming more complex. Ongoing direct conversations with our partners highlight their growing needs, as do other available metrics, including jail backlogs and prison population forecasts. While uncertainties during an election year may have slowed some procurements, the underlying need for more beds is there, and CoreCivic is ready to help solve problems for federal, state, and local government agencies to help address their various challenges in the near to long-term. Some of these opportunities may require activations of several idle facilities, and CoreCivic has taken proactive steps to ready facilities for activation. Many of the public opportunities are on the federal side, particularly with ICE, our largest partner. On May 30, ICE issued a broad RFI seeking information on detention capacity within three areas of responsibility, or AOR, Chicago, Harlingen, Texas, and Salt Lake City. Generally, the responding facility should be within a two-hour commute from the listed ICE field office or subfield office, comply with ICE performance-based national detention standards, and have approximately 850 to 950 detention beds plus an infirmary. ICE has expressed a preference for a dedicated facility, but will consider a shared facility. Respondents may propose one or more facilities in each AOR and may also support multiple AORs. The RFI is for informational purposes only and does not constitute an RFP or a commitment to issue an RFP. In June, CoreCivic responded with multiple facility options, including our idled 1,033-bed Midwest Regional Reception Center in Kansas. We believe we are the only provider with available capacity in all three locations. We anticipate an RFP for these opportunities in early 2025. In June of 2024, ICE also issued an RFP for up to 600 detention beds in the State of New Jersey, which would expand the capacity in the state. Responses are due next week, November 15th, and we are participating in the process. Rounding out our discussion of federal opportunities, ICE issued an additional RFI in August of this year titled ICE West Coast Multi-State RFI to identify possible detention facilities available for single adults in areas covered by the San Francisco, Seattle, Phoenix, and El Paso, ICE field offices. The RFI seeks approximately 850 to 950 detention beds for each of the four field offices. Facilities must be able to meet PBNDS standards and include an infirmary. Dedicated facilities are preferred, but facilities with the ability to separate different populations would also be considered. We responded to this RFI during September. In sum, this is the greatest level of procurement activity we have seen with ICE in over a decade, demonstrating the continued need for additional detention solutions in various locations throughout the United States. Many of our state partners also have a growing need for capacity. During the third quarter, we were awarded a new major contract from the State of Montana, and in early August, we received from them approximately 120 additional residents at our 1,896 beds World Correctional Facility in Eloy, Arizona where we are already managing 120 residents for the state of Montana. With these added residents, the Saguaro facility, which also houses populations for Hawaii and Idaho, is near full capacity. Last week, the State of Montana issued another RFP for an additional 120 beds and up to 360 beds within the continental United States, and CoreCivic intends to respond to Montana's request this month. CoreCivic enjoys a strong relationship with the state of Montana, which includes both in-state populations at the company-owned and fully-occupied Crossroads Correctional Center in Shelby, Montana, as well as out-of-state populations at our Saguaro facilities. In addition to Montana, as I previously mentioned, we remain in discussions with several other existing state partners, as well as new state partners that could result in the activation of one or more idle facilities. These opportunities could manifest as early as 2025. In conclusion, CoreCivic continues to demonstrate operating cost discipline combined with revenue growth from our diverse government partners. The future demand outlook for our essential services remains positive as evidenced by the RFIs and RFPs that I had just discussed. Our financial results during the third quarter and year-to-date 2024 reflect the ongoing hard work and prudent decisions made by our focus team here at CoreCivic, as well as the inherent value of our government solutions. Our readily available bed capacity and key locations positions us well to serve the growing needs of our government partners. As Dave will explain in further detail, we are updating our financial guidance for 2024 based on our strong financial performance once again in the third quarter. Now I will turn the call over to Dave, who will provide a detailed look at our third quarter financial results, our capital market activities, and assumptions included in our newly updated financial guidance. Over to you, Dave.

Thank you, Damon, and good morning, everyone. In the third quarter of 2024, we generated GAAP net income of $0.19 per share compared with $0.12 per share in the prior year quarter. Excluding special items, adjusted EPS during the third quarter was $0.20 compared with $0.14 per share in the prior year quarter, exceeding average analyst estimates by $0.11 per share and our internal forecast by $0.08 per share. Special items in the current year quarter include $3.1 million of asset impairments and a $1.2 million gain on the sale of an idle residential reentry center. Normalized FFO per share was $0.43 during the third quarter of 2024 compared with $0.35 in the prior year quarter, an increase of 23%. Adjusted EBITDA was $83.3 million, compared with $75.2 million in the prior year quarter, an increase of $8.1 million, or 11%. The increase in adjusted EBITDA resulted from higher occupancy, contributing to an increase in revenue of $7.9 million and a $6.5 million reduction in operating expenses, resulting from the continued normalization of our expense structure, particularly in the labor market. These factors, along with a decrease in interest expense and shares outstanding, also contributed to the increase in adjusted EPS and normalized FFO per share. These per share increases were net of a reduction in facility net operating income of $7.2 million, or $0.05 per share, resulting from the previously disclosed lease termination with the State of California effective March 31, 2024, and our California City Correctional Center reported in our Property segment. Even though the previously disclosed termination of the contract with ICE at the South Texas Family Residential Center occurred in the middle of the third quarter of 2024, net operating income at this facility was comparable to the prior year quarter due to the accelerated recognition of deferred revenue originally established from upfront payments from ICE at the inception of the contract amortized over the term of the contract, which was contemplated in our prior guidance. The outperformance of this facility was also due to the rapid ramp down in detainee populations in July, resulting in a substantial reduction of most operating expenses, though we continued to generate full fixed contractual revenue through the termination date on August 9th. The substantial reduction of operating expenses resulting from the rapid ramp-down in detainee populations was not contemplated in our guidance, which contributed to a positive variance relative to our guidance of $0.03 per share. Federal revenue in our Safety and Community segments decreased $1.5 million from the third quarter of 2023 to the third quarter of 2024, including a reduction in management revenue at the South Texas facility of $16.5 million. So excluding this facility, federal revenue in our Safety and Community segments increased $15 million, or 7.1%, a healthy increase across the remainder of the portfolio. State revenue in the Community and Safety segments increased $5.6 million, or 2.9% from the third quarter of 2023 to the third quarter of 2024, which included revenue from new contracts with the states of Wyoming and Montana awarded in the fourth quarter of 2023 and third quarter of 2024. The increase in state revenue is net of a reduction of $8.6 million, resulting from the transition of our Allen Gamble Correctional Center in Oklahoma from a facility we previously operated in our Safety segment to a facility we now leased to the State of Oklahoma in our Property segment effective October 1, 2023. Local revenue in our Safety and Community segments increased $3.4 million, or 39% from the third quarter of 2023 to the third quarter of 2024, primarily resulting from new contracts with Hinds County, Mississippi, awarded in the third quarter of 2023, and Harris County, Texas, awarded in the fourth quarter of 2023. Revenue in our Property segment declined $6.4 million, primarily due to the aforementioned expiration of the lease at our California City facility, which resulted in a revenue reduction of $8 million from the third quarter of 2023 to the third quarter of 2024, partially offset by the previously mentioned conversion of the Allen Gamble Correctional Center to a leased property. Operating margin in our Safety and Community facilities combined improved to 24.9% in the third quarter of 2024 compared to 21.3% in the prior year quarter. The increase in our operating margin was due to the increase in occupancy from 72% to 75.2% for our Safety and Community segments combined, an increase in our average per diem rate by 4% over the prior year quarter and a reduction in our operating expenses. During the third quarter, we were able to continue reducing certain operating expenses such as registry nursing, temporary wage incentives, and travel, all related to labor market pressures that have been steadily easing over the past several quarters. These three expense categories declined by $9.7 million from the third quarter of 2023. We also generated a higher margin at the South Texas Family Residential Center, as previously mentioned, as we generated a similar level of net operating income compared with the prior year quarter, but generated revenue for only half the current year quarter. Excluding the South Texas facility, operating margins increased to 22.3% in the third quarter of 2024 from 19.3% in the prior year quarter. Turning next to the balance sheet. During the third quarter, we repaid $75.6 million of debt net of the change in cash. Our leverage measured by net debt to adjusted EBITDA was 2.2x using the trailing 12 months ended September 30, 2024. As of September 30, we had $108 million of cash on hand and an additional $257 million of borrowing capacity on a revolving credit facility, providing us with total liquidity of $365 million. Following the completion of refinancing transactions during the first and second quarters, we have no debt maturities until 2027 when $243.1 million of senior unsecured notes at a rate of 4.75% mature. Our Board of Directors has authorized up to $350 million in repurchases of our common stock under a share repurchase program, including an increase to the authorization in May by $125 million. During 2024, we have repurchased 4 million shares of common stock under our share repurchase program at an aggregate purchase price of $59.5 million, although we did not repurchase any shares during the third quarter. Since our share repurchase program was announced in May 2022, through September 30, we have repurchased 14.1 million shares of our stock at a total cost of $172.1 million, or an average price of $12.20 per share, leaving $177.9 million available under the Board authorization. Moving lastly to a discussion of our updated 2024 financial guidance, we expect to generate adjusted EPS of $0.69 to $0.75, up from our previous guidance of $0.58 to $0.66, and normalized FFO per share of $1.59 to $1.65, up from our previous guidance of $1.48 to $1.56. Our guidance assumes federal populations to remain within a stable range for the remainder of 2024. If national detention populations increase and are sustained at higher levels, there could be upside to our guidance. Our guidance includes the impact from the termination of the contract at the South Texas Family Residential Center effective August 9, 2024. This facility contributed $0.11 of normalized earnings per share in the third quarter. We expect the operating margin for our Safety and Community segments combined to be roughly in line with Q3, excluding the South Texas facility. Even aside from the unique factors I previously mentioned positively impacting this facility in the third quarter of 2024, the margin at the South Texas facility exceeded the average operating margin of our Safety and Community segments due to its size and scalability of expenses and due to the unique design and specialized services provided at the facility. Our guidance does not include any additional share repurchases. Although our leverage at September 30 was just below our targeted range of 2.25x to 2.75x, leverage will mathematically increase beginning in the fourth quarter as a result of the termination of the contract at the South Texas facility. Accordingly, in order to minimize the impact on leverage, we intend to prioritize the use of our free cash flow to further reduce our debt ahead of stock repurchases, although we may exercise discretion in repurchasing additional shares of our common stock, taking into consideration our leverage, earnings trajectory, stock price, liquidity, and alternative opportunities to deploy capital. Our balance sheet and cash flows remain strong with no near-term debt maturities and readily available bed capacity positioning us well to take advantage of opportunities in the marketplace. We expect adjusted funds from operations or AFFO, which we consider a proxy for our cash available for capital allocation decisions to range from $177.8 million to $185.8 million, or $1.58 to $1.65 per share for 2024, up from our previous guidance of $162.4 million to $172.4 million, or $1.45 to $1.54 per share. We expect our normalized effective tax rate to be approximately 30% for the fourth quarter and approximately 27.5% for the year, which is unchanged from our previous guidance. The full-year EBITDA guidance in our press release provides you with our estimate of total depreciation and interest expense. We are forecasting G&A expenses in 2024 to be between $146 million and $148 million. We plan to spend $62 million to $66 million on maintenance capital expenditures during 2024, unchanged from our previous guidance, and $8 million to $10 million for other capital investments also unchanged from our previous guidance.

Thank you so much, Dave. And I wanted to just give a little bit of observations and comments on the elections that just happened a couple of days ago. First, I want to just give a few observations on the state side and then talk a little bit about the federal side. But let me just first say, I've had the good fortune to be with the company for over 32 years. We have seen, during that period of time, significant events where elections have changed the course on policy and sentiment on certain issues. And it feels like with this election this year, we are heading into an era that we really haven't seen outside of maybe once or twice in a company's history where the value proposition of the private sector for both our state partners and our federal partners are going to be not only strong today, but even stronger as we go into the next couple of years. So I want to start with that. Let me just first talk about the state side. So there were 11 races for governor around the country. Two of them were relevant to us, Montana and Vermont. Both those customers are working with us today for out-of-state solutions, and also with Montana, we have got an in-state facility. No surprises and no changes; we think there will be steady policy in those states. Both incumbents won those races, so we think it's going to be steady as it goes with those two states. And as we talked about earlier, Montana continues to be a growing partner with us with its most recent procurement. So that's number one on the state side. Number two is, I wanted to highlight something that was going on in California during this election cycle. They had several referendums on the ballot on Tuesday, and one of them was called Prop 36, which dealt with sentences for drug and theft crimes. Before I provide a view on this, I want to be super clear that we have a longstanding policy not to get involved in lobbying or engaging on sentencing reform. That's our policy in every single state, regardless if we do business there or not. So I make this commentary just to emphasize that we do not engage or lobby on anything around criminal justice reform that touches sentencing policy. That's number one. Number two is California has been a partner in the past, especially at the local level and also out-of-state. But in giving some views on this, we don't think it's necessarily any indication that California is going to engage us on any solutions going forward. So those are two important caveats. Now, regarding Prop 36, it appears that it is likely to pass with 70% of the vote. And if everything on the ballot was considered, it looks like it's going to have the highest vote total of everything on the ballot. So there is strong sentiment there from not only Republicans but also Democrats for the passage of this bill. What this bill does is it reverses some things that were implemented in 2014 under Prop 47, which allowed for the rollback of certain sentencing of specific offenses in the State of California. Notably, Prop 36 will eliminate the $950 threshold for a third theft, meaning someone caught stealing three times can be charged with a felony regardless of the value of the merchandise stolen. It also increases jail time for organized retail theft. So I highlight this to say that this was significant news in California—it received the highest vote total of anything on the ballot with referendums being considered. We think it's an indication of not only that state, but potentially other states considering the right steps going forward around sentencing policy. The last thing I want to mention before moving to federal observations is that, the populations we have seen at jails in the last couple of years have been increasing. Prison population forecasts indicate notable increases over the next five years. However, physical plant issues and staffing challenges continue to create difficulties for state partners. These issues are driving the need for engagement with us in the private sector to provide solutions, capacity for growth, or to alleviate overcrowding in facilities that are difficult to staff and maintain. To summarize, those are some observations on the state races from the last couple of days. Now moving to the federal side. It’s well-known that the White House will be occupied by President Trump, who will be inaugurated in January. The Senate is set to change leadership to Republicans with the races around the nation. The House is still uncertain, but most believe the Republicans will retain the House as well. This gives a general observation regarding the races themselves and the control of the House, Senate, and White House. More importantly, it's about how it impacts our federal partners, so let me touch on that. First, regarding ICE, during the summer leading up to the election, there was considerable discussion and policy debate around immigration and border security. We believe this election's outcome will be notable for ICE for several reasons. One is the anticipated increased need for detention capacity. As long-time investors and supporters of the company know, there has been some discussion since spring regarding additional detention capacity, with proposed bills increasing the number of detention beds for ICE to 50,000. This number feels like a floor, especially with Republicans now controlling both the Senate and likely the House. There's been news indicating that this number may rise higher with support from Republican leadership. We're taking proactive steps to activate all 18,000 vacant beds in our system; this includes the beds we had in Dilley, Texas. Along with this, for the last two years, we have ensured that we have the capacity and staffing to meet ICE's needs. We're approaching this situation carefully to handle any increased demand for this capacity. We believe funding will be necessary for these increased capacities, and we'll closely monitor that, especially as leadership undergoes changes after the start of the year. We expect to see signs either reported in the press or from ICE regarding increased capacity in the near future. Additionally, we are preparing for the necessary CapEx for this increased demand. We know facilities may require reconfiguration for better intake areas and specialized spaces. We'll be estimating these needs and keeping the market updated. With regard to the alternative detention program, we're also watching how this might change with the new administration. Interestingly, ICE came out with an RFI yesterday regarding the procurement for the rebid of the alternative detention contract, which expires at the end of next year. This is a strong indication that they want to engage more vendors for innovative solutions for the program. An Industry Day will be held in early December, welcoming participation from multiple vendors about program development. ICE is our very first customer from 41 years ago when the company was founded in 1983. We have an expert understanding of their needs and the agility to provide safe and humane solutions effectively. I’ll wrap up with comments regarding the U.S. Marshals Service and the Federal Bureau of Prisons. The Marshals Service remains a long-term federal partner influenced by the prosecutorial activity of U.S. Attorneys. Notably, following the election, a new Attorney General will be appointed by the President-elect, along with new U.S. Attorneys in the 90-plus court districts nationwide. Typically, this transition takes time, but historically, Marshals Service populations have spiked under Republican leadership. Furthermore, there's an executive order preventing direct contracts between the private sector and the Marshals Service. This policy could potentially be reversed in the early days of the new administration, similar to what occurred in 2017. Regarding the Federal Bureau of Prisons, while we don't have work with them on the safety side, we do have relationships on the community side, where we assist with halfway houses and home confinement solutions. President Trump passed the First Step Act, which emphasized community solutions and could lead to increased opportunities in that area. Additionally, the Bureau of Prisons faces significant issues with outdated facilities and difficulty hiring staff. We're willing to assist and provide insights on this as leadership changes occur. With that, I’ll stop and turn it back to the operator to begin the Q&A.

Thank you. And your first question comes from Jason Weaver with JonesTrading. Your line is open.

Hey, good morning, guys. Thanks for taking my question.

Good morning.

Damon, you've touched on in several of the last conference calls about the sort of the gearing that you have with regard to occupancy. I was wondering, can you comment on how you would expect the margin profile to change if we were to ramp Safety segment occupancy up into the low-80s, mid-80s and beyond there?

Yes, thanks, Jason. I'll try to take a stab at that question. I think in my prepared remarks, I indicated what the margins were. Again, it's important to exclude the South Texas facility, which had an outsized impact on our overall margin profile, but we're around 22%, I think it was 22.3%, excluding that contract in the third quarter. You're right. As the occupancy increases, our financial model has a bit of operating leverage to it. So we had always indicated that if we got back to a pre-pandemic occupancy in the low-80s that we'd be around a 25% margin. So that was before the termination of the South Texas contract. So I'd probably bring that down 150 basis points or so, maybe up to 200 basis points at occupancy in the low-80s. If occupancy were to go in the mid to upper 80s, I haven't run the math on that, but I would guess you'd add a couple of hundred basis points to that margin.

Got it, got it. That's actually helpful. And then, I appreciate your comments on the Marshals Service, and just knowing a little bit of the details around that. Would you say that if the USMS no longer has to use those third-party contracting entities, does that remove any type of bottleneck for them that makes them more likely to use private providers such as yourself?

Yes, it’s a great question, and I think the short answer is yes. I think if you've got multiple tools to contract versus less, and I think that makes it a little easier, especially certain parts of the country. So yes, I think that's right.

Got it. I appreciate that color.

And one other comment, Jason, on the occupancy. I think on the margin, it's obviously impacted by where that occurs. So if it occurs, if occupancy is increasing at facilities that are already operational, you get the operating leverage there. Now, we're looking at potentially activating new facilities, and of course, you have startup expenses associated with an activation. So during that activation period, your margins are obviously going to be negatively impacted. And I would expect as you stabilize occupancy, margins at those facilities would be around that 22% to 25% margin. So just want to give that caveat on the increase in occupancy. It depends on where it comes from.

No, with a shift in demand like this, I would expect that, but that's helpful. Thank you for the color.

You're welcome.

Yes, sir.

Your next question comes from the line of M. Marin with Zacks. Your line is open.

Thank you. So I have a couple of questions following up on some of the remarks you made in your prepared comments. So there's an RFI out and you're thinking that there will be an RFP in early 2025. Is there a standard timeline that we should think about because it seems like there's a lot of activity now in other RFIs and RFPs. So is there a standard?

Yes, thank you for this question. This is Damon. Let me make sure I understand the RFI you're asking about. Is it for detention capacity or alternative detention or for both?

Well, if you wanted to give us a broader stroke answer, then I would say for both, but I was specifically thinking about for detention capacity.

Detention capacity. Thank you for that. So, yes, so again, my prepared remarks kind of gave you an overview of everything that's out there right now. It wouldn't surprise us if there might be more to come where they're either looking at the current RFIs and maybe expanding, saying the scope and the size maybe is bigger or just need to be a bigger footprint or maybe it's for new locations in the country. But yes, I think there was some obviously work on ICE's part knowing that potentially going into the fall, there's going to be more detention capacity. So I think they were just trying to be proactive with these RFIs and trying to get as much information as they can at their fingertips as they go into the coming days, weeks, and months for detention needs and where the capability are with the private sector. But again, I think I wouldn't be surprised if we wake up tomorrow or in the coming days and weeks where we're seeing more engagement there for additional information. But anything you'd add or amplify, Dave?

Maybe, typically, going from RFI to RFP, it's, I don't know, on average maybe a six-month process getting from RFP to contract award and commencement. Again, don't know how that would be impacted by a new administration coming in. The RFIs are interesting and they may be more prepared to move quickly to the RFP stage in early 2025, given the desire to impact immigration policies.

Yes, that's a good point because again, going back to South Texas, that facility was about 120 days. And so they moved really, really quickly. So if the energy and demand are there and they're getting direction from leadership, they can move very, very quickly. And again, I think the RFIs, they've got out already. Obviously, they've gotten a lot of great market information from us and others, where, again, to Dave's point, that allows them maybe to be a little more efficient into this year, going into next year.

Okay. That's helpful. And then, just to follow up on something else you said, you talked a little bit about how you've been preparing for increased occupancies with your staffing levels, you're comfortable with where staffing levels are, but then obviously to take on new awards, there would be some startup costs. Would those startup costs also include new hiring? Or have you identified certain hirings already within the pipeline?

Yes, that's a great question. So yes, we've been working, and as you know, we went from about 5,000 in population in May of 2023 to where we are today, which is about 10,000. So we had to just naturally get ourselves staffed up for that doubling of our population here in the last 18 months. But with that, we really kind of challenged our operations and our HR team to say, if we need to scale that even further with some investments we need to make on kind of the processing, again, making sure it's very efficient for background screenings, training, and whatnot. So we basically have gotten the playbook ready to scale up. We've got the pipelines populated, so we know where we can pull from various labor markets around the country to get people. But you're right, once we hit go, then obviously they'll start incurring expense. Obviously, tie that to various contracts and we'll communicate as appropriate to the market when we get to that point. But obviously that would be part of our startup. Anything you want to add to that, David?

Yes. So to be clear, we have not hired in advance for activations of idle facilities, for example, and we probably wouldn't expect us to do that until we get more clarity around timing. But we do have capacity in existing facilities where we already have contracts where we can take on, I don't know, 1,500 to 2,000 additional people that are at facilities already staffed. It's just a longer process when you're activating a new facility or entering into a new contract.

Okay, got it. Thank you.

You're welcome. Thank you, M.

Your next question comes from the line of Brian Violino with Wedbush. Your line is open.

Great. Good morning. Thanks for taking my questions. Just wanted to get a bit more detail about, I know you mentioned, if ICE were to have needs above and beyond the current idle beds of both you and your competitors today and more of a hypothetical, but would there be a need for additional permanent construction? I know you mentioned temporary housing. Just curious your thoughts about that if new construction would be an option and the cost of temporary centers versus permanent facilities?

Yes, great question. And I think all that will be kind of figured out as we continue to engage with ICE and understand their mission. As you know, every facility has generally the same mission, but we've had some facilities that have a very unique mission, notably like with our facility down in Dilley, Texas where it started as a family facility, but we did a couple of mission changes over time where it's only providing help with adult residents. So I think if we get into discussions with ICE, they will likely guide us on whether a solution in a certain area is considered long-term or short-term, which influences how we approach investments. We have vacant capacity, again, 18,000, as I mentioned earlier. If specific missions require temporary solutions, we have the resources and relationships to implement that quickly. Anything additional to that, Dave?

Yes. Yes, I mean, we've got nine facilities, I think it's nine facilities with approximately 13,000 beds. So we're a ways away before we're thinking about construction of new facilities. I wouldn't put that on the table yet. But we do have the capability to execute into lease agreements. That's what Damon's talking about when we mention third parties. So that's not permanent capital necessarily that we would have to deploy. But those are things we'll be thinking about in the coming weeks and months.

Great, thank you. And just one more. On the new ATD RFI that you mentioned came out yesterday, I believe there was another RFI that had been out for a while. I guess anything notably different compared between those two RFIs that you believe would increase the likelihood that that would be broken up in the future? I know you mentioned there's an industry day coming up. Just curious if there's any other notable differences between those RFIs?

I'd say I didn't reconcile between the two since it's kind of late-breaking news. But I'd say with the RFI that came out yesterday, again, I think it’s a clear sign by doing an RFI and also an Industry Day. That's usually the case where they are again looking for scale, potentially getting more people into the program and doing that with multiple vendors. So we took that as a very encouraging sign. Honestly, it seems to align well with what we've heard from ICE lately, where they're considering engaging multiple partners for innovative solutions, potentially leading to changes in program size and outcomes.

Great. And just one more if I could. Is there any major change in the way you're approaching this ATD renewal versus prior years in terms of the strategy to win some of that?

I'd say the biggest change is we've made significant investments. We’ve focused on people management capabilities and research and development with our third parties. We’ve made substantial effort in the last 24 to 36 months getting ourselves prepared. So we're much better prepared today than we were a couple of years ago.

Got it. Thank you very much.

Thank you, Brian.

Your next question comes from the line of Joe Gomes with Noble Capital Markets. Your line is open.

Good morning.

Good morning, Joe.

Good morning, Joe.

So, I wanted to start out looking at the Community segment. And I know, Damon, you mentioned there was a, I think, you said $2.9 million legal settlement in there. But if I'm looking at the supplement, the revenue per compensated mandate has fallen sequentially here. And then also, while looking at the expenses, operating expenses increased pretty significantly. And just if you could give us a little more color as to what is driving both of those, it'd be appreciated.

Yes, I'll take a stab at that, Joe. So the operating expense increase was certainly related to the legal matter. The per diem, slight reduction in per diem was really mixed. As Damon mentioned in his prepared remarks, we do business with both the Federal Bureau of Prisons and local county governments in that segment. So, they're not large numbers, so small differences in one or the other can have an outsized impact on the per day impact.

Okay, thanks for that. And talk about South Texas. You had a, I believe, a marketing agreement, 90-day or so marketing agreement there. Given yesterday's results, is that something that you can extend if you think there's the possibility that South Texas is back in play, so to speak, as a potential ICE facility? Or any additional detail there would be great.

Yes, thanks for that question. Since the conclusion of the contract in early August, we've tried to keep that facility in what I'd call a warm status to prepare ourselves for reactivation if there is a need. We've continued those conversations with Target, our third-party provider who has been an excellent partner of ours over the years. A portion of the staff at South Texas stayed with us and relocated to other locations. We know who they are and where they're working, and most are likely interested in going back to Dilley if we reactivate it.

We do have, I mean, the facility is intact; they have not dismantled it or anything. We have assets there that we have not removed. We did take an impairment charge, as I mentioned, in this quarter, but we have assets there that we're not relocating yet, and have continuous discussions with Target about all those items.

Okay. Perfect. Thank you for that.

Thank you, Joe.

And let me – I got one more for you if that's okay.

Go ahead.

Back to yesterday's RFI release, obviously, very early days in there and we'll see what happens in the virtual day that they're talking about. But outside of you and your main competitor, who else is out there that could perform either the monitoring or the case management side? Is that a very narrow group of, you think, potential competitors for this, or is it a big group of people that could be involved in this?

Yes, that's a great question. And the short answer is that I think the size of this program today, but also potentially the size going forward, would lead you to think, yes, it’s probably only a couple of us, us and GEO. There may be one out there that I'm not thinking of, but I think ICE will probably want to ensure that various organizations in this program have the financial capability, expertise, competency, etc. I think the RFI is also looking for new vendors that might not have the scale like us. It’s possibly to engage with a partner to accomplish parts of the mission. So that's part of the reason also they're doing RFI is that maybe they had a few people knocking on the door—some organizations wanting to provide their capabilities. So we're excited to participate.

Yes, I think it still depends on the scope of services. The RFI yesterday was a bit informative, but again, you don't know what a new administration may want to do to the scope of services and how they look at case management services versus electronic monitoring versus different types of technologies. I think we'll just have to wait and see what they are; depending on that scope of services, that could invite other parties to the table as well.

Great. Thanks for that, and I'll get back in the queue. Thank you.

Thank you very much, Joe.

Your next question comes from the line of Greg Gibas with Northland Securities. Your line is open.

Hey, good morning, Damon and Dave. A lot of good color in those prepared remarks. I know you addressed a few on this, but I wanted to follow-up on that ISAP or ATD program. If you anticipate ICE ramping populations significantly there as it relates to the total opportunity across the U.S, needing another provider, do you think it's mostly scale-driven? Is it cost-driven via more competition? Is it kind of technology-driven or maybe all three? And as it relates to the potential move to dual sourcing, your thoughts on the likelihood of it, just given the new RFI and commentary there?

Yes, it's a great question. I think the first part of your question, I'd say, yes, it's probably all of the above. Everything you laid out there is probably relevant. And then I think, yes, the last part, just yes, just scale, but also a little bit to Dave's earlier point on the program structure. They're trying to get prepared for potential growth and demand with the new administration, where views on policy may shift. So I see this as very similar to the RFIs we've discussed this summer regarding detention capacity needs. This one is just a little different because we know the RFI focuses more on alternatives and solutions.

Right, makes sense. Great. As it relates to the approximate 18,000 available beds for ICE, could you, and maybe break this out? How many are kind of idle facilities versus topping off existing or already operational facilities? And, obviously the margins differ probably quite a bit between those two buckets, but perhaps could you speak to maybe a blended margin if hypothetically those were fully utilized?

Oh, boy. Dave, I'll try to take a stab at that. So I think we've probably got around 1,500 beds today. I think it's 1,500 or 1,300 to 2,000 changes on a daily basis depending on ebbs and flows of populations under existing contracts. Then we've probably got another 800 or so that could be accommodated in facilities not currently housing ICE detainees, and then as I mentioned around 13,000 in idle facilities. So those would have to be complete activations. And so the margins on those, as I mentioned earlier, on the idle facilities, when you're activating those, you're obviously at a negative margin during the startup period. I would imagine margins would be slightly higher than our portfolio average in the Safety segment, which for the third quarter was 25.2%. So maybe a little bit higher than that once you reach a stabilized occupancy at an idle facility that you've activated for ICE. On the already utilized facilities, as I mentioned, those are higher because you've already got your fixed costs largely in place, and you're just incurring your variable expenses. Our supplemental disclosure report breaks out our fixed and variable costs as well as the per diem. I would imagine that margin could be quite a bit higher for an already active facility where we have fixed costs and staff in place.

Got it. That's helpful. Thank you.

Thank you.

Your next question comes from the line of Kirk Ludtke with Imperial Capital. Your line is open.

Hello, Damon, David, Mike, appreciate the call.

Good morning.

Good morning.

On the Marshals, you mentioned, I think I got this right. You said the current population is 47,000, but it was 66,000 under the first Trump administration. Are those the right numbers?

Actually, what I was doing is giving more historical context. The current population is at approximately 55,000, just actually almost 66,000. So two historical numbers and then obviously the current number is the last one.

Okay, got it. Thank you. And with respect to the executive order, you didn't mention the Bureau of Prisons. I know that was not a big part of your business. Before the executive order, I'm wondering, is that just something you're going to stay away from?

We're definitely going to watch closely that really all of our engagement with our partners is driven by needs and demand. And as you know, the Bureau of Prisons has seen a significant decline in their population over the last decade. So I think any reengagement with us will be dictated by demand. The only caveat I have there is it's been well reported and we're sympathetic to this is that the Bureau has faced challenges with very old facilities. So I think that will continue to be monitored. Our relationship with the Bureau remains strong on the community side. If there's demand on the safety side, we are open to those discussions.

Got it, I appreciate it. Thank you. And then lastly, it's likely that deportations will ramp. So does that change the nature of your business if the mix of detainees is more weighted toward people that have been seized on the interior and in the process of being deported rather than people who have been seized crossing the border? Does that change anything?

Yes, that's a great question. And the short answer is, it could, by facility. The good news is we've been doing it for 40 years. We know how to navigate changes in detainee profiles, including those who are detained longer and those changing from seeing them at the border to processing in the interior. Our facilities are designed to be flexible to adapt to the evolving needs of ICE. That said, adjustments in physical requirements like intake capacities might be necessary, and we are prepared to meet those with minimal hassle. We'll be negotiating that with ICE as we understand future needs.

Got it. Well, it seems like the length of stay would be longer for someone that is being deported.

Possibly. Yes, possibly. Not to get into the weeds, but it depends on their legal case, where they are in the immigration process, and also the country of origin, because logistically sometimes they may take longer to deport back versus others. So those are all variables that can happen. But we're well suited to navigate through those issues.

Got it. And then lastly, does an administration that's more focused on deportation make the monitoring component of the ATD contract more important or less important or is it hard to say?

I think that's a great question. I think at the moment it's probably hard to say. There is a large number, I think, we've heard north of a million people that have basically orders for removal already. So it could be the case where they may look at all the tools at their disposal and prioritize the triage appropriately. Both detention and alternatives could be effective under that situation. We'll have to wait and see how that evolves.

Okay, I appreciate it. Thank you.

Yes, sir.

And your next question comes from the line of Ben Briggs with StoneX Financial. Your line is open.

Good morning, guys. Thanks for taking the call and thank you for taking the question.

Good morning, Ben.

A lot of mine – yes, good morning, guys. So a lot of mine got answered here, but I got a couple of quick ones for you. So first of all, there's a little, I know we've been talking about RFIs and RFPs a lot. I just want to make sure I have this straight. So correct me if I'm wrong here. ICE has a total of five RFIs out right now. Is that correct?

Well, there are two RFIs; I think they have five AORs associated with them; and then there's one RFP in New Jersey.

Okay, got it. Got it. That makes sense. Okay, thank you. And then Montana has one RFP out, right?

Yes, that was just issued last week, I think it was.

Yep, and then there's the electronic monitoring RFI out from ICE in addition to all that?

That's right. Yup, it just came out yesterday.

Yep, okay good. Wanted to make sure I understood that. I know you said you anticipate those ICE RFIs leading to RFPs eventually?

Yes.

Great, okay. Great. Second thing for me is just kind of a housekeeping thing. I don't think there are, but are there any facilities with remaining COVID population restrictions? Those have all rolled off, correct?

Those are all rolled off, yes, sir, at least in our portfolio.

Yep, yep. And then finally, just kind of referring to the guidance here. I know you increased guidance a little bit, but it does imply a little bit of a slip in guidance in the fourth quarter. That's not all attributable to South Texas, is it? Or can you give a little bit of a fourth-quarter 2023 to fourth-quarter 2024 EBITDA bridge?

Yes, so South Texas would be one, and then our California city facility terminated March 31st of 2024. So it would have been included in last year's fourth quarter. I have that number at my fingertips, but I think it was $25 million of EBITDA on an annual basis, so about a fourth of that in Q4 of 2023.

So virtually, those two together would represent the data.

Yes, yep.

Okay, yes, I wasn't including the CalCity. Okay, well, this has been very helpful. Thank you, again, for taking the call.

Sure, thank you.

Thank you, I will now turn the call back over to Damon Hininger for closing remarks.

Thank you so much. Thank you for participating in our call today. Grateful for all the questions and the commentary. I just want to say to our shareholders, thank you so much for your continued support and advice and counsel to us. We're grateful for that and we never want to take it for granted. Enjoy the rest of your day, everyone. Thank you so much.

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.